Exhibit 10.3


 


MINE RESISTANT AMBUSH PROTECTED VEHICLE
PROGRAM

AND

MEDIUM MINE PROTECTED VEHICLE PROGRAM


 


TECHNOLOGY

AND LICENSE AGREEMENT


 


IN THIS
TECHNOLOGY AND LICENSE AGREEMENT (“Agreement”), General Dynamics Land
Systems Inc. (“GDLS”), Force Protection, Inc. (“FPI”), and
Force Dynamics LLC (“FDL”) (hereafter collectively “Parties” and
individually “Party”), agree as follows:


 


ARTICLE 1  —  Background
of Agreement


 


1.1                                 FPI
and its Affiliates (as defined below) have designed and developed a wheeled
armored vehicle currently identified as the “Cougar” armored vehicle.


 


1.2                                 FPI
and its Affiliates own or Control (as defined below) Intellectual Property
Rights (as defined below) and Technology (as defined below) directed to the
design, construction, manufacture and use of the Cougar armored vehicle.


 


1.3                                 FPI
and GDLS have agreed to team together to hid for and perform contracts that are
issued pursuant to the Program (as defined below).


 


1.4                                 To
implement their teaming arrangement, FPI and GDLS, pursuant to the Force
Dynamics LC Joint Venture Agreement dated December 15, 2006 (“JV
Agreement”), have formed FDL as a joint venture company to serve as their
contracting entity for the Program.


 


1.5                                 Under
Section 6.13.16 of the JV Agreement, the Parties have entered into this
Agreement and included this Agreement as Exhibit 6 to the JV Agreement.


 


ARTICLE 2  —  Definitions


 


2.1                                 “Affiliate”
means any entity that directly (or indirectly through one or more
intermediaries) controls, is controlled by, or is under common control with a
Party. For purposes of this definition only, the terms “controls,” “controlled,”
and “control” means the direct or indirect ability or power to direct or cause
the direction of the management and policies of any entity or otherwise direct
the affairs of such entity, whether through ownership of equity, voting
securities, or beneficial interest, by contract, or otherwise. For purposes of
this Agreement, no Party is an Affiliate of any other Party.


 


2.2                                 “Background
IP” means (a) 1P and Technology that is owned, used or Controlled by a
Party prior to the Effective Date and (b) IP and ‘Technology that is made
or acquired after the Effective Date by or for a Party independently of the
Program and that is not based on derived from or a modification of another
Party’s Background IP.


 

















 


2.3                                 “Control”
and cognates thereof, with respect to IP and Technology, means the ability to
grant rights to a Party in accordance with this Agreement without accounting to
any Third Party,


 


2.4                                 “Effective
Date” means the date of signature of the last Party to sign this Agreement.


 


2.5                                 “Foreground
IP” means IP or Technology made or acquired by or for a Party after the
Effective Date in conjunction with the Program.


 


2.6                                 “FPI
Background IP” means Background IP owned or Controlled by FPI the use or practice
of which is necessary for FDL and GDLS to perform under the Program.


 


2.7                                 “GDLS
Background IP” means Background IP owned or Controlled by GDLS the use or
practice of which is necessary for FDL and FPI to perform under the Program.


 


2.8                                 “Intellectual
Property” or “IP” means patents, copyrights, mask works, and trade secrets,
but specifically excludes trademarks.


 


2.9                                 “Joint
Foreground IP” means Foreground IP that is jointly owned by FPI and GDLS
pursuant to Section 3.5.


 


2.10                           “Program”
means the Mine Resistant Ambush Protected (“MRAP”) Vehicle Program, a United
States joint services program to produce and provide lifecycle support to
address the current threat of improvised explosive devices in the Middle East
as more fully described in solicitation number M67854-07-R-5000 and resulting
contract M67854-07-D-5031 and/or the Medium Mine Protected Vehicle (MMPV) as
described in Solicitation No: W56HZV-07-R-0315. The Program will include any
and all solicitations and RFP’s for MRAP and/or MMPV production and lifecycle
support and/or any follow on work which may be performed, including any program
name change, changed or future program requirements, product evolutions and
technology insertions related to the MRAP or MMPV vehicles whether for U.S. or
international sales, or non-military/commercial sales. For the avoidance of
doubt, the Parties’ participation in the “Program” only includes the use of FPI’s
Cougar 4x4 and 6x6 armored vehicles for the MRAP Cat I and Cat II and MMPV
requirements and does not include any other existing or future contracts or
programs for the Parties’ other vehicles (or vehicle variants). For the further
avoidance of doubt, the Program does not include, for illustration and not
limitation, the JERRV program, the GSTAMIDS program, the 1LAV and Mastiff
programs, the Buffalo and Cheetah vehicles, the Stryker, LAV, and RG-31
vehicles, the MRAP Cat III program and/or the JLTV program.


 


2.11                           “Technical
Data” or “TD” means assembly drawings, specification control drawings,
source control drawings, parts lists, wiring diagrams, parts identification
documentation, equipment design specifications, interface control 


 


2

















 


documents, system
diagrams, flow diagrams, test procedures, test specifications, trial reports,
manual, instructional materials, firmware data, software specifications, source
code listings, control commands and other software documentation, and technical
publication source data.


 


2.12                           “Technology”
means:


 


(a)                                  all
inventions, works of authorship, discoveries, ideas, innovations, know-how,
processes, techniques and developments;


 


(b)                                 all
Technical Data;


 


(c)                                  all
other forms of technology and improvements, modifications, derivatives or
changes thereof, whether tangible or intangible, embodied in any form,
including without limitation manufacturing, engineering and other drawings and
manuals, flow charts, schematics, lab journals, notebooks, blue prints,
technical reports (including research and development reports), studies,
special tooling, fixtures and jigs made specifically for a Program, design and
engineering specifications, user documentation, and equipment repair,
maintenance or service records and manuals, whether or not protectable or
protected by patent, copyright, mask work right, trade secret law or otherwise.


 


2.13                           “Third
Party” means any person or entity other than a Party or an Affiliate of a
Party.


 


ARTICLE 3  —  IP
Rights


 


3.1                                 FPI
and its Affiliates will retain ownership or Control of its Background IP to the
extent owned or Controlled by FPI or its Affiliates as of the Effective Date.


 


3.2                                 GDLS
and its Affiliates will retain ownership or Control of its Background IP to the
extent owned or Controlled by GDLS or its Affiliates as of the Effective Date.
FDL, FP and GDLS understand and agree that there are license fees due for each
MRAP vehicle by FPI to others in the amount of $2,250 per vehicle and this
amount will be paid through FPI but will be paid monthly by GDLS to FP for each
vehicle that GDLS produces under the Program. The license fee shall become due
on the last calendar day of each month in which a vehicle is sold, as evidenced
by a DD Form 250 and payable by the 20th calendar day thereafter. On the
10th calendar day of each month, GDLS shall provide to FPI a list of all
vehicles manufactured by GDLS during the preceding month. FPI shall have the
right to terminate this Agreement upon ten (10) days written notice in the
event GDLS fails to pay the required license fee due hereunder.


 


3.3                                 FPI
hereby grants to FDL and GDLS a non-exclusive, license, without the right to
sublicense, under the FPI Background IP solely for use in performance of the
Program.


 


3

















 


3.4                                 GDLS
hereby grants to FDL and FPI a non-exclusive, royalty-free license, without the
right to sublicense, under the GDLS Background IP solely for use in performance
of the Program.


 


3.5                                 All
Foreground IP solely made or acquired by FPI or its employees, agents or
contractors will be solely owned by FPI. 
All Foreground IP solely made or acquired by GDLS or its employees,
agents or contractors will be solely owned by GDLS. All Foreground IP jointly
made or acquired by FPI and GDLS or their respective employees, agents or
contractors will be jointly owned by FPI and GDLS. All Foreground IP solely or
jointly made or acquired by FDL or its employees, agents or contractors will be
jointly owned by FPI and GDLS, and FDL hereby assigns to FPI and GDLS jointly
all right, title and interest in and to such Foreground IP and all rights
therein.


 


3.6                                 The
Party solely owning Foreground IP, in its sole discretion and at its sole
expense, will exercise commercially reasonable efforts to obtain and maintain
appropriate intellectual property protection for such Foreground IP (“IP
Rights”).


 


3.7                                 The
Parties shall mutually agree upon whether to file patent applications
protecting Joint Foreground IP, and shall mutually agree upon which party shall
be primarily responsible for preparing, filing, and prosecuting any such
applications. FPI and GDLS will share equally all costs incurred in obtaining
and maintaining such patents, provided, however, that either Party may elect by
written notice to the other Party not to share such costs for a particular
patent or patent application, in which event the other Party may abandon such
patent or patent application or may elect to continue to prosecute and maintain
such patent or patent application. The Party electing not to share costs will
assign its interest in any such patent or patent application, provided however
that the Party electing not to share costs will receive a fully-paid up,
royalty-free license under such patents to make, have made, sell, offer for
sale and import products utilizing such patent or patent application.


 


3.8                                 To
the extent the law of a country requires one joint owner to give permission to
other joint owners to exploit a Joint Foreground IP, including any patents
protecting such Joint Foreground IP, FPI and GDLS hereby grant each other
permission to fully exploit any Foreground IP and related patents without
accounting to the other.


 


3.9                                 FPI
hereby grants to FDL and GDLS a nonexclusive, royalty-free license, without the
right to sublicense, under any Foreground IP and associated IP Rights solely
owned by FPI to the extent necessary for FDL and GDLS to perform under the
Program.


 


3.10                           GDLS
hereby grants to FPI and FDL a nonexclusive, royalty-free license, without the
right to sublicense, under any Foreground IP and associated IP Rights solely
owned by GDLS to the extent necessary for FDL and FPI to perform under the
Program.


 


4

















 


3.11                           FPI
hereby covenants not to enforce any FPI Background Rights against activities of
GDLS or FDL authorized pursuant to Section 3.3.


 


3.12                           GDLS
hereby covenants not to enforce any COLS Background Rights against activities
of FPI or FDL authorized pursuant to Section 3.4.


 


3.13                           Nothing
in this Agreement is intended to grant or grants to any Party any right or
license under any IP or Technology owned or Controlled by a Party except to the
extent expressly granted herein for performance under the Program.


 


ARTICLE 4  —  Technology


 


4.1                                 Each
of FPI and GDLS will use commercially reasonable efforts to deliver to the
other Party all Technical Data that in the opinion of the Party possessing the
Technical Data is reasonably necessary for the Parties to perform their
respective obligations under the Program and the JV Agreement.


 


4.2                                 FPI,
FDL and GDLS warrant to each other that all technical data will be complete and
accurate as available and used in each of their facilities FPI, GDLS, and FDL
warrant to each other that the technical data is sufficient to design or
manufacture products based on such information.


 


4.3                                 The
transfer to a Party of any physical item that embodies any Technical Data
Controlled by the transferring Party will not be, and will not be construed to
be, (a) a sale, lease, offer to sell or lease or other transfer of title
or ownership to the receiving Party of such Technical Data or any part thereof,
or (b) a license to the receiving Party (except as expressly provided in
this Agreement) under such Technical Data.


 


ARTICLE 5  —  Confidential
Information


 


5.1                                 All
confidential and/or proprietary information exchanged or disclosed between the
Parties shall be governed by the terms of Exhibit 5 of the JV Agreement
and any amendments to Exhibit 5.


 


ARTICLE 6  —  Term
and Termination


 


6.1                                 The
term of this Agreement will commence on the Effective Date and will end on the
later of the completion or complete termination of the Program or the Force
Dynamics Joint Venture, which ever comes later.


 


6.2                                 Either
Party may terminate this Agreement on the liquidation, bankruptcy or insolvency
of another Party or the appointment of a receiver or trustee for the property
of another Party, or if another Party makes an assignment for the benefit of
creditors, whether any of the aforesaid events are the outcome of a voluntary
act or otherwise. In the event a Party files for bankruptcy and the debtor or
trustee rejects this Agreement, the other Party may elect to retain its rights
under this Agreement upon appropriate written notification to the trustee. All
rights and 


 


5

















 


licenses granted
hereunder or pursuant to this Agreement are, for all purposes of Section 365(n)
of Title 11 of the United States Bankruptcy Code (“Title 11”), licenses of
rights to “intellectual property” as defined in Title 11.


 


6.3                                 If
a Party fails to perform any material term of this Agreement, then a Party may
give written notice of breach to the breaching Party. If the breach identified
in the notice is not cured by the breaching Party within sixty (60) days after
receipt of the notice of breach, this Agreement may be immediately terminated
by either other Party upon written notice to the breaching Party.


 


6.4                                 In
the event performance by a Party is excused pursuant to Section 11.3 for a
continuous period of nine (9) months, any other Party will have the option
of terminating this Agreement upon ninety (90) days written notice to the
excused Party.


 


6.5                                 In
the event of termination of this Agreement pursuant to Section 6.3 for
breach by FDL, FDL will have the right to complete all contracts in the Program
under which FDL is obligated on the date of termination provided FDL complied
with the JV Agreement and this Agreement with respect to such sales.


 


6.6                                 Upon
termination of this Agreement, all licenses to Foreground IP, Background IP,
and all related IP Rights therein shall immediately terminate, and each Party,
upon termination of this Agreement will discontinue use of the other Parties
Background IP, solely-owned Foreground IP, and IP Rights.


 


6.7                                 The
following provisions will survive termination of this Agreement: Articles 3, 5,
7, 8, and 9.


 


6.8                                 The
right of either Party to terminate under the provisions of this Article 6
will not be an exclusive remedy, and either Party will be entitled, if the
circumstances warrant, alternatively or cumulatively, to damages for breach of
this Agreement, to an order requiring performance of the obligations of this
Agreement, or to any other legally available remedy. Termination of this
Agreement will not release either Party from any obligation or liability which
may have accrued prior to or at the time of termination.


 


ARTICLE 7  —  Indemnification


 


7.1                                 GDLS
will indemnify and hold harmless FDL and FPI, its Affiliates and their
respective directors, officers, employees and agents (“FPI Indemnitees”)
from and against all losses, liabilities, damages and expenses, including
reasonable attorneys’ fees and costs (collectively, “Liabilities”),
incurred as a result of any claims, demands, actions or other proceedings by
any Third Party to the extent resulting from: (a) the material breach of
any representation, warranty or covenant by GDLS under this Agreement; or (b) the
negligence or willful misconduct of GDLS. The obligation to indemnify pursuant
to Section 7.1(a) will expire five (5) years after expiration or
termination of this Agreement.


 


6

















 


7.2                                 FPI
will indemnify and hold harmless FDL and GDLS, its Affiliates and their
respective directors, officers, employees and agents (“GDLS Indemnitees”).
(For purposes of this Article 7 —, the term “Indemnitee” may refer to any
or all of FDI, the FPI Indemnitees and the GDLS Indemnitees, as the context may
indicate) from and against all Liabilities, incurred as a result of any claims,
demands, actions or other proceedings by any Third Party to the extent
resulting from: (a) the material breach of any representation, warranty or
covenant by FPI under this Agreement; or (b) the negligence or willful
misconduct of FPI. The obligation to indemnify pursuant to Section 7.2(a) will
expire five (5) years after expiration or termination of this Party’s
Joint Venture Agreement or any resultant contract, subcontracts, purchase
orders or other agreements, whichever is later.


 


7.3                                 FDL
will indemnify and hold harmless the GDLS Indemnitees and the FPI Indemnitees
from and against all Liabilities, incurred as a result of any claims, demands,
actions or other proceedings by any Third Party to the extent resulting from: (a) the
material breach of any representation, warranty or covenant by FDL under this
Agreement; or (b) the negligence or willful misconduct of FDL. The
obligation to indemnify pursuant to Section 7.3 will expire five (5) years
after expiration or termination of this Agreement.


 


7.4                                 If
a Party or Indemnitee intends to claim indemnification under this Article 7.4,
it will promptly notify the indemnifying Party (the “Indemnitor”) in
writing of any claim, demand, action or other proceeding for which the
Indemnitee intends to claim such indemnification, and the Indemnitor may
participate in, and, to the extent the Indemnitor so desires, assume the
defense of such claim, demand, action or proceeding with counsel mutually
satisfactory to the Parties; provided, however, that an
Indemnitee will have the right to retain its own counsel, with the fees and
expenses to be paid by the Indemnitor, if representation of such Indemnitee by
the counsel retained by the Indemnitor would be inappropriate due to actual or
potential differing interests between the Indemnitee and any other Party
represented by such counsel in such proceeding. The obligations of this Article 7.4
will not apply to amounts paid in settlement of any claim, demand, action or
other proceeding if such settlement is effected without the consent of the
Indemnitor, which consent will not be unreasonably withheld or delayed. The
failure to deliver written notice to the Indemnitor within a reasonable time
after the commencement of any such action, if prejudicial to its ability to
defend such action, will relieve the Indemnitor of any obligation to the
Indemnitee under this Article 7.4. The Indemnitee will reasonably
cooperate with the Indemnitor and its legal representatives in the
investigation of any claim, demand, action or other proceeding covered by this Article 7.4.


 


7.5                                 Notwithstanding
anything to the contrary in Articles 7.1-7.4 above, FPI and GDLS shall each
indemnify and hold harmless the other Party from and against all Liabilities
incurred as a result of any claim, demand, action or other proceeding brought
by a Third Party alleging that the indemnified Party’s use of the other Party’s
Background IP or solely-owned Foreground IF infringes the Third Party’s patent,
trademark, copyright, trade secret, or other proprietary 


 


7

















 


rights, provided,
however, such third party indemnity obligation shalt not apply if the
indemnified Party has substantially or materially modified the other Party’s
Background IP or solely-owned Foreground IP. The process for seeking
indemnification for such IP related claims, demands, actions or other proceedings
shall be as set forth above in Article 7.4.


 


ARTICLE 8  —  Infringement


 


8.1                                 Each
Party shall notify the others immediately of any actual, suspected or
anticipated infringement of the IP used in performance of the Program or any
misappropriation of the Confidential Information of which it becomes aware.


 


8.2                                 The
Party owning or Controlling the potentially infringed IP or misappropriated
Confidential Information may in its absolute discretion determine whether or
not to take legal or other action against any Third Party for an actual or
threatened or suspected infringement of the IP or misappropriation of the
Confidential Information, and if the owning or Controlling Party elects to take
legal or other action, such Party:


 


(a)                                  shall
bear all costs of the action;


 


(b)                                 shall
have sole control over the form and conduct of such action;


 


(c)                                  may
settle, compromise or discontinue the action as it thinks fit;


 


(d)                                 shall
be entitled to any award of costs and/or damages made in relation to such
action; and


 


(e)                                  shall
indemnify the other Parties against any costs or damages for which either of
them may become liable as a result of the proceedings, provided that neither
such other Parties has authorized or contributed to the acts giving rise to the
liability.


 


Each other Party will give the owning or Controlling Party, at the
owning or Controlling Party’s expense, all information and assistance
reasonably requested by the owning or Controlling Party to assist it to
initiate, litigate, settle or compromise any proceedings in respect of any such
infringement or misappropriation.


 


8.3                                 Either
FPI or GDLS may initiate an action for enforcement of a Joint IP Right. The
Party initiating the action will bear all costs and control the form and
conduct of the action. The other owner of such Joint IP Right will cooperate in
enforcing any Joint IP Right, including, to the extent necessary to permit an
enforcement action to proceed, joining in such action as a party and will not
subvert the initiating Party’s action by granting the accused entity a license
under the asserted Joint IP Rights. The Party initiating the action may recover
all costs from any recovery and the balance will be shared equally with the
other Party.


 


8

















 


ARTICLE 9  —  Representations
and Warranties


 


9.1                                 Each
Party hereby represents and warrants to the other Parties that it has full
authority and power to enter into this Agreement and to grant the rights,
covenants and licenses specified herein, that it has secured any and all
necessary approvals, permits or consents deemed necessary or advisable for the
consummation of the transactions contemplated hereby, that it is not a party to
and will not become a party to any agreement with another that is inconsistent
with this Agreement, and that upon execution by the Party this Agreement will
immediately be a valid and binding obligation of the Party, enforceable in
accordance with its terms.


 


9.2                                 Nothing
in this Agreement will be construed as:


 


(a)                                  a
warranty or representation that anything made, used, sold, or otherwise
disposed of pursuant to this Agreement or the JV Agreement is or will be free
from infringement of patents or other intangible rights of third parties; or


 


(b)                                 except
as expressly provided herein, a requirement that either Party will file any
patent application, secure any patent, or maintain any patent in force; or


 


(c)                                  an
obligation on either Party to bring or prosecute actions or suits against third
parties for infringement of any patent; or


 


(d)                                 an
obligation to furnish any Technical Data except as specifically provided
herein; or


 


(e)                                  granting
any right to either Party to use in any way the name of, or any trademark of,
the other Party;


 


(f)                                    granting
by implication, estoppel, or otherwise, any license or right under patents,
trade secrets, know how, copyrights, or other intangible rights of either Party
other than as expressly provided herein.


 


9.3                                 EXCEPT
AS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANY
WARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED
WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR. PURPOSE, AND
NON-INFRINGEMENT. NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY,
NEITHER GDLS NOR FPI NOR FDL WILL BE RESPONSIBLE FOR SPECIAL, INDIRECT,
INCIDENTAL, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES (INCLUDING LOST PROFITS)
THAT ANY OTHER PARTY MAY INCUR OR EXPERIENCE IN CONNECTION WITH THIS
AGREEMENT, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, 


 


9

















 


EVEN IF SUCH PARTY
HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


 


ARTICLE 10  —  Restriction
on Disclosure


 


10.1                           Each
Party acknowledges that the Program contemplates production of a defense article and
that Background IP and Foreground IP may be subject to applicable Federal
export and import regulations, including but not limited to, the U.S. Arms
Export Control Act, as amended (22 U.S.C. §§ 2751-2799), the International
Traffic in Arms Regulations, as amended (22 C.F.R. Part 120 et seq.), the
Export Administration Act, as amended, (50 U.S.C. §§ 2401-2420), the U.S.
Export Administration Regulations, as amended (15 C.F.R. § 730 et seq.)
and the requirements of the National Industrial Security Program Operating
Manual (“NISPOM”). No Party (and its Affiliates, subcontractors, vendors and
suppliers) shall export, disclose, furnish or otherwise provide any Background
IP, Foreground IP or technical information or services relating to the Program
to any foreign person or entity, whether within the U.S. or abroad, without
obtaining in advance (if required) appropriate U.S. government export
authorization.


 


ARTICLE 11  —  Miscellaneous


 


11.1                           This
Agreement constitutes the entire understanding between the Parties with respect
to the subject matter hereof and supersedes and replaces all prior agreements,
understandings, writings and discussions between the Parties relating to said
subject matter.


 


11.2                           This
Agreement may be amended only by a written instrument executed by officers of
the Parties. The failure of either Party at any time or times to require
performance of any provision thereof will in no manner affect its rights at a
later time to enforce the same. No waiver by either Party of any condition or
term in any one or more instance will be construed as a further or continuing
waiver of such condition or term or any other condition or term.


 


11.3                           Any
delay in or failure of performance by either Party under this Agreement will
not be considered a breach of this Agreement if and to the extent caused by
occurrences beyond the reasonable control of the Party affected, including but
not limited to acts of God; acts, regulations, or laws of any government;
strike, or other considered acts of workers; fires; floods; explosions; riots;
wars; rebellion; and sabotage; and any rime for performance hereunder will be
extended by the actual time of delay caused by such occurrence.


 


11.4                           All
requests and notices required or permitted to be given to the Parties hereto
will be given in writing, will expressly reference the section(s) of this
Agreement to which they pertain, and will be delivered to the other Party,
effective on receipt, at the appropriate address as set forth below or to such
other addresses as may be designated in writing by the Parties from time to
time during the term of this Agreement.


 


10

















 


If to FPI:


 


Force
Protection Inc.

9801 Highway 78

Ladson, South Carolina 29456

Attn: John F. Wall III

Vice President Legal Affairs


 


If to GDLS:


 


General
Dynamics Land Systems Inc.


 


38500 Mound
Road

Sterling Heights, Michigan 48310 

Attn: J.L. Farina Percy


 


Director
Ground Combat Systems (GCS) Contracts


 


If to FDL:


 


Force Dynamics
LLC 

9801 Highway 78

Ladson, South Carolina 29456

Attn: Raymond W. Pollard,

Chairman of the Board

Cc: Mark C. Roualet

Vice Chairman of the Board


 


11.5                           This
Agreement will not be assignable by either Party without the other Party’s
prior written consent which consent will not be unreasonably withheld, except
that a Party may assign this Agreement to its Affiliate or to a successor in
connection with the merger, consolidation, or sale of all or substantially all
of its assets or that portion of its business pertaining to the subject matter
of this Agreement, with prompt written notice to other Party.


 


11.6                           This
Agreement will be governed by and construed and interpreted in accordance with
the laws of the State of Delaware, without giving effect to conflict of laws.


 


11.7                           Except
to the extent necessary under applicable laws, the parties agree that press
releases or other publicity relating to the substance of the matters contained
herein will be made in accordance with the Paragraph 7.3.1 of the Parties Joint
Venture Agreement.


 


11.8                           If any
provision(s) of this Agreement are or become invalid, or are ruled illegal by
any court of competent jurisdiction, or are deemed unenforceable under then
current applicable law from time to time in effect during the term hereof, it
is the intention of the parties that the remainder of this Agreement will not
be affected thereby. It is further the intention of the Parties that in lieu of
each such provision 


 


11

















 


which is invalid,
illegal, or unenforceable, there be substituted or added as part of this
Agreement, a provision which will be as similar as possible in economic and
business objectives as intended by the parties to such invalid, illegal, or
unenforceable provision, but which will be valid, legal, and enforceable.


 


11.9                           Each
Party agrees that after the delivery of this Agreement it will execute such
further documents and do such further acts and things as the other Party may
reasonably request in order to carry out the terms of this Agreement.


 


11.10                     The article numbers
and article headings contained herein are for reference purposes only and
will not in any way affect the meaning of this Agreement.


 


12

















 


This Agreement may be executed in any number of counterparts, each of
which will be an original, but all of which together will contribute one instrument.


 


IN WITNESS WHEREOF, the Parties have caused this Agreement, in
triplicate originals, to be executed by their respective and duly authorized
officers on the dates written below.


 


 


	
  Force Protection Inc.

  	
   

  	
  General Dynamics Land Systems Inc.

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
    /s/ D.T Walsh

  	
   

  	
  By:

  	
  /s/ J.L. Farina Percy

  
	
   

  	
  (signature)

  	
   

  	
   

  	
  (signature)

  
	
  NAME: D.T. Walsh

  	
   

  	
  NAME: J.L. Farina Percy

  
	
  TITLE: Vice President Program Management

  	
  TITLE: Director GDLS Contracts

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  2 April 2007

  	
   

  	
  Date:

  	
  3 April 2007

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Force Dynamics LLC

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  By:

  	
  /s/ R.W. Pollard

  	
   

  	
   

  
	
   

  	
  (signature)

  	
   

  	
   

  
	
  NAME: R.W. Pollard

  	
   

  	
   

  
	
  TITLE: Chairman of the Board

  	
   

  	
   

  
	
   

  	
   

  	
   

  
	
  Date:

  	
  2 April 2007

  	
   

  	
   

  
								



 


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