WHEREAS, Licensor developed, patented and is the owner of all right, title and interest in and to the USeeTM Refraction tool and the USeeTM Vision Kit (collectively the “Kit”). Licensor has the right to sell the Kit and licenses for the use of the Kit together with or apart from accompanying copyrighted, trademarked and patented items; and 

 WHEREAS, Licensee desires to obtain the benefits resulting from the use of the Kit and/or, subject to the express terms of this Agreement, distributing the Kit to third parties (Licensee and third parties are collectively referred to herein where appropriate as “End Users”), in order to provide basic refractory services, including, but not limited to, eye screening, refraction and fitting of glasses, for use with low-income or underserved populations around the World. For the right to use the Kit and/or to distribute the Kit to third parties, Licensee hereby agrees to abide by the terms and conditions contained herein and to subject any distribution to third parties to the terms hereof. 

 NOW THEREFORE, for good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, Licensor agrees to grant Licensee a license to use and distribute the Kit to End Users according to the following terms and conditions: 

 WITNESSETH 

 Incorporation by reference. The Parties hereby incorporate by reference the above recitals as material terms of this Agreement. 

 Article I. Grant of License to Licensee. 

 Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee, and Licensee accepts from Licensor, a non-exclusive license to use the Kit to provide basic refractory services, including, but not limited to, eye screening, refraction and fitting of glasses, for use with low-income or underserved populations around the World. Licensee shall also have the right to distribute the Kit under this license to End Users, only for the same limited purpose as stated herein, subject to the terms and conditions set forth in Article III below. LICENSEE UNDERSTANDS AND AGREES THAT NEITHER THE KIT NOR ANY RELATED PRODUCTS OR MATERIALS MAY BE DISTRIBUTED TO OR SHARED WITH ANY THIRD PARTY FOR ANY PURPOSE OTHER THAN AS SPECIFIED HEREIN AND THAT ANY SUCH DISTRIBUTION SHALL BE EXPRESSLY MADE SUBJECT TO AND CONTROLLED BY THE TERMS OF THIS AGREEMENT. 

Licensee acknowledges that when a new version(s) of the Kit are made available, Licensor has no obligation to provide the new version to Licensee or any End User and that support for any past version may no longer be accessible or otherwise available for use. Licensee acknowledges that Licensor may, but has no obligation to, provide Licensee or any End User with any training, support, or other customer services related to the Kit. Licensor reserves all rights in and to Kit not specifically conveyed pursuant to this Agreement. Licensor also reserves the right to publish a selected list of Licensees of the Kit and a list of all End Users. Gathering and/or use of any such information shall be in compliance with applicable laws and regulations concerning patient medical information if not otherwise gathered or presented to preserve anonymity. 

 Licensor shall have the right, with written notice to Licensee, to amend, modify or revise any term or terms of this Agreement at any time in its sole and absolute discretion. Such amendments, modifications or revisions shall be made in writing and provided to Licensee at least thirty (30) days prior to the effective date of any such amendment or modification. Within thirty (30) calendar days of the date such written notice, Licensee shall have the right to terminate this Agreement, thereby rejecting the terms of such amendment or revision. If Licensee so elects to terminate this Agreement, it shall promptly discontinue all use of the Kit, certify in writing that all Kits and related documentation and materials provided to Licensee by the Licensor have been returned to Licensor and certify in writing that the same has been done by all End Users. In the event of Licensee terminates the agreement as a result of rejecting Licensor amendment, Licensor will refund payment on any unused/complete Kits and pay for return shipping of said Kits. Should Licensee not provide notice of termination (including via non-response) within such thirty (30) day period, such amendments, revisions and modifications shall remain binding and enforceable on Licensee without the need for either Party to take any further action or make any further agreement or amendment.

 Licensor shall have the right to terminate this Agreement, at its discretion, for any reason upon providing Licensee with ninety (90) days advance notice. However, in the event that Licensor determines that an incurable breach of this Agreement by Licensee has occurred, said advance notice period shall be reduced to thirty (30) days; and in the event exigent circumstances exist, Licensor shall have the right to terminate this Agreement immediately with notice.

 This license is intended to provide access and use of the Kit to not-for-profit (including governmental) institutions and non-commercial entities and organizations who seek to provide basic refractory services, including, but not limited to, eye screening, refraction and fitting of glasses, to low-income people or people in underserved populations around the World. In the event that Licensor determines at any time and in its sole discretion that a Licensee does not meet these requirements, Licensor shall have the right to terminate this Agreement upon ten (10) days written notice. If the Licensee is in breach of its representations set forth in prior communications such as previously submitted forms and statements outlining country of implementation, organization affiliation, etc., and hereinbelow, this Agreement shall be hereby and immediately rendered null, void and without effect. 

 Article II. Payment for License 

 Pursuant to this Agreement, Licensor has agreed to provide the materials to Licensee at a cost outlined in the Catalog of Goods (provided separately, and updated on at least an annual basis). Payment for the Kits shall be made in the form of a lump sum at the time of execution of this Agreement, or upon terms and conditions that the Parties agree to, in writing, at some point prior to Licensor delivery of the Kits to Licensee. 

 Article III. Grant of License by Licensee 

 Subject to the terms and conditions of the Agreement, and to the extent not already covered herein, Licensee shall have the right to distribute Kits subject to this Agreement to End Users, for the sole and limited purpose of providing basic refractory services, including, but not limited to, eye screening, refraction and fitting of glasses, to low-income people or people in underserved populations around the World. Any limited sub-license to use the Kit granted by Licensee to any End User shall be subject to the same terms and conditions contained herein. Licensee covenants and agrees to accept all liability for any damages caused by any End User’s breach of this Agreement. Licensee shall immediately provide Licensor with the name and contact information of End User whom it grants a limited sub-license to under this Article. Licensor has the right to terminate any license granted by Licensee to any End User, for any reason and in its sole discretion. 

 Licensee and any End User agree that Licensor retains exclusive ownership of the Kit, underlying patents and trademarks represented by its company name and logo and product names including but not limited to all marks, logos, tradenames, and related intellectual property, and all of the documentation and computer recorded data related thereto. Licensee and any End User also agree that all techniques, methods, and processes related to the operation of Licensor's Kit or any modification thereof constitute trade secrets of Licensor and will be safeguarded by Licensee and any End User, but in no event shall Licensee or any End User exercise less than due diligence and care in accordance with the laws of the country of purchase and International Law, whichever operates to best protect the interests of Licensor. Licensee and any End User shall not copy, reproduce, re-manufacture or in any way duplicate all or any part of the Kit or any of Licensor’s products, whether Licensee modifies the same or not, except as specified in this Agreement and in accordance with the terms and conditions of this Agreement which remain in force. Licensee and any other End User agree that unauthorized distribution, copying, duplication, or otherwise reproducing all or any part of the Kit or related documentation and/or products provided by Licensor or the failure to protect such products will actually and materially damage Licensor. End User agrees that in the event Licensee or any End User breaches this agreement, Licensee will be liable for damages as may be determined by a court of competent jurisdiction. 

 Article V. Scope of Use and Limitation of Liability.

 Licensee and any End Users hereby covenant to use the Kit to provide basic refractory services, including, but not limited to, eye screening, refraction and fitting of glasses, for use with low income or underserved populations around the World. Any use of the Kit outside of this limited purpose or in a manner other than as directed in the materials provided with the Kit, is strictly prohibited. Licensee will indemnify and hold Licensor, including its officers, directors, agents, subsidiaries, joint ventures and employees (collectively, “Indemnitees”), harmless from any costs, expenses (including legal costs and attorneys’ fees), liabilities, penalties, fines, losses, damages, demands, third-party claims, judgments and/or other forms of liability, whether arising from personal or bodily injury, illness, or death, or tangible or intangible property damage or loss, or otherwise (collectively, “Claims”), in connection with, arising out of, or relating to: (a) any use of or inability to use, or reliance on, the Kit by or on behalf of the Licensee or any End User; (b) any misstatements, inaccuracies, errors, or omissions in connection with the use of the Kit by Licensee or any End User; and/or (c) any diagnosis, recommendation, advice, treatment, procedure, or other action by or on behalf of Licensee or End User in connection with the purchase, access, or use of, inability to use, or reliance on the Kit with respect to any individual(s), regardless of the legal basis for the claim(s). Licensee hereby assumes and bears the entire risk with respect to the foregoing, and to the fullest extent permitted by law, releases Licensor and its Indemnitees from any liability relating to the foregoing. 

 Article VI. Limited Warranty Policy. 

 Licensor warrants that all materials furnished by Licensor constitute an accurate manufacture of Licensor’s products. However, Licensor disclaims all other warranties, whether express or implied, to the extent permitted by law, including, without limitation, warranties as to accuracy, reliability, completeness, or correctness of the Kit or its testing results. To the extent permitted by law, Licensor disclaims any implied warranties of merchantability, fitness for a particular purpose, and all warranties arising from course of dealing or trade usage. In no event will Licensor be liable to Licensee or any End User or other third-party, in contract, tort, strict liability or otherwise for any indirect, incidental, special, exemplary or consequential damages arising out of the use of or the inability to use the Kit, inaccurate or incomplete results, or any related loss. Licensor will not honor any warranty where the Kit has been subjected to physical abuse or used in an improper manner. 

 Article VII. Repair and Replacement

 Licensee shall immediately notify Licensor of any defect, loss, theft or substantial damage to the Kit that affects the effectiveness of the Kit so that Licensor can determine what, if any, repair or replacement is required. Decisions to repair or replace the Kit are made at the sole discretion of the Licensor. 

 Article VIII. Not Medical Advice. 

 Licensee and any End User acknowledge that neither they nor Licensor are providing health or medical advice by use of the Kit. Use of the Kit is not a replacement for comprehensive eye exams, diagnosis, recommendations or advice from an appropriately trained physician and/or ophthalmologist. Licensee and any End User agree that neither will represent to any other person that use of the Kit in any way substitutes for medical advice and each agrees to expressly state as such to all persons to whom they provide services related to the Kit. 

 Article IX. Licensee’s Representations. 

Licensee makes the following representations to Licensor: 

2) Licensee will use the USee TM refraction device solely in conjunction with assembly an distribution of frames and lenses provided in the Kit or by the Licensor and shall not use the USee TM as a refraction device to determine prescriptions for assembly or distribution of glasses not provided or otherwise agreed to by the Licensor. 

3) Licensee will refrain from representing to any person that the screening, refraction and fitting of glasses services provided by the Kit are a substitute for a comprehensive eye exam and care or medical advice. 

4) Licensee or any End User will make all reasonable efforts to provide services beyond the Kit or make referrals to a competent eye health care professional for any person treated with the Kit by the Licensee or any End User whose eye issues are too complex or cannot otherwise be corrected by using the Kit. 

5) Licensee or any End User has experience and training in refraction, including, but not limited to certification training provided by Licensor in regard to the use of the USeeTM refraction tool and Vision Kit components. 

6) Licensee will use the appropriately sized frame for customers, based on age, and best fit based on the person’s size. If children younger than 12 are going to be tested and provided eyeglasses, children’s frames must be present, and used when appropriate to ensure best fit. 

Article X. Assignment of License 

Without the prior written approval of Licensor, Licensee may neither assign its rights nor delegate its duties under this Agreement to any other party. Licensor shall have the right to assign its rights and delegate its duties under this Agreement, however. This Agreement shall be binding upon the successors and legal representatives of the Licensee. 

 Article XI. Termination of End User License.

 If any one or more of the provisions of this Agreement is breached, the license granted by this Agreement is hereby terminated. Nevertheless, in the event of such termination, all the provisions of this Agreement which operate to protect the rights of Licensor shall continue in force. 

 Article XII. Injunction Relief. 

 It is understood and agreed that, notwithstanding any other provisions of this Agreement, Licensor has the unequivocal right to obtain timely injunctive relief to protect the proprietary rights of Licensor. 

Article XIII. Governing Law and Venue. 

 This Agreement shall be construed, governed, interpreted and applied in accordance with the federal laws of the United States and the State laws of Maryland. The Parties agree to the exclusive jurisdiction of the courts of competent jurisdiction in Talbot County, Maryland or the United States District Court for Maryland. 

 Article XIV. Entire Agreement. 

 This Agreement constitutes the entire agreement between the parties and supersedes any prior agreements. This Agreement may only be changed by mutual written consent. 

 Article XV. Confidential Information. 

 As used herein, "Confidential Information" shall mean and include the Kit, as well as any and all technical and non-technical information provided by Licensor to Licensee that is not generally available to the public. Confidential Information shall include, but is not limited to the Kit, as well as patent applications, trade secrets proprietary information, ideas, techniques, sketches, drawings, manuals, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future, and proposed products and services of Licensor, information concerning research, experimental work, development, design details and specifications, engineering, financial information and forecasts, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, and information that Licensor provides regarding third parties. 

 In the event Confidential Information is disclosed to or otherwise obtained by Licensee, the following terms shall apply: 

1) Licensee shall treat such Confidential Information as confidential and use the same degree of care as it employs in the protection of its own confidential information, but in no event less than a reasonable degree of care. 

2) Licensee will restrict its use of the Confidential Information to the uses related to and consistent with its activities under this Agreement, and shall disclose Confidential Information only to those of its employees having a need-to-know to further the purposes of this Agreement, and provided that such employee agrees to comply with the terms of this Agreement. 

 Article XVI. Notices 

 Any formal notice or other communication provided for in this Agreement shall be in writing and addressed to the Party. Notices to Licensor shall be sent to: 

Global Vision 2020 

102 E Dover St, 

Easton, MD 21601 

 Notices to Licensee shall be sent to: _________________________ _________________________ _________________________ 

 Such notice or other communication shall be sent by (i) first-class U.S. Mail or express courier to the Party's street address, (ii) by facsimile or (iii) by email as indicated herein. Routine correspondence between the Parties may be made by email to the email address. 

 Article XVII. Miscellaneous. 

 If for any reason any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. 

 The failure of one Party to assert a right hereunder shall not constitute a waiver of that right or excuse a similar subsequent failure to perform any such term or condition by the other Party. 

 This Agreement constitutes the entire understanding between the Parties. Neither Party shall be obligated by any condition or representation other than those expressly stated in this Agreement, as amended. 

 Each of the individual persons and entities signing on behalf of any party hereto hereby warrants and represents to the other Party hereto, that they have the full and complete authority to bind the Party on whose behalf they purport to sign to the terms and covenants of this Agreement. 

 The Parties agree to cooperate fully and to execute any and all supplementary documents and to take all additional actions as may be necessary or appropriate to give full force and effect to the terms and intent of this Agreement. 

 The Parties agree that this Agreement may be executed in counterparts, all of which shall constitute one agreement. The Parties further agree that copies of signatures shall be sufficient to bind the parties to this Agreement. 

 The date of this agreement shall be the last day on which any party to this Agreement signs the Agreement.