**Exhibit 10.3**

 

**MINE RESISTANT AMBUSH PROTECTED VEHICLEPROGRAMANDMEDIUM MINE PROTECTED VEHICLE PROGRAM**

 

**TECHNOLOGYAND LICENSE AGREEMENT**

 

IN THISTECHNOLOGY AND LICENSE AGREEMENT (“Agreement”), General Dynamics LandSystems Inc. (“GDLS”), Force Protection, Inc. (“FPI”), andForce Dynamics LLC (“FDL”) (hereafter collectively “Parties” andindividually “Party”), agree as follows:

 

**ARTICLE 1  —  Backgroundof Agreement**

** **

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

 

1.2                                 FPIand its Affiliates own or Control (as defined below) Intellectual PropertyRights (as defined below) and Technology (as defined below) directed to thedesign, construction, manufacture and use of the Cougar armored vehicle.

 

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

 

1.4                                 Toimplement their teaming arrangement, FPI and GDLS, pursuant to the ForceDynamics LC Joint Venture Agreement dated December 15, 2006 (“JVAgreement”), have formed FDL as a joint venture company to serve as theircontracting entity for the Program.

 

1.5                                 UnderSection 6.13.16 of the JV Agreement, the Parties have entered into thisAgreement 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 moreintermediaries) controls, is controlled by, or is under common control with aParty. For purposes of this definition only, the terms “controls,” “controlled,”and “control” means the direct or indirect ability or power to direct or causethe direction of the management and policies of any entity or otherwise directthe affairs of such entity, whether through ownership of equity, votingsecurities, or beneficial interest, by contract, or otherwise. For purposes ofthis Agreement, no Party is an Affiliate of any other Party.

 

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

 

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

 

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

 

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

 

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

 

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

 

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

 

2.9                                 “JointForeground IP” means Foreground IP that is jointly owned by FPI and GDLSpursuant to Section 3.5.

 

2.10                           “Program”means the Mine Resistant Ambush Protected (“MRAP”) Vehicle Program, a UnitedStates joint services program to produce and provide lifecycle support toaddress the current threat of improvised explosive devices in the Middle Eastas more fully described in solicitation number M67854-07-R-5000 and resultingcontract M67854-07-D-5031 and/or the Medium Mine Protected Vehicle (MMPV) asdescribed in Solicitation No: W56HZV-07-R-0315. The Program will include anyand all solicitations and RFP’s for MRAP and/or MMPV production and lifecyclesupport and/or any follow on work which may be performed, including any programname change, changed or future program requirements, product evolutions andtechnology insertions related to the MRAP or MMPV vehicles whether for U.S. orinternational sales, or non-military/commercial sales. For the avoidance ofdoubt, the Parties’ participation in the “Program” only includes the use of FPI’sCougar 4x4 and 6x6 armored vehicles for the MRAP Cat I and Cat II and MMPVrequirements and does not include any other existing or future contracts orprograms for the Parties’ other vehicles (or vehicle variants). For the furtheravoidance of doubt, the Program does not include, for illustration and notlimitation, the JERRV program, the GSTAMIDS program, the 1LAV and Mastiffprograms, the Buffalo and Cheetah vehicles, the Stryker, LAV, and RG-31vehicles, the MRAP Cat III program and/or the JLTV program.

 

2.11                           “TechnicalData” or “TD” means assembly drawings, specification control drawings,source control drawings, parts lists, wiring diagrams, parts identificationdocumentation, equipment design specifications, interface control 

 

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documents, systemdiagrams, flow diagrams, test procedures, test specifications, trial reports,manual, instructional materials, firmware data, software specifications, sourcecode listings, control commands and other software documentation, and technicalpublication source data.

 

2.12                           “Technology”means:

 

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

 

(b)                                 allTechnical Data;

 

(c)                                  allother forms of technology and improvements, modifications, derivatives orchanges thereof, whether tangible or intangible, embodied in any form,including without limitation manufacturing, engineering and other drawings andmanuals, 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 andengineering specifications, user documentation, and equipment repair,maintenance or service records and manuals, whether or not protectable orprotected by patent, copyright, mask work right, trade secret law or otherwise.

 

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

 

**ARTICLE 3  —  IPRights**

** **

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

 

3.2                                 GDLSand its Affiliates will retain ownership or Control of its Background IP to theextent 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 eachMRAP vehicle by FPI to others in the amount of $2,250 per vehicle and thisamount will be paid through FPI but will be paid monthly by GDLS to FP for eachvehicle that GDLS produces under the Program. The license fee shall become dueon the last calendar day of each month in which a vehicle is sold, as evidencedby a DD Form 250 and payable by the 20th calendar day thereafter. On the10th calendar day of each month, GDLS shall provide to FPI a list of allvehicles manufactured by GDLS during the preceding month. FPI shall have theright to terminate this Agreement upon ten (10) days written notice in theevent GDLS fails to pay the required license fee due hereunder.

 

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

 

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3.4                                 GDLShereby grants to FDL and FPI a non-exclusive, royalty-free license, without theright to sublicense, under the GDLS Background IP solely for use in performanceof the Program.

 

3.5                                 AllForeground IP solely made or acquired by FPI or its employees, agents orcontractors 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 jointlymade or acquired by FPI and GDLS or their respective employees, agents orcontractors will be jointly owned by FPI and GDLS. All Foreground IP solely orjointly made or acquired by FDL or its employees, agents or contractors will bejointly owned by FPI and GDLS, and FDL hereby assigns to FPI and GDLS jointlyall right, title and interest in and to such Foreground IP and all rightstherein.

 

3.6                                 TheParty solely owning Foreground IP, in its sole discretion and at its soleexpense, will exercise commercially reasonable efforts to obtain and maintainappropriate intellectual property protection for such Foreground IP (“IPRights”).

 

3.7                                 TheParties shall mutually agree upon whether to file patent applicationsprotecting Joint Foreground IP, and shall mutually agree upon which party shallbe primarily responsible for preparing, filing, and prosecuting any suchapplications. FPI and GDLS will share equally all costs incurred in obtainingand maintaining such patents, provided, however, that either Party may elect bywritten notice to the other Party not to share such costs for a particularpatent or patent application, in which event the other Party may abandon suchpatent or patent application or may elect to continue to prosecute and maintainsuch patent or patent application. The Party electing not to share costs willassign its interest in any such patent or patent application, provided howeverthat 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 forsale and import products utilizing such patent or patent application.

 

3.8                                 Tothe extent the law of a country requires one joint owner to give permission toother joint owners to exploit a Joint Foreground IP, including any patentsprotecting such Joint Foreground IP, FPI and GDLS hereby grant each otherpermission to fully exploit any Foreground IP and related patents withoutaccounting to the other.

 

3.9                                 FPIhereby grants to FDL and GDLS a nonexclusive, royalty-free license, without theright to sublicense, under any Foreground IP and associated IP Rights solelyowned by FPI to the extent necessary for FDL and GDLS to perform under theProgram.

 

3.10                           GDLShereby grants to FPI and FDL a nonexclusive, royalty-free license, without theright to sublicense, under any Foreground IP and associated IP Rights solelyowned by GDLS to the extent necessary for FDL and FPI to perform under theProgram.

 

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3.11                           FPIhereby covenants not to enforce any FPI Background Rights against activities ofGDLS or FDL authorized pursuant to Section 3.3.

 

3.12                           GDLShereby covenants not to enforce any COLS Background Rights against activitiesof FPI or FDL authorized pursuant to Section 3.4.

 

3.13                           Nothingin this Agreement is intended to grant or grants to any Party any right orlicense under any IP or Technology owned or Controlled by a Party except to theextent expressly granted herein for performance under the Program.

 

**ARTICLE 4  —  Technology**

** **

4.1                                 Eachof FPI and GDLS will use commercially reasonable efforts to deliver to theother Party all Technical Data that in the opinion of the Party possessing theTechnical Data is reasonably necessary for the Parties to perform theirrespective 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 andaccurate as available and used in each of their facilities FPI, GDLS, and FDLwarrant to each other that the technical data is sufficient to design ormanufacture products based on such information.

 

4.3                                 Thetransfer to a Party of any physical item that embodies any Technical DataControlled by the transferring Party will not be, and will not be construed tobe, (a) a sale, lease, offer to sell or lease or other transfer of titleor 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 inthis Agreement) under such Technical Data.

 

**ARTICLE 5  —  ConfidentialInformation**

** **

5.1                                 Allconfidential and/or proprietary information exchanged or disclosed between theParties shall be governed by the terms of Exhibit 5 of the JV Agreementand any amendments to Exhibit 5.

 

**ARTICLE 6  —  Termand Termination**

** **

6.1                                 Theterm of this Agreement will commence on the Effective Date and will end on thelater of the completion or complete termination of the Program or the ForceDynamics Joint Venture, which ever comes later.

 

6.2                                 EitherParty may terminate this Agreement on the liquidation, bankruptcy or insolvencyof another Party or the appointment of a receiver or trustee for the propertyof another Party, or if another Party makes an assignment for the benefit ofcreditors, whether any of the aforesaid events are the outcome of a voluntaryact or otherwise. In the event a Party files for bankruptcy and the debtor ortrustee rejects this Agreement, the other Party may elect to retain its rightsunder this Agreement upon appropriate written notification to the trustee. Allrights and 

 

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licenses grantedhereunder 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 ofrights to “intellectual property” as defined in Title 11.

 

6.3                                 Ifa Party fails to perform any material term of this Agreement, then a Party maygive written notice of breach to the breaching Party. If the breach identifiedin the notice is not cured by the breaching Party within sixty (60) days afterreceipt of the notice of breach, this Agreement may be immediately terminatedby either other Party upon written notice to the breaching Party.

 

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

 

6.5                                 Inthe event of termination of this Agreement pursuant to Section 6.3 forbreach by FDL, FDL will have the right to complete all contracts in the Programunder which FDL is obligated on the date of termination provided FDL compliedwith the JV Agreement and this Agreement with respect to such sales.

 

6.6                                 Upontermination 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 PartiesBackground IP, solely-owned Foreground IP, and IP Rights.

 

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

 

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

 

**ARTICLE 7  —  Indemnification**

** **

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

 

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7.2                                 FPIwill indemnify and hold harmless FDL and GDLS, its Affiliates and theirrespective directors, officers, employees and agents (“GDLS Indemnitees”).(For purposes of this Article 7 —, the term “Indemnitee” may refer to anyor all of FDI, the FPI Indemnitees and the GDLS Indemnitees, as the context mayindicate) from and against all Liabilities, incurred as a result of any claims,demands, actions or other proceedings by any Third Party to the extentresulting from: (a) the material breach of any representation, warranty orcovenant by FPI under this Agreement; or (b) the negligence or willfulmisconduct of FPI. The obligation to indemnify pursuant to Section 7.2(a) willexpire five (5) years after expiration or termination of this Party’sJoint Venture Agreement or any resultant contract, subcontracts, purchaseorders or other agreements, whichever is later.

 

7.3                                 FDLwill indemnify and hold harmless the GDLS Indemnitees and the FPI Indemniteesfrom 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) thematerial breach of any representation, warranty or covenant by FDL under thisAgreement; or (b) the negligence or willful misconduct of FDL. Theobligation to indemnify pursuant to Section 7.3 will expire five (5) yearsafter expiration or termination of this Agreement.

 

7.4                                 Ifa Party or Indemnitee intends to claim indemnification under this Article 7.4,it will promptly notify the indemnifying Party (the “Indemnitor”) inwriting of any claim, demand, action or other proceeding for which theIndemnitee intends to claim such indemnification, and the Indemnitor mayparticipate in, and, to the extent the Indemnitor so desires, assume thedefense of such claim, demand, action or proceeding with counsel mutuallysatisfactory to the Parties; provided, however, that anIndemnitee will have the right to retain its own counsel, with the fees andexpenses to be paid by the Indemnitor, if representation of such Indemnitee bythe counsel retained by the Indemnitor would be inappropriate due to actual orpotential differing interests between the Indemnitee and any other Partyrepresented by such counsel in such proceeding. The obligations of this Article 7.4will not apply to amounts paid in settlement of any claim, demand, action orother proceeding if such settlement is effected without the consent of theIndemnitor, which consent will not be unreasonably withheld or delayed. Thefailure to deliver written notice to the Indemnitor within a reasonable timeafter the commencement of any such action, if prejudicial to its ability todefend such action, will relieve the Indemnitor of any obligation to theIndemnitee under this Article 7.4. The Indemnitee will reasonablycooperate with the Indemnitor and its legal representatives in theinvestigation of any claim, demand, action or other proceeding covered by this Article 7.4.

 

7.5                                 Notwithstandinganything to the contrary in Articles 7.1-7.4 above, FPI and GDLS shall eachindemnify and hold harmless the other Party from and against all Liabilitiesincurred as a result of any claim, demand, action or other proceeding broughtby a Third Party alleging that the indemnified Party’s use of the other Party’sBackground IP or solely-owned Foreground IF infringes the Third Party’s patent,trademark, copyright, trade secret, or other proprietary 

 

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rights, provided,however, such third party indemnity obligation shalt not apply if theindemnified Party has substantially or materially modified the other Party’sBackground IP or solely-owned Foreground IP. The process for seekingindemnification for such IP related claims, demands, actions or other proceedingsshall be as set forth above in Article 7.4.

 

**ARTICLE 8  —  Infringement**

** **

8.1                                 EachParty shall notify the others immediately of any actual, suspected oranticipated infringement of the IP used in performance of the Program or anymisappropriation of the Confidential Information of which it becomes aware.

 

8.2                                 TheParty owning or Controlling the potentially infringed IP or misappropriatedConfidential Information may in its absolute discretion determine whether ornot to take legal or other action against any Third Party for an actual orthreatened or suspected infringement of the IP or misappropriation of theConfidential Information, and if the owning or Controlling Party elects to takelegal or other action, such Party:

 

(a)                                  shallbear all costs of the action;

 

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

 

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

 

(d)                                 shallbe entitled to any award of costs and/or damages made in relation to suchaction; and

 

(e)                                  shallindemnify the other Parties against any costs or damages for which either ofthem may become liable as a result of the proceedings, provided that neithersuch other Parties has authorized or contributed to the acts giving rise to theliability.

 

Each other Party will give the owning or Controlling Party, at theowning or Controlling Party’s expense, all information and assistancereasonably requested by the owning or Controlling Party to assist it toinitiate, litigate, settle or compromise any proceedings in respect of any suchinfringement or misappropriation.

 

8.3                                 EitherFPI or GDLS may initiate an action for enforcement of a Joint IP Right. TheParty initiating the action will bear all costs and control the form andconduct of the action. The other owner of such Joint IP Right will cooperate inenforcing any Joint IP Right, including, to the extent necessary to permit anenforcement action to proceed, joining in such action as a party and will notsubvert the initiating Party’s action by granting the accused entity a licenseunder the asserted Joint IP Rights. The Party initiating the action may recoverall costs from any recovery and the balance will be shared equally with theother Party.

 

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**ARTICLE 9  —  Representationsand Warranties**

** **

9.1                                 EachParty hereby represents and warrants to the other Parties that it has fullauthority and power to enter into this Agreement and to grant the rights,covenants and licenses specified herein, that it has secured any and allnecessary approvals, permits or consents deemed necessary or advisable for theconsummation of the transactions contemplated hereby, that it is not a party toand will not become a party to any agreement with another that is inconsistentwith this Agreement, and that upon execution by the Party this Agreement willimmediately be a valid and binding obligation of the Party, enforceable inaccordance with its terms.

 

9.2                                 Nothingin this Agreement will be construed as:

 

(a)                                  awarranty or representation that anything made, used, sold, or otherwisedisposed of pursuant to this Agreement or the JV Agreement is or will be freefrom infringement of patents or other intangible rights of third parties; or

 

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

 

(c)                                  anobligation on either Party to bring or prosecute actions or suits against thirdparties for infringement of any patent; or

 

(d)                                 anobligation to furnish any Technical Data except as specifically providedherein; or

 

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

 

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

 

9.3                                 EXCEPTAS EXPRESSLY SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS ANYWARRANTY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIEDWARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR. PURPOSE, ANDNON-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 THISAGREEMENT, HOWEVER CAUSED AND UNDER WHATEVER THEORY OF LIABILITY, 

 

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EVEN IF SUCH PARTYHAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

 

**ARTICLE 10  —  Restrictionon Disclosure**

** **

10.1                           EachParty acknowledges that the Program contemplates production of a defense article andthat Background IP and Foreground IP may be subject to applicable Federalexport and import regulations, including but not limited to, the U.S. ArmsExport Control Act, as amended (22 U.S.C. §§ 2751-2799), the InternationalTraffic in Arms Regulations, as amended (22 C.F.R. Part 120 et seq.), theExport 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 OperatingManual (“NISPOM”). No Party (and its Affiliates, subcontractors, vendors andsuppliers) shall export, disclose, furnish or otherwise provide any BackgroundIP, Foreground IP or technical information or services relating to the Programto any foreign person or entity, whether within the U.S. or abroad, withoutobtaining in advance (if required) appropriate U.S. government exportauthorization.

 

**ARTICLE 11  —  Miscellaneous**

** **

11.1                           ThisAgreement constitutes the entire understanding between the Parties with respectto the subject matter hereof and supersedes and replaces all prior agreements,understandings, writings and discussions between the Parties relating to saidsubject matter.

 

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

 

11.3                           Anydelay in or failure of performance by either Party under this Agreement willnot be considered a breach of this Agreement if and to the extent caused byoccurrences beyond the reasonable control of the Party affected, including butnot 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 beextended by the actual time of delay caused by such occurrence.

 

11.4                           Allrequests and notices required or permitted to be given to the Parties heretowill be given in writing, will expressly reference the section(s) of thisAgreement 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 suchother addresses as may be designated in writing by the Parties from time totime during the term of this Agreement.

 

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If to FPI:

 

ForceProtection Inc.9801 Highway 78Ladson, South Carolina 29456Attn: John F. Wall IIIVice President Legal Affairs

 

If to GDLS:

 

GeneralDynamics Land Systems Inc.

 

38500 MoundRoadSterling Heights, Michigan 48310 Attn: J.L. Farina Percy

 

DirectorGround Combat Systems (GCS) Contracts

 

If to FDL:

 

Force DynamicsLLC 9801 Highway 78Ladson, South Carolina 29456Attn: Raymond W. Pollard,Chairman of the BoardCc: Mark C. RoualetVice Chairman of the Board

 

11.5                           ThisAgreement will not be assignable by either Party without the other Party’sprior written consent which consent will not be unreasonably withheld, exceptthat a Party may assign this Agreement to its Affiliate or to a successor inconnection with the merger, consolidation, or sale of all or substantially allof its assets or that portion of its business pertaining to the subject matterof this Agreement, with prompt written notice to other Party.

 

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

 

11.7                           Exceptto the extent necessary under applicable laws, the parties agree that pressreleases or other publicity relating to the substance of the matters containedherein will be made in accordance with the Paragraph 7.3.1 of the Parties JointVenture Agreement.

 

11.8                           If anyprovision(s) of this Agreement are or become invalid, or are ruled illegal byany court of competent jurisdiction, or are deemed unenforceable under thencurrent applicable law from time to time in effect during the term hereof, itis the intention of the parties that the remainder of this Agreement will notbe affected thereby. It is further the intention of the Parties that in lieu ofeach such provision 

 

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

 

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

 

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

 

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

 

IN WITNESS WHEREOF, the Parties have caused this Agreement, intriplicate originals, to be executed by their respective and duly authorizedofficers 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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