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Intellectual Property License Agreement

This Intellectual Property License Agreement ("Agreement") is entered into as of [Effective Date] (the "Effective Date") by and between NanoGlow Technologies Inc., a [State of Incorporation] corporation having its principal place of business at [Address] ("Licensor") and TechInnovate Labs LLC, a [State of Incorporation] limited liability company having its principal place of business at [Address] ("Licensee").

1. Grant of License

1.1. License Grant

Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a non-exclusive, non-transferable, limited license to use, modify, and sublicense the NanoGlowTM Photoluminescent Technology ("Licensed Technology") solely in connection with Licensee's products and services in the United States (the "License"). The Licensed Technology shall not be sublicensed, sold, leased, or otherwise transferred to any third party without the prior written consent of Licensor.

2. Licensing Fees and Payment

2.1. Licensing Fees

Licensee shall pay to Licensor a one-time, non-refundable licensing fee of $[Amount] (the "Licensing Fee"), payable within [Number of Days] days of the Effective Date. The Licensing Fee is inclusive of all sublicensing rights granted herein.

2.2. Royalties

In addition to the Licensing Fee, Licensee shall pay Licensor a royalty of [Percentage]% of the gross revenue generated by Licensee from the sale or sublicense of products and services incorporating the Licensed Technology ("Royalties"), payable quarterly within [Number of Days] days following the end of each calendar quarter. Licensee shall provide Licensor with a written report detailing the calculation of Royalties for each quarter, including any sublicensing revenue.

3. Term and Termination

3.1. Term

This Agreement shall commence on the Effective Date and shall continue for a period of [Number of Years] years, unless terminated earlier in accordance with Section 3.2 (the "Term"). At the end of the Term, this Agreement shall automatically renew for successive [Number of Years]-year periods unless either party provides at least [Number of Days]' written notice of non-renewal before the end of the then-current term.

3.2. Termination for Breach

Either party may terminate this Agreement upon written notice if the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days following written notice of such breach.

4. Usage Restrictions

4.1. Restrictions on Use

Licensee shall not (i) use the Licensed Technology for any purpose other than those expressly permitted under this Agreement; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Licensed Technology; (iii) allow third parties to access or use the Licensed Technology, except as expressly permitted under this Agreement; or (iv) violate any applicable laws, rules, or regulations in connection with Licensee's use of the Licensed Technology.

5. Sublicensing

5.1. Sublicensing Rights

Subject to Licensor's prior written consent and the terms of this Agreement, Licensee may sublicense the Licensed Technology to third parties ("Sublicensees") for the purpose of incorporating the Licensed Technology into Sublicensees' products and services. Licensee shall ensure that Sublicensees agree in writing to be bound by the terms of this Agreement and that any sublicenses granted are consistent with and subject to the terms and conditions of this Agreement.

5.2. Sublicensing Responsibilities

Licensee shall be responsible for the actions and omissions of its Sublicensees and shall indemnify, defend, and hold Licensor harmless from and against any claims, damages, or liabilities resulting from any breach of this Agreement by any Sublicensee. Licensee shall provide Licensor with prompt written notice of any Sublicensee breach of which Licensee becomes aware.

6. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of [State], without regard to its principles of conflicts of law. Any disputes arising out of or related to this Agreement shall be resolved by binding arbitration in the State of [State] under the rules of the American Arbitration Association.

7. Miscellaneous

7.1. Entire Agreement

This Agreement constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior agreements, understandings, and discussions, whether oral or written, of the parties.

7.2. Amendments and Waivers

No amendment, waiver, or modification of any provision of this Agreement shall be effective unless in writing and signed by both parties. No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default.

7.3. Assignment

Neither party may assign this Agreement or any of its rights or obligations hereunder, in whole or in part, without the other party's prior written consent. Notwithstanding the foregoing, either party may assign this Agreement and its rights and obligations as a whole to a successor-in-interest in connection with a merger, reorganization, or sale of all or substantially all assets related to the subject matter of this Agreement, provided that such successor-in-interest is not a direct competitor of the other party and assumes all obligations and liabilities under this Agreement.

7.4. Severability

If any provision of this Agreement is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, such provision shall be severed, and the remaining provisions of this Agreement shall continue in full force and effect.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

NanoGlow Technologies Inc. TechInnovate Labs LLC
By:__________________________________ By:________________________________
Name:_______________________________ Name:_____________________________
Title: ______________________________ Title: ____________________________
Date: _______________________________ Date: _____________________________