STI/SPFA Fabricator & Affiliate Membership Trademark and License Agreement 

THIS AGREEMENT is made and entered into by potential new member company (the "Company") and “STI/SPFA,” an Illinois not-for-profit corporation, located at 944 Donata Court, Lake Zurich, Illinois 60047 ("STI/SPFA").

WHEREAS, STI/SPFA is the owner of the Mark(s) “STI” to designate membership in Steel Tank Institute, a division of STI/SPFA, and “SPFA” to designate membership in Steel Plate Fabricators Association, a division of STI/SPFA (“the Mark(s)”);

WHEREAS, the Company has qualified to become a Fabricator Member of STI/SPFA in the Field Erected, Pipe and/or Pressure Vessel and Special Fabrication Section(s), and desires to become a licensee of the Mark(s);

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, the parties agree as follows:

1. Grant of License. STI/SPFA grants unto the Company the non-exclusive right to use the Mark(s) solely to identify the Company as a Fabricator Member of STI/SPFA in connection with its advertisements to the general public provided that it does not hold itself out to be other than a non-exclusive licensee of said Mark(s) and provided that such advertising is truthful in all respects.

2. Indemnification. The Company agrees to defend, indemnify and hold harmless STI/SPFA, and its respective officers, directors, employees, agents and members from any and all claims, demands or causes of action and all costs of defense, including court costs, expenses, and reasonable attorneys’ fees, incurred by STI/SPFA or its officers, directors, employees, agents and members which are caused or alleged to have been caused, directly or indirectly, by the Company’s use of the Mark(s).

3. Use of Mark(s).

(a) The Company agrees that its use of the Mark(s) shall conform in every respect with all directions for the use thereof given to it by STI/SPFA, from time to time;

(b) This Agreement does not convey any rights to use the Mark(s) on or in conjunction with any products manufactured or sold by the Company;

(c) The Company, as a Fabricator Member of STI/SPFA and a licensee under the terms of this Agreement, hereby agrees to be bound by and subject to all the provisions contained in the STI/SPFA By-Laws as presently set forth and as they may be amended from time to time and any and all rules, regulations or resolutions adopted by the STI/SPFA Board of Directors.

4. Termination.

(a)(i) If the Company ceases to be a Fabricator Member of STI/SPFA for any reason, the Company agrees that this        Agreement is terminated effective as of the date Fabricator Membership is terminated;

(ii) If the Company violates the terms of this Agreement with respect to any of STI/SPFA’s Mark(s) licensed to the Company, the Board of Directors of STI/SPFA may terminate the license of such Mark(s) or this Agreement upon written notice to the Company;

(iii) If STI/SPFA’s use or license of any Mark(s) is challenged by any other entity, the Board of Directors of STI/SPFA may terminate the license and use of such Mark(s) or this Agreement upon written notice to the Company.

(b) In the event of termination of this Agreement, all rights of the Company as set forth in this Agreement shall be terminated effective as of the date of termination, and the Company shall promptly and completely cease the use of the Mark(s) and any other marks confusingly similar thereto.

5. Protection of Rights. STI/SPFA may take such legal action and commence such proceedings in the name of the Company or of STI/SPFA, which are reasonably necessary or advisable in order to protect the rights of STI/SPFA in the Mark(s). The Company agrees to execute such documents as from time to time are necessary to enable STI/SPFA to take such action or commence such proceedings, but nothing shall obligate STI/SPFA at any time to take such action or commence such proceedings. STI/SPFA shall be responsible for all costs and expenses in connection with such legal action or proceedings except as otherwise provided for by law or herein.

6. Effect of Agreement. This Agreement shall be binding upon the parties hereto and upon their successors and assigns.

7. Entire Agreement. This Agreement, and the other documents referenced herein, constitute the entire understanding of the parties hereto with respect to the subject matter hereof, and (except as otherwise provided for herein) no amendment, modification or alteration of the terms hereof shall be binding unless the same be in writing, dated subsequent to the date hereof and duly approved and executed by each of the parties hereto. Notwithstanding the foregoing or any other provisions to the contrary, but subject to the remaining terms of this Section 7, this Agreement may be amended in any respect by STI/SPFA at any time by giving the Company thirty (30) days written notice accompanied by a description, in writing, of the amendment. If the amendment is not acceptable to the Company, the Company may object to the amendment, in writing, within thirty (30) days of receiving such notice. If STI/SPFA does not receive an objection within such thirty (30)-day notice period, the Company shall be deemed to have accepted the amendment as of its effective date (which shall be no earlier than the expiration of the thirty (30)-day notice period).

8. Assignment. The Company shall not transfer, sell, assign, encumber or sublet this Agreement or any rights hereunder without the express, written consent of the Board of Directors of STI/SPFA. A change in control of the Company shall constitute an assignment of this Agreement for purposes of this Section 8. For purposes of this Section 8, a change in control shall be said to have occurred if the Company sells assets, or is party to a merger, consolidation, stock exchange or extraordinary transaction involving assets with a value in excess of 50 percent (50%) of the Company’s total assets, or stock representing in excess of 50 percent (50%) of the Company’s outstanding issued capital stock.

9. Severability. In the event that any provision of this Agreement is held to be invalid or unenforceable, the other provisions hereof shall remain in full force and effect.

10. Governing Law. This Agreement shall be governed and interpreted by the laws of the State of Illinois, United States of America (USA). The Company agrees that all suits, actions or other proceedings in anyway, manner or respect, arising out of or from or related to this Agreement shall be subject to litigation in courts having situs within Lake County, Illinois, USA, and, in the case of a United States federal court, in the Northern District of Illinois, Eastern Division. The Company hereby consents and submits to the jurisdiction of such state or federal courts located within said counties and state and hereby waives any right it may have to transfer or change the venue of any suit, action or other proceedings brought against the Company by STI/SPFA in accordance with this Section 10, or to claim that any such proceeding has been brought in an inconvenient form.

11. Authority. By executing this Agreement below, the signatory attests that he/she has the authority to bind this Company to this Agreement