LICENSE AND TECHNOLOGY TRANSFER AGREEMENT For EMIRATES SIMULATION ACADEMY

 
Exhibit
      10.3
LICENSE
      AND TECHNOLOGY TRANSFER

AGREEMENT

For

EMIRATES
      SIMULATION ACADEMY

1

ARTICLE
      1 -
      DEFINITIONS
 
            "The
                PARTIES"

            shall
                mean GSE Power Systems Inc., and Emirates Simulation Academy LLC
                collectively or their permitted successors and assigns.
 
            "LICENSOR"

            shall
                mean GSE Power Systems, Inc. (GSE)
 
            "LICENSEE"

            shall
                mean Emirates Simulation Academy LLC (ESA)
 
            "LICENSED
                SYSTEMS"

            shall
                mean the each computer program and associated documentation, manual
                and
                report. Including each copy, translation, update, or modification
                of all
                or any part of Licensed Software, in any medium, delivered to or
                made by
                the LICENSEE in accordance with the provisions of this
                License.
 
            "HARDWARE"

            shall
                mean any computer upon which the LICENSED SOFTWARE is to run,
 
            "ACTIVITIES"

            shall
                mean the design, application system software, application engineering,
                supply, installation, after--sales services and maintenance of simulators
                for fossil or process control rooms and their applications in UAE
                and
                Export Projects 
 
            "EXPORT
                PROJECTS"

            shall
                mean simulation projects outside the UAE undertaken on a turn-key
                basis
                which involve the supply of LICENSED SYSTEMS to be supplied by ESA
                pursuant to this Agreement.
 
            "TECHNICAL
                AND ENGINEERING INFORMATION"

            shall
                mean know-how, product bulletins, documentation, manuals, reports
                and data
                associated with the technology transferred to LICENSEE.
 
2

ARTICLE
      2 -
      LICENSE,
      AND TECHNICAL ASSISTANCE
 
            2.1  
            LICENSOR
                hereby grants to LICENSEE the exclusive, and except as provided in
                Article
                4, non-transferable right to manufacture, use and sell the LICENSED
                SYSTEMS in the UAE and the non exclusive right to use and sell the
                LICENSED SYSTEMS elsewhere, in pursuit of the ACTIVITIES, provided
                however, that unless otherwise agreed in writing by LICENSOR, the
                LICENSEE
                shall not sell or export LICENSED SYSTEMS from the UAE for resale
                to
                countries where LICENSOR:

            (i)  
            has
                registered copyrights, patents or topographical rights pertaining
                to the
                LICENSED SYSTEMS; or

            (ii)  
            is
                or has been either directly or indirectly engaged in marketing the
                LICENSED SYSTEMS; or

            (iii)  
            has
                granted any exclusive rights to any third party (including any subsidiary
                or affiliated company of the LICENSOR) for the manufacture or sale
                of the
                LICENSED SYSTEMS.

The
      LICENSE granted to the LICENSEE hereunder shall be limited to the LICENSEE's
      pursuit of the ACTIVITIES.
 
            2.2  
            The
                transfer of Technical and Engineering Information from the LICENSOR
                to the
                LICENSEE and the use, manufacture and sale of the LICENSED SOFTWARE
                pursuant to this LICENSE shall be carried out in English. The Technical
                and Engineering Information furnished shall be based upon the LICENSOR's
                accumulated experience up to the date upon which it is furnished
                and shall
                be comparable to the Technical and Engineering Information then employed
                or supplied to others by the LICENSOR in its own operations
                elsewhere.

ARTICLE
      3 -
      TECHNOLOGY
      TRANSFER
 
            3.1  
            The
                LICENSOR shall transfer technology with respect to engineering design,
                equipment design, manufacturing commissioning, operation, maintenance,
                and
                project management of simulators delivered to LICENSEE.
                
            3.2  
            The
                following are the key objectives to be reached through the implementation
                of the Technology Transfer Plan:

            (1)  
            Understanding
                of the Simulator Hardware and Software Architecture and
                Methodology

            (2)  
            Ability
                to Maintain Simulators:

            ·  
            Simulation
                and Instructor Station computers

            ·  
            Plant
                system software

3

            (3)  
            Ability
                to Modify the plant system software

            (4)  
            Ability
                to operate the simulator and Instructor Station
                features

            (5)  
            Ability
                to perform the significant part of the software development activities
                for
                future full scope simulators with vendor guidance in areas such as
                complex
                systems, integration, and hardware
                design.

ARTICLE
      4 - RIGHTS OF THE LICENSEE TO USE THE LICENSED SOFTWARE
 
            4.1

            Pursuant
                to the LICENSE granted hereby, the LICENSEE shall be entitled to
                install
                and use the LICENSED SOFTWARE, as identified in Appendix A, at one
                or more
                of the LICENSEE's places of business for purposes of permitting the
                LICENSEE to pursue its own business and to realize projects relating
                to
                the ACTIVITIES.

            4.2

            The
                LICENSEE shall at its own exclusive risk further develop and complete
                the
                LICENSED SOFTWARE for inclusion in projects falling within the ACTIVITIES
                and to that end shall be entitled at its own exclusive risk to fabricate
                or manufacture the LICENSED SOFTWARE and to sell, deliver and install
                the
                LICENSED SOFTWARE to its Customers. The LICENSOR, shall not in any
                case,
                except as set forth in Article 5, and 6 hereof, be liable for the
                success,
                appropriateness or consequences of any such further development,
                completion, modification, reproduction, fabrication or manufacture
                undertaken by either the LICENSEE or by any of its
                Customers.

            4.3

            The
                LICENSEE shall be entitled to grant sub-licenses of the LICENSED
                SOFTWARE.
                Further the grant of such sub-licenses shall be undertaken at the
                LICENSEE's sole and exclusive risk, and the LICENSEE agrees to hold
                the
                LICENSOR harmless against any and all liability which might be claimed
                or
                asserted pursuant to any such sub-license against the LICENSOR for
                whatever reason.

ARTICLE
      5 - WARRANTY
 
            5.1

            The
                LICENSOR warrants that it has proper title and proprietary rights
                to the
                LICENSED SOFTWARE and has the right to grant the LICENSEE the LICENSE
                to
                use, sell, install, deliver and sublicense the LICENSED SOFTWARE
                as
                provided in this Agreement. The LICENSOR also warrants that the copy
                of
                each version of the LICENSED SOFTWARE furnished by the LICENSOR,
                if
                properly completed by the LICENSEE, installed and used pursuant to
                the
                specification document, shall for a period of one year from the date
                of
                delivery of the LICENSED SYSTEM by LICENSEE to its Customer (the
                "Warranty
                Period") be free from errors in design material and workmanship.
                
4

            5.2

            In
                the event of any intervention by the LICENSOR requested by the LICENSEE
                which does not result from a defect in the LICENSED SOFTWARE or from
                lack
                of complete operating instructions during the Warranty Period, and
                of any
                intervention by the LICENSOR for whatever reasons (such of "debugging")
                following the end of Warranty Period, the LICENSEE shall pay the
                LICENSOR
                for services based on LICENSOR's then current hourly rates for like
                services.

            5.3

            The
                warranties contained in this Article 5 are the only warranties
                made by
                the LICENSOR and constitute LICENSEE's sole remedy. These warranties
                may
                be extended on behalf of the LICENSOR to any customer, other person
                or
                entity.

            5.5

            This
                warranty shall not apply if LICENSEE makes any modifications,
                alternations, deletions or additions to the LICENSED SOFTWARE without
                the
                LICENSOR's prior written consent.

ARTICLE
      6 - LIABILITY
 
            6.1

            The
                warranties set forth in Article 5 above are in lieu of all other
                warranties. The LICENSOR disclaims any and all other warranties,
                whether
                express or implied, including, but not limited to any implied warranties
                of merchantability and/or fitness for any particular purpose other
                than
                those set forth in the Technical and Engineering
                Information.

            6.2

            The
                LICENSOR shall not be liable for any other damages or losses whether
                based
                on contract, tort, product liability, or any other legal theory,
                including, but not limited to, loss of profits, loss of business,
                loss of
                data or use thereof, interruption of business, or for any indirect,
                special, incidental or consequential damages of any kind, whether
                under
                this agreement or otherwise, even if the LICENSOR has been advised
                of the
                possibility of such loss. Under no circumstances shall the LICENSOR
                be
                liable for any representation or warranty made to any third party
                by the
                LICENSEE or by any employees or agents of the
                LICENSEE.

            6.3

            Pursuant
                to this Article 6, LICENSOR shall only be liable for direct damages,
                but
                not (or any indirect damages, including special or consequential
                damages,
                incurred by LICENSEE.

Notwithstanding
      anything in this Agreement to the contrary, the LICENSOR's entire liability
      to
      LICENSEE for damages and losses shall not exceed the amount of the payment
      made
      by LICENSEE to the LICENSOR pursuant to this LICENSE.
 
ARTICLE
      7 - PROPRIETARY INFORMATION
 
            7.1

            The
                Proprietary and Trade Secret Information and the LICENSED SOFTWARE
                supplied by the LICENSOR to LICENSEE shall be treated confidentially
                by
                LICENSEE and its employees. LICENSEE and its Customers do not acquire
                any
                rights of ownership in the said Proprietary and Trade Secret Information
                or in the LICENSED SOFTWARE or in any enhancements or modifications
                thereof. Except as provided herein, LICENSEE shall not disclose any
                such
                Proprietary and Trade Secret Information without the LICENSOR's prior
                written consent.

5

            7.2

            LICENSEE
                shall not transfer or use the LICENSED SOFTWARE except as expressly
                allowed under this Agreement, nor shall the LICENSEE create or attempt
                to
                create, or permit others to create or attempt to create, by reverse
                engineering or otherwise, the Source Code or any part thereof from
                the
                Binary Code or from other information made available under this Agreement
                or otherwise. LICENSEE may, however, at its own expense, make copies
                of
                the LICENSED SOFTWARE, operator manuals, training materials, and
                other
                terminal-user oriented materials for its own internal use and for
                the use
                of properly licensed Customers, so long as copyright notices are
                also
                reproduced and displayed in the same manner as on the
                original.

            7.3

            The
                LICENSEE shall protect and shall secure from its Customers the obligation
                to protect Proprietary and Trade Secret Information and LICENSED
                SOFTWARE
                with the same standard of care and procedures which it would use
                to
                protect its own most valuable Trade Secrets and Proprietary
                Information.

ARTICLE
      8 - USE OF LICENSEE's DEVELOPMENT BY LICENSOR
 
Any
      further development, completion or addition to the LICENSED SOFTWARE including
      any software developed by the LICENSEE shall be made available to the LICENSOR
      who shall be entitled with the LICENSEE to joint ownership and proprietary
      rights therein. The LICENSOR shall he entitled to use, copy, further develop,
      adapt, complete, sell, deliver, install or license the Resulting Developments
      free of any charge. In the event the LICENSEE ceases to exist or cease its
      pursuit to the ACTIVITIES, the LICENSOR shall become the sole owner and
      proprietor of the Resulting Developments, provided that the LICENSEE shall,
      free
      of charge, he entitled to use, copy, develop, adapt, complete, sell the
      Resulting Developments.
 
ARTICLE
      9 - USE OF CUSTOMER'S DEVELOPMENTS OF LICENSEE BY LICENSOR
 
Whenever
      the LICENSEE shall be granted a license to use any Software developed by or
      for
      any of its Customers, the LICENSEE shall sublicense the above developments
      to
      the LICENSOR at the same terms and conditions.
 
ARTICLE
      10 - RECORDS
 
At
      the
      LICENSOR'S requests, the LICENSEE agrees and shall use all reasonable endeavors
      to obtain the agreement of its customers to allow the LICENSOR's auditors to
      audit and analyze appropriate accounting records of the LICENSEE or of its
      Customers to ensure compliance with all terms of this Agreement. If an audit
      discloses any errors or omissions, appropriate adjustments shall be made
      promptly.
 
6

ARTICLE
      11 - INTELLECTUAL PROPER1Y
 
            11.1

            The
                trademarks and tradenames under which the LICENSED SOFTWARE is licensed
                are the property of LICENSOR. This Agreement gives LICENSEE no rights
                to
                such trademarks and tradenames.

LICENSEE
      shall not market the LICENSED SOFTWARE under any other or different name than
      that specified by the LICENSOR.
 
            11.2

            LICENSEE
                agrees to maintain and respect the trademark, tradename, and copyright
                notices for the LICENSED SOFTWARE and all documentation in connection
                with
                its advertisement, distribution and
                sublicensing.

            11.3

            The
                LICENSOR will indemnify and hold the LICENSEE harmless against any
                damages
                that may be awarded or agreed to be paid to any third party in respect
                of
                any claim or action that the LICENSED SOFTWARE furnished hereunder
                and
                used within the scope of the License granted hereunder, infringes
                any
                patent, copyright, registered design or trade xxxx or trade name
                rights,
                provided that the LICENSEE notifies the LICENSOR promptly in writing
                of
                any claim. The LICENSOR shall bear the cost of defending such claims
                and
                shall be given equal opportunity and representation in the defense
                of any
                such claim and all related settlement negotiations any settlement
                agreement.

            11.4

            Should
                the LICENSED SOFTWARE become, or be likely to become, in the LICENSOR's
                opinion, the subject of a claim of infringement of any copyright
                or
                patent, the LICENSOR may procure from the LICENSEE the right to continue
                using the LICENSED SOFTWARE, or replace or modify it to make it
                non-infringing. The LICENSOR shall have no liability for, the LICENSEE
                shall indemnify and hold the LICENSOR harmless from any liability
                arising
                from (1) the use of other than a current unaltered design of the
                LICENSED
                SOFTWARE or (2) the use, operation, or combination of the LICENSED
                SOFTWARE with products or technology of any party other than those
                of the
                LICENSOR, provided such infringement would have been avoided but
                for such
                use, operation or combination, and provided further that the LICENSOR
                notifies the LICENSEE promptly in writing of any claim or action
                commenced
                against the LICENSOR. The LICENSOR shall bear the cost of defending
                such
                claims and shall be given equal opportunity and representation in
                the
                defense of any such claim or action and all related settlement
                negotiations and any settlement
                agreement.

The
      foregoing states the entire liability of the LICENSOR with respect to
      infringement of copyright or patents.
 
ARTICLE
      12 . TERM AND TERMINATION
 
            12.1

            This
                Agreement and the rights and protections herein shall continue and
                remain
                in force for a period of ten (10) years from the date
                hereof.

            12.2

            The
                LICENSOR may terminate this Agreement upon thirty (30) days written
                notice
                if the LICENSEE having been duly notified in writing and given ample
                opportunity to remedy, fails to meet any of its material obligations
                under
                this agreement, including, but not limited to, the
                following:

7

12.2.1 Breach
      of
      any provision of this agreement which is intended to protect the LICENSOR's
      proprietary rights in the LICENSED SOFTWARE or its Proprietary and Trade Secret
      Information.
 
            12.3

            This
                Agreement shall terminate automatically if anyone of the following
                conditions occurs:

(a) Any
      unwarranted attempt to assign, sublicense or transfer this Agreement or any
      rights granted hereunder except as authorized herein;
 
(b) Either
      PARTY becomes insolvent or files a petition in bankruptcy, and/or a receiver
      is
      appointed to take charge of all or part of LICENSEE's property;
 
            12.4

            Upon
                termination of this agreement for any reason after than the default
                of the
                LICENSOR, LICENSEE shall discontinue all use of the LICENSED SOFTWARE
                and
                shall return to the LICENSOR:

(1) all
      copies of all Software included in the LICENSED SOFTWARE;
 
(2) all
      documentation for the LICENSED SOFTWARE; and
 
(3) all
      proprietary and Trade Secret Information in its possession or under its control,
      all within twenty (20) days from the date of termination.
 
            12.5

            In
                the event of termination of this Agreement or any sublicense granted
                pursuant to this Agreement, the obligations of LICENSEE with respect
                to
                the LICENSOR's proprietary rights and Proprietary and Trade Secret
                Information concerning the LICENSED SOFTWARE shall continue and remain
                in
                effect until such time as the proprietary information becomes parts
                of the
                public domain.

            12.6

            If
                this Agreement is terminated, all of the LICENSEE's rights to the
                sublicenses entered into under this Agreement shall be transferred
                to the
                LICENSOR. It is agreed that the LICENSOR assumes no liabilities or
                obligations with respect to such sublicenses as a result of this
                provision. Termination of this Agreement shall not affect the rights
                of
                any Customer to use the LICENSED SOFTWARE which it has previously
                acquired
                from the LICENSEE.

            12.7

            Nothing
                contained in this Article 12 shall limit any other remedies which
                either
                PARTY may have for the default by the other PARTY under this Agreement.
                Both PARTIES understand and acknowledge that violation of either
                PARTY's
                obligations pursuant to this Agreement may cause the other PARTY
                irreparable harm and damage, which may not be recovered at
                law.

8

ARTICLE
      13 - ASSIGNMENT
 
            13.1

            Neither
                this Agreement nor any rights, obligations, or licenses granted hereunder
                may be assigned, extended or otherwise transferred by LICENSEE, nor
                shall
                they inure to the benefit of any trustee in bankruptcy, receiver
                or other
                successor of LICENSEE whether by operation of law or otherwise, without
                the written consent of LICENSOR. Any assignment or transfer without
                such
                consent and approval shall be null and void and shall constitute
                a breach
                of this Agreement.

            13.2

            LICENSOR
                may assign this agreement to any company, directly or indirectly
                owned or
                controlled by LICENSOR and/or to any company with which LICENSOR
                may merge
                or consolidate or to which it may sell part or all of its business
                related
                to the LICENSED SOFTWARE provided that such company shall assume
                and agree
                to perform the obligations of LICENSOR under this Agreement. For
                the
                purpose of this paragraph, ownership or control means an ownership
                or
                controlling interest, either direct or indirect, representing at
                least 50%
                of the voting capital.

ARTICLE
      14 - ARBITRATION
 
Any
      claim
      or controversy arising out of or relating to this Agreement or to any breach
      thereof that cannot otherwise be settled amicably between the PARTIES shall
      be
      finally settled through arbitration in accordance with laws of the United
      Kingdom.
 
ARTICLE
      15 - EXPORT REQUIREMENTS
 
            15.1

            LICENSEE
                acknowledges and agrees that the delivery of LICENSED SYSTEMS and
                proprietary information may be subject to prior specific export
                authorization by the U.S. Department of Commerce, Office of Export
                Licensing. LICENSOR agrees to use its best efforts to obtain a license
                authorizing export of LICENSED SYSTEMS and proprietary information
                to
                LICENSEE. In the event the application for a license to export to
                LICENSEE
                is denied (or granted subject to conditions that prevent performance
                under
                this Agreement by LICENSOR) LICENSOR and LICENSEE shall be relieved
                of any
                inconsistent obligations set forth in this Agreement without giving
                rise
                to a claim of breach or violation of this or any related Agreement
                by any
                Party.

            15.2

            LICENSEE
                agrees to comply with all U.S. Government regulations applicable
                to the
                export or re-export of LICENSED SYSTEMS and proprietary information.
                LICENSEE will obtain written approval by LICENSOR prior to disclosing
                (including through training or marketing) any of the LICENSED SYSTEMS
                or
                proprietary information to any persons who are not nationals of the
                United
                Arab Emirates.

ARTICLE
      16 - MISCELLANEOUS
 
            16.1

            The
                validity, construction and performance of this Agreement shall be
                governed
                in all respects by the
                laws of United Kingdom
                without reference to any rules of conflicts of
                laws.

9

            16.2

            This
                Agreement may be modified only in writing and signed by both
                Parties.

            16.3

            If
                any part of this Agreement is declared void and unenforceable by
                any
                judicial or administrative authority, this will not ipso facto nullify
                the
                remaining provisions and the PARTIES will replace the void provision
                by
                one having the same spirit. However if such void provision goes to
                the
                heart of this Agreement, this Agreement shall terminate upon fifteen
                (15)
                days written notice from the LICENSOR to the
                LICENSEE.

            16.4

            Any
                failure by either PARTY to enforce any of the provisions of this
                Agreement
                or to require at any time performance by the other PARTY of any of
                the
                provisions hereof, shall in no way affect the validity of this Agreement
                or any part thereof, or the right of either PARTY thereafter to enforce
                each and every such provision.

            16.5

            Notice
                under this Agreement shall be sufficient only if mailed or personally
                delivered to the PARTIES at their respective addresses set forth
                below or
                as they may subsequently be modified in writing by the receiving
                PARTY
                thereafter to enforce each and every such
                provision.

for
      the
      LICENSOR:
 
____________________
 
GSE
      Power
      Systems, Inc.
0000
      Xxx
      Xxxxxx Xxxx
Xxxxxxxx,
      Xxxxxxxx, XXX 00000 XXX
Attention:
      Xxx X. Paris
Senior
      Vice President
GSE
      Systems

For
      the
      LICENSEE:
 
Emirates
      Simulation Academy LLC. 
__________________
__________________
UAE
Attention:

10

IN
      WITNESS WHEREOF, the PARTIES hereto have caused this Agreement to be executed
      in
      duplicate by their authorized officers or representatives the day and year
      first
      above written.

11

APPENDIX
      A
 
LICENSED
      SOFTWARE SYSTEMS

    SimSuiteTM
      Pro
      Software Development System
    SimExecTM
      Executive Software Development System 
    Plant
      System
      Models
    JADETM
      Java
      Application Development Environment Software System
Document Metadata

Table of Contents

LICENSE AND TECHNOLOGY TRANSFER AGREEMENT For EMIRATES SIMULATION ACADEMY

Document Metadata

	"The PARTIES"	shall mean GSE Power Systems Inc., and Emirates Simulation Academy LLC collectively or their permitted successors and assigns.
	"LICENSOR"	shall mean GSE Power Systems, Inc. (GSE)
	"LICENSEE"	shall mean Emirates Simulation Academy LLC (ESA)
	"LICENSED SYSTEMS"	shall mean the each computer program and associated documentation, manual and report. Including each copy, translation, update, or modification of all or any part of Licensed Software, in any medium, delivered to or made by the LICENSEE in accordance with the provisions of this License.
	"HARDWARE"	shall mean any computer upon which the LICENSED SOFTWARE is to run,
	"ACTIVITIES"	shall mean the design, application system software, application engineering, supply, installation, after--sales services and maintenance of simulators for fossil or process control rooms and their applications in UAE and Export Projects
	"EXPORT PROJECTS"	shall mean simulation projects outside the UAE undertaken on a turn-key basis which involve the supply of LICENSED SYSTEMS to be supplied by ESA pursuant to this Agreement.
	"TECHNICAL AND ENGINEERING INFORMATION"	shall mean know-how, product bulletins, documentation, manuals, reports and data associated with the technology transferred to LICENSEE.