LICENSE AGREEMENT


THIS AGREEMENT made as of the _____day of ______________, 200___.

BY AND BETWEEN:

Turtle Tanks a company operating under the laws of the Province of British Columbia and having its principal office at:

Kelowna, British Columbia, Canada

(hereinafter called "Turtle TanksTM")

AND

______________________________________

(hereinafter called the "Licensee")


WHEREAS:

A. Turtle TanksTM has created and developed a distinctive format, system and plan for the manufacturing and marketing of tanks under the trade name of Turtle TanksTM, and is in the business of owning, operating and licensing such locations.

B. Turtle TanksTM is the owner of the trade name Turtle TanksTM and related trade marks, logos, designs and systems used in connection therewith.

C. Turtle TanksTM has established relationships with suppliers and has developed systems and technical expertise that enable it to provide this expertise and assistance to the Licensee.

D. The Licensee understands that the systems, techniques, specifications, policies and controls established and insisted upon by Turtle TanksTM are for the purposes of ensuring and maintaining standardization, uniformity and quality control among all locations licensed to manufacture Turtle TanksTM.

E. The Licensee has requested that Turtle TanksTM grant a license to participate in the Turtle TanksTM system.

F. The Licensee agrees that the following matters must be agreed to between the parties of the Turtle TanksTM system to operate efficiently and uniformly.



Licensee_________________________

Turtle Tanks_________________________

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For good and valuable consideration and for the purpose of making this agreement binding on both parties, the parties agree as follows:

1. Payment of __________ will allow the right to manufacture and market products in the specified territory under the trade name of Turtle TanksTM. The Licensee agrees that this is a license only to manufacture and market and that paying the license fee does not give the Licensee any ownership rights in Turtle TanksTM trade marks, logos, and designs.

2. The Licensee agrees that, in consideration of Turtle TanksTM providing ongoing training, marketing, technical services, trade secrets, website support, license of Turtle Tanks' TM trademarks and designs, and adherence to protection of the specified territory , the Licensee agrees to pay Turtle TanksTM an annual fee of _______.

3. The Licensee agrees to pay a royalty fee of _____% of the sales of Turtle TanksTM products.

Terms of Payment: Royalty to be paid quarterly.

4. The Licensee agrees that the secured territory has market demand for Turtle TanksTM

products and that a minimum sales performance of ____________ per year would be required to be considered for a license renewal.

5. The Turtle Tanks’ TM Manual and the Turtle TanksTM Production Manual will be supplied to the Licensee and will form the basis of the manner in which Turtle TanksTM are manufactured.

6. The Licensee will receive seven days of training at their location of business. The cost of this training is included in the License fee.

7. The length of this agreement is five (5) years. The License agreement may be renewed for a further five (5) years by mutual written agreement.

8. Turtle TanksTM agrees to provide the Licensee with production molds that will consist of different sizes and styles that Turtle TanksTM has designed. It is the responsibility of the Licensee that Turtle TanksTM are built to specifications which meet all criteria based on local, state or provincial, and national regulations as enforced by the applicable approving bodies.


9. The Licensee agrees to manufacture and market products licensed by Turtle TanksTM ; and to the high standards of quality as outlined in the manuals.

10. Should the Licensee wish to assign his or her interest in this agreement, they must first secure the consent of Turtle TanksTM which will not be unreasonably withheld.





Licensee_________________________

Turtle Tanks_________________________

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11. In the event of termination regardless of any reason the Licensee agrees that they will immediately stop carrying on business as Turtle Tanks TM, and remove any Turtle TanksTM signage. The Licensee agrees not to manufacture and sell an equivalent copy of the Turtle Tank system for a period of 2 years within the License Territory. The Licensee also agrees that all Turtle TanksTM information is to be kept confidential and regarded as trade secret.

12. The parties agree that if a dispute arises they will first attempt to mediate the dispute through a mediator appointed by each party’s solicitor. If mediation does not successfully resolve the dispute within ninety (90) days, the parties agree that British Columbia courts will be used to resolve the dispute. In the case of matters such as trademarks and industrial design disputes, these matters will be dealt with by the Federal Court of Canada.

13. If any of the terms or conditions of the license agreement is held in dispute and is upheld by the court, the balance of the agreement will remain effective.

14. If the Licensee becomes insolvent, the license immediately becomes void and non-binding. All information pertaining to Turtle TanksTM must be returned to Turtle TanksTM



15. The Licensee agrees to save Turtle TanksTM harmless from all damage suits in connection with the management of the herein described property and from liability from injury suffered by an employee or other person whomsoever, and to carry, at his expense workmen’s compensation insurance adequate to protect the interests of the parties hereto.


16. INSURANCE

a) Licensee shall maintain and keep in force, at its expense, such forms of insurance including but not limited to, general public liability insurance against claims for personal injury, death, or property damage, errors and omissions and in such minimum amounts and with such approved insurance companies as Turtle TanksTM reasonably shall require. Licensee shall cause its insurance agency to deliver directly to Turtle TanksTM, certificates of insurance evidencing that such insurance is in full force and effect.


17. Time shall be of the essence.









Licensee_________________________


Turtle Tanks_________________________


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Description of Molds and Equipment Sold by Turtle Tanks to Manufacture Concrete Turtle TanksTM






Molds and equipment may be added to this agreement with written consent from Turtle TanksTM and the Licensee.



Description of Territory to Manufacture and Market Concrete and Turtle TanksTM










IN WITNESS WHEREOF the parties hereto have executed this agreement on

the ______________day of_____________________, 200___.


Turtle Tanks LICENSEE

_______________________ _______________________

James K. Ripley (Name) ________________



NOTARY OR LAWYER


___________________________


____________________________

(Name)




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