THIS AGREEMENT made as of this _____ day of _____, 20_____ between _______________, located at _______________ (hereinafter “LICENSOR”), and _______________, located at _____________________________________________ (hereinafter “LICENSEE”).

WHEREAS, LICENSOR has invented a _______________ (hereinafter “Item”), and WHEREAS, LICENSOR has presented the Item to LICENSEE for evaluation and possible licensing; and

WHEREAS, LICENSEE wishes to review and evaluate the Item;

It is therefore agreed between the parties as follows:

LICENSOR agrees that LICENSEE may examine and evaluate the Item for a period commencing on the date of this Agreement and ending on (insert date) (“Review Period”). LICENSOR represents that, to the best of its knowledge, information and belief, it has such rights in and title to the Item as to enable it to grant LICENSEE an exclusive license for its manufacture and sale. LICENSOR agrees that it will not license or disclose the Item or similar items during the Review Period to any other person, firm, corporation, or other entity that would compete with LICENSEE.

LICENSOR agrees that should LICENSEE wish to license the Item, LICENSOR will enter into a mutually satisfactory licensing agreement for the exclusive use in the _______________ (define territory, e.g., United States, Europe, worldwide, etc.) of the Item with LICENSEE or a subsidiary or affiliate designated by LICENSEE.

In consideration of the foregoing, LICENSEE agrees to pay to LICENSOR the sum of $_____, along with other good and valuable consideration, the receipt of which is hereby acknowledged. If LICENSEE decides to license the Item, it will so notify LICENSOR by a written confirmation sent to LICENSOR at the address specified above, e-mailed or faxed no later than the last day of the Review Period, and both parties agree to negotiate a licensing agreement within thirty (30) days thereafter. In that event, LICENSEE may apply the above-referenced paid consideration against any royalties payable under the executed license agreement. In the event that LICENSEE does not elect to use the Item, it is agreed that LICENSOR shall be entitled to retain the entire sum payable hereunder.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.