LICENSE AGREEMENT

THIS LICENSE AGREEMENT (“this Agreement”), effective as of [DATE], is made and

entered into by and between TERRABLOCK, INC., a company of address [ADDRESS] (“the
Licensor”), and MCADLIE, INC. of address [ADDRESS] (“the Licensee”).

WHEREAS Licensee wishes to obtain a license to use of codes of the Licensor (hereinafter, the
“codes”), and
WHEREAS Licensor is willing to grant to the Licensee a non-exclusive, non-transferable
License to use the code for the term and specific purpose set forth in this Agreement,
WHEREAS Licensor and Licensee wish to be bound under the conditions set forth in this
Agreement.
WHEREAS both Parties agree that this contract is intended to be clear, simple, amendable and to
help maintain profitable and good business between artists and manufacturers for long term
relationships.
NOW, THEREFORE, in consideration of the mutual promises set forth herein, Licensee and
Licensor hereby agree as follows:

1. TERM

This Agreement will last for [Enter Duration].

2. USE OF THE CODES

Licensee shall use the Licensor’s codes (hereinafter “the codes”) strictly under the
provisions of this Agreement.

3. NON- EXCLUSIVE & NON-TRANSFERRABLE RIGHTS

Licensor hereby grants Licensee non-exclusive and non-transferrable rights to use the
codes. Accordingly, nothing precludes the Licensor to license the same right in and to the
codes, to other individuals.

4. CHARGES

i. In consideration of the Licensor providing the License under clause 3 of this License
Agreement, the Licensee agrees to pay Licensor [Enter amount] (hereinafter
“License fee”).

ii. The License fee and any other amounts payable by the Licensee to the Licensor,
under this Agreement, are exclusive of any and all foreign and domestic taxes,
which if found to be applicable, will be invoiced to Licensee and paid by Licensee
within 30 days of such invoice.

5. LICENSEE’S OBLIGATIONS

i. The Licensee cannot use the code, for purposes other than as specified in this
Agreement.

ii. The Licensee may permit its employees to use pursuant to this agreement, provided
that the Licensee takes all necessary steps and imposes the necessary conditions to
 ensure that all employees using the code do not commercialise or disclose the
contents of it to any third person, or use it other than in accordance with the terms of
this Agreement.

iii. The Licensee will not distribute, sell, License or sub-License, let, trade or expose for
sale the codes to a third party.

iv. No copies of the codes are to be made other than as expressly approved by Licensor.

v. No changes to the codes or its content may be made by Licensee.

vi. The Licensee will provide technological and security measures to ensure that the
codes, which the Licensee is responsible for is physically and electronically secure
from unauthorised use or access.

vii. Licensee shall ensure that the codes retains all Licensor copyright notices and other
proprietary legends and all trademarks or service marks of Licensor.

6. COFIDENTIALITY STATEMENT

i. The parties shall hold the terms of this Agreement and all information with strict
confidence and shall not disclose this information to third parties.

ii. The Licensee shall maintain strict confidentiality, and shall not disclose any
information regarding the codes to anyone outside this contract.

iii. This clause will survive the termination of this agreement.

7. PROPRIETARY RIGHTS

Licensee acknowledges and agrees that the copyright, patent, trade secret, and all other
intellectual property rights of whatever nature in the products, documentation, and
Specifications regarding the codes are and shall remain the property of Licensor, and
nothing in this Agreement should be construed as transferring any aspects of such rights
to Licensee or any third party.

8. DISCLAIMERS AND RELEASE

i. To the extent permitted by law, Licensor will in no way be liable to the Licensee or
any third party for any loss or damage, however caused (including through
negligence) which may be directly or indirectly suffered in connection with any use
of the codes.

ii. The codes are provided by Licensor on an “as is" basis.

iii. Licensor will not be held liable by the Licensee in any way, for any loss, damage or
injury suffered by the Licensee or by any other person related to any use of the
codes or any part thereof.

iv. Notwithstanding anything contained in this Agreement, in no event shall Licensor

be liable for any claims, damages or loss which may arise from the modification,
combination, operation or use of the codes with Licensee’s computer programs.

v. The Licensee acknowledges that the codes have not been prepared to meet any
specific requirements of any party, including any requirements of Licensee; and that
 it is therefore the responsibility of the Licensee to ensure that the codes meets its
own individual requirements.

vi. To the extent permitted by law, no express or implied warranty, term, condition or
undertaking is given or assumed by Licensor, including any implied warranty of
merchantability or fitness for a particular purpose.

9. INDEMNITY

i. Indemnification

Licensor shall indemnify, defend, and hold harmless Licensee against ALL claims,
liabilities, costs, and expenses (including reasonable attorney’s fees) incurred from
any claim that the code(s) infringes any registered copyright or patent.

ii. Infringement

The Licensee shall compensate and hold the Licensor harmless against ALL actions,
claims, costs (including reasonable legal fees and settlement and other payments),
proceedings, direct and indirect damages, expenses, or fines arising from a violation
of this agreement or its obligations in this Agreement.

10. LIMITATION OF LIABILITY

i. The Licensee acknowledges and agrees that neither Licensor nor its board
members, officers, employees or agents, will be liable for any loss or damage
arising out of or resulting from Licensor's provision of the codes under this
Agreement, or any use of the codes by the Licensee or its employees; and
Licensee hereby releases Licensor to the fullest extent from any such liability,
loss, damage or claim.

ii. Force Majeure

Neither party shall be under any liability for any loss or for any failure to perform
any obligation hereunder due to causes beyond its control including without
limitation industrial disputes of whatever nature, power loss, telecommunications
failure, acts of God, or any other cause beyond its reasonable control.

11. TERMINATION

i. Breach

Both Parties to this Agreement may terminate this Agreement if there is a

material breach of the Agreement that cannot be corrected within a reasonable
time. Termination shall not relieve Licensee's obligation to pay any and all
amounts which are due and payable or which Licensee has agreed to pay.

ii. Cessation of Use

Upon termination of this Agreement, Licensee shall cease using any and all
granted Licensor’s rights and promptly return all Confidential Information in its
possession or control. Licensee shall delete all copies of such materials residing
in- on- or off- line computer memory and destroy all copies of such materials
which also incorporate Licensee's Confidential Information. Licensee shall,
following the effective date of the termination, certify in writing by an officer or
director of the party that it has duly complied with this Section.

12. HEADINGS
 The headings used in this Agreement are for convenience only and are not intended to be
used as an aid to interpretation.

13. VALIDITY

If any part of this Agreement is held to be illegal or unenforceable, the validity or

enforceability of the remainder of this Agreement shall not be affected.

1. BINDING AGREEMENT

This Agreement is strictly between Licensor and Licensee. If either party ceases to have
their company, this contract is terminated.

2. NO WAIVER

Failure by either party to exercise any right or remedy under this Agreement does not
signify acceptance of the event giving rise to such right or remedy.

3. GOVERNING LAW

This Agreement shall be deemed to have been executed in [Enter state] and will be
governed by and construed in accordance with the laws of [Enter state]. The parties
hereby consent to the jurisdiction of the courts of [Enter state] for the purpose of any
action or proceeding brought by either of them in connection with this Agreement.

4. ATTORNEYS' FEES

Licensee shall be responsible for Licensor's reasonable attorneys' fees associated with the
enforcement of the terms of this Agreement or the collection of any amounts due under
this Agreement.

5. ENTIRE AGREEMENT

This Agreement and its and Schedules comprise the entire agreement between the parties
regarding the subject matter hereof and supersedes and merges all prior proposals,
understandings, and all other agreements, oral, and written between the parties relating to
the Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement on the dates set forth
first above, with full knowledge of its content and significance and intending to be legally
bound by the terms hereof.

LICENSOR’S SIGNATURE

NAME: ____________________________

TITLE: ____________________________

Date: _______________________________
 LICENSEE’S SIGNATURE

NAME: _____________________________

TITLE: _____________________________

Date: _______________________________