LICENSE AGREEMENT



(From Perceptron to Inspectron)


 


	Between:	Perceptron, Inc., a Michigan corporation (“Licensor”)
	 	 
	And:	Inspectron, Inc., a Michigan corporation (“Licensee”)
	 	 
	Dated:	August 30, 2012


  


WHEREAS, Licensee is
purchasing and the Licensor is selling substantially all of the assets of the Licensor’s Commercial Products Business Unit
(“CBU”) pursuant to an Asset Purchase Agreement dated August 30, 2012 between the Licensor and Licensee (the “Asset
Purchase Agreement”).


 


WHEREAS, upon the Closing
of the Asset Purchase Agreement, Licensor will continue to own, to the exclusion of Licensee, all right, title and interest in
certain trademarks other than the Purchased CBU Trademarks (as defined in the Asset Purchase Agreement).


 


WHEREAS, as part of
the Closing of the Asset Purchase Agreement, Licensor has agreed to grant to Licensee a non-exclusive, fully-paid and limited license
in and to the trademarks “Perceptron”, “Powered by Perceptron” and “Imaging Powered by Perceptron”
(“Licensed Seller Trademarks”).


 


NOW, THEREFORE, in
consideration of the promises and covenants contained herein and for other good and valuable consideration, the parties agree as
follows:


 


		1.	LICENSE



 


		1.1	Grant. Licensor hereby grants to Licensee a non-exclusive, non-assignable fully-paid license to use the Licensed Seller
Trademarks in all countries where such rights exist to the extent reasonably necessary for Licensee to carry on the business conducted
by the CBU prior to the Closing of the Asset Purchase Agreement; provided, however, that Licensee may not use the Licensed Seller
Trademarks in violation of the provisions of the Mutual Covenant Not to Compete between Licensor and Licensee dated August 30,
2012 (the “Non-Compete Agreement”). This license will expire on December 31, 2012, after which Licensee will have no
further rights of use of any kind. Licensee’s use of the Licensed Seller Trademarks during the period until December 31,
2012 will be subject to the following provisions:



 






    	 



    	 



    
 


		(a)	Licensee can only use the Licensed Seller Trademarks in connection with the sale or offer for sale of any remaining products
that utilize labels or have graphical user interfaces that have such trademarks embedded within them;



 


		(b)	Licensee shall furnish to Licensor prior to any use, for the approval by Licensor, copies of any new advertising and promotional
material on which the Licensed Seller Trademarks appear (the "Materials"). Licensor shall have the right to approve or
disapprove any or all Materials and Licensor's approval shall not be unreasonably withheld. Any Materials submitted to Licensor
shall be deemed approved unless Licensor notifies Licensee to the contrary within ten (10) business days after receipt of such
Materials;



 


		(c)	The products sold by Licensee which use the Licensed Seller Trademarks will meet both contractual as well as commercially reasonable
standards as to design, quality and specifications, in accordance with Licensor’s past practices; and



 


		(d)	The Licensee undertakes to maintain the quality of the products at a level so as not to impair the quality, image and standards
established and maintained by the Licensor or this license may be terminated by Licensor. The Licensee will allow the Licensor
to examine products that utilize labels or have graphical user interfaces bearing the Licensed Seller Trademarks at the premises
of the Licensee from time to time upon the Licensor's reasonable request, at the expense of the Licensor, in order to permit the
Licensor to examine the quality of the products.



 


		1.2	Reservation of Rights. Subject to the provisions of the Non-Compete Agreement, because the right and license is non-exclusive,
Licensor has and retains the rights, among others, to manufacture, use, offer to sell, sell, and lease the Licensed Seller Trademarks
and to grant licenses to others to do the same.



 


		2.	ASSET PURCHASE AGREEMENT.



 


		2.1	This Agreement is being delivered pursuant to and subject to the representations, warranties, covenants and agreements set
forth in the Asset Purchase Agreement.



 


		2.2	Nothing in this Agreement, express or implied, is intended or shall be construed to expand or defeat, impair or limit in any
way the rights, obligations, claims or remedies of the parties under the Asset Purchase Agreement.



 


		2.3	Nothing in this Agreement, express or implied, is intended or shall be construed to confer upon, any person, corporation or
other entity, other than the parties to this Agreement, any rights, remedies, obligations or liabilities.



 






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		3.	MISCELLANEOUS



 


		3.1	Specific Performance. Each party acknowledges that the other party will be irreparably harmed in the event of
a breach or threatened breach of the provisions of this Agreement. In the event of a breach or threatened breach, the aggrieved
party will be entitled to an injunction, without posting of bond, restraining the breaching party from engaging in any of the activities
prohibited by the Agreement, whether such activities actually have been engaged in or are threatened. Nothing herein will be construed
as prohibiting a party from pursuing any other available remedies at law or in equity for such breach or threatened breach, including
the recovery of damages.



 


		3.2	Severability. If any term, covenant, condition or provision of this Agreement, or the application thereof to any party
or circumstance, is to any extent held invalid or unenforceable by a judicial order, the remainder of this Agreement or application
of such term or provision to parties or circumstances other than those as to which it is held invalid or unenforceable will not
be affected thereby and each term, covenant, condition or provision of this Agreement will be valid and be enforced to the fullest
extent permitted by law. The invalid or unenforceable provision will be curtailed, limited or eliminated only to the extent necessary
to remove such invalidity or unenforceability with respect to the applicable law as it will then be applied.



 


		3.3	Binding Effect. Licensee may not assign its rights and obligations under this Agreement. Licensor may assign its rights
and obligations under this Agreement, provided that (i) Licensor will remain liable to Licensee for Licensor’s obligations
under this Agreement, the Asset Purchase Agreement, including for the breach of any such obligations by the assignee and (ii) the
assignee assumes and agrees to perform all of Licensor’s obligations under this Agreement and the Asset Purchase Agreement.
Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties and their respective successors
and permitted assigns.



 


		3.4	Headings; Drafting. The headings used in this Agreement are intended for convenience of reference only. The headings
will not be considered to have any substantive significance or to define, limit or enlarge the scope or meaning of this agreement
or any provision hereof. This Agreement is deemed to have been drafted jointly by the parties and, accordingly, any ambiguous provision
will not be resolved in favor of one party on the basis that the other party drafted the ambiguous provision.



 


		3.5	Jurisdiction and Venue. If either party brings legal action against the other party to enforce or declare the terms
of this Agreement, the party will initiate the legal action in the U.S. District Court for the Eastern District of Michigan or
in the circuit court of the State of Michigan, in Washtenaw County, and the legal action will thereafter be adjudicated exclusively
within such court. Each party submits to the exclusive jurisdiction of the federal and state courts as specified above. Each of
the parties further agrees that service of any process, summons, notice or document by U.S. registered mail to such party’s
respective address set forth in the attached Schedule of Notice Address (or such changed address as provided in Section 3.11 Notices
below) shall be effective service of process for any action, suit or proceeding with respect to any matters to which it has submitted
to jurisdiction in this Section 3.5. Each of the parties irrevocably and unconditionally waives any objection to the laying of
venue of any action, suit or proceeding arising out of this Agreement or the transactions contemplated hereby in such courts and
hereby further irrevocably and unconditionally waives and agrees not to plead or claim in any such court that any such action,
suit or proceeding brought in any such court has been brought in an inconvenient forum. During any time that litigation is pending
between the parties, any new legal action between the parties will be initiated and adjudicated in the same state or federal court
in which the litigation is already pending, regardless which party initiates the new legal action and, to the extent permitted,
shall be consolidated with the pending litigation.



 






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		3.6	Governing Law. This Agreement will be governed by and interpreted in accordance with the substantive laws of the State
of Michigan without regard to conflicts of laws principles that would require the application of the law of any other jurisdiction.



 


		3.7	Attorney’s Fees. If a suit, action, or other proceeding of any nature whatsoever (including any proceeding under
the U.S. Bankruptcy Code) is instituted to enforce or interpret any provision of this Agreement or in connection with any dispute
hereunder, the party which substantially prevails will be entitled to recover such amount as the court may adjudge reasonable as
attorney’s fees and all other fees, costs, and expenses of litigation at trial or any appeal or review, in addition to all
other amounts provided by law.



 


		3.8	Entire Agreement. This Agreement, together with the Asset Purchase Agreement and the other agreements and instruments
referenced therein, contains the entire agreement with respect to the matters contemplated by this Agreement and supersedes all
prior oral and written agreements among the parties with respect to such matters.



 


		3.9	Amendment. This Agreement may not be modified or amended except by a written agreement signed by an officer of each
party.



 


		3.10	Waiver. Failure of any party to complain of any act or omission on the part of any other party in breach or default
of this Agreement, no matter how long the same may continue, will not be deemed to be a waiver by the party of its rights hereunder.
No waiver by any party at any time, express or implied, of any breach of any provision of this Agreement will be deemed a waiver
of a breach of any other provision of this Agreement or a consent to any subsequent breach of the same or other provisions.



 


		3.11	Notices. Any notice required or permitted to be given under this Agreement will be in writing and will be deemed duly
given if sent by (i) facsimile transmission and mailed as indicated on the attached Schedule of Notice Addresses (unless such address
has changed by prior written notice); or (ii) mailed, sent by overnight courier or delivered personally as indicated on the attached
Schedule of Notice Addresses (unless such address have been changed by prior written notice). Delivery will be deemed effective
on the first business day after the date on which the facsimile is successfully transmitted, or the notice is received in the case
of any other notice. A party may change its mailing address and/or fax number by providing written notice to the other party.



 






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		3.12	Delays. Neither party will incur any liability for any delay in performance which results from power failure, energy
shortage, act of God, act of governmental authority, act of a public enemy or of war, terrorist attack, riot, fire, flood, civil
commotion, insurrection, labor difficulty (including without limitation, strike, boycott, or other work stoppage or slowdown),
severe or adverse weather condition, act of subcontractors or suppliers or other cause beyond the party’s control.



 


		3.13	Counterparts. This Agreement may be executed in any number of counterparts, all of which together will constitute one
and the same agreement, and it may be executed by facsimile signature.



 


		3.14	Further Assurances. From time to time, upon request of either party, the other party will execute, acknowledge, and
deliver such documents and undertake such actions as may be reasonably requested in order to fulfill its obligations under this
Agreement.



 


 


 


	 	Perceptron, Inc.
	 	 	 
	 	 	 
	 	 	 
	 	By:	/s/ David W. Geiss
	 	 	David W. Geiss
	 	 	Vice President, General Counsel
	 	 	 
	 	 	 
	 	Inspectron, Inc.
	 	 	 
	 	By:	/s/ Richard Price
	 	 	Richard Price
	 	 	President



 






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SCHEDULE
OF NOTICE ADDRESSESS




 


 





	If to Perceptron:	Perceptron, Inc.
	 	47827 Halyard Drive
	 	Plymouth, Michigan 48170
	 	Attention: Harry T. Rittenour
	 	President and CEO
	 	Facsimile: 734 414-4800
	 	 
	 	With copies to:
	 	Perceptron, Inc.
	 	47827 Halyard Drive
	 	Plymouth, Michigan 48170
	 	Attention: David W. Geiss
	 	Vice President and General Counsel
	 	Facsimile: 734 414-4800
	 	 
	 	 
	If to Inspectron:	Inspectron, Inc.
	 	2159 Applebrook Drive
	 	Commerce Township, Michigan 48382
	 	Attention: Richard Price
	 	Facsimile:
	 	 
	 	With copies to:
	 	Butzel Long
	 	150 West Jefferson
	 	Detroit, MI 48226
	 	Attention: Justin G. Klimko
	 	Facsimile No.: 313 225 7080




 






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