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PATENT LICENSING AND ROYALTY AGREEMENT

This Patent Licensing and Royalty Agreement (hereinafter referred to as the "Agreement") is made and entered into as of [Date], by and between InnovateTech Patents Inc., a corporation organized and existing under the laws of [State], having its principal place of business at [Address] (hereinafter referred to as the "Licensor"), and TechSolutions Innovations LLC, a limited liability company organized and existing under the laws of [State], having its principal place of business at [Address] (hereinafter referred to as the "Licensee").

1. DEFINITIONS

1.1. Patents

"Patents" shall mean any and all patent applications, patents, patent assignments, reissue patents, divisions, continuations, extensions, renewals, and foreign counterparts, including utility models and design patents owned or controlled by the Licensor, as set forth in Exhibit A, attached hereto and made part hereof by reference.

1.2. Licensed Products

"Licensed Products" shall mean any and all products, processes, components, or services utilizing or based upon, in whole or in part, any invention, design, or improvement described or claimed in any of the Patents.

2. GRANT OF LICENSE

2.1. License Grant

Licensor hereby grants to Licensee an exclusive, worldwide license to make, have made, use, sell, offer for sale, and import Licensed Products in accordance with the terms and conditions of this Agreement. Said license shall be irrevocable so long as Licensee complies with all terms and conditions of this Agreement, including payment of all royalties and other sums due hereunder.

2.2. Limitation on Use

Licensee shall have the right to sublicense the rights granted under this Agreement, provided that any sublicense must be in writing and must contain provisions consistent with and protective of Licensor's rights and obligations under this Agreement. Licensee shall remain responsible for the performance and payment obligations of its sublicensees.

2.3. Reservation of Rights

Licensor reserves all rights not expressly granted to Licensee under this Agreement, including the right to use the Patents for any purpose other than the development, manufacture, marketing, and sale of Licensed Products.

3. ROYALTIES AND PAYMENTS

3.1. Royalties

Licensee shall pay to the Licensor a royalty of [Percentage] percent ([__]%) of the Net Sales of each Licensed Product sold by Licensee or its sublicensees during the term of this Agreement. "Net Sales" shall mean the gross revenue received by Licensee or its sublicensees from the sale of Licensed Products, less customary and reasonable deductions such as discounts, returns, rebates, and sales taxes.

3.2. Minimum Annual Royalty

In addition to the foregoing royalty, Licensee shall pay to Licensor a minimum annual royalty of [Amount] United States Dollars ($[Amount]), beginning on the first anniversary of the Effective Date and continuing each year thereafter for the duration of the Agreement.

3.3. Payment Terms

Royalties due to Licensor under this Agreement shall be paid on a quarterly basis, within thirty (30) days after the end of each calendar quarter in which such royalties were earned. Licensee shall provide Licensor with a written report detailing its calculation of royalties earned and payable during the reporting period, including an itemized statement of all deductions, discounts, and allowances.

3.4. Late Payments

Any undisputed payment not made when due under this Agreement shall bear interest at the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law, calculated on the number of days such payment is overdue starting from the due date.

4. INTELLECTUAL PROPERTY RIGHTS

4.1. Ownership

Licensor shall be and remain the sole and exclusive owner of all right, title, and interest in and to the Patents, including without limitation all intellectual property rights therein. Nothing in this Agreement shall be deemed to transfer any ownership interest in any of the Patents from Licensor to Licensee.

4.2. Infringement

Licensee shall promptly notify Licensor in writing of any actual or suspected infringement of any of the Patents by a third party, and the parties shall cooperate in good faith to take appropriate action to enforce the Patents and terminate such infringement.

4.3. Improvements

All inventions, patent applications, patents, improvements, enhancements, modifications, or derivative works related to the Patents and/or Licensed Products that are conceived, created, or developed by Licensee or its sublicensees during the term of this Agreement shall be deemed to be the sole and exclusive property of Licensor, and Licensee hereby assigns and agrees to assign to Licensor all right, title, and interest in and to such inventions, patent applications, patents, improvements, enhancements, modifications, and derivative works.

5. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to the conflict of laws provisions thereof.

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence on the Effective Date and, unless earlier terminated in accordance with this Section 6, shall continue in effect for the life of the last-to-expire Patent, unless otherwise extended by mutual agreement of the parties.

6.2. Termination

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any term of this Agreement and fails to cure such breach within sixty (60) days after receiving written notice thereof.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

By: _________________________ By: _________________________
Name: _________________________ Name: _________________________
Title: _________________________ Title: _________________________
InnovateTech Patents Inc. TechSolutions Innovations LLC