In this task, you're given a passage that represents a legal contract or clause between multiple parties. Your job is to write questions that ask the basic details corresponding to the legal contracts or clauses. Avoid questions that can be answered correctly without actually understanding the paragraph, and which might have multiple answers. The answer to each question should be unambiguous.

[EX Q]: Exhibit 10.41

SPONSORSHIP AGREEMENT

This Sponsorship Agreement (the Agreement) is entered into effective January 1, 2010 by and between Stallings Capital Group  Consultants, Ltd., a Texas limited partnership dba Bob Stallings Racing (Racing), and GAINSCO, INC., a Texas corporation (the Sponsor).

Racing organized and operated a racing team engaging in Daytona Prototype Series auto racing (the Racing Team) in professional races in  2005 through 2008, and the Sponsor was the primary sponsor of the Racing Team pursuant to Sponsorship Agreements dated February 7, 2005,  February 1, 2006, January 1, 2007, January 1, 2008 and January 1, 2009. Racing has invited the Sponsor to continue to act as the primary sponsor of  the Racing Team for 2010, and the Sponsor desires to act in that capacity. In consideration of the sponsorship fee provided for herein, the parties  desire to enter into this Agreement to govern the terms of such sponsorship in 2010.

Now, therefore, Racing and the Sponsor hereby agree as follows:

1. Term. Subject to the provisions of Section 14 hereof, the term of this Agreement and the sponsorship described herein shall commence on  January 1, 2010 and extend through December 31, 2010.

2. Advertising and Other Benefits. Subject to payment by the Sponsor of the sponsorship fee provided for herein, during the term of this  Agreement Racing shall cause the Racing Team to provide for the Sponsor's benefit all of the benefits customarily associated with the  sponsorship of a Daytona Prototype Series racing team and consistent with the benefits provided to the Sponsor in 2005 - 2009 (individually, a  Benefit, and collectively, the Benefits), including but not limited to the following:   (i) displaying prominent identification of the Sponsor's name and/or logo in signage on the race car and racing suits and, where  appropriate, on other team equipment (subject to approval by the Sponsor);   (ii) making available for the use of the Sponsor (x) the personalities associated with the Racing Team, including without limitation  the name, voice, picture, portrait, likeness, persona and/or signature of each driver for endorsements, commercial advertising and  promotions in any and all media throughout the world during the term of this Agreement, (y) the Racing Team's home base facilities in  Texas, and (z) those facilities designated or assigned for the use of the Racing Team at each race and race location at which the Racing  Team actually participates in the race, all for appropriate public relations and other promotional and marketing purposes. Racing agrees  that it will actively participate in the Rolex 24 at Daytona in January, 2010. As it concerns (y) and (z) above, access shall be subject to  appropriate security and safety restrictions designated by the applicable racing location and the Racing Team;





(iii) making available for the use of the Sponsor a non-racing look-alike (a Show Car) of the GAINSCO 99 race car (the Car)  used by the Racing Team. Subject to the Sponsor's first right to use the Show Car, it will also be made available to Racing when such  use does not interfere with the Sponsor's use of the Show Car;   (iv) allowing the Sponsor the use of the likeness of the Car, including all paint and graphics, for promotion and advertising of or  by the Sponsor, and Racing shall be responsible for all necessary consents and permissions from any other sponsors to be sure the  Sponsor can use the likeness of the Car as specified herein;   (v) prohibiting the endorsement by Racing and any members of Racing, including the drivers, of any entities, products or  services which are in direct competition or otherwise inconsistent with the Sponsor or it products or services, unless such  endorsement activity is approved in writing by Racing and the Sponsor; and   (vi) allowing the Sponsor to use the conference room and other areas of the racing shop and garage for meetings and similar  events, provided that the Sponsor gives prior notice of the need for such use, and such use does not interfere with operations of the  racing shop and garage and is otherwise consistent with reasonable requirements imposed by Racing to assure orderly operations and  provide for adequate safety measures at all times.

3. Sponsorship Fee. The Sponsor shall pay to Racing a sponsorship fee in the amount of $750,000.00 for the term of this Agreement, payable  in an initial installment payable on or before February 1, 2010 in the amount of $350,000.00 and ten installments of $40,000.00 on or before the first  day of each month commencing March 1, 2010 and ending with the installment due on December 1, 2010 (unless this Agreement is sooner  terminated pursuant to Section 14 hereof, in which case Sponsor shall have no obligation to make any payments after the date of termination).

4. Compliance with Applicable Rules and Regulations. Provision of the Benefits pursuant to this Agreement is subject to rules and  requirements of each organization and venue hosting a racing event in which the Racing Team competes during the term hereof, and the Sponsor  agrees to submit to Racing all advertising and other promotional material relating to each such event in sufficient time to enable Racing to assure  compliance with such rules and requirements. If as a result of such rules and requirements Racing is unable to provide a Benefit in the form  requested by the Sponsor, Racing shall be permitted to provide a substitute promotion or advertisement in compliance with such requirements.      2





5. Sponsor's Maximum Obligation; Indemnification. Racing represents to the Sponsor that the Sponsor's aggregate obligation hereunder  will not exceed the amount of the sponsorship fee set forth in Section 3 hereof (or such lesser amount as is payable by the Sponsor in the event  that this Agreement is terminated pursuant to Section 14 hereof), plus, if applicable, collection costs that may be reasonably incurred by Racing in  a legal proceeding to collect all or any part thereof (the Maximum Obligation). Racing agrees to indemnify the Sponsor and its officers, directors,  agents and employees and to hold them harmless from any loss, claim, cost, damage or liability in excess of the Maximum Obligation which (i) the  Sponsor shall incur as a result of this Agreement, or (ii) arises from any failure by Racing to perform any of its obligations hereunder.

6. Retention of Rights. The only rights granted to the Sponsor hereunder are the right to receive the Benefits, and Racing hereby retains all  other rights with respect to the Racing Team, including but not limited to logos, symbols, names and other marks and intellectual property of the  Racing Team, and any proceeds derived by the Racing Team. The Sponsor hereby retains and does not grant any rights to Racing to use any of its  logos, symbols, names or other marks or intellectual property, except for use as described in Section 2 hereof. In the event that this Agreement is  terminated or if the sponsorship terminates at the end of the term provided for herein, each of the parties shall retain the rights to use its logos,  symbols, names or other marks or intellectual property including, in the case of the Sponsor, the right to use the names and marks GAINSCO 99,  the GAINSCO 99 Car, or similar phrases or derivations thereof.

7. Relationship to Other Sponsors. The Sponsor acknowledges that Racing has arranged and may arrange in the future for other sponsors  for the Racing Team. Racing agrees that, during the term of this Agreement, (i) Sponsor shall have the right to approve or disapprove any  additional sponsor identified by Racing, and (ii) unless another proposed sponsor has agreed to pay a sponsorship fee that exceeds the amount  paid by Sponsor, no other sponsor shall receive any benefit of greater value (including either an equivalent or a more prominent use of another  sponsor's name, logo or other identifying information) than the Benefits provided to the Sponsor hereunder.

8. Insurance.   (a) Racing shall obtain and maintain, at Racing's expense, comprehensive automobile liability insurance covering all owned, non-owned and  hired vehicles used by Racing in the Business with limits of not less than $5,000,000 per occurrence combined single limit for personal injury and  property damage, including all statutory coverage for all states of operation. Racing shall also provide comprehensive (fire and theft) and collision  insurance on each vehicle used in the Business. Racing shall provide the Sponsor a certificate of insurance evidencing Gainsco Inc. and all  related entities as additional insureds, stating that such insurance is primary in coverage to any other insurance which may be available the  Sponsor, and providing at least thirty (30) days' prior written notice to the Sponsor of cancellation, modification or material change to the policy.

(b) Racing shall obtain and maintain pursuant to the terms of this Agreement, at its sole expense, the following types of insurance coverage,  with minimum limits as set forth below:

(i) Commercial General Liability covering liability arising from premises, operations, independent contractors, personal and advertising injury  and contractual liability—$5,000,000 each occurrence.      3





(ii) Racing Owners' Sponsors (Spectators) Legal Liability including Participant Legal Liability—$5,000,000 each occurrence.

(iii) Business Automobile Liability covering all owned, hired and non-owned vehicles—$5,000,000 each occurrence, including statutory  coverages for all states of operations.

(iv) Workers Compensation—statutory limits for all states of operation.

(v) Employers Liability—$5,000,000 each employee for bodily injury by accident and $500,000 each employee for bodily injury by disease.

All policies of insurance procured by Racing herein shall be written as primary policies, not contributing with or in excess of coverage that the  Sponsor may carry. If Racing's liability policies do not contain the standard separation of insureds provision, or a substantially similar clause, they  shall be endorsed to provide cross-liability coverage.

(c) Racing shall provide the Sponsor with a certificate of insurance evidence compliance with the insurance requirements set forth above.  Certificates shall provide that Gainsco Inc. and all related entities shall be named as additional insureds on all liability policies, stating that such  insurance is primary in coverage to any other insurance which may be available to the Sponsor, and providing at least thirty (30) days' prior  written notice to the Sponsor of termination, cancellation, modification or material change to the policy.

(d) Such certificates shall be in a form acceptable to, and underwritten by insurance company(ies) reasonably satisfactory to the Sponsor. By  requiring insurance herein, the Sponsor does not represent that coverage limits will necessarily be adequate to protect Racing. The purchase of  appropriate insurance coverage by Racing or the furnishing of certificates of insurance shall not release Racing from its obligations and liabilities  under this Agreement.

9. Conduct. Racing and all Racing members, including but not limited to all drivers, agree to use best efforts to conduct themselves in such a  manner so as not to reflect unfavorably upon the Sponsor or its products. The Sponsor shall have the right to terminate this Agreement on written  notice to Racing if any driver, the general manager or any other member of Racing (i) fails to conduct himself/herself in accordance with generally  accepted standards of morality, (ii) engages in any activity which reflects adversely on the image, reputation or goodwill of the Sponsor or (iii)  disparages the products or services of the Sponsor; provided, however, the Sponsor shall not have the right to terminate this Agreement if Racing,  within fifteen (15) days after receipt of written notice by the Sponsor terminates the employment of, or otherwise dismisses from the racing team,  the driver(s), general manager(s) or other member(s) of Racing engaging in the offensive conduct. Upon termination, the Sponsor shall be entitled  to a pro rata refund of monies paid for services not yet performed by Racing based upon the number of races for the applicable racing season. The  Sponsor's decision with respect to all matters arising under this Section shall be conclusive.      4





10. Remedies. If either party breaches any provision of this Agreement, the other party shall be entitled to seek monetary damages and, if  appropriate, equitable relief to require the performance of the obligations hereunder.

11. Assignment. Neither party shall assign any of its rights or obligations hereunder without the prior written consent of the other party.

12. Entire Agreement; Amendment and Waiver; Confidentiality. This Agreement constitutes the entire agreement between Racing and the  Sponsor with respect to the subject matter hereof and supercedes all prior agreements and understandings. Any amendment of this Agreement  must be by a written instrument signed by both parties, and any waiver of any provision hereof must be in writing, signed by the party agreeing to  such waiver. Each of the parties hereto agrees to hold in confidence the terms hereof and, unless otherwise required by law, neither party shall  release, disclose or publish any of the terms hereof without the prior written consent of the other party.

13. Notices. All notices and communications to be made with respect to this Agreement shall be in writing and shall be effective only when  delivered by (i) hand, (ii) prepaid certified United States mail, return receipt requested, or (iii) overnight delivery service providing proof of delivery,  addressed as follows:

If to Racing:   Stallings Capital Group Consultants, Ltd., dba Bob Stallings Racing   Attention: Robert W. Stallings, President   4 Windsor Ridge   Frisco, Texas 75034

if to the Sponsor:   GAINSCO, Inc.   Attention: Glenn W. Anderson, President   3333 Lee Parkway, Suite 1200   Dallas, Texas 75219

Either party may change the name or address for notice by providing a written notice of such change in accordance with this Section of the  Agreement.

14. Termination by the Sponsor. Notwithstanding the provisions of Section 1 hereof, the Sponsor shall have the right at any time prior to  December 31, 2010 to terminate this Agreement by giving written notice of such termination to Racing. In the event of such a termination, (i) the  Sponsor shall have no further obligation to make payments toward the sponsorship fee contemplated in Section 3 hereof, (ii) Racing shall have no  further obligation to provide any Benefits hereunder, and (iii) the remaining provisions of this Agreement shall remain in full force and effect.

15. Miscellaneous. (a) This Agreement may be executed in two counterparts, each of which shall be deemed to be an original, but both of  which shall constitute a single agreement.      5





(b) The headings and sections of this Agreement are for convenience only and shall not affect the interpretation of any provision hereof.

(c) This Agreement shall be governed and construed in accordance with the internal laws of the State of Texas, without giving effect to  principles of conflict of laws.

This Agreement is executed as of the date first above written.

   6

STALLINGS CAPITAL GROUP CONSULTANTS, LTD., DBA BOB  STALLINGS RACING     GAINSCO, INC.

By:  /s/ Robert W. Stallings     By:  /s/ Glenn W. Anderson    Robert W. Stallings, President       Glenn W. Anderson, President
[EX A]: Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?

[EX Q]: Exhibit 10.26    CONFIDENTIAL TREATMENT HAS BEEN REQUESTED AS TO CERTAIN PORTIONS OF THIS DOCUMENT. EACH SUCH PORTION,  WHICH HAS BEEN OMITTED HEREIN AND REPLACED WITH AN ASTERISK [*], HAS BEEN FILED SEPARATELY WITH THE  SECURITIES AND EXCHANGE COMMISSION.     PROMOTION AND DISTRIBUTION AGREEMENT     This Promotion and Distribution Agreement including all exhibits (collectively referred to as the Agreement), effective as of 1 August 2011 (the  Effective Date), is made by and between Whitesmoke Inc., with registered offices/principle place of business at 501 Silverside Road, Suite 105,  Wilmington DE 19809, USA, (Distributor), and Google Inc whose principle place of business is at 1600 Amphitheatre Parkway, Mountain View,  CA 94043, USA (Google).



   Bundle means the Distribution Products bundled with the Distributor App(s).     Chrome Browser means the machine-readable binary code version of the Google Chrome browser provided to Distributor in connection with  this Agreement, and any modifications or updates to it that Google may provide to Distributor.     Chrome Browser Installer means: (a) the machine-readable binary code version of the installer provided to Distributor in connection with this  Agreement that installs the Chrome Browser, and any modifications, updates or upgrades to it that Google may provide to Distributor; and (b) the  Chrome Browser Criteria Checker.     Chrome Use Event means an event that indicates an [* ] has occurred.     Chrome Server Communication means a communication that, as determined solely by Google, is sent for the purpose of indicating that an End  User: (a) is [* ] to the [* ]; and (b) has kept the [* ] open for a minimum of [* ] during a [* ] (whether during the [* ] or a [* ] of the Chrome  Browser).     Criteria Checker means a set of software routines (and any updates to them) provided to Distributor by Google, as part of a software library,  that check certain criteria (as determined by Google and modified by Google from time to time) to determine if the Chrome Browser or Google  Toolbar (as applicable) can be installed on an End User's operating system. Accordingly, Chrome Browser Criteria Checker means the Criteria  Checker provided by Google in respect of the Chrome Browser and Google Toolbar Criteria Checker means the Criteria Checker provided by  Google in respect of the Google Toolbar.     Distributor App(s) means the following application (and successor versions of such software): the trial version of the WhiteSmoke Writer  (currently called WhiteSmoke 2011) available on a worldwide basis, but for the avoidance of doubt shall not mean any other products of  Distributor, including without limitation the full paid version of Whitesmoke Writer or any version of Whitesmoke Translator software,  regardless of whether Whitesmoke Writer incorporates any translation functionality.     *Confidential treatment requested  Google Confidential

1. DEFINITIONS

1.1 In this Agreement unless expressly stated otherwise:

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   Distribution Products means:





   End User means an end user customer of Distributor who is located in the Territory.     EULA means the end user license agreement applicable to a Product, which end user license agreement may be updated or modified by Google in  its sole discretion from time to time.     False means a false response (or equivalent negative response) given by the Criteria Checker.     Google Program Guidelines means the policy and implementation guidelines applicable to the Products as updated by Google and provided to  Distributor from time to time.     Google Toolbar means the machine-readable binary code version of the Google toolbar for Internet Explorer provided to Distributor in  connection with this Agreement, and any modifications or updates to it that Google may provide to Distributor.     Google Toolbar Installer means: (a) the machine-readable binary code version of the installer provided to Distributor in connection with this  Agreement that installs the Google Toolbar, and any modifications, updates or upgrades to it that Google may provide to Distributor; and (b) the  Google Toolbar Criteria Checker.     Google Trademarks means all names, trade names, trademarks, and logos used by Google in connection with the Products.     Group Company means in relation to each of the parties:



   Install Completed occurs when an End User has completed the install process for a Bundle and the install completed screen is shown to the End  User in accordance with Exhibit B.



  (a) as at the Effective Date, the Google Toolbar Installer and the Chrome Browser Installer; and

  (b) if Distributor notifies Google at any time after the Effective Date that it wishes to bundle the full Google Toolbar and Google  provides its approval in writing (including email), the Google Toolbar; and

  (c) if Distributor notifies Google at any time after the Effective Date that it wishes to bundle the full Chrome Browser and Google  provides its approval in writing (including email), the Chrome Browser.

  (a) any parent company of that party; and

  (b) any corporate body of which that party directly or indirectly has control or which is directly or indirectly controlled by the same  person or group of persons as that party.

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  Intellectual Property Rights means all copyright, moral rights, patent rights, trade marks, design right, rights in or relating to databases, rights in  or relating to confidential information, rights in relation to domain names, and any other intellectual property rights (registered or unregistered)  throughout the world.     IPO means an initial public offering of all or any of the shares in Distributor or securities representing those shares for the purposes of being  publically traded or quoted on an investment exchange.     Maximum Distribution Commitment means [* ] , as may be increased by Google pursuant to Clause 4.2 (Maximum Distribution Commitment).     [ * ] means a [ * ] or [ * ] entered by the [ * ] into the [ * ] located at the [ * ] of the [ * ]. [ * ] do not include the events listed in Clause 3.9(c)(ii).     Products means the Google Toolbar, Google Toolbar Installer, Chrome Browser and Chrome Browser Installer.     [ * ] means the [ * ] received by a [ * ] that, as determined solely by [ * ]: (a) is [ * ] by a [ * ] obtained via a [ * ]; (b) is the next [ * ] that occurs  following a [ * ]; and (c) includes the [ * ]. [ * ] only include those [ * ] which meet the requirements set out in Clause 3.9(c)(iii).     [ * ] means a [ * ] received by [ * ] that, as determined solely by [ * ]: (a) is [ * ] by a [ * ] obtained via a [ * ]; (b) is sent for the [ * ] of indicating  that an [ * ]: (i) has opened [ * ] following installation of the [ * ], (ii) is [ * ] to the [ * ], and (iii) has [ * ] a [ * ] into the [ * ]; and (c) includes the  correct [ * ]. [ * ] only include those [ * ] which meet the requirements set out in Clause 3.9(c)(i).     Term means the earlier of: (a) the end of the two year period from the Effective Date to 31 July 2013; or (b) the last day of the calendar month  within which the Maximum Distribution Commitment is reached.     Territory means those countries listed in Exhibit A, excluding any territory or state prohibited under Clause 11.5.     True means a true response (or equivalent positive response) given by the Criteria Checker.





   *Confidential treatment requested  Google Confidential



1.2 In this Agreement, the words include and including will not limit the generality of any words preceding them.

2. LICENSE GRANTS AND RESTRICTIONS

2.1 Products License Grant. Subject to the terms and conditions of this Agreement, Google grants to Distributor a [* ] license during the  Term to: (a) bundle the Distribution Products, in machine-readable binary code format only, solely with Distributor App(s); (b) distribute  Bundles directly (or indirectly, subject to Clause 2.2 (Third Party Distribution)) to End Users in the Territory; (c) when indicated by the  applicable Criteria Checker and requested by the End User in accordance with clause 3.2 (Form of Distribution Offering), install the  Chrome Browser or the Google Toolbar (as applicable) on the End User's system using the Google Installers; and (d) reproduce (or have  reproduced by Third Party Distributors as defined in Clause 2.2 (Third Party Distribution)), the Distribution Products to the extent  necessary to exercise the rights granted in (a), (b) and (c).

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   *Confidential treatment requested  Google Confidential



2.2 Third Party Distribution. Distributor may distribute Bundles to third parties solely for redistribution of such Bundles by those third  parties directly to End Users (such third parties, Third Party Distributors); provided that: (a) in connection with any and all such  offers or distributions, Distributor shall, and shall ensure that each Third Party Distributor shall, distribute Bundles in a manner that is no  less protective of the Products and Google than the terms of this Agreement, and (b) Google in its sole discretion may direct Distributor  to cease distributing Bundles to any Third Party Distributor that in Google's sole discretion would either: (i) harm or devalue Google's  business, brand or name, or (ii) violate Google's privacy policy, and Distributor shall cause any such Third Party Distributor to cease  distribution of Bundles as soon as practicable but in no event longer than [ * ] following receipt of such request from Google. Distributor  shall ensure that no Third Party Distributor bundles anything in or with Bundles without Google's prior written approval, and if Google  grants its approval, Distributor shall provide Google with information about any such bundling arrangements at Google's request.

2.3 License Grant Restrictions. Distributor shall not, and shall not allow any third party to (except to the extent that such prohibitions are  not permitted by law): (a) disassemble, de-compile or otherwise reverse engineer the Products or otherwise attempt to learn the source  code or algorithms underlying the Products; (b) modify the Products, create derivative works from or based on the Products; (c) except as  expressly set out in this Agreement, provide, sell, license, distribute, lease, lend, or disclose the Products to any third party; (d) use the  Products for timeshare, service bureau, or other unauthorised purposes; or (e) exceed the scope of any license granted to Distributor  under this Agreement.

2.4 Trademark License and Use. Subject to the terms and conditions of this Agreement, Google grants to Distributor a limited, [ * ] license  during the Term to use the Google Trademarks, in accordance with Google's trademark usage guidelines, solely to market and promote the  Products consistent with this Agreement, provided that all use of the Google Trademarks shall be subject to Google's prior review and  advance written consent. All uses of the Google Trademarks, and all goodwill associated therewith, shall inure solely to the benefit of  Google.

2.5 Trademark Restrictions. Distributor shall not remove, modify, adapt, or prepare derivative works of any Google Trademarks or Google  copyright notices, or other Google proprietary rights notices.

2.6 Updated Versions of Distribution Products. Google may request that Distributor distribute the latest version of the Distribution Products.  Distributor shall begin such distribution within [ * ] following Google's request.

3. DISTRIBUTION AND OTHER OBLIGATIONS

3.1 Delivery. Google shall deliver the Distribution Products electronically to Distributor at a [ * ] following the Effective Date and prior to  Launch (as defined in Clause 3.4 (Launch)).

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  User to review such EULA via a hyperlink to such EULA: and (c) a button on which each End User may click indicating agreement to the  terms of such EULA. In the event that an End User does not affirmatively agree to install the Google Toolbar or Chrome Browser, by  clicking on the button to agree to the terms of the applicable EULA, then the Google Toolbar or Chrome Browser (as applicable) shall not  be installed on such End User's computer.



   *Confidential treatment requested  Google Confidential



3.2 Form of Distribution Offering. Distributor shall ensure that the form of any offering of the Products by Distributor, including the timing,  relative and absolute placement, visual presentation to End Users, initial launch of the Products (and any modifications to them) and the  presentation of any other applications or products offered with the Products, conforms to the Google Program Guidelines and to Exhibit B  of this Agreement. Except as set out in Clause 2 (Licence Grant and Restrictions) and except for End Users as expressly set out in this  Agreement, Distributor shall not offer or distribute the Products to any third party. If, during the Term, Exhibit B and the Google Program  Guidelines conflict, Exhibit B will take precedence with respect to the conflicting terms.

3.3 Guidelines for Applications. Distributor shall comply, and shall ensure that each Third Party Distributor complies, with the Guidelines for  Applications set out in Exhibit C.

3.4 Launch. Distributor shall begin distribution of Bundles in accordance with this Agreement (Launch) within [ * ] days following the  Effective Date (the date of such Launch, the Launch Date). Beginning on the Launch Date and continuing throughout the Term,  Distributor shall ensure that [ * ]Distributor App distributed by or on behalf of Distributor is bundled with the Distribution Products as  set out in this Agreement.

3.5 Exclusivity.

  (a) [ * ]

  (b) [ * ].

3.6 EULA. In connection with Distributor's distribution of the Products under this Agreement, and before the Google Toolbar or Chrome  Browser can be installed by an End User, Distributor shall provide each End User with: (a) a clear statement inviting the End User to agree  to the terms of the applicable EULA; (b) the opportunity for each End

3.7 Accurate Reproduction. Distributor agrees that in connection with its exercise of the right granted in Clause 2.1 (Products Licence Grant)  it shall accurately reproduce the Distribution Products and shall not: (a) modify any Product (including modify the Chrome Browser or  Google Toolbar configuration files or registry settings); or (b) insert into the Products any viruses, worms, date bombs, time bombs, or  other code that is specifically designed to cause the Products to cease operating, or to damage, interrupt, or interfere with any Products  or End User data.

3.8 [ * ]. During the Term and for a period of [ * ] following the expiration or termination of this Agreement, Distributor shall not, and shall not  engage any third party to: (a) restrict, modify, or reconfigure in any manner any of the Products that have been installed by End Users  (such End Users, Installed Base End Users) in connection with this Agreement; or (b) engage in activities that encourage Installed  Base End Users to modify, uninstall or reconfigure any or the Products.

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   *Confidential treatment requested  Google Confidential



3.9  Reporting.

  (a) By Distributor. During the Term, Distributor shall, on a [ * ] basis, no later than the [ * ] of the following [ * ], provide Google  with a report identifying, on a country-by-country basis, the total number of: (i) Bundles distributed; (ii) Installs Completed; (iii)  Google Toolbar offers presented to End Users; and (iv) Chrome Browser offers presented to End Users, in the preceding [ * ].

  (b) By Google. During the Term, Google shall on a [ * ] basis, provide Distributor with a report of the [ * ] of [ * ] and [ * ] in the  preceding [ * ] broken down on a [ * ] basis and by the [ * ] in Exhibit A.

  (c) Parameters. Distributor acknowledges, and shall cooperate with Google to [ * ] that:

  (i) [ * ]: (A) are determined on a [ * ] (B) are only [ * ]; (C) do not include [ * ] from computers on which another [ * ] of the  [ * ] is [ * ]; and (D) do not include use of the [ * ] in any [ * ] other than [ * ].

  (ii) [ * ] do not include: (A) [ * ] that has been [ * ], (B) [ * ] or [ * ] in any area other than in the [ * ], or (C) any other [ * ] of  the [ * ] designed to artificially [ * ].

  (iii) [ * ]: (A) are determined on a [ * ]; (B) are only [ * ]; (C) are not sent in response to [ * ] from computers on which  another [ * ] of the [ * ] is [ * ]; and (D) are sent only in response to [ * ] from computers that meet the [ * ] requirements  as determined by the [ * ].

  (d) Records and Audit Rights. Distributor will keep and maintain complete and accurate books, records, and accounts relating to  this Agreement. During the Term, and for a period of [ * ] thereafter, Google may audit Distributor's relevant records to confirm  Distributor's compliance with this Agreement. Google's auditor will only have access to those books and records of Distributor  which are reasonably necessary to confirm such compliance.

4. PAYMENT TERMS

4.1 Payments. Subject to Clause 4.2, during the Term on a [ * ] basis, Google shall pay to Distributor the applicable payment set out in Exhibit  A for each [ * ] and each [ * ] that occurred during the previous [ * ]. Google shall determine the [ * ] in respect of which each [ * ] and  [ * ] took [ * ] (using the relevant [ * ]). Notwithstanding the foregoing, in no event will the [ * ] of [ * ] by Google to Distributor for all  [ * ] and all [ * ] in respect of [ * ] (as set out in Exhibit A) exceed [ * ] ([ * ]) of the [ * ] to Distributor for such [ * ].

4.2 [ * ]. Notwithstanding anything to the contrary, in no event shall the [ * ] paid or payable to Distributor by Google pursuant to Clause 4.1  (Payments) exceed the [ * ]. Google shall have the right, at its sole option, to increase the [ * ] by providing written notice to Distributor  no later than [ * ] prior to the end of the Term. The foregoing sentence shall not relieve Google of any payment obligations that have  accrued prior to the achievement of the [ * ].

4.3 Payment Terms. All payments under this Agreement shall be made in [ * ] in the [ * ] following the [ * ] for which the payments are  applicable. The party receiving payment will be responsible for any bank charges assessed by the recipient's bank. In addition to other  rights and remedies Google may have, Google may offset any payment obligations to Distributor that Google may incur under this  Agreement against any product or service fees owed to Google and not yet paid by Distributor under any agreement between Distributor  and Google. Google may also withhold and offset against its payment obligations under this Agreement, or require Distributor to pay to  Google within [ * ] of any invoice, any amounts Google [ * ] overpaid to Distributor in prior periods.

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   *Confidential treatment requested  Google Confidential



4.4 Taxes. All payments under this Agreement are exclusive of taxes imposed by any governmental entity. Google shall pay any applicable  taxes imposed by governmental agencies with respect to the transactions under this Agreement other than taxes based upon  Distributor's income. Google shall promptly provide to Distributor a copy of an official tax receipt or other appropriate evidence of any  taxes imposed on payments made under this Agreement. When Distributor has the legal obligation to collect any applicable taxes, the  appropriate amount shall be invoiced to and paid by Google unless Google provides Distributor with a valid tax exemption certificate  authorised by the appropriate taxing authority.

4.5 Interest. Distributor may charge interest at the rate of [ * ] above the base rate of Barclays Bank PLC from time to time, from the due date  until the date of actual payment, whether before or after judgment, on any payment pursuant to this Clause 4 (Payment Terms) which is  overdue.

5. TERM AND TERMINATION

5.1 Term. This Agreement shall commence on the Effective Date and, unless earlier terminated as set out in this Agreement, shall continue  for the Term.

5.2 Termination for breach. A party may suspend performance and/or terminate this Agreement, with immediate effect, if the other party:

  (a) is in material breach of this Agreement where the breach is incapable of remedy; or

  (b) is in material breach of this Agreement where the breach is capable of remedy and fails to remedy that breach within thirty (30)  days after receiving written notice of such breach.

5.3 Termination for insolvency. A party may suspend performance and/or terminate this Agreement with immediate effect, if:

  (a) the other party enters into an arrangement or composition with or for the benefit of its creditors, goes into administration,  receivership or administrative receivership, is declared bankrupt or insolvent or is dissolved or otherwise ceases to carry on  business; or

  (b) any analogous event happens to the other party in any jurisdiction in which it is incorporated or resident or in which it carries on  business or has assets.

5.4 Change of Control. [ * ] may terminate this Agreement immediately upon written notice if there is a Change of Control of [ * ]. In this  Clause the term Control shall mean the possession by any person(s) directly or indirectly of the power to direct or cause the direction  of another person and Change of Control is to be construed accordingly. [ * ] expected to experience, or [ * ] is experiencing, such  Change of Control shall notify [ * ] in writing of this before or within [ * ] after the Change of Control. If [ * ] has not exercised its right of  termination under this Clause within [ * ] following the later of (i) the receipt of notice of [ * ] Change of Control or (ii) the Change of  Control event, that [ * ]. The parties acknowledge that as at the Effective Date, [ * ] may [ * ] its [ * ]. [ * ] agrees not to exercise its  termination right under this clause 5.4 if [ * ], provided that following [ * ]:

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   For the avoidance of doubt, if following [ * ] there is a transfer of shareholding or interests in Distributor to any existing or new  shareholder(s) which results in any person or persons subsequently gaining Control of Distributor, then Google may exercise its right to  terminate in accordance with this clause 5.4..



   *Confidential treatment requested  Google Confidential



  5.4.1. no one person Controls [ * ] (other than an[ * ] which is not a [ * ] of [ * ] (as determined by [ * ]in its sole discretion)); and

  5.4.2. no [ * ] of [ * ] (as determined by [ * ] in its sole discretion) holds a [ * ] or [ * ] in [ * ].

5.5 Additional Termination Rights. Google may terminate this Agreement immediately upon written notice to Distributor if: (a) Distributor  breaches Clause 2 (License Grants and Restrictions), Clause 3.6 (EULA), Clause 3.7 (Accurate Reproduction), or Clause 6 (Confidential  Information), (b) if Google believes, in good faith, that the Distributor has violated or caused Google to violate any Anti-Bribery Laws (as  defined in Clause 8.5) or that such a violation is reasonably likely to occur, or (c) Distributor is in material breach of this Agreement more  than [ * ] notwithstanding any cure of such breaches. Notwithstanding anything to the contrary, in the event that the government or  controlling body of any country or territory in which Bundles are distributed imposes any law, restriction or regulation that makes it illegal  to distribute the Products, or any portion of them, into such country or territory, or if any such law, restriction or regulation places a  substantial burden on Google, where substantial is measured with respect to Google's economic benefit under this Agreement, as  determined by Google in its reasonable and good faith judgment (such substantial burden, a Substantial Burden) then either party or  Google (in the case of a Substantial Burden) may require the suspension of all distributions of Bundles in such country or territory until  such time as such law, restriction or regulation is repealed, nullified or modified such that it is no longer illegal or a Substantial Burden (in  the case of Google), as applicable, for Bundles to be distributed in such country or territory (Special Suspension); provided, however,  that Distributor's obligations under Clause 3.5 (Exclusivity) shall not apply in respect of the relevant country or territory during any  period of Special Suspension. If a period of Special Suspension extends for more than [ * ] may then terminate this Agreement (in part) in  respect of the affected country or territory only, such termination to take effect upon written notice[ * ]. [ * ] will use its reasonable  endeavours to provide [ * ] with [ * ] (to the extent it is practicable to do so) of the [ * ] or [ * ] (which was commenced by [ * ]).

5.6 Effect of Termination. Upon expiration or termination of this Agreement: (a) all rights and licenses granted under this Agreement shall  immediately cease; (b) Distributor shall (and shall ensure that any Third Party Distributors shall) immediately stop reproducing the  Products and offering or distributing Bundles; (c) Distributor shall return or destroy (and a duly appointed officer of Distributor shall  certify to such destruction) all copies of the Products and any other Google Confidential Information in its possession; and (d) the fees  payable to Distributor shall immediately cease accruing and Google shall within [ * ] following such expiration or termination pay to  Distributor any undisputed amounts which have accrued from the time of the most recent payment to Distributor through the date of  termination or expiration of this Agreement. Clauses 5.6 (Effect of Termination), 6 (Confidential Information), 7 (Proprietary Rights), 9  (Limitation of Liability), 10 (Indemnification) and 11 (General) shall survive the termination or expiration of this Agreement.

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   *Confidential treatment requested  Google Confidential



6. CONFIDENTIAL INFORMATION

6.1 In this Agreement, Confidential Information means information disclosed by (or on behalf of) one party to the other party under this  Agreement that is marked as confidential or, from its nature, content or the circumstances in which it is disclosed, might reasonably be  supposed to be confidential, including the terms and conditions (including the Exhibits) of this Agreement. It does not include  information that the recipient already knew, that becomes public through no fault of the recipient, that was independently developed by  the recipient or that was lawfully given to the recipient by a third party.

6.2 The recipient of any Confidential Information shall not disclose that Confidential Information, except to Group Companies, employees  and/or professional advisors who need to know it and who have agreed in writing (or in the case of professional advisors are otherwise  bound) to keep it confidential. The recipient shall ensure that those people and entities: (a) use such Confidential Information only to  exercise rights and fulfill obligations under this Agreement, and (b) keep such Confidential Information confidential. The recipient may  also disclose Confidential Information when required by law, or the regulation or rule of a major US stock exchange or the United States  Securities and Exchange Commission, after giving reasonable notice to the discloser, such notice to be sufficient to give the discloser: (i)  the opportunity to seek confidential treatment, a protective order or similar remedies or relief prior to disclosure (if applicable) and (ii)  (where any disclosure is necessary) time to consult on and approve the form and content of the relevant disclosure. The parties shall then  promptly discuss and agree in good faith on the form and content of the disclosure (each acting reasonably).

7. PROPRIETARY RIGHTS

7.1 Distributor acknowledges that Google and/or its licensors own all right, title and interest, including all Intellectual Property Rights in and  to the Products and the Google Trademarks and all modifications to them. Distributor has, and shall acquire, no rights in the foregoing  except those expressly granted by this Agreement. Google shall not be restricted from selling, licensing, modifying, or otherwise  distributing the Products and/or the Google Trademarks to any third party.

7.2 Google acknowledges that Distributor and/or its licensors own all right, title and interest, including all Intellectual Property Rights, in and  to the Distributor Apps and all [ * ] to [ * ]. Except as expressly set forth in this Agreement, Distributor shall not be [ * ]from [ * ], or  otherwise [ * ]the Distributor App(s) or other products of Distributor to [ * ].

8. WARRANTIES

8.1 Each party warrants to the other that it will use reasonable care and skill in complying with its obligations under this Agreement.  Distributor also represents and warrants that it will undertake commercially reasonable endeavours in good faith to comply with Google's  business partner due diligence process including providing requested information.

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   *Confidential treatment requested  Google Confidential



8.2 Google warrants that the Distribution Products will for a period of [ * ] from the date of their supply to Distributor be free from any defect  which has a materially adverse effect on their use or operation.

8.3 If any of the warranties in Clause 8.1 or 8.2 is breached by Google, Distributor must tell Google as soon as possible. Distributor must give  Google a reasonable time to fix the problem and (if necessary) to supply Distributor with a corrected or replacement version of the  Distribution Product or a way to work-around the problem that is not materially detrimental to Distributor, or to re-perform any relevant  services. This will be done without any additional charge to Distributor. If Google is able to do this within a reasonable time, Google will  have no other obligations or liability in relation to that breach.

8.4 Google will not be liable for breach of any of the warranties or other terms in this Agreement to the extent that the breach arises from:

  (a) use of the Products other than in accordance with normal operating procedures;

  (b) any alterations or maintenance to the Products done by anyone other than Google or someone authorised by Google;

  (c) any problem with a computer on which the Products are installed, or with any equipment connected to that computer or any  other software which is installed on that computer;

  (d) any abnormal or incorrect operating conditions; or

  (e) use of the Products in combination with any other hardware or software, unless this use has been approved by Google in  writing.

8.5 Distributor will comply with all applicable commercial and public anti-bribery laws, including, without limitation, the UK's Bribery Act  2010 and the U.S. Foreign Corrupt Practices Act of 1977 (Anti-Bribery Laws), which prohibit (amongst other things) corrupt offers of  anything of value, either directly or indirectly, to a government official to obtain or keep business. ''Government officials include any  government employee, candidate for public office, and employee of government-owned or government-controlled companies, public  international organisations, and political parties. Furthermore, Distributor will not make any facilitation payments, which are payments to  induce officials to perform routine functions they are otherwise obligated to perform.

8.6 No conditions, warranties or other terms apply to the Products, [ * ] or to any other goods or services supplied under this Agreement  unless expressly set out in this Agreement. Subject to Clause 9.1, no implied conditions, warranties or other terms apply (including any  implied terms as to satisfactory quality, fitness for purpose or conformance with description).

9. LIMITATION OF LIABILITY

9.1 Nothing in this Agreement shall exclude or limit either party's liability for:

  (a) death or personal injury resulting from the negligence of either party or their servants, agents or employees;

  (b) fraud or fraudulent misrepresentation;

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   In this Clause 9.4, Contract Year means a period of one year starting on the Effective Date or the relevant anniversary of the Effective  Date (as appropriate). If the amount referred to in (b) above cannot be calculated accurately at the time the relevant liability is to be  assessed (the Applicable Time), it shall be calculated on a pro-rata basis as X/Y x Z. Where:     X = the total sum paid and payable to the Distributor pursuant to Clause 4 in the relevant Contract Year prior to the Applicable Time;     Y = the number of days elapsed in the relevant Contract Year prior to the Applicable Time; and     Z = 365     *Confidential treatment requested  Google Confidential



  (c) breach of any implied condition as to title or quiet enjoyment; and

  (d) misuse of confidential information.

9.2 Nothing in this Agreement shall exclude or limit either party's liability under Clause 10 (Indemnities), or Distributor's liability under Clause  2 (License Grants and Restrictions), Clause 3.5 (Exclusivity), Clause 3.6 (End User License Agreement) and Clause 3.7 (Accurate  Reproduction) or Clause [ * ].

9.3 Subject to Clauses 9.1 and 9.2, neither party shall be liable under this Agreement (whether in contract, tort or otherwise) for any:

  (a) loss of anticipated savings;

  (b) loss of business opportunity (which for the avoidance of doubt shall not include loss of advertising revenue);

  (c) loss of or corruption of data;

  (d) loss or damage resulting from third party claims; or

  (e) indirect or consequential losses;
     suffered or incurred by the other party (whether or not such losses were within the contemplation of the parties at the date of this  Agreement).

9.4 Subject to Clauses 9.1 and 9.2, each party's total liability under or in connection with this Agreement (whether in contract, tort or  otherwise) arising in any Contract Year is limited to the greater of:

  (a) [ * ] Euros ([ * ] Euros); and

  (b) [ * ]% of the total payment due to the Distributor in the relevant Contract Year pursuant to Clause 4 (Payment Terms).

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   By Distributor.

   User claim arising out of or resulting from such End Users use of any Distributor App(s), including any actions or claims in product  liability, tort, contract or equity.     *Confidential treatment requested  Google Confidential



10. INDEMNIFICATION BY GOOGLE.

10.1 Google [ * ] and will indemnify Distributor against all liabilities, costs, damages and expenses (including settlement costs approved in  writing by Google and reasonable legal fees [ * ]) suffered or incurred by Distributor arising from any claim from a third party that any  Products or any Google Trademark infringe(s) any copyright, trade secret or trademark of such third party (an IP Claim), provided that  Distributor:

  (a) promptly notifies Google;

  (b) provides Google with reasonable information, assistance and cooperation in responding to and, where applicable, defending  such IP Claim; and

  (c) gives Google full control and sole authority over the defence and settlement of such IP Claim. Distributor may appoint its own  supervising counsel of its choice at its own expense.

10.2 Google will not have any obligations or liability under this Clause 10 in relation to any IP Claim arising from:

  (a) use of the Products or Google Trademarks in a modified form or in combination with materials not furnished by Google;

  (b) use of the Products or Google Trademarks other than in accordance with this Agreement; or

  (c) any content, information or data provided to Google by Distributor, End Users or any other third parties;

10.3 Google may (at its sole discretion) suspend Distributors distribution or use of the Products or the Google Trademarks which are alleged,  or believed by Google, to infringe any third party's Intellectual Property Rights, or modify such items to make them non-infringing. if any  suspension under this Clause continues for more than 30 days, Distributor may, at any time until use of the distribution or use of the  Products or the Google Trademarks is reinstated, terminate this Agreement immediately upon written notice. [ * ] will use reasonable  endeavours to [ * ] with [ * ] (to the extent it is practicable to do so) of the [ * ] or [ * ].

10.4 Distributor [ * ] and will indemnify Google against all liabilities, costs, damages and expenses (including settlement costs approved in  writing by Distributor and reasonable legal fees [ * ]) suffered or incurred by Google or any Google Group Company arising from: (a)  Distributor's improper (ie not in accordance with the requirements of this Agreement including the Exhibits) or unauthorised, replication,  packaging, marketing, distribution, or installation of the Products, including any breach of Clause 8.5 and any claims based on  representations, warranties, or misrepresentations made by Distributor, (b) any claim from a third party that the Distributor App(s)  infringe any third party copyright, trademark, or trade secret, or (c) any End

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   *Confidential treatment requested  Google Confidential



10.5 The indemnification obligations set out in Clause 10.4(b) shall exist only if Google: (a) promptly notifies Distributor of such claim, (b)  provides Distributor with reasonable information, assistance and cooperation in responding to and, where applicable, defending the  lawsuit or proceeding, and (c) gives Distributor full control and sole authority over the defense and settlement of such claim. Google may  join in defense with counsel of its choice at its own expense.

10.6 The foregoing Clauses 10.1 to 10.5 states the parties' entire liability and exclusive remedy with respect to infringement of a third party's  Intellectual Property Rights.

11. GENERAL

11.1 Publicity. Subject to clause 6 (Confidential Information), neither party may make any public statement regarding the relationship  contemplated by this Agreement without the other's prior written approval.

11.2 Notices. All notices of termination or breach must be in English, in writing, addressed to the other party's Legal Department and sent to  Distributor's address set out at the head of this Agreement or to [ * ] (as applicable) or such other address as either party has notified the  other in accordance with this Clause. All notices shall be deemed to have been given on receipt as verified by written or automated  receipt or electronic log (as applicable). All other notices must be in English, in writing, addressed to the other party's primary contact  and sent to their then current postal address or email address.

11.3 Assignment. [ * ] may [ * ]any of its rights or obligations under this Agreement without the prior written consent of [ * ]. For the  avoidance of doubt, a Change of Control shall be deemed an assignment hereunder unless [ * ] does not exercise its [ * ].

11.4 Force Majeure. Neither party shall be liable for failure to perform or delay in performing any obligation under this Agreement if the failure  or delay is caused by any circumstances beyond its reasonable control.

11.5 Compliance with Export Laws. Distributor shall comply with all applicable export and re-export control laws and regulations (Export  Laws), which the parties agree include: (a) the Export Administration Regulations maintained by the U.S. Department of Commerce, (b)  trade and economic sanctions maintained by the U.S. Treasury Department's Office of Foreign Assets Control, and (c) the International  Traffic in Arms Regulations maintained by the U.S. Department of State. Unless Distributor obtains prior authorisation required by  applicable Export Laws, Distributor shall not export any Product to Cuba, Iran, North Korea, Sudan or Syria.

11.6 No Waiver. Failure or delay in exercising any right or remedy under this Agreement shall not constitute a waiver of such (or any other)  right or remedy.

11.7 Severability. The invalidity, illegality or unenforceability of any term (or part of a term) of this Agreement shall not affect the continuation  in force of the remainder of the term (if any) and this Agreement.

11.8 No Agency. Except as expressly stated otherwise, nothing in this Agreement shall create an agency, partnership or joint venture of any  kind between the parties.

11.9 No Third-Party Beneficiaries. Except as expressly stated otherwise, nothing in this Agreement shall create or confer any rights or other  benefits in favour of any person other than the parties to this Agreement.

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   Signed by the parties on the dates shown below.

   *Confidential treatment requested  Google Confidential



11.10 Governing Law. This Agreement is governed by English law and the parties submit to the exclusive jurisdiction of the English courts in  relation to any dispute (contractual or non-contractual) concerning this Agreement save that either party may apply to any court for an  injunction or other relief to protect its Intellectual Property Rights. If this Agreement is translated into any other language, if there is  conflict the English text will take precedence.

11.11 Counterparts. The parties may execute this agreement in counterparts, which taken together will constitute one instrument.

11.12 Entire Agreement. Subject to Clause 9.1, this Agreement sets out all terms agreed between the parties in relation to its subject matter and  supersedes all previous agreements between the parties relating to the same. In entering into this Agreement neither party has relied on  any statement, representation or warranty not expressly set out in this Agreement.

DISTRIBUTOR   GOOGLE INC        /[ * ]   /s/ [ * ]  By   By        [ * ]   [ * ]  Name   Name        [ * ]   [ * ]  Title   Title        [ * ]   [ * ]  Date   Date

  - 14 -





  EXHIBIT A     Payments

   *[ * ]     ** [ * ].     *Confidential treatment requested  Google Confidential



[ * ]     [ * ]       [ * ]   [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]     [ * ]     $ [ * ]  [ * ]**     [ * ]*     $ [ * ]

  - 15 -





  EXHIBIT B     Process Flow





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  Form of Offering     1 - WhiteSmoke Welcome Screen





  - 17 -





  2-Toolbar offer     lf [ * ] Criteria Checker has returned True

     *Confidential treatment requested



  - 18 -





  3-Chrome offer     If [ * ] Criteria Checker has not returned 'True AND [ * ] Criteria Checker has returned True

     *Confidential treatment requested



  - 19 -





  4 - Installation Progress

     Google Confidential



  - 20 -





  5 - Chrome First Launch     If Chrome has been installed

     Criteria Checker     During the Term, for each End User who installs the Distributor App, Distributor shall use the [ * ] Criteria Checker to determine if [ * ] can be  offered to such End User. If the [ * ] Criteria Checker returns True, Distributor shall offer the End User the opportunity to install the [ * ] in  conjunction with the Distributor App. If the [ * ] Criteria Checker returns False Distributor shall: a) not offer the End User the opportunity to install  the [ * ] and b) use the [ * ] Criteria Checker to determine whether the [ * ] can be offered to such End User. If the [ * ] Criteria Checker returns  True, Distributor shall offer the End User the opportunity to install the [ * ] in conjunction with the Distributor App. If the [ * ] Criteria Checker  returns False, Distributor shall not offer such End User the opportunity to install the [ * ]. Prior to Launch, Distributor shall obtain Google's  approval of the parameters Distributor uses to call the [ * ] Criteria Checker and [ * ] Criteria Checker     Chrome Browser Auto Launch.     Distributor shall ensure that the first launch of the Chrome Browser following installation of the Chrome Browser complies with each of the  following requirements (the Chrome Launch Requirements):     (a) The Chrome Browser shall auto-launch immediately prior to the launch of the Distributor App, no earlier and no later.     *Confidential treatment requested



  - 21 -





   (b) No advertisements, offers, or other communications shall appear between launch of a Distributor App and launch of the Chrome  Browser.     (c) Upon launch of the Chrome Browser, the Chrome Browser shall immediately appear on the End User's computer desktop exactly as  shown in this Exhibit B. Without limiting the preceding sentence, each of the following shall appear on the End User's desktop exactly as shown in  this Exhibit B: (i) the location and size of the Chrome Browser window and the Distributor App window, (ii) the z-order of the Distributor App and  the Chrome Browser, and (iii) the number and content of the tabs in the Chrome Browser (i.e., the Chrome Browser shall contain exactly two (2)  tabs, with the first tab set to google.com, and the second tab set to http://tools.google.com/chrome/intlfen-US/welcome.html (or such other url as  Google may specify). In no event shall the Chrome Browser window be minimized. Notwithstanding the foregoing, Distributor may modify the  content and design of the Distributor App window provided that Distributor complies with the other restrictions in this Agreement and obtains  Google's prior consent.     (d) The tabs in the Chrome Browser and the Omnibox shall be clearly visible to the End User as shown in this Exhibit B, regardless of the  resolution of the End User's monitor. In no event shall the tabs in the Chrome Browser or the Omnibox be hidden behind a Distributor App.     (e) Distributor shall implement (or, if implemented by Google, Distributor shall not modify) the six-month flag (i.e., the functionality that  prevents an End User from receiving more than one (1) offer for the Chrome Browser within any six (6)-month period) unless Google has provided  written confirmation (including by email) that the 6-months flag can be turned off. Note that this authorisation may be revoked at any time and  Distributor shall then include the 6 months flag again in future builds.



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  EXHIBIT C     Guidelines for Applications Bundled with Google Applications     Google has observed a significant increase in the number of reports of software that is engaging in deceptive, malicious and other annoying  practices that significantly diminish user perception and enjoyment of the internet. These practices include but are not limited to installing  software on computers without obtaining informed end user consent (the so-called drive-by download), inundating end users with  advertisements without adequate attribution or labeling, exposing users to pornographic material without obtaining informed end user consent,  obtaining or transmitting personal information about an end user without obtaining informed end user consent, and interfering with an end user's  ability to easily uninstall applications the end user does not wish to be on his or her computer.     Google does not wish to be associated with these types of practices. Accordingly, Google has developed the Guidelines set forth below to prevent  its trademark, other intellectual property, and services from being used in connection with these practices. Google believes that these Guidelines  are necessary to protect Google from any allegation that it has contributed to practices that might be viewed as unlawful or actionable; to preserve  the reputation of Google as a provider of trusted software and services in a manner that is beneficial and fair to users and other constituents; and  to stem the rising incidence of practices that harm users and diminish the perceived value and reliability of the internet, which are essential to  Google's business.     With this objective in mind, Google has established the following Guidelines to apply to customer Applications that are bundled with any Google  Application. Except to the extent Google has otherwise specifically agreed in writing, Google does not grant permission to, and you will not,  bundle any Application with a Google Application unless you ensure that any such Application specified in the agreement between you and  Google that incorporated these Guidelines complies with these Guidelines.     For the avoidance of doubt, by these Guidelines Google does not intend to, and does not, impose any restrictions on what you may do with any  Application that is not bundled with a Google Application, bundled with an Application that accesses Google services, or used to access Google  services; you remain free to sell any Application you wish (whether or not it complies with these Guidelines) so long as it is not bundled with a  Google Application, bundled with an Application that accesses Google services, or used to access Google services.     In these Guidelines: (a) you and your refer to the legal entity(ies) that has entered into the contract with Google into which these Guidelines  are incorporated, as well as any person or entity acting on your behalf; and (b) Application means any application, plug-in, helper, component or  other executable code that runs on a user's computer, examples of which include those that provide browser helper objects, instant messaging,  chat, email, data, file viewing, media playing, file sharing, games, internet navigation, search and other services.    Google Confidential



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   Google welcomes input about these Guidelines from you and from other interested parties, and is always willing to consider revisions as  appropriate to encourage innovation while protecting against deceptive, unfair and harmful practices. Accordingly, Google may update these  Guidelines, including the Attachments, from time to time as provided in Section 10 below.     If you have any questions about these Guidelines, please do not hesitate to discuss them with your Google account manager.     Google Confidential



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   1. General.     1.1 Approval and Ongoing Compliance. You may bundle Google Applications with Applications only to the extent permitted in the  signed written agreement into which these Guidelines have been incorporated. In such instance, you must ensure that your Application both (1)  has been approved by Google for the purpose of being bundled with Google Applications in writing in advance, and (2) complies at all times with  the requirements outlined herein. To obtain Google's approval for any Applications not expressly approved in your agreement, you must submit a  written request.     1.2 No Google Branding or Attribution. Your Application, and any related collateral material (including any Web pages promoting your  Application or from which your Application is made available), must not contain any Google branding, trademarks or attribution unless (and then  only to the extent) Google expressly consents otherwise in writing. In addition, queries entered into Applications may not resolve to a results page  that contains any Google branding, trademarks or attribution unless (and then only to the extent) Google expressly consents otherwise in writing.     2. Prohibited Content. You may not bundle any Google Application with an Application that: (a) contains any viruses, worms, trojan horses, or the  like; and (b) is distributed primarily for the purpose of (i) distributing pornographic, obscene, excessively profane, gambling-related, deceptive,  fraudulent or illegal content, or (ii) distributing content related to hacking or cracking.     3. Prohibited Behavior. You may not bundle any Google Application with an Application that engages in deceptive, unfair, harassing or otherwise  annoying practices. For example, the Application may not:







   Google Confidential



  (a) use, or permit an unaffiliated person to use, an end user's computer system for any purpose not understood and  affirmatively consented to by the end user (including, without limitation, for purposes of consuming bandwidth or  computer resources, sending email messages, launching denial of service attacks, accruing toll charges through a dialer  or obtaining personal information from an end user's computer such as login, password, account or other information  personal to the end user);

  (b) intentionally create or exploit any security vulnerabilities in end user computers;

  (c) trigger pop-ups, pop-unders, exit windows, or similar obstructive or intrusive functionality, that materially interfere with  an end user's Web navigation or browsing or the use of his or her computer;

  (d) repeatedly ask an end user to take, or try to deceive an end user into taking, an action that the end user has previously  declined to take (such as repeatedly asking an end user to change his or her home page or some other setting or  configuration);

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   4. Disclosure and Consent.     4.1 Disclosure and Consent before Installation. You may not bundle any Google Application with any Application unless you (and your  distribution and bundling partners, if applicable under the terms of the agreement between you and Google that incorporates these Guidelines)  design the installation of any such Application in a manner that ensures that it is installed by end users in a knowing and willful manner - e.g., no  drive-by' downloads or installs. By distribution partner we mean any third party who distributes your Application and by bundling partner  we mean any third party who installs your Application in combination with or alongside one or more other Applications. At a minimum, compliance  with this provision requires that, prior to installing your Application, you and any third party distributing or bundling your Application:









   4.2 Disclosure and Consent for Collection and Transmission of Personally Identifiable information. You may not bundle any Google  Application with any Application that (1) collects or transmits to any entity other than the end user personally identifiable information, or (2)  collects or transmits information related to a user's computer or Internet usage or activity in a manner that could collect or transmit such user's  personally identifiable information (such as through keystroke logging), unless prior to the first occurrence of any such collection or transmission  you:

   Google Confidential



  (e) redirect browser traffic away from valid DNS entries (except that your Application may direct unresolved URLs to an  alternative URL designated by you, provided that the page to which the end user resolves adequately informs the end  user that you and your Application are the source of that page);

  (f) interfere with the browser default search functionality (except that your Application may permit an end user to change  his or her default search engine with proper disclosure, consent and attribution as provided below); or

  (g) engage in activity that violates any applicable Jaw or regulation.

  (a) first, fully, accurately, clearly and conspicuously disclose to end users:

  (i) that they are installing an application,

  (ii) the name of the Application, identifying you as the entity responsible for it, and

  (iii) the principal and significant features and functionality of the Application; and

  (b) then, obtain the end user's affirmative consent to install the Application.

  (a) first, fully, accurately, clearly and conspicuously disclose:

  - 26 -













   4.3 Disclosure and Consent for Setting Changes. You may not bundle any Google Application with any Application that makes a  change to any operating system or Application data setting which will impact the user experience of other Applications (e.g., changing the  browser default home page or changing the default application for a file type, such as the default email, browser or media player application),  unless prior to making such change you:



   Notwithstanding the foregoing, (i) no disclosure and consent need be made for changes to operating system or Application data settings that  have only a minor impact on user experience, such as adding a small number of bookmarks to the browser menu or adding an item to a start menu,  and (ii) the disclosure and consent requirements of this Section 4.3 will not apply to those setting changes that may be made prior to sale to the  end user.     4.4 Method of Disclosure and Consent. In order to satisfy the requirements above, the disclosure of the items specified above (a) must be  provided in both (1) the End User License Agreement (EULA) or privacy policy (to the extent required by law or otherwise by industry custom)  and (2) separately from the EULA and/or privacy policy (e.g. in installation screens or message boxes, as the case may be), and (b) must be  designed so that it will be read by, adequately inform and evidence the consent of a typical Internet user. See Attachment 1 for sample disclosure  and consent implementations that would satisfy certain of the requirements above.     4.5 EULA and Privacy Policy. You may not bundle any Google Application with any Application unless it conforms, and is distributed  pursuant to a EULA that conforms, with all applicable laws and regulations. In addition, you and your Application must comply with the  agreements and representations you make with your end users in your EULA and privacy policy. Your privacy policy must be accessible from  your Application in an easily found location. If your Application collects or transmits any other information related to the user's use of his or her  computer, but not required to be disclosed and consented to pursuant to Section 4.2, then the collection and use of such other information must  be disclosed in your privacy policy.     Google Confidential



  (i) the type of information collected (described with specificity in the case of personally identifiable information),

  (ii) the method of collection (e.g. by registration, etc.), and

  (iii) the location of (i.e., a link to) the privacy policy that governs the collection, use and disclosure of the  information; and

  (b) then, obtain the end user's affirmative consent to such collection and/or transmission.

  (a) first, fully, accurately, clearly and conspicuously disclose the change in a manner that will explain the practical effect of  such change; and

  (b) then, obtain the end user's affirmative consent to make such change.

  - 27 -





   5. Transparency. Neither you nor any of your third party distribution or bundling partners may mislead end users or create end user confusion  with regard to the source or owner of an Application or any portion of its purpose, functionality or features. For example, all elements of your  Application that are visible to the end user must clearly identify their source through its branding and attribution, and that identification, whatever  form it takes, must correspond to the identification of your application in the menu that permits end users to remove programs. You must clearly  label advertisements provided by your Application (if any) as such and clearly identify your Application as the source of those advertisements. In  addition, if your Application modifies the operation or display of other applications or Web sites (other than Web sites that you own), then in  each instance you must clearly and conspicuously attribute the source of that modification to your Application (as distinct from the application or  Web site modified) in a manner that will inform a typical Internet user; provided that this requirement will not apply to modifications for which you  obtain disclosure and consent pursuant to Section 4.3. See Attachment 1 for examples of modifications that are clearly and conspicuously  disclosed to end users.     6. Deactivation. You may not bundle any Google Application with any Application that impairs an end user's ability to change any preferences or  settings set by the Application in accordance with the way that such preferences or settings ordinarily may be changed by the applicable  Application. Once disabled by an end user, your Application may not be re-enabled without an affirmative action by the end user to explicitly re- enable your application. Accordingly, no use, update, installation or re-enablement of a separate Application, and no code downloaded as a result  of browsing a Web site, may operate to re-enable your Application. Your Application must permit end users to uninstall it (in the customary place  the applicable operating system has designated for adding or removing programs, e.g., Add/Remove Programs control panel in Windows) in a  straightforward manner, without undue effort or skill. In addition, your Application, when running, must provide (in an easily found location) clear  and concise instructions on how it may be uninstalled. Once uninstalled, your Application must not leave behind any functionality or design  elements, and all setting changes made by the application, but not explicitly agreed to by the end user, should be reversed to the extent  practicable.     7. Bundling of Applications. In addition to the requirements set forth in the agreement between you and Google that incorporates these  Guidelines, in order for you to bundle any Application with a Google Application must satisfy each of the following requirements:





   Google Confidential



  (a) the end user is made aware of all of the Applications included in the bundle prior to any installation;

  (b) all such Applications included in the bundle or download comply with the provisions of Section 2 through 6 of these  Guidelines;

  (c) if Applications in a bundle in which you are participating are supported in part by revenue generated by advertising  displayed in another independent Application included in that bundle and the continued use of the Application is  conditioned on such other independent Application remaining installed and active on the end user's computer, the end  user must be made aware of that relationship; and

  - 28 -







   8. Information and Assistance. Subject to any confidentiality obligations owed to third parties, you must provide Google with such information as  Google may reasonably request about the distribution of those of your Applications that are bundled with any Google Application. For example,  we may ask you to share with us: (a) the means by and/or the locations from which your Applications are distributed; or (b) the identity of any  applications included in any of your bundling relationships (and the entities responsible for such applications). In addition, you must provide  such assistance as Google may reasonably request to investigate and stop potential violations of these Guidelines that may be connected to your  Application, including by way of using such number of identifiers and other tracking parameters as Google may reasonably request. This would  include providing Google with golden masters of any bundle or other distribution that includes your Application, or working with Google to  stop any entities that may be financially benefiting from your Application from engaging in any of these proscribed practices. You understand,  however, that Google has no obligation to provide support to end users of your Application. For the avoidance of doubt, these information and  assistance rights do not extend to any of your Applications that are not used to access Google services, bundled with a Google Application, or  bundled with an Application that accesses Google services.     9. Legal. You must maintain ownership and control of your Application at all times to the extent required to practically and legally enforce the  requirements of these guidelines. If you are seeking to permit a third party Application to be bundled with a Google Application, then you must  also obtain Google's written approval of that third party Application (in addition to the approval required for your Application). If Google  approves the third party Application, you are responsible for ensuring that such third party Application also complies with these Guidelines.  Special indemnity and other suspension and/or termination provisions may apply. These are addressed in your agreement with Google.     10. Updates.     10.1 General. As mentioned above, Google may update these Guidelines, including the Attachments, from time to time; provided,  however, that no updates will be effective until Google provides you with thirty (30) days' written notice thereof. Once you receive that notice (the  date on which you receive such notice, the Update Notice Date), you will be required to bring your Application into compliance within thirty (30)  days     Google Confidential



  (d) either (1) the bundle must provide for a master uninstaller that will enable the end user to uninstall every Application in  the bundle without undue effort or skill, or (2) if no master uninstaller is provided, the de-installation of any Application  may not be dependent or conditioned upon the de-installation of any other Application included in the bundle.

  - 29 -





  10.2 Extended Compliance Period. If, solely as a result of an updated requirement, one or more of your Applications no longer complies  with these Guidelines, as updated, and you are incapable of bringing such Application into compliance prior to the scheduled effective date of  such update (the Update Effective Date), you agree to provide Google with written notice thereof as soon as reasonably practicable, but in any  event no later than the Update Effective Date, identifying the Application and the reasons why it may not be brought into compliance prior to the  Update Effective Date, and providing such other detail as Google may reasonably request with respect thereto (consistent in any event with your  confidentiality obligations). Thereafter, the parties will consult, and you agree to will work, diligently and in good faith to develop and execute a  plan to bring such Application into compliance with these Guidelines, as updated, as soon as reasonably practicable, but in any event within  ninety (90) days of the Update Notice Date (the Maximum Compliance Period). You agree that you will provide Google with such information as  Google reasonably requests during this period to keep Google apprised of your progress in bringing your Application into compliance.  Notwithstanding the foregoing (but subject to the next sentence), in no event may a new requirement provided for in any update to these  Guidelines require you to take any action which would violate the terms of any agreement between you and any unaffiliated third party that is in  effect on the date that Google delivers notice of the proposed update. In any event, if you are unable to bring any Application into compliance  during the Maximum Compliance Period, Google may elect, by providing at least thirty (30) days prior written notice, to require you to cease  bundling either the specific non-conforming Application or those versions of the Application which are, or are distributed, in violation of the  Guidelines, as updated; it being understood that, at such time, you will be entitled to procure services from an alternative source for those  Applications (or versions thereof) with respect to which Google has exercised such election.     Google Confidential



  - 30 -





  Attachment 1     Prohibited Behavior and Content     The application may not impact the display of other applications unless you provide clear disclosure in each instance

    Google Confidential



  - 31 -







    Google Confidential



  - 32 -





  Disclosure and Consent     Clear and conspicuous disclosure is required prior to download or install: what it is, what it does, and how it will be displayed to the end user

     Disclosure and Consent     Describe type, method, and use of personal information, if applicable. Point user to privacy policy

    Google Confidential



  - 33 -







    Google Confidential



  - 34 -





  Branding & Attribution     The visible elements of the application should be easily identifiable to the end user

    Google Confidential



  - 35 -





  Implementation, Transparency and Deactivation     The Application must permit end users to uninstall it in the customary place the applicable operating system has designated for adding or  removing programs (e.g., Add/Remove Programs control panel in Windows) in a straightforward manner    Google Confidential



  - 36 -







    Google Confidential



  - 37 -





  Implementation, Transparency and Deactivation     The Application must contain (in an easily found location) clear and concise instructions on how it may be uninstalled

    Google Confidential



  - 38 -





  Bundling of Applications     When bundling, the end user must be made aware of all the applications included prior to installation.

    Google Confidential



  - 39 -





  Bundling of Applications     When bundling, the end user must be made aware of advertising revenue relationships to other applications, if the continued use of the primary  application is conditioned on the other applications being installed and active on the end user's computer

     Google Confidential



  - 40 -
[EX A]: Highlight the parts (if any) of this contract related to Warranty Duration that should be reviewed by a lawyer. Details: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?

[EX Q]: JOINT DEVELOPMENT AND MARKETING AGREEMENT

BETWEEN

LECLANCHÉ SA

AND

OAK RIDGE ENERGY TECHNOLOGIES, INC.

1





1. 1.1.

1.2.

1.3.

This AGREEMENT is made on April 6, 2014, (Effective Date between:

LECLANCHÉ S.A., being a company organized and existing under the laws of Switzerland, having its registered office at Avenue des Sports 42, 1400 Yverdon-les-Bains, Switzerland (Leclanché), and

OAK RIDGE ENERGY TECHNOLOGIES INC, being a company organized and existing under the laws of United States of America, having its registered office at 751 North Drive, Suite 9, Melbourne, FL 32934, United States (Oak Ridge),

each a Party and together Parties.

WHEREAS Oak Ridge focuses on the licensing, further development, manufacturing and marketing of products incorporating thin film battery technologies.

WHEREAS Leclanché has developed and markets lithium-ion titanate cells using a proprietary technology and process and also designs and develops customized battery systems for OEM and other customers;

WHEREAS Leclanché is interested in marketing its products and services in the United States;

WHEREAS Oak Ridge is keen to develop its business and has the capability to market and support Leclanché market entry into the United States and is committed to allocate specific resources to provide such services;

WHEREAS both Parties wish to collaborate together to better evaluate the opportunities in the United States, assess how best to address these and generally support each other's business efforts in furtherance of supporting their respective customers based in North America;

NOW THEREFORE it is agreed as follows:

Definitions The term Affiliate as used herein with respect to a party means any partnership, joint venture, corporation of other form of enterprise that directly or indirectly controls, is controlled by or is under common control with such entity or person. For purposes hereof, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

The term Subsidiary as used herein with respect to a party means any partnership, joint venture, corporation of other form of enterprise that is directly or indirectly controlled by such entity or person. For purposes hereof, control means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of a person or entity, whether through the ownership of voting securities, by contract or otherwise.

2

Confidential Information means all information in relation to this Agreement in





1.3.

a)

b)

2. 2.1.

a)

b)

c)

d) e) f)

g)

Confidential Information means all information in relation to this Agreement in whatever form that is disclosed by the Parties to each other and shall include without limitation information disclosed orally or in writing or in any other form, tangible or intangible, and whether furnished prior to, on or after the date of this Agreement, that is described as or provided under circumstances that would reasonably indicate that it is confidential, proprietary or a trade secret, including, but not limited to, information relating to Leclanché's technology, intellectual property, financial or business plans, affairs, methodologies, financial statements or projections, internal management tools and systems, products and product development plans, released or unreleased hardware or software products, sales and marketing plans and materials, clients, contacts and contracts, all files, books, records, documents, specifications, schematics, employee suggestions, papers, drawings, models, sketches of any kind or description, including electronic data recorded or retrieved by any means now in existence or at any time hereinafter developed. Confidential Information shall also include documents transferred to Oak Ridge that are prepared by or on behalf of Leclanché incorporating Confidential Information received from a third party, which is itself required to be treated as confidential. Confidential Information shall not include information or data which was or becomes:

generally available to the public, other than as a result of a breach of this undertaking;

available to the recipient Party on a non confidential basis from a source other than the disclosing Party or its advisers, provided that such source is not, insofar as the recipient Party is aware, bound by any obligations of confidentiality in respect of such information or data;

Market Evaluation - Phase 1 The Parties shall work together to better evaluate the market opportunities in the United States. A joint team shall be constituted, chaired by Anil Srivastava, a Board member of Oak Ridge, to undertake this study which shall be completed by May 31, 2014. The objectives of the study will be to:

build a picture of the key market participants, in particular key customer groups, solution integrators, BMS providers, EPC contractors etc., identify what alliances could /should be formed to enhance the joint offering; identify target business applications where the Leclanché technology could be deployed; gather market information on pricing points and value add opportunities; build economic business cases for key business applications; identify what certification processes need to be undertaken before products and services can be marketed in the United States, what the timelines are and what the estimated costs might be;

3

segregate opportunities by product groups (cells, home systems, industrial





g)

h)

i)

j)

2.2.

2.3.

3. 3.1.

4. 4.1.

4.2.

5. 5.1.

5.2.

5.3.

5.4.

5.5.

5.6.

segregate opportunities by product groups (cells, home systems, industrial systems, project related applications, e.g. frequency regulation); the structure that would be required to address the market in an effective manner; what element of the product assembly could be undertaken by Oak Ridge at its facility in Melbourne; how the trading relationship between the Parties should be structured i.e. whether Oak Ridge will be an agent or reseller and how this will be remunerated.

The output from Phase 1 shall be a market entry plan, that shall be presented to the management of both Parties. The Parties shall decide on further steps based on the marked entry plan.

Regular update calls will be organized by Oak Ridge and meetings shall be held in Melbourne, Florida.

Costs The costs of Mr Srivastava shall be borne by Oak Ridge. Otherwise each Party bears its own costs for Phase 1

Leclanché's Products and Services The Products offered by Leclanché are set out in Annex I. Pricing will be determined after Phase 1 is completed.

The Services offered by Leclanché include the customized design and development of battery systems to meet specific customer requirements. These Services are typically provided by Leclanché's Portable Business Unit. Examples of such Services are set out in Annex II.   Oak Ridge Responsibilities Oak Ridge shall be responsible for developing the sales and marketing for the Products and Services;

Oak Ridge shall dedicate sales and marketing personnel to develop the market;

Oak Ridge shall identify commercial opportunities and work with Leclanché to qualify these opportunities and prepare bids and quotations as necessary;

Oak Ridge shall participate at fairs and events and generally undertake all promotional activities that are required in order to promote the product;   Oak Ridge shall maintain a regular watch on market developments and shall share this with Leclanché on a regular basis;

Oak Ridge shall maintain a first level technical support capability to

4





5.7.

6. 6.1.

6.2.

6.3.

6.4.

6.5.

6.6.

7. 7.1.

7.2.

7.3.

8. 8.1.

8.2.

9. 9.1.

address customer requirements and deal with any field issues expeditiously;

Oak Ridge shall arrange product liability and warranty insurance.

Leclanché Responsibilities Leclanché shall supply the Products and Services;

Leclanché shall provide training and documentation;

Leclanché shall work with Oak Ridge to examine what elements of the Products and Services can be supplied locally by Oak Ridge (e.g. assembly of pre- designed modules);

Leclanché shall generally support the commercial efforts of Oak Ridge in furtherance of the promotion and sales of the Products and Services;

Leclanché shall define the warranty conditions for the Products and Services and work with Oak Ridge to provide the information necessary to secure product liability and warranty insurance cover.

Leclanché shall assist Oak Ridge in preparing and submitting commercial bids.

Exclusivity Where Oak Ridge has identified a specific market opportunity which has been qualified together with Leclanché pursuant to 5.3 above, the Parties shall undertake to work exclusively with each other on such opportunities;

Otherwise there is no exclusivity expressed or implied by either Party.

The Parties shall nonetheless share information as is reasonably necessary to ensure that there is no confusion in the market how customer requirements are addressed. If conflicts were to arise, the Parties shall use their reasonable efforts to resolve any such conflicts in a manner that benefits the end customer.

Pricing Pricing for standard Products shall be defined after Phase 1 has been completed. Pricing for more complex projects shall be determined on a case by case basis.

Pricing for Services shall be quoted on a case by case basis depending on the customer specification.

Payment Terms In certain cases, Leclanché may request progress payments, including some element paid at the time of order. In the absence of a specific payment schedule, all payment terms are 30 days net from date of invoice.

5





10. 10.1.

11. 11.1.

12. 12.1.

13. 13.1.

14. 14.1.

Intellectual Property Each party's intellectual property (IP) in existence as of the Effective Date shall remain such Party's property. Where appropriate and to the extent required, each party undertakes to grant a royalty free license to the other Party solely for the design and development of product(s) under this Agreement. There is no intended or implied transfer of either Party's Intellectual Property to the other.

Confidentiality The Parties shall keep strictly secret and confidential any and all confidential information relating to each other's business and/or to the contents of this Agreement and shall not, in any manner whatsoever, disclose or permit any of its agents, representatives, employees, attorneys, accountants or advisors to disclose any confidential information to any person or entity whatsoever without the prior written consent of the other Party. The Parties shall take all necessary steps to safeguard the secrecy and confidentiality of all confidential information and all materials and to ensure that such confidential information and material obtained in connection with this Agreement is disclosed only to authorized persons who need to know such information for the purpose of performing their duties on behalf of the company.

Non Solicitation The Parties are independent companies, and neither of them or anyone employed by them shall be deemed to be the employee, agent or legal agent of the other. Both Parties agree that during the Term of this Agreement and for a period of two (2) years following the termination, both Parties will not (i) solicit, encourage, or take any other action, which is intended, directly or indirectly, to induce any employee to terminate his or her employment with a Party; or (ii) interfere in any manner with the contractual or employment relationship between the Parties and any their employees.

Assignment Neither Party may assign, delegate, or transfer this Agreement or any of its rights or duties hereunder, without the prior written consent of the other Party. Any attempted assignment or delegation in violation of this section shall be void. The provisions of this Agreement shall be binding upon and inure to the benefit of the Parties, their successors and permitted assigns.

Force Majeure It is agreed that neither Party shall be liable for any delay or failure to perform its obligations hereunder in whole or in part when such delay or non- performance results from causes beyond such Party's control, including, but not limited to, fires, strikes, insurrections, riots, embargoes, shortages of motor vehicles, delays in transportation, inability to obtain

6





14.2.

15. 15.1.

16. 16.1.

17. 17.1.

18. 18.1.

19. 19.1.

supplies of raw materials, or governmental requirements or regulations (Force Majeure Event).

In the event of the occurrence of a Force Majeure Event, the Party unable to perform will, i) promptly notify the other Party, ii) provide an estimate of the duration of the delay, iii) use its bests efforts to resume performance as quickly as possible, and iv) suspend performance only for the period of time as is necessary as a result of the Force Majeure event. Notwithstanding the above, neither Party is relieved of any liability for any delay or failure to perform its defense obligations with respect to third Party intellectual property rights. The Party not delayed may act, in its sole discretion, to terminate the affected order, or any part of the order, or suspend this Agreement in whole or in part, for the duration of the delaying cause.

Amendment No change, amendment or modification of any provision of this Agreement shall be valid unless set forth in a written instrument signed by the Parties.

Construction In the event that any provision of this Agreement conflicts with the law under which this Agreement is to be construed, or if any such provision is held invalid by a court with jurisdiction over a Party to this Agreement, such provision shall be deemed to be restated to reflect as nearly as possible the original intentions of the Parties in accordance with applicable law, and the remainder of this Agreement shall remain in full force and effect.

Severability If any of the provisions or clauses of this Agreement shall be or become void or be held invalid, all other provisions shall remain in full force and effect and the void or invalid provisions shall be forthwith replaced by other provisions to be agreed by the parties valid in form and substance and which shall accomplish as nearly as possible the purpose and intent of the void or invalid provisions in due course.

Announcements No announcements of this Agreement or any subsequent Agreement may be made by one Party without the consent of the other, save if required to do so for legal or regulatory reasons, in which case the Party initiating the announcement shall use reasonable efforts to obtain the comments (if any) of the other, but for avoidance of doubt nothing in this provisions shall inhibit the disclosing party from complying with its legal or regulatory obligations as it sees fit. In the event that one party is required to make an announcement without the knowledge of the other, it shall promptly send a copy of the announcement to the other party for information purposes.

No Waiver No waiver by either Party of any right or of a breach of any binding

7





20. 20.1.

21. 21.1.

a)

b)

provision of this Agreement shall constitute a waiver of any other right or breach of any other provision, nor shall it be deemed to be a general waiver of such provision by such Party or to sanction any subsequent breach thereof by any other Party

Notice Any notice, approval, request, authorization, direction, or other communication under this Agreement shall be given in writing, directed to the addresses of the Parties set forth above, and shall be deemed to have been delivered and given for all purposes: (a) on the delivery date if delivered personally to the Party to whom the same is directed; (b) one (1) business day after deposit with a commercial overnight carrier with written verification of receipt; or (c) five (5) business days after the mailing date whether or not actually received, if sent by registered or recorded delivery post or any other means of rapid mail delivery for which a receipt is available to the Contact at the address of the Party to whom the same is directed.

Notices shall be addressed as follows:

Attn: Chief Executive Leclanché SA Avenue des Sports, 42 Yverdon-les-Bains, CH 1400 Switzerland

Attn: Chief Executive Oak Ridge Energy Technologies Inc., 751 North Drive, Suite 9, Melbourne, FL 32934, United States

Standstill The Parties acknowledge that both companies are publicly quoted companies and may before and/or during the course of this Agreement be in receipt of nonpublic information (including any Confidential Information) (together, Non Public Information) and agree to comply with all relevant laws and regulations applicable to market trading during the term of this Agreement and for a period of 12 months thereafter, and in particular agrees not to:

directly nor indirectly engage in any transactions on any exchange, regulated market or over-the-counter in (i) any securities issued by the Leclanché or any affiliated company or (ii) any derivative products the price of which is derived in whole or in substantial part from any such securities;

divulge directly or indirectly any Non Public Information to any third party without the written consent of Leclanché and if it is

8





22. 22.1.

a) b)

c)

22.2.

22.3.

22.4.

22.5.

23. 23.1.

23.2.

authorized to make such disclosure, shall impose standstill obligations on that third party consistent with this provision.

Term and Termination Subject to Article 22.2, this Agreement shall remain in force for an Initial Period of 1 year, which may be renewed by mutual consent for such period as the Parties may agree (Term), unless it is terminated earlier in accordance with this Agreement or for any of the following reasons:

if one Party is in default with its performance under this Agreement; in case of insolvency or bankruptcy of either Party, or in case of a change of control of one of the Parties; breach of any of the provisions of this Agreement by either Party that remains unremedied for a period of 30 days;

In the event that after Phase 1, the Parties conclude that it would not be economically viable to enter the US market as envisaged, this Agreement shall terminate forthwith and the Parties shall use reasonable efforts to assess whether to proceed with an alternative agreement or not.

If the Agreement is terminated, the Parties shall endeavour to ensure that assets contributed by each Party shall, so far as possible, be transferred back to that Party.

In the event of termination of this Agreement, neither Party shall have any obligation to continue the activities set forth herein, and all obligations and rights of the Parties shall terminate, with the exception of provision of Articles 9-21, and Article 23 of this Agreement, which shall survive expiration or termination.

Notwithstanding the above, termination of the Agreement will not have any effect on the rights and obligations of the Parties in respect of the assignment secured and or any RFQ at any stage of processing.

Governing Law and Jurisdiction This Agreement shall be governed by and construed in accordance with Swiss law. The conflict of law rules and the United Nations Convention on Contracts for the International Sale of Goods do not apply.

The Parties irrevocably agree that the courts of the city of Zurich have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with this Agreement.

9





IN WITNESS WHEREOF the parties hereto have executed this Agreement as of the dates written below.

For Oak Ridge Energy Technologies Inc For Leclanché SA

______________________________ Mr Craig Nelson Deputy CEO

/s/ Eric Wilkinson Mr Eric Wilkinson Deputy CEO

10





Annex I

LECLANCHÉ PRODUCTS

11





12





- - -

Annex II LECLANCHÉ SERVICES

Leclanché's Portable Business designs customized battery systems for original equipment manufacturers and other industrial / commercial customers. It focuses on three main markets:

military medical equipment ruggerdized industrial equipment

Examples of products that have ben developed for its customers include:

13
[EX A]:
Highlight the parts (if any) of this contract related to Insurance that should be reviewed by a lawyer. Details: Is there a requirement for insurance that must be maintained by one party for the benefit of the counterparty?