EX-10.195




	




Exhibit 10.195 



LICENSE
AGREEMENT



This License Agreement is
entered into and effective as of February 28, 2003, by and between Versa
Technologies, Inc., VT Holdings II, Inc. and Engineered Solutions LP and their
respective parent, subsidiary and affiliated entities, (hereinafter
“LICENSORS”), and Lippert Components, Inc., (hereinafter
“LICENSEE”). 



     
        WHEREAS
the parties have entered into a settlement agreement concurrently herewith (“the
Settlement Agreement”) to settle certain litigation specified in the Settlement
Agreement between LICENSORS and LICENSEE; and  



     
        WHEREAS,
the Settlement Agreement provides that LICENSORS will license LICENSEE with certain
patent rights.  



     
        NOW,
THEREFORE, PURSUANT AND SUBJECT TO THE TERMS OF THE SETTLEMENT AGREEMENT, IT IS AGREED AS
FOLLOWS:  



     
        1.
Definitions  




             
             1.1
“Licensed Rights” shall mean U.S. Patent Nos. 5,758,918; 6,176,045; and
6,182,401 (“the Patents”) any continuations, divisions, continuations-in-part,
reissues, reexaminations or extensions thereof, any patent whether or not now pending or
issued, which claims or could claim a valid right of priority to any of the foregoing,
any patent to which any Patent claims or could claim a valid right of priority, and any
other patent issued now or to be issued in the future and owned or licensed by LICENSORS
concerning the subject matter of Slide-Out Systems defined below.  




             
             1.2
“Licensed Products” shall mean the products manufactured by Licensee which, in
the course of their manufacture, use, offer for sale or sale, would, in the absence of
this license, infringe one or more claims of the Licensed Rights, including but not
limited to the current Lippert Slide-Out Systems commercially designated as the “Lippert
Electric Slideout System” and the “HydraGear,” as illustrated and
described in the product instruction manuals annexed as Attachment E and Attachment F,
respectively, and including minor modifications such as changes in materials and
dimensions, which HydraGear system employs a telescoping cross shaft as depicted in the
Lippert Electric System instruction manual (the “Slide-Out System”).  



     
        2.
License Grant.  




             
             Subject
to the terms hereof,  LICENSORS  hereby grant to Licensee a  non-exclusive,  license to
make,  use, sell and offer for sale the Licensed  Products  under the Licensed  Rights,
 without right to  sublicense,  and  non-transferable  except as provided  below,
 subject to payment of the  royalties  set forth in Paragraph  2(b) through (f) of the
Settlement Agreement. 



 



















	




     
        3.
Term and Termination.  




             
             The
term of this License  Agreement shall extend from the effective date hereof until
expiration of the last to expire of the Patents,  except as otherwise  provided in
Paragraph 3(e) of the Settlement Agreement. 



     
        4.
General.  




             
             4.1
This License Agreement shall not be transferred or assigned by the Licensee without the
written consent of LICENSORS, which consent shall not be unreasonably withheld, except
that no consent shall be required if the transfer or assignment (1) is to a subsidiary,
parent or affiliate of LICENSEE; (2) is part of a transfer of all or substantially all of
the assets of the LICENSEE, to a subsidiary, parent or affiliate of LICENSEE; or (3)
constitutes a grant of a security interest in connection with financing in which the
lender is granted a general security interest in LICENSEE’s assets, provided that no
such grant of security interest, and no lien rising thereunder, shall permit the sale of
any rights under this License Agreement to any person or entity other than a subsidiary,
parent or affiliate of LICENSEE. LICENSOR’s rights, title and interest in this
License Agreement may be assigned in the sole discretion of LICENSOR, provided that such
assignment does not result in any impediment to the rights of LICENSEE hereunder.  




             
             4.2
Licensee shall assume all liability, including without limitation product liability,
arising from its manufacture, use, offer or sale of the Licensed Products pursuant to
this License Agreement and/or the Settlement Agreement, and agrees to indemnify and hold
LICENSORS harmless for any liability to any persons not a party to this Agreement in
connection with its manufacture, use, offer or sale of the Licensed Products, except to
the extent that LICENSORS provide any component of any Licensed Product.  




             
             4.3
LICENSORS undertake no obligation to provide technical advice or assistance with respect
to the manufacture, use, offer or sale of the Licensed Products under this Agreement.  




             
             4.4
Except for the Settlement Agreement, which shall take precedence over this License
Agreement in case of any conflicting terms, this License Agreement constitutes the entire
agreement by, between and among the parties and the terms hereof cannot be modified or
changed, except in writing signed by the parties hereto.  




             
             4.5
Neither party may waive or release any of its rights or interest in this Agreement except
in writing. No waiver by either party of any default by the other shall constitute a
waiver of a like, similar or other default thereafter.  




             
             4.6
       LICENSEE  shall apply a statutory  patent marking notice in compliance  with 35
U.S.C. ss.287 on all Licensed  Products.  Licensee  agrees that it will not use LICENSORS’
 name without the express written permission of LICENSORS. 




             
             4.7
LICENSORS, on the one hand, and LICENSEE on the other hand, shall each be responsible for
any taxes or import duties, however designated, that may be assessed against either of
them as, respectively, LICENSORS and LICENSEE. LICENSORS represent and warrant that they
have the power, right and authority to grant the license granted herein and to execute
this License Agreement.  



 



















	





             
             4.8
       This Agreement shall be governed by and interpreted in accordance with the laws of
the State of Wisconsin. 




             
             4.9
Any notices required or permitted to be given under the terms of this License Agreement
shall be given as specified in Paragraph 15 of the Settlement Agreement.  



(Signature Page Follows)