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PRODUCT SALES AGREEMENT

This Product Sales Agreement (this “Agreement”) is made as of the ___ day of _____, 201__, by

and between Georgia Tech Applied Research Corporation, a Georgia non-profit corporation (“Seller”),

with an address of 505 Tenth Street, Atlanta, GA 30332, and ________________________ (the

WHEREAS, Customer desires to purchase the Product from Seller pursuant to the terms and

conditions of this Agreement;

NOW, THEREFORE, for and in consideration of the mutual promisesand covenants hereinafter

set forth and other good and valuable consideration, the receipt and sufficiency of which is hereby duly

acknowledged, Seller and Customer covenant and agree as follows:

A. Description of the Product. Seller shall sell toCustomer, and Customer shallpurchase from

Seller, the Product whichis a pair of gloves designed to simulate the effects and/or certain

person or entity to agree in writing to abide by the Product SalesAgreement and Terms and

Conditions of Sale in Exhibit A.

C. Price. Customers shall paySeller $____________________ for the Product.

D. Delivery. The Product shallbe shipped to Customer by Seller after payment for the Product and

shipping is made in full (the “Shipment Date”).

E. Terms and Conditions. The Terms and Conditions of Sale attached hereto as Exhibit “A” are

incorporated into this Agreement by reference as if fully set forth herein.

By:______________________________By:________________________________

Name:____________________________Name:______________________________

Title:_____________________________ Title:_______________________________

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EXHIBIT A

TERMS AND CONDITIONS OF SALE

provisions submitted by Customer which add to, conflict with, or otherwise modify these Terms

or the Agreement are expressly rejected.

2.

Price. The price for the Product shall be as set forth in the Agreement (the “Price”). Unless

otherwise stated, the Price is for delivery by the appropriate shipper or courier service and

exclusive of all taxes, customs, duties and insurance. Any and all current or future taxes, fees, or

governmental charges applicable to the sale, delivery or shipment of the Product that Seller is

required to pay or collect shall be shall be payable by Customer either directly or if paid by

Seller, paid by Customer within ten (10) days of the dateof invoice from Seller of such additional

costs andnot subjectto any offset or reduction for any reason.

other like taxes and tariffs, and (b) all fees and expenses incurred by Seller in connection with the

delivery of Product. Any amounts not paid by credit card shall be due as invoiced and shall not

be subject to offset or reduction for any reason. Product will not be shipped untilpayment for the

Product and shipping is made in full. All amounts referenced in this Agreement are denominated

and shall bepaid in United States Dollars.

5.

Title. Notwithstanding delivery of the Product or any other provision of these Terms, title to the

Product shall not pass to Customer until Seller has received payment in full for the invoiced

amount for the Product and payment of all other monies then due or owing to Seller. Until such

timeas title in the Product passes to Customer, Customer shall hold the Product as Seller’s

EXPRESS, IMPLIED, ORAL, WRITTEN OR OTHERWISE, INCLUDING, WITHOUT

LIMITATION, WARRANTIES AS TO NON-INFRINGEMENT, TITLE, PATENT,

MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR WARRANTIES

ARISING BY CUSTOM, TRADE USAGE, PROMISE, EXAMPLE OR DESCRIPTION; ALL

OF WHICH WARRANTIES ARE EXPRESSLY DISCLAIMED BY SELLER AND WAIVED

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7.

Consequential Damages; Limitation of Liability. Notwithstanding anything to the contrary

contained in this Agreement, Seller and Customer waive all claims against each other (and

against each other’s parent company, affiliates, contractors, subcontractors, consultants, agents

and vendors) for any consequential, incidental, indirect, special, exemplary or punitive damages

(includingbut not limited to, loss of actual or anticipated profits, revenues or product; or lossof

ACTION.

8.

Indemnification. Customer covenants and agrees to indemnify, defend and hold harmless Seller

and its affiliates, subcontractors, vendors, officers, directors, employees, agents, consultants and

representatives (collectively, the “Indemnitees”) from and against any and all claims, demands,

suits, liabilities, injuries (personal or bodily), causes of action, proceedings, losses, expenses,

damages or penalties, including without limitation court costs and reasonableattorneys’ fees

(collectively, “Claims”), arising or resulting from its use of the Product.

If Seller or any other Indemnitee seeks indemnificationfrom Customer pursuant to this Section 8,

have the right to control the defense and disposition; provided, however, that, if Customer

assumes control of such defense and the Indemnitees reasonably conclude, based on advice from

their counsel, that Customer and the Indemnitees have conflicting interests with respect to such

Claim, Customer shall be responsible for the reasonablefees and expenses of counsel to the

Indemnitees solely in connection therewith, except that in no event shall Customer be responsible

for the fees and expenses of more than one counsel for all Indemnitees. Customer shall not agree

to any settlement of such action, suit, proceeding or claim that does not includea complete and

unconditional release of the Indemnitees from all liability with respect thereto or that imposes any

liabilityor obligation on the Indemnitees, without the prior writtenconsent of theIndemnitees

bankrupt, or any general assignmentby Customer for the benefit of its creditors, or the

application for, or consent to, the appointment of any receiver, trustee, custodian, or similar

officer by Customer; or (c) failure (or admission in writing of inability or unwillingness) by

Customer to pay amounts due and payable to Seller hereunder. In the event of a Default, Seller

mayavail itself of any and all rightsor remedies availableat law or in equity.

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11.

Governing Law. This Agreement shall be governed by and construed in accordance with the

internal laws of the State of Georgia, without regard to conflicts of law principles or the United

Nations Convention on Contracts for the International Sale of Goods. Each of the parties

irrevocably agrees and consents (a) to the exercise of personal jurisdiction over it by the Stateor

12.

Assignment. NeitherSeller nor Customer may assign, convey or transfer the Agreement, or any

part thereof, without the prior written consent of the other party, which consent shall not be

unreasonably withheld or delayed, except that Seller may assign this Agreement without the prior

written consent of Customer to a person or entity controlling, controlled by or affiliated with

Seller. The Agreement shall be binding upon and inure to the benefit of the successors and

permittedassigns of the parties hereto.

13.

Notices. All notices required hereunder shall be in writing and shall be deemed properly served if

delivered in person or by reputable overnight courier service, or if sent by registered or certified

mail, with postageprepaid andreturn receipt requested, to the addresses in the Agreement or to

be interpreted in a manner to be effective andvalid, but if any provision or term of the Agreement

or these Terms are held to be prohibited, invalid or unenforceable, then such provision or term

will be ineffective only to the extent of such prohibition or unenforceability without invalidating

or affecting in any manner whatsoever the remainder of such provision or term or remaining

provisions hereof. To the extent permitted by law, the parties hereto waive anyprovision of law

that renders any such provision prohibited or unenforceable in any respect. If any of the

covenants set forth in the Agreement or these Terms are held to be unreasonable, arbitrary, or

against public policy, such covenants will be considereddivisiblewith respect toscope, time, and

geographic area, and in such lesser scope, time and geographic area, will be effective, binding

and enforceable against the parties hereto.

counterpart shall be effective until each party has executed at least one counterpart.

16. No Waiver. No course of dealing or failureof Seller or Customer to strictlyenforce any term,

right or conditions of this Agreement shall be construed as a waiver of such term, right or

condition. No express waiver of any term, right or conditionof this Agreement shall operate as a

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17. Compliance with Laws and Regulations. Customer is responsible for complying with any and all

applicable federal, state and local laws, codes, ordinances, rules, regulations, and administrative

orders, including, without limitation, export and import laws, rules and regulations and any and

all other productsafety laws, rules and regulations.

changedonly by a written amendment to the Agreement signed by Seller and Customer.

21. Termination. If Customer uses the Product for any use other than as specified herein, this

Agreement shall be null and void and Customer’s right to use the Product shall immediately cease

without further action by Seller.

22. Use of Name. Except as expressly provided herein, Customer shall not use the names Georgia

Institute of Technology, Georgia Tech, Georgia Tech Research Corporation, Georgia Tech

Research Institute, or Georgia Tech Applied Research Corporation or any of their respective

affiliates or divisions or any derivations thereof in any advertisement, publications, or sales