Accessorization Business Agreement

ACCESSORIZATION BUSINESS AGREEMENT

This Accessorization Business Agreement (the "Agreement") is entered into as of by and between:

Recitals

WHEREAS, Client is engaged in the marketing and sale of fashion accessories and desires to retain Contractor to provide design, prototyping, accessorization, sourcing and related services for specified products; and

WHEREAS, Contractor represents that it has the experience, personnel and resources to perform the services described in this Agreement and is willing to perform such services on the terms and conditions set forth herein; and

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

1. Scope of Work

Contractor will provide accessorization services which may include design, pattern-making, prototyping, material sourcing, production oversight, quality control, packaging specification and coordination with manufacturers (collectively, the "Services"). The specific Services, deliverables, acceptance criteria and milestones are as follows:

2. Payment Terms

In consideration for the Services, Client shall pay Contractor in accordance with the fees and schedule set forth below. All fees are stated in the agreed currency and exclude taxes unless otherwise specified.

Any undisputed amount not paid within days of invoice due date shall accrue interest at percent per month (or maximum permitted by law), plus reasonable costs of collection.

3. Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within 30 days after written notice. Termination does not relieve Client of payment obligations for Services performed and expenses incurred through the effective date of termination.

4. Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose or use any proprietary or confidential information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, except as required to perform the Services. Confidential information excludes information that: (a) is or becomes generally available to the public through no fault of the Receiving Party; (b) was known to the Receiving Party prior to disclosure as demonstrated by competent written records; (c) is lawfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's confidential information.

The Receiving Party shall use at least the same degree of care to protect the Disclosing Party's confidential information as it uses to protect its own confidential information, but in no event less than reasonable care. The obligations in this Section shall survive termination for years.

5. Intellectual Property

Unless otherwise agreed in writing, Contractor grants to Client a non-exclusive, worldwide, perpetual license to use and sell products incorporating Contractor's deliverables created under this Agreement, subject to Client's timely payment of all amounts due. Contractor retains ownership of pre-existing designs and trade secrets. Any bespoke designs or works created specifically for Client shall be assigned to Client upon full payment, except that Contractor may retain reasonable portfolio rights to display the designs for marketing purposes.

6. Warranties; Indemnification; Limitation of Liability

Contractor warrants that Services will be performed in a professional manner consistent with industry standards. EXCEPT AS PROVIDED ABOVE, ALL SERVICES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED. Each party shall indemnify, defend and hold harmless the other party against third-party claims arising from its gross negligence or willful misconduct. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, AND LIABILITY SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. Insurance

Contractor shall maintain, at its expense, general liability and, if applicable, product liability insurance in commercially reasonable amounts and provide certificates upon Client's request prior to commencement of Services.

8. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law provisions. Any dispute arising under this Agreement shall be resolved in the state or federal courts located in the specified state, and each party submits to the exclusive jurisdiction of such courts.

9. Entire Agreement; Amendments

This Agreement, together with any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior oral or written agreements. No modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

10. Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth above or to alternative addresses provided in writing by either party. Notices shall be deemed given upon personal delivery, three days after deposit in the mail with first-class postage prepaid, or one business day after delivery to a commercial overnight courier.

Miscellaneous

The provisions of this Agreement are severable; if any provision is held invalid, the remainder shall continue in full force. Neither party may assign its rights or obligations without the prior written consent of the other, except that Client may assign to an affiliate or successor in connection with a sale of substantially all of its assets.

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