Retail License Agreement

RETAIL LICENSE AGREEMENT

This Retail License Agreement ("Agreement") is made and entered into as of Effective Date: by and between Licensor: a organized under the laws of with principal place of business at , and Licensee: a organized under the laws of with principal place of business at .

RECITALS

WHEREAS, Licensor owns certain trademarks, trade names, service marks, logos and associated intellectual property and rights used in connection with the manufacture, distribution and sale of the products described in this Agreement (collectively, the "Licensed Marks");

WHEREAS, Licensee operates retail outlets and desires the right to display, offer for sale and sell Licensed Products under the Licensed Marks within the Territory defined below; and

WHEREAS, Licensor is willing to grant a license to Licensee on the terms and conditions set forth herein to permit Licensee to sell Licensed Products in retail channels subject to quality control, reporting, and payment obligations.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Licensed Products" means the products specifically authorized for retail sale by Licensee under this Agreement, as described in Section 5. Licensed Products shall not include any product not expressly approved in writing by Licensor.

1.2 "Territory" means the geographic area identified in Section 4 within which Licensee is authorized to sell Licensed Products.

1.3 "Net Sales" means gross invoiced sales of Licensed Products by Licensee, less only returns, discounts, sales taxes and shipping charges actually refunded to customers, determined in accordance with generally accepted accounting principles consistently applied.

2. GRANT OF LICENSE

2.1 License. Subject to the terms and conditions of this Agreement, Licensor hereby grants to Licensee a exclusive non-exclusive license to use the Licensed Marks solely in connection with the marketing, display, distribution and retail sale of Licensed Products within the Territory during the Term.

2.2 Limitations. The license granted hereunder is limited to retail sales through physical point-of-sale stores and specified online retail channels expressly approved in writing by Licensor. Licensee shall not sublicense, assign or permit others to use the Licensed Marks except as expressly provided in this Agreement.

3. TERM AND TERMINATION

3.1 Term. The initial term of this Agreement shall commence on Start Date: and shall expire on End Date: unless earlier terminated in accordance with this Agreement.

3.2 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

3.3 Effect of Termination. Upon termination or expiration, Licensee shall immediately cease use of the Licensed Marks, cease sales of Licensed Products unless otherwise authorized, and promptly return or destroy Licensor's confidential materials and inventory as directed by Licensor. Termination shall not relieve Licensee of payment obligations accrued prior to termination.

4. TERRITORY

The licensed Territory for retail sales of Licensed Products shall be: . Licensee shall not ship Licensed Products outside the Territory except with Licensor's prior written consent.

5. LICENSED PRODUCTS

6. FEES AND PAYMENT

6.1 License Fee. Licensee shall pay Licensor an initial non-refundable license fee of $ due within days after the Effective Date.

6.2 Royalties. Licensee shall pay Licensor a royalty equal to of Net Sales, payable quarterly within days after the end of each quarter, together with a written sales report as described in Section 7.

6.3 Minimum Annual Guarantee. Licensee agrees to a minimum annual royalty of $. If royalties paid under Section 6.2 in any 12-month period are less than the Minimum Annual Guarantee, Licensee shall pay the shortfall within 30 days of the end of the applicable 12-month period.

7. REPORTS AND RECORDS

Licensee shall furnish Licensor with quarterly written reports showing Net Sales, units sold by SKU, returns and inventory levels in the form and containing the detail reasonably required by Licensor. Reports are due within days after the end of each reporting period.

Licensor or its authorized representative shall have the right, upon reasonable prior written notice, to inspect and audit Licensee's books and records related to Licensed Products during regular business hours; Licensee shall retain such records for a period of not less than years.

8. QUALITY CONTROL

Licensee agrees to sell and display Licensed Products in a manner consistent with Licensor's reasonable quality standards and brand guidelines. Licensee shall provide Licensor sample stores and promotional materials for approval upon request and comply with any written quality standards provided by Licensor.

Licensor may inspect Licensee's retail locations and inventory upon days' prior notice to ensure compliance. Licensee shall promptly remedy any deficiencies identified by Licensor.

9. INTELLECTUAL PROPERTY

Licensor retains all right, title and interest in and to the Licensed Marks and any goodwill arising from Licensee's use of the Licensed Marks shall inure to the benefit of Licensor. Licensee shall not contest, challenge, or seek to register any trademarks or trade names confusingly similar to the Licensed Marks.

10. CONFIDENTIALITY

Each party shall maintain in confidence and not disclose to any third party any confidential information received from the other party during the Term, other than to those employees or contractors who need to know and who are bound by confidentiality obligations no less protective than those herein. Confidential information does not include information which is publicly known or rightfully received from a third party.

11. INDEMNIFICATION

Licensee shall indemnify, defend and hold harmless Licensor, its officers, directors and agents from and against any and all claims, losses, liabilities, damages and expenses (including reasonable attorneys' fees) arising out of Licensee's sale of Licensed Products, breach of this Agreement, or negligence or willful misconduct by Licensee. Licensor shall indemnify Licensee for claims arising from Licensor's willful misrepresentation of intellectual property ownership.

12. INSURANCE

Licensee shall maintain commercial general liability insurance, product liability insurance and such other coverages as reasonably required by Licensor, with minimum limits of $ per occurrence. Licensee shall furnish certificates of insurance naming Licensor as additional insured upon reasonable request.

13. LIMITATION OF LIABILITY

Except for liability arising from a party's gross negligence, willful misconduct or indemnification obligations, neither party shall be liable to the other for consequential, incidental, special or punitive damages, and aggregate liability under this Agreement shall be limited to the greater of amounts paid to Licensor in the prior 12 months or $10,000.

14. ASSIGNMENT

Licensee may not assign this Agreement or sublicense the rights granted hereunder without the prior written consent of Licensor. Any attempted assignment without such consent shall be void. Licensor may assign this Agreement to an affiliate or in connection with the sale of substantially all of its assets.

15. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses set forth below or to such other address as either party may designate by written notice to the other.

16. AMENDMENTS; WAIVER

No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The waiver by either party of any breach shall not operate as a waiver of any other or subsequent breach.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations, whether written or oral, relating to such subject matter.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith a substitute provision that, to the extent possible, accomplishes the original intent of the parties.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Signatures transmitted by facsimile or electronic image shall be deemed original signatures for all purposes.

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