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TECHNOLOGY LICENSING AGREEMENT

THIS AGREEMENT is made and entered into on 25th day of April, 2020 by and
between
 INDIAN INSTITUTE OF TECHNOLOGY GUWAHATI, an academic institute of
national importance and a statutory body incorporated under the provisions of The
Institute of Technology Act, 1961, having its main campus and administrative
office at Guwahati, Assam 781039, India (hereinafter referred to as the "Licensor")

AND [Name of the company], a company formed and existing under the
provisions of the Companies Act, 1956 having its registered office at [Address]
(hereinafter referred to as the "Licensee")

WHEREAS

1. [Name and department of the inventor] (hereinafter the inventors) belonging to the
Licensor have developed a unique technology on [Name of the technology]
(referred to and defined as "the Licensed Technology') referring to patent number
(if any) ______________________

2. The Licensor being the employer and/or education imparting institute of the
inventors owns all right, title and interest in the Licensed Technology and is in
possession thereof. The Licensor is thus fully competent to grant and execute the
instant Agreement in respect of the Licensed Technology.

3. The Licensee after due discussions with the inventors is aware of the nuances and
intricacies of the Licensed Technology. The Licensee after being fully convinced
about the potential of the Licensed Technology desires to obtain a non-exclusive in
respect of the Licensed Technology from the Licensor and the Licensor is willing
to grant such license in accordance with the terms, conditions and stipulations
stated herein.

NOW, THEREFORE, in consideration of premises and covenants hereinafter set

forth, the parties hereto agree as follows:

Clause 1
 Interpretations

1.1.1 Subject to the provisions herein contained the term "Licensed Technology"
shall mean the technology for "[Name of the technology].

1.1.2. "Term" shall mean the term of this Agreement as specified in Clause 9
below.

1.1.3 "Territory" shall mean the territory of India.

1.2 The words importing singular number shall include plural and vice versa.

1.3 Any reference to persons shall-include-bodies of persons, whether

incorporated or not.

1.4 The headings contained in this Agreement are for reference purposes only and
shall not be deemed to be any indication of the meaning of the clauses to which
they relate.

Clause 2

Grant of License

2.1 Subject to the terms and conditions herein contained, the Licensor hereby
grants to the Licensee an non-exclusive license in respect of the licensed
without any restriction of territory.

2.2 The Licensee shall have the qualified entitlement to use and/or authorize its
employees, men and personnel to use the process, information, know-how and the
technology contemplated and comprised in the Licensed Technology and
manufacture, produce and sell products underlying the Licensed

2.3 The Licensee understands, acknowledges and agrees that if the Licensee fails,
neglects or does not initiate the use of the Licensed technology within twenty four
months from the date of the execution of this Agreement, this Agreement shall be
terminated automatically notwithstanding anything contained in this Agreement to
the contrary and the license fee paid by the Licensee to the Licensor shall be fully
appropriated by the Licensor.

2.4 The Licensee shall permit, the authorized representative(s) of the Licensor at
all mutually convenient times to enter into any premises of the licensee where the
licensee is using the process, information, know-how and the Technology
contemplated and comprised in the Licensed Technology and manufacturing,
producing, stocking and selling products underlying the Licensed Technology so
as to enable the Licensor to ascertain that the provisions of this Agreement are
being complied with and the quality of the product is maintained.

Clause 3

Technical Assistance and Services

3.1. Within a period of one month from the date of signing of this Agreement, the
Licensor, through the inventors, shall supply and furnish to the Licensee data and
information concerning the process, know-how and the Technology contemplated
and comprised in the Licensed Technology; and this includes supply of all
documents containing design conditions for preparation of the adsorbent bed
material.

3.2 Without prejudice to the generality of the foregoing Clause 3.1, the Licensor,
through the inventors, shall supply and furnish to the Licensee such other
information (which the Licensor is possessing) which the Licensor deems
necessary to enable the Licensee to (i) use the process, information, know-how and
the Technology. Contemplated and comprised in the Licensed technology and (ii)
manufacture, produce and sell products underlying the Licensed Technology in the
best possible manner.

Further, the Licensor will provide, furnish and make available to Licensee latest
technology including research and engineering information, designs, production
methods, improvements relating to designs, production methods, manufacture,
testing, processes of the said products and engineering blue prints, if any, plant
lay-out, drawings, information and documents relating to manufacturing processes
of the said product and all other related information and particulars for successful
installation.

3.3 The Licensor, if so requested by the Licensee, may impart training to the
designated employees, men, demonstrators, researchers and personnel of the
Licensee, so as to enable the Licensee to use the process, information, know-how
and the Technology contemplated and comprised in the Licensed Technology and
manufacture, produce and sell products underlying the Licensed Technology in the
best possible manner.

3.4 The Licensee understands that the cost, duration and place of any such training
shall be decided by the Licensor and expenses, such as traveling expenses and
honorariums of the researchers, students etc. shall be paid by the Licensee.
Moreover, any other services including design/ field visit, etc., from Licensor will
be chargeable on consultancy basis.

3.5 If requested, the licensor can provide technical assistance for new design and
development of floor disinfection unit to the Licensee. The Licensee shall bear the
cost of any plant visit, as mentioned above in clause-3.5, by IIT Guwahati
personnel.

Clause 4

Intellectual Property and Improvements

4.1 Licensee understands and acknowledges that the Licensed Technology is

proprietary to the Licensor and all intellectual property rights comprised and
underlying in such Technology including in all its future improvements and
derivations made and developed by the Licensor belongs and shall be the sole
property of the Licensor during the pendency of this Agreement
4.2 If at any time during the use of the Licensed Technology, the Licensee invents
or comes into the possession of any improvements or further inventions or
derivations relating to or arising out of the Licensed the Licensee shall
intimate to the Licensor of such improvements or further inventions or derivations.
The Licensor, then, certify the perfectibility, i.e. filtration activities and removal of
Arsenic, iron and other bacterial infections within the ambit of the Licensed
of the Licensor.

Clause 5

Consideration

5.1 In consideration of the grant of the instant license, the Licensee shall pay to the
Licensor a license fee comprising of a one payment of Rs amount in Indian
currency on the day of signing of this Agreement by the parties and royalty of x%
on sales value every quarter of the year for the period of sales of the product based
on the said technology.

5.2 The Licensee will have the right to sell the product by using the said
Technology to any Govt. or Pvt. Sector organizations.

5.3 The payment made to Licensor hereunder shall be by means of online money
transfer to IIT Guwahati account.

5.4 The Licensee agrees to pay any statutory taxes including the GST, as
applicable from time to time, in addition to the payments as stated above.

5.5 The Licensee shall maintain proper books and records showing the sales of the
product underlying the Licensed Technology

5.6 The Licensee shall permit, the employees, men and personnel of the Licensor
or its authorized representatives, at all convenient times, to inspect such books and
records.

Clause 6
 Undertakings by the Licensee

6.1 Licensee undertakes and agrees that it shall at all times during the continuance
of this Agreement and wherever applicable, following the termination observe and
perform the terms and conditions set out in this Agreement and in particular:

(a) shall use at all times its best endeavours to promote and extend the market
for the products underlying the Licensed Technology in the Territory and work
diligently to obtain orders therefor;
(b) shall at its own expense provide advertising and publicity for the products
underlying the Licensed Technology.
(c) shall not without the previous consent in writing of the Licensor be
concerned or interested, either directly or indirectly, in the production, importation,
distribution, sale, licensing or advertisement of any other functionally equivalent
products capable of restricting, competing or otherwise interfering with the market
for the products underlying the Licensed Technology',
(d) shall, in all correspondence and other dealings relating directly or indirectly
to the licensing or other transaction relating to the Licensed Technology, clearly
indicate that it is acting as the licensee and not as developer of the Licensed
(e) shall immediately bring to the attention of the Licensor any improper or
wrongful use of the Licensed Technology and intellectual property rights
underlying such Technology which come to the notice of the Licensee and shall
use every effort to safeguard the property rights and interests of the Licensor and
shall at the request and cost of the Licensor take all steps required by the Licensor
to defend such rights;

Clause 7

Warranty

7.1 The Licensor and the inventors to the best of their knowledge and belief,
considers that the Licensed Technology in no manner violates or infringes any
third party rights. Any services or consultation will be rendered hereafter on
chargeable basis.

Clause 8

Liability

8.1 Licensor shall not be liable to the Licensee for any statement, representation,
condition, warranty or other terms express or implied, as to the quality,
merchantability, suitability or fitness of the Licensed Technology.

Clause 9

Duration and Termination

9.1 This Agreement shall be effective for a period of x years subject to renewal
from the date of signing this Agreement.

9.2 The parties, sixty days prior to the normal expiry of this Agreement, may
extend the term of this Agreement on such terms and conditions.

After the end of this period, the License may be renewed for a further period of x
terms of x years if no unpleasant, defaulted and unwarranted activities are
committed by the Licensee during the tenure of this agreement or otherwise, the
Licensee has got punishment by the appropriate Court of Law.

9.3 In the event of bankruptcy, winding up, or insolvency of either party hereto,
the other party may unilaterally terminate this Agreement by a notice in writing
and the License shall terminate on and from the date when such termination notice
would be duly dispatched.

9.4 Notwithstanding anything contained in this Agreement to the contrary, the

license fee paid by the Licensee to the Licensor shall be fully appropriated by the
Licensor in the event of prior termination the License in any manner whatsoever in
accordance with the Clauses mentioned herein.

Clause 10
 Secrecy

10.1 The Licensee and the Licensor understand and acknowledge that all
information and data exchanged between both the parties are trade secrets and both
the parties agree that it shall not, without prior written consent of the other, sell,
assign or divulge any such information and data either technological secret or
business secret to anyone in any manner whatsoever except to its employees, men,
demonstrators, researchers and personnel.

10.2 Both the parties shall take all due care, measures and steps to protect the
aforesaid information and data mentioned in Clause in 10.1 above and shall protect
such information and data against any unauthorized disclosure.

10.3 Both the parties undertakes that it shall cause all such employees, men,
demonstrators, researchers and personnel to whom the confidential information
and data is disclosed and divulged to sign and execute legally valid and binding,
written non- disclosure agreement to fully protect the parties right to such
information and data.

10.4 This Clause shall survive for a period of 10 years following the termination or
expiry of the instant Agreement.

Clause 11

Taxation

The Licensee undertakes to bear all duties, taxes and any similar charges, which
may be imposed by Government and regulatory authorities concerning any
payment covered and contemplated in this Agreement.

Clause 12

Dispute Resolution

12.1 The party raising the Dispute will promptly provide the other party with a
written notice reasonably detailing the Dispute (a "Dispute Notice"). The parties
will attempt to resolve the Dispute amicably through discussion within a period of
thirty days after a party's receipt of a Dispute Notice.

12.2 If the Dispute is not resolved through mutual discussion, the parties will
submit the Dispute to final and binding arbitration conducted and administered
under the Rules of Arbitration as per Arbitration and Conciliation Act 1996 or any
other amendments amended. The arbitration shall be conducted in English
language in Guwahati, Assam, India. The arbitration will be conducted by a
mutually agreed sole arbitrator. The arbitrator may enter a default decision if a
party fails to participate. The costs of the arbitration proceeding shall be equally
shared by the Licensor and the Licensee. The award of the Arbitrator shall be
binding for both the parties.

Clause 13

Applicable Law

13.1 This License shall be governed, construed and interpreted in accordance with
the laws in force in India.

Clause 14

Force Majeure

14.1 Neither party shall be liable to the other party for non-performance or delay in
performance of any of its obligation under this Agreement at Force Majeure
situation due to the causes reasonably beyond its control.

14.2 Upon the occurrence of such a force majeure condition the affected party
shall immediately notify the other party with all details of the condition and shall
promptly inform the other party of any further developments.

14.3 Immediately after the removal of the force majeure conditions, the affected
party shall perform its unperformed obligations as expeditiously as possible, but, if
the force majeure conditions subsists for a period of more than twenty four months
this Agreement shall terminate automatically notwithstanding anything contained
in this Agreement to the contrary and the license fee paid by the Licensee to the
Licensor shall be fully appropriated by the Licensor.

Clause 15

Notices

All communication and notices between the parties shall be valid when made by
E- mail, post and subsequently confirmed in writing and addressed to the
following addresses.

To Licensor: Dean, Industrial Interactions and Special Initiatives

Indian Institute of Technology Guwahati,

Guwahati 781039, Assam

To Licensee: Company details

Regd. __________________________________________

Clause 16

Entire Agreement

This Agreement supersedes any arrangements, understandings, promises or

agreements made or existing between the parties hereto prior to or simultaneously
with this Agreement and constitutes the entire understanding between the parties
hereto on this specific Technology transfer. No addition, amendment to or
modification of this Agreement shall be effective unless it is in writing and signed
by or on behalf of the parties.

Clause 17
 Severability

In the event any part of this Agreement or any of the terms, conditions or
provisions contained in this Agreement is determined by any competent authority
to be invalid, unlawful or unenforceable, then to the extent possible such part,
term, condition or provision could be severed from the remaining terms,
conditions and provisions and such remaining terms, conditions and provisions
shall continue to be valid and enforceable to the fullest extent permitted by law.

Clause 18

Language

The language for Correspondence between the parties and any documentation shall
be in English.

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

by their duly authorized representatives as of the date first above written.

For and on behalf of For and on behalf of

INDIAN INSTITUTE OF Name of the company

TECHNOLOGY, GUWAHATI

------------------------------------- --------------------------------------

Prof. G. Krishnamoorthy Name

Dean, Industrial Interactions Designation

and Special Initiatives Name of the company

Witness Witness

Name of the inventor Name:

Department of xxxxxxx Designation:

IIT Guwahati Company name:

Name: Name:

Designation: Designation:

IIT Guwahati Company name: