License Agreement

THIS IS A PREVIEW. EMAIL US DIRECTLY FOR THE ACTUAL DOCUMENT FILE.

WE WILL SEND FOR SIGNATURES VIA DOCUSIGN UPON RECEIPT OF PAYMENT.

This License Agreement, dated as of date set forth on the signature page attached hereto,

is by and between Nomad Development, Inc., a North Carolina Corporation and the undersigned party.

NOW, THEREFORE, in consideration of the mutual promises herein contained, the receipt and

sufficiency of which is hereby acknowledged by the parties, Nomad and Licensee hereby agree as

follows:

1. License Grant.

1.1 Subject to Licensee’s continued compliance with the terms and conditions set forth under

this Agreement, Nomad hereby grants to Licensee a revocable, non-exclusive, non-transferable, non-

sublicensable license to access and use the plans attached hereto as Exhibit I and incorporated herein (the

‘Plans”) in accordance with the terms and conditions set forth under this Agreement.

1.2 The Plans are licensed, not sold. Licensee’s license confers no title or ownership in the

Plans and should not be construed as a sale of any rights in the Plans. Any rights not expressly granted in

this Agreement are reserved by Nomad. Licensee shall not copy or modify the Plans or any part thereof

without the express written consent of Nomad. Further, Licensee shall not distribute, rent, lease,

sublicense or transfer the Plans to any third party or otherwise allow direct or indirect use of the Plans by

any third party except as expressly permitted herein. Upon termination of this Agreement, the rights and

licenses granted under this Agreement will automatically terminate, and Licensee shall cease to use the

Plans for any reason.

2. Use of the Plans

2.1 Modifications. Nomad acknowledges that every municipality, county and state may have

variances in their respective building and code requirements. As such, Nomad authorizes the use of the

Plans and any modifications as may be deemed necessary by Licensed Professionals (defined below)

(“Modifications”) conditioned upon Licensee’s affirmative obligation and agreement to strictly comply

with all local building codes, ordinances, regulations, requirements and recommendations, including

(without limitation) permits and inspections (collectively, “Permits and Codes”), at the time of, during

and following any construction activities. Nomad has no control over any Modifications, including

(without limitation) whether any Modifications may negatively affect the use of the Plans. As such,

Licensee expressly acknowledges and agrees that Licensee shall be solely responsible for the veracity of

any Modifications to the Plans and will assume all risk associated with any such Modifications (both

known and unknown). It is Licensee’s sole responsibility to ensure that any construction activities

utilizing the Plans are done so in a safe, responsible and secure manner.

2.2 Plans are not Architectural Designs. Licensee acknowledges and agrees that the Plans do

not carry a stamp from a licensed architect. As such, Licensee shall be solely and exclusively responsible

to ensure that an architect, engineer or other Licensed Professional review and stamp the Plans for their

intended use, whether required under any relevant Permits and Codes or not.

3. Ownership and Restrictions.

3.1 Acknowledgement of Ownership. Licensee acknowledges that (a) Nomad is the owner of

the Plans and all goodwill related thereto, and (b) all use of the Plans under this Agreement and any

goodwill accruing from such use will inure solely to Nomad's benefit. If Licensee acquires any rights in

the Plans, by operation of law or otherwise, Licensee hereby irrevocably assigns such rights to Nomad

without further action by any of the parties. Licensee shall not dispute or challenge, or assist any Person

in disputing or challenging, Nomad's rights in and to the Plans or the Plans' validity.

3.2 Licensee Restrictions. Licensee agrees that it shall not directly or indirectly:

(a) take, omit to take, or permit any action which will or may tarnish or bring into

disrepute the reputation of or goodwill associated with the Plans or Nomad, or which will or may

invalidate or jeopardize any intellectual property rights in the Plans;

(b) apply for, or obtain, or assist any Person in applying for or obtaining any

registration of the Plans, or any trademark, service mark, trade name, or other indicia confusingly

similar to the Plans in any country;

and/or preparation of derivative works thereof, for any reason without prior written permission of

Nomad.

3.3 No Encumbrances. Licensee shall not grant or attempt to grant a security interest in, or

otherwise encumber, the Plans or record any such security interest or encumbrance against any

application or registration regarding the mark in the United States Patent and Trademark Office or

elsewhere.

3.4 Compliance with Laws. In performing any activities in connection with the use of the

Plans, Licensee shall comply with, and shall ensure that each Licensed Professional or other third party

who may otherwise have access to the Plans, complies with all applicable Laws. Licensee shall promptly

provide Nomad with copies of all communications with any governmental, regulatory, or industry

authority relating to the Plans or the Licensed Products.

4. Enforcement.

4.1 Notification. Licensee shall immediately notify Nomad in writing with reasonable detail

of any: (a) actual, suspected, or threatened infringement of the Plans, claim that the Plans are invalid, or

opposition to the Plans; (b) actual, suspected, or threatened claim that use of the Plans infringes the rights

of any third party; (c) person applying for, or granted, a registered trademark by reason of which that

person may be, or has been, granted rights which conflict with any of the rights granted to Licensee under

this Agreement; or (d) other actual, suspected or threatened claim to which the Plans may be subject.

4.2 Actions. With respect to any of the matters listed in Section 4.1 above: (a) Nomad has

exclusive control over, and conduct of, all claims and proceedings; (b) Licensee shall provide Nomad

with all assistance that Nomad may reasonably require in the conduct of any claims or proceedings; and

action for its own account.

5. Payments.

5.1 Fees. On the Effective Date, Licensee shall pay to Nomad the fees set forth under Exhibit

I, and such fees will not be refundable or available for credit against any other sums payable by Licensee

under this Agreement.

5.2 Taxes. Any sums payable under this Agreement are exclusive of taxes and must be paid

free and clear of all deductions and withholdings whatsoever, unless the deduction or withholding is

required by law. If any deduction or withholding is required by Law, Licensee shall (a) pay to Nomad

such sum as will, after the deduction or withholding has been made, leave Nomad with the same amount

as it would have been entitled to receive in the absence of any such requirement to make a deduction or

withholding, and (b) within five (5) business days of making the deduction or withholding, provide a

statement in writing showing the gross amount of the payment, the amount of the sum deducted and the

actual amount paid.

6. Representations and Warranties.

6.1 Mutual Representations and Warranties. Each party represents and warrants to the other

party that:

(a) it is duly organized, validly existing, and in good standing as a, individual,

corporation or other entity as represented herein under the Laws of his or her domicile or its

jurisdiction of incorporation or organization;

(b) it has the full right, power and authority to enter into this Agreement and to

perform its obligations hereunder;

at the end hereof has been duly authorized by all necessary action of the party; and

(d) when executed and delivered by such party, this Agreement will constitute the

legal, valid, and binding obligation of such party, enforceable against such party in accordance

with its terms.

6.2 Disclaimer of Representations and Warranties.

(a) THE PLANS ARE NOT GUARANTEED TO COMPLY WITH (I) THE

INTERNATIONAL RESIDENTIAL CODE (IRC) NOR (II) THE LOCAL CODES IN THE

AREA WHERE LICENSEE IS DOMICILED OR WHERE THE PLANS ARE USED.

(b) THE PLANS ARE PROVIDED “AS IS”, “AS AVAILABLE”, AND

WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR

STATUTORY, INCLUDING, WIHTOUT LIMITATIONS, WARRANTIES OF TITLE, NON-

INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE,

WHETHER EXPRESS OR IMPLIED BY LAW, COURSE OF DEALING, COURSE OF

PERFORMANCE, USAGE OF TRADE OR OTHERWISE. WITHOUT LIMITING THE

GENERALITY OF THE FOREGOING, NEITHER NOMAD, ITS LICENSORS NOR THEIR

AFFILIATES, SUPPLIERS AND AGENTS WARRANT AND EXPRESSLY DISCLAIM

THAT LICENSEE’S USE OF THE PLANS WILL BE ERROR-FREE OR WILL NOT

OTHERWISE REQUIRE MODIFICATIONS FOR LICENSEE’S USE OF THE PLANS.

LICENSEE’S USE OF THE PLANS ARE ENTIRELY AT LICENSEE’S OWN RISK. NOMAD

MAKES NO REPRESENTATIONS OR WARRANTIES ABOUT THE PLANS SOLD OR

ADVERTISED HEREIN OR ABOUT THE SATISFACTION OF ANY GOVERNMENT

PERMITS, REGULATIONS OR LAWS REGARDING LICENSEE’S USE OF THE PLANS.

ENGINEER, GENERAL CONTRACTOR, BUILDER OR OTHER LICENSED

PROFESSIONAL (COLLECTIVELY, “LICENSED PROFESSIONALS”) AND MAKES NO

REPRESENTATIONS OR WARRANTIES RELATING TO THE FOREGOING. IT IS

LICENSEE’S SOLE AND EXCLUSIVE RESPONSIBILITY TO SEEK THE INDEPENDENT

ADVICE FROM LICENSED PROFESSIONALS REGARD THE USE OF THE PLANS. AS

SUCH, LICENSEE ACKNOWLEDGES AND AGREES THAT IT IS THE SOLE AND

EXCLUSIVE DUTY OF LICENSEE, AND NOT NOMAD (OR ANY OF NOMAD’S

REPRESENTATIVES), TO (X) ENSURE THAT THE USE OF THE PLANS ARE

FACILITATED BY, AND UNDER THE DIRECTION AND SUPPORT OF, LICENSED

PROFESIONALS, AS WELL AS (Y) TO ENSURE THAT THE USE OF THE PLANS

(INCLUDING ANY MODIFICATIONS MADE THERETO) COMPLY WITH LOCAL, STATE

AND FEDERAL PERMITS, REGULATIONS AND LAWS.

7. Indemnification and Limitation of Liability.

7.1 Indemnification. Licensee shall indemnify, defend, and hold harmless Nomad and its

officers, directors, employees, agents, successors, and assigns (each, an "Indemnified Party"), from and

against all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest,

awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the

cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers

arising out of or in connection with any claim, suit, action, or proceeding (each, a " Claim") relating to

any actual or alleged: (a) breach by Licensee of any representation, warranty, covenant, or obligation

under this Agreement; or (b) Licensee's use of the Plans (including without limitation, any Modifications

thereto).

8. LIMITATION OF LIABILITY; LIABILITY CAP. NOMAD AND ITS OFFICERS,

DIRECTORS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, AND EMPLOYEES WILL

NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS

AGREEMENT OR ANY OF ITS TERMS AND CONDITIONS UNDER ANY CONTRACT,

NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY: (A) FOR ANY INDIRECT,

EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES; (B) FOR ANY

MATTER BEYOND NOMAD’S REASONABLE CONTROL; OR (C) FOR ANY AMOUNTS THAT,

TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES

PAID BY LICENSEE TO NOMAD FOR THE PLANS, IN EACH CASE, WHETHER OR NOT

COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTHING IN

THIS AGREEMENT SHALL OPERATE TO EXCLUDE OR LIMIT ANY LIABILITY WHICH

CANNOT BE LIMITED UNDER APPLICABLE LAW.

9. Term and Termination.

9.1 Term. This Agreement will be deemed to have commenced as of the Effective Date and,

unless terminated earlier in accordance with this Section 9, continue for a period of ten (10) years (the

"Term").

9.2 Termination for Cause. Nomad may terminate this Agreement immediately on written

notice to Licensee if Licensee (i) breaches this Agreement, (ii) becomes (A) insolvent or admits

Licensee’s inability to pay its debts generally as they become due or (B) becomes subject, voluntarily or

involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law, or (iii)

challenges the validity of or Nomad’s ownership of the Plans.

10. Post-Termination Rights and Obligations.

10.1 Effect of Termination. On the expiration or termination of this Agreement for any reason

and subject to any express provisions set out elsewhere in this Agreement:

(a) all rights and licenses granted pursuant to this Agreement cease;

(b) Licensee shall cease all use of the Plans; and

Licensee's expense, all records and copies of technical and promotional material in its possession

relating to the Plans, and all copies thereof.

10.2 Surviving Rights. Any right, obligation, or required performance of the parties in this

Agreement, which, by its express terms or nature and context is intended to survive termination or

expiration of this Agreement, will survive any such termination or expiration.

11. Assignment. Licensee shall not assign or otherwise transfer any of its rights, or delegate or

otherwise transfer any of its obligations or performance, under this Agreement, in each case whether

voluntarily, involuntarily, by operation of law, or otherwise, without Nomad's prior written consent. No

delegation or other transfer will relieve Licensee of any of its obligations or performance under this

Agreement. Any purported assignment, delegation, or transfer in violation of this Section 11 is void.

Nomad may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all

or any of its obligations or performance, under this Agreement without Licensee's consent.

12. Miscellaneous.

12.1 Further Assurances. Licensee shall, upon the reasonable request of Nomad, execute such

documents and perform such acts as may be necessary to give full effect to the terms of this Agreement.

12.2 Independent Contractors. The relationship between the parties is that of independent

contractors. Nothing contained in this Agreement will be construed as creating any agency, partnership,

joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties,

and neither party has authority to contract for or bind the other party in any manner whatsoever.

12.3 Notices. All notices, requests, consents, claims, demands, waivers, and other

communications hereunder (other than routine communications having no legal effect) must be in writing

and will be deemed to have been given (a) when delivered by hand (with written confirmation of receipt);

(b) when received by the addressee if sent by a nationally recognized overnight courier (receipt

requested); (c) on the date sent by email if sent during normal business hours of the recipient, and on the

next business day if sent after normal business hours of the recipient; or (d) on the third day after the date

mailed, by certified or registered mail, return receipt requested, postage prepaid.

12.4 Interpretation. For purposes of this Agreement, (a) the words "include," "includes," and

"including" will be deemed to be followed by the words "without limitation"; (b) the word "or" is not

exclusive; and (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this

Agreement as a whole. Unless the context otherwise requires, references herein: (x) to Sections,

Schedules, and Exhibits refer to the Sections of, and Schedules and Exhibits attached to, this Agreement;

(y) to an agreement, instrument, or other document means such agreement, instrument, or other document

as amended, supplemented, and modified from time to time to the extent permitted by the provisions

thereof; and (z) to a statute means such statute as amended from time to time and includes any successor

legislation thereto and any regulations promulgated thereunder. This Agreement will be construed without

regard to any presumption or rule requiring construction or interpretation against the party drafting an

instrument or causing any instrument to be drafted. Any Schedules and Exhibits referred to herein will be

construed with, and as an integral part of, this Agreement to the same extent as if they were set forth

verbatim herein.

12.5 Headings. The headings in this Agreement are for reference only and do not affect the

interpretation of this Agreement.

12.6 Entire Agreement. This Agreement, together with all Schedules and Exhibits hereto and

any other documents incorporated herein by reference, constitutes the sole and entire agreement of the

parties to this Agreement with respect to the subject matter contained herein, and supersedes all prior and

contemporaneous understandings and agreements, both written and oral, with respect to such subject

matter.

12.7 No Third-Party Beneficiaries. Except as expressly set for in Section 7 with respect to

Indemnified Parties, this Agreement is for the sole benefit of the parties hereto and their respective

successors and assigns and nothing herein, express or implied, is intended to or will confer upon any other

Person any legal or equitable right, benefit, or remedy of any nature whatsoever, under or by reason of

this Agreement.

12.8 Binding Agreement. This Agreement is binding upon and inures to the benefit of the

parties hereto and their respective permitted successors and assigns.

12.9 Amendment and Modification; Waiver. This Agreement may only be amended, modified,

or supplemented by an agreement in writing signed by each party hereto. No waiver by either party of any

of the provisions hereof will be effective unless explicitly set forth in writing and signed by the waiving

party. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any

rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver

thereof; nor will any single or partial exercise of any right, remedy, power, or privilege hereunder

preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or

privilege.

12.10 Severability. If any term or provision of this Agreement is invalid, illegal, or

unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other

term or provision of this Agreement or invalidate or render unenforceable such term or provision in any

other jurisdiction. Upon a determination that any term or other provision is invalid, illegal, or

unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the

original intent of the parties as closely as possible in a mutually acceptable manner in order that the

transactions contemplated hereby be consummated as originally contemplated to the fullest extent

permitted under applicable Law.

12.11 Governing Law; Submission to Jurisdiction. This Agreement is governed by and

construed in accordance with the internal Laws of the State of North Carolina without giving effect to any

choice or conflict of law provision or rule (whether of the State of North Carolina or any other

jurisdiction) that would cause the application of Laws of any other. Any legal suit, action, or proceeding

arising out of or related to this Agreement will be instituted in the federal courts of the United States or

the courts of the State of North Carolina in each case located in the city of Raleigh and County of Wake,

and each party irrevocably submits to the exclusive jurisdiction of such courts in any such suit, action, or

proceeding. Service of process, summons, notice, or other document by mail to such party's address set

forth herein will be effective service of process for any suit, action, or other proceeding brought in any

such court.

12.12 Waiver of Jury Trial. Each party irrevocably and unconditionally waives any right it may

have to a trial by jury in respect of any claim, suit, action, or proceeding arising out of or relating to this

Agreement or the transactions contemplated hereby.

12.13 Equitable Relief. Licensee acknowledges that a breach by Licensee of this Agreement

may cause Nomad irreparable harm, for which an award of damages would not be adequate compensation

and agrees that, in the event of such a breach or threatened breach, Nomad will be entitled to equitable

relief, including in the form of a restraining order, orders for preliminary or permanent injunction, specific

performance, and any other relief that may be available from any court, and Licensee hereby waives any

requirement for the securing or posting of any bond or the showing of actual monetary damages in

connection with such relief. These remedies will not be deemed to be exclusive but are be in addition to

all other remedies available under this Agreement at Law or in equity, subject to any express exclusions

or limitations in this Agreement to the contrary.

12.14 Attorneys' Fees. In the event that any claim, suit, action, or proceeding is instituted or

commenced by either party hereto against the other party arising out of or related to this Agreement, the

prevailing party will be entitled to recover its actual attorneys' fees and court costs from the non-

prevailing party.

12.15 Counterparts. This Agreement may be executed in counterparts, each of which will be

deemed an original, but all of which together will be deemed to be one and the same agreement. A signed

copy of this Agreement delivered by facsimile, e-mail, or other means of electronic transmission (to

which a signed PDF copy is attached) will be deemed to have the same legal effect as delivery of an

original signed copy of this Agreement.

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed as of the

Effective Date by their respective officers thereunto duly authorized.

NOMAD DEVELOPMENT, INC.

By_____________________

Name:

Title:

LICENSEE:

By_____________________

Name:

Title:

Exhibit I

Plans

FEE: $_______________

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