1. Grant of License.

Upon advance payment of identified product, Baja Customs (Licensor) grants the buyer (Licensee) the nonexclusive, nontransferable, right to manufacture and sell the identified product, during the term, and upon the conditions, set forth in this agreement.

2. Term.

This agreement shall continue indefinitely.

3.  License Only.

Licensor retains all right, title, and ownership of identified product.  The license granted to Licensee permits only the nonexclusive, nontransferable, rights set forth specifically in this agreement.  Licensor retains all other rights, including the right to license the same product to other third parties.

4. Scope.

Licensee shall be given access to the following resources relating to (hereinafter “Resources”):  instructions, detail drawings, 3d models, and parts lists.  Licensee shall not have the right to transfer, reveal, sell, or assign resources or any proprietary information provided to Licensee by Licensor Baja Customs, to any third parties.

5. Relationship of Parties.

Nothing in this Agreement shall be deemed to constitute a joint venture, partnership, employment or any other legal relationship other than that of licensor and licensee.

6. Trade Secrets Confidentiality.

Both Licensee and Licensor may share privileged and confidential information with the other party during the term of the License.  Any and all Resources provided by Licensor to Licensee shall constitute trade secrets, and such resources shall be protected as such without further identification or marking.  Any further information that is intended to remain confidential shall be clearly marked.  The recipient shall only distribute such information to those with a "need to know" and shall ensure that all employees or agents maintain the confidentiality of the information received.

7. Indemnification.

7.1 Licensee’s Indemnification.

Licensee shall indemnify, defend and hold harmless the Licensor from any and all damages, claims, lawsuits, or costs, including attorney fees, relating to, or which arise out of any allegations of defective manufacturing, design defects, breach of any distribution or sales contract with a third party, personal injury or property damage claims by end-users, or any other claim relating to the Licensee’s production and sales of the product which is the subject of this contract to end-users.

7.2 Cessation.

Upon termination of this Agreement, Licensee shall immediately cease the production and sales of the product, and return all Resources to Licensor.

7.3 Entire agreement.

This document constitutes the entire agreement between the parties, all oral agreements begin merged herein, and supersedes all prior representation.

7.4 Cumulative Remedies.

No remedy or election hereunder shall be deemed exclusive but shall whenever possible be cumulative with all other remedies at law or in equity.

8.  No Warranties.

Except as specifically set forth in this License, Licensor disclaims all warranties, express and implied, including but not limited to the implied warranties of merchantability and fitness for a particular purpose and any implied warranties arising from a course of performance or dealing, trade usage, or otherwise.  Licensor will not have any obligation, or be liable for, any error, omission, defect, deficiency, or nonconformity in the licensed product and Resources.  Licensee accepts the licensed product and Resources “as is.”  Licensor shall have no liability whatsoever for any defects in the manufacture of the product produced by Licensee.  Licensee waives any and all claims for breach of any warranty, express or implied.

9. Applicable Law.

All legal issues relating to execution, construction, performance, or enforcement of this Agreement shall be determined under the laws of the State of California, and Licensor and Licensee agree that this license agreement was executed in the state of California, County of Orange.

10. Remedies Cumulative.

Remedies provided under this Agreement shall be cumulative and in addition to other remedies provided by law or equity. However, in no event shall either party be liable to the other party for indirect, special, consequential, lost profits or loss of use damages.

11. Attorney Fees.

If legal action is brought in a court of competent jurisdiction by either party to this agreement by reason of non-payment or for an alleged breach of any condition or covenant contained herein, the prevailing party shall be entitled to an award of attorney's fees and costs in an amount to be determined by the court.

12. Entire Agreement.

This instrument contains the entire Agreement between the parties, and there are no representations, understandings or agreements, oral or written, which are not included herein or referred to herein.  This Agreement cannot be changed except by duly authorized representatives of both parties in writing.  No written or verbal undertakings given to either party previously to or simultaneously with the signing of this Agreement and not expressly made a part hereof shall be admitted in any proceeding to vary or correct the terms of this Agreement.

13. Modification of Agreement. 

This Agreement cannot be changed except in writing signed by all parties hereto.

NO LIABILITY FOR DAMAGES.  TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY OR ITS SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES FOR PERSONAL INJURY, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR ANY OTHER PECUNIARY LOSS) ARISING OUT OF THE USE OF OR INABILITY TO USE THIS PRODUCT, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN ANY CASE, THE COMPANY’S AND ITS SUPPLIERS’ ENTIRE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU FOR THE PRODUCT.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.