This Exclusive License & Supply Agreement ("Agreement") is for cleantech companies that want to grant the exclusive right to a buyer to purchase their products. It contains the right for the buyer to exercise a license of the supplier's intellectual property rights to make and sell the products in the event of certain circumstances such as if the supplier goes out of business. Among other things, the obligations of the parties to engage in collaborative sales and marketing efforts and the supplier's warranty obligations are covered in detail. All purchases of products are accomplished through a purchase order process unless the buyer's right to exercise the IP license is triggered.