Chipworld, Inc. is a Delaware corporation with its principal place of business in Kansas City, MO. Chipworld has developed technology for super-fast processing chips for mobile devices such as smartphones. In the United States, Chipworld has approximately 20% of the market for mobile processing devices, but its export sales have been quite small. CompuCorp S.A. is a Guatadoran corporation with its principal place of business in Capital City, Guatador. CompuCorp is a manufacturer of smartphones, which it manufactures at a facility in Guatador. Chipworld and CompuCorp are independent companies and are not subject to common ownership or control. CompuCorp approached Chipworld to license Chipworld's smartphone technology for a percentage of the sales proceeds from its smartphones using the technology. Given that Chipworld had not had much success exporting its technology, it was intrigued by the offer, but nobody at Chipworld had much experience dealing in transnational business transactions and so they were concerned about entering into an agreement with such unknown risks. You are an attorney who has worked with Chipworld as a client for many years. Chipworld's General Counsel has given you a copy of the draft agreement provided by CompuCorp and has asked you to raise issues you see and to suggest changes and additions to the agreement you think advisable to protect Chipworld's interests. Specifically, she has asked you whether Chipworld should be worried about any risk of losing market share in the United States, which is its primary market. In addition, since Chipworld hopes to make this a model for its international business going forward, she specifically requests that you not do any research specific to Guatadoran law, but only highlight issues raised by the transnational character of the transaction more generally. Please advise Chipworld. [QUESTION CONTINUED ON NEXT PAGE] 3 LICENSE AGREEMENT This agreement is made this __ day of ____, 2014 by and between Chipworld, Inc., a Delaware corporation having its principal place of business at Kansas City, Missouri (hereinafter "Licensor"), and CompuCorp S.A., a Guatadoran corporation having its principal place of business at Capital City, Guatador (hereinafter "Licensee"); Whereas Licensor has obtained patents (hereinafter "the Patents") for mobile computing processing chips (hereinafter "the Products") in the United States and Guatador and possesses valuable secret knowledge, information, and data useful in manufacturing the Products (hereinafter "the Know-how"), and Licensor has obtained trademark rights for the Chipworld name in the United States and Guatador (hereinafter "the Trademark"); Now therefore in consideration of the mutual promises contained herein, Licensor and Licensee hereby agree as follows: 1. Grant. Licensor grants Licensee an exclusive license to practice the Patents and Knowhow in Guatador and to sell the Products in Guatador under the Trademark. Licensee shall not sell the Products outside Guatador. 2. Trademark. Licensee shall affix the Trademark to the Products. 3. Marketing. Licensee shall be solely responsible for marketing the Products in Guatador including, without limitation, setting prices. 4. Royalty. Licensee shall pay Licensor a royalty of 20% of Licensee's net profits from sales of the Products in Guatador, as calculated by Licensee on a quarterly basis. 5. Representation and Warranties. Licensor warrants and represents that it is the sole owner of the patent and trademark rights pertaining to the Products in the United States and Guatador; that these rights are valid and in effect; that no claim has been made contesting the validity of any of these rights; and that Licensee's use of these rights will not infringe the rights of any third party. 6. Term and Termination. This agreement shall continue until the expiration of Licensor's Patents in Guatador, provided, however, that either party may terminate this agreement upon 30 days' written notice. 7. Indemnification. In the event that any of the Representations and Warranties in Section 5 is not true, correct or complete in any material respect, Licensor shall indemnify and hold harmless Licensee in full within 30 days of written notice by Licensee for any costs or damages arising as a result. 8. Arbitration. All disputes arising out of this agreement shall be finally decided by arbitration conducted in Capital City, Guatador under the Rules of Arbitration of the International Chamber of Commerce?