Merchandising Agreement

MERCHANDISING AGREEMENT

Agreement Date:

Parties

Client Name:

Merchandiser Name:

Recitals

WHEREAS, Client owns and controls certain trademarks, trade names, logos and related intellectual property identified in Schedule A and seeks to authorize the manufacture, sale and distribution of merchandise bearing such marks; and

WHEREAS, Merchandiser has experience in producing, marketing and distributing merchandise and desires to obtain a license to manufacture and sell merchandise that bears the Client's marks under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual promises and covenants set forth below, the parties agree as follows.

Definitions

"Products" means the categories and specific items described in the Scope of Work and any approved product specifications. "Net Receipts" means gross receipts actually received from sales of Products less customary and reasonable returns, taxes collected on sales, and wholesale discounts. Other defined terms are set forth in the body of this Agreement where used.

Grant of Rights

Subject to the terms of this Agreement, Client grants to Merchandiser a license to manufacture, market, distribute and sell Products bearing the Client's marks within the Territory for the Term. The license granted is: Exclusive Non-exclusive (select one)

Scope of Work

Payment Terms

Minimum Guarantee (if any):

Royalty Rate to Client: % of Net Receipts.

Payments due within days of the end of each reporting period. Late payments accrue interest at % per month, compounded monthly, or the maximum permitted by law, whichever is less.

Reporting and Audit

Merchandiser shall deliver written sales reports and payment statements to Client on a basis, showing gross sales, returns, allowances and Net Receipts. Client shall have the right, upon reasonable notice and during normal business hours, to audit Merchandiser's relevant books and records no more than once per calendar year; any underpayment discovered of more than 3% shall be paid with interest and audited costs.

Quality Control; Intellectual Property

All Products shall meet the quality standards and sample approvals required by Client. Merchandiser's use of Client's marks is subject to Client's prior written approval of designs, packaging and marketing materials. Client retains all right, title and interest in the marks and any goodwill resulting therefrom; Merchandiser acquires no ownership interest in Client's marks.

Insurance and Indemnification

Merchandiser shall maintain commercially reasonable product liability and general liability insurance in amounts customary for the industry and name Client as additional insured where requested. Merchandiser shall indemnify, defend and hold harmless Client from and against all claims, losses, damages and expenses arising from Merchandiser's manufacture, sale or distribution of Products, except to the extent caused by Client's gross negligence or willful misconduct.

Term and Termination

Term commencement date: . Term end date:

Either party may terminate this Agreement for material breach by the other party that remains uncured for days after written notice. Either party may terminate for insolvency or bankruptcy of the other party immediately upon written notice.

Upon expiration or termination, Merchandiser shall immediately cease use of Client's marks, deliver or destroy inventory as directed by Client, and remit any outstanding payments and reports within days.

Confidentiality

Each party shall keep confidential and not disclose to third parties any Confidential Information of the other party, except as required by law or to fulfill obligations under this Agreement. Confidential Information includes but is not limited to product specifications, pricing, manufacturing processes, and sales data. The confidentiality obligations survive termination for a period of years.

Remedies; Limitation of Liability

The parties agree that monetary damages may be inadequate to remedy a breach of the provisions concerning trademarks or confidentiality and that injunctive relief shall be available in addition to other remedies. Except for willful misconduct or indemnified claims, neither party shall be liable for consequential or punitive damages; aggregate liability shall be capped at the total royalties paid or payable to Client in the preceding 12 months.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of without regard to its conflict of laws principles. Disputes not resolved by negotiation shall be resolved by binding arbitration in the selected jurisdiction, unless the parties mutually elect court proceedings for injunctive relief.

Entire Agreement; Amendments

This Agreement, including any schedules and written amendments executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior negotiations and understandings. Any amendment must be in writing and signed by authorized representatives of both parties.

Notices

Additional Provisions

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