LICENSE AGREEMENT
Exhibit 6.28
THIS LICENSE AGREEMENT
(“Agreement”) is made and
entered into as of this 29the day of March, 2017, by and between
I|M1, LLC, a California limited liability company
(“Licensor”), Kure Corp., a Florida corporation
(“Kure”), and its wholly owned subsidiary, Kure
Franchise, LLC, a North Carolina limited liability
(“Franchise”) (Kure and Franchise, collectively,
“Licensee”).
RECITALS
A. Licensor has the right and authority to license
certain trademarks and rights to the name, likeness, and visual
representation of “I’M1” and other marks and has
developed and used intellectual property (collectively, the
“I’M1 IP”) and is engaged in the licensing of the
property identified in the attached Exhibit
A, as well as multiple names,
likeness, and visual representations being known and recognized by
the public and associated in the public mind with Licensor
(hereinafter, with the I’M1 IP, collectively referred to as
the “Licensed Marks”, the “Licensed
Property” or the “Brand”).
B. Licensor is the owner, by assignment, of the name,
nick name, image, likeness, initials, xxxx, appearance, signature
(including reproduced signature), autograph, endorsement, voice,
and biographical material (including history, video and motion
picture film portrayals, and still photography), Internet domain
names and online social media user/screen names of the Licensed
Marks.
C. Ms. Ireland, an internationally famous person and
designer with a highly favorable public image and strong, favorable
identity for branding; and a strong portfolio of multiple brands
and ambassadors, also with a highly favorable public image and
strong brand identities serves as Chief Brand Advisor of
Licensor.
D. Licensee is an importer, manufacturer, distributor
and/or seller of products and desires to use the Licensed Marks in
the Channels of Distribution as contemplated in Exhibit
B.
AGREEMENT
In
consideration of the mutual promises herein contained, it is hereby
agreed:
1. DEFINITIONS
1.1 The term
“Allowance” mean any reductions in the wholesale sales
price of any Licensed Product approved in advance, in writing, by
Licensor off-invoice amounts or accruals.
1.2 The term
"Brand" shall mean only the Licensed Products offered under the
Licensed Marks set forth in Exhibit A.
1.3 The term
“Channels of Distribution” shall mean only those
channels, which are listed and mutually agreed on Exhibit B attached hereto
and incorporated by reference herein. Exhibit B may only be modified,
supplemented, and/or amended by written agreement of the Parties as
provided herein.
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1.4 The term
“Code of Conduct” shall refer to the Licensor’s
Human Rights – Code of Conduct, incorporated by this
reference as set forth in Exhibit C, with respect to
which Licensee agrees to fully comply in such form attached and as
it may be amended or updated by the Licensor from time to time upon
written notice to Licensee of such changes.
1.5 The term
“Effective Date” shall mean the date this Agreement is
executed by Licensor as set forth above.
1.6 The term
“Gross Sales” shall mean the gross amount billed
(exclusive of any and all sales, use or value added Tax (VAT)). No
other costs incurred in the manufacturing, selling, advertising,
and/or distribution of the Licensed Products shall be
deducted.
1.7 The term
“Initial Term” shall have the meaning set forth in
Section 4.
1.8 The term
“Licensed Marks” shall mean the Brand and Licensed
Products set forth in Exhibit B, including, without
limitation, their likeness, visual representation and/or each of
the individual components thereof, and those trademarks, service
marks, logos, designs, and/or any other symbols/devices, which are
set forth in Exhibit
A attached hereto and incorporated by reference
herein.
1.9 The term
“Licensed Products” shall mean only those items, which
are listed in Exhibit
B attached hereto. Exhibit B may only be modified,
supplemented, and/or amended by written agreement of the Parties as
provided herein.
1.10 The term
“Manufacturing Territory” shall mean the United
States.
1.11 The Term
“Millennium Development Goals” shall refer to the
Millennium Development Goals, incorporated by this reference as set
forth in Exhibit F,
with respect to which Licensee agrees to fully adopt, as well as
meaningfully contribute to, one or more of such goals either
economically or through other Licensee resources. It is understood
and agreed that the Best Buddies charity is deemed to fall within
these Millennium Development Goals.
1.12 The term
“Parties” (or “Party”) shall mean the
parties entering into this Agreement.
1.13 The term
“Returns” shall mean any Licensed Product, which
Licensee accepts back from any customer after purchase and delivery
thereof and for which Licensee refunds the actual purchase price,
or issues a credit memo.
1.14 The term
“Royalty” or “Royalties” shall have that
meaning set out in Section 5.1 below.
1.15 The term
“Term” shall mean the Initial Term plus any extensions,
renewals of this Agreement or modifications thereof.
1.16 The term
“Termination Date” shall mean the date, whichever is
earliest, that (i) this Agreement (subject to any renewals or
extensions) expires by its own terms; (ii) is thirty (30) days
after receipt of notice of termination under Section 21; or
(iii) any other event occurs which terminates this Agreement
where no notice is required.
1.17 The term
“Territory” shall mean United States of
America.
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1.18 The term “Trade
Discounts” shall mean any reductions or charge backs in the
wholesale sales price of any Licensed Product, and granted by
Licensee in writing to any customer prior to delivery.
2. GRANT OF LICENSE
2.1 Upon the terms and conditions set
forth herein, Licensor hereby grants to Licensee the
non-transferable right, license, and privilege, of using the
Licensed Marks solely for the sale, marketing and distribution of
the Licensed Products through the Channels of Distribution in the
Territory during the Term (with the exceptions as stated on
Exhibit B), and the
non-exclusive, non-transferable right, license, and privilege
of using the
Licensed Marks solely upon and in connection with the manufacture
of Licensed Products in the Manufacturing Territory.
2.2 All proposed Channels of
Distribution and distribution outlets in Exhibit B shall be deemed
approved and any others shall be submitted in advance to Licensor
and shall be subject to Licensor’s prior written
approval.
2.3 Licensee shall not assign or
sub-license the use of the Licensed Marks to any third party
without prior written approval by Licensor, and such right is
expressly withheld from this Agreement. In the event that Licensor
approves a sub-license to a third party, the Parties shall mutually
agree upon the terms and conditions of said sub-license, including
without limitation the royalty rate, in a separate writing signed
by the Parties.
2.4 Licensee will not be permitted to
enter into any other branded relationship that competes with
Licensor’s Brand program under this Agreement without the
express prior written approval of Licensor.
3. BRAND DEVELOPMENT
3.1 Licensee will begin shipping of
Licensed Products no later than April 30, 2018.
3.2 Licensee agrees that all names
of Licensed Products are proprietary to Licensor. More
specifically, Licensor shall own all intellectual property rights
in the Licensed Products and related materials and in all sketches,
artwork and/or designs for the Licensed Products and the related
materials, at no cost to Licensor, and to the extent Licensee has
any rights in such intellectual property, Licensee agrees to assign
and does hereby assign to Licensor (or any person or entity
designated by Licensor) all of its right, title and interest in and
to such products and materials.
3.3 Licensee agrees to become a member
and utilize (a) Send Out Cards, a customer contact communication
service, (b) Xxxxxxxxxx.xxx, (c) Dependable Solutions, a product
approval and royalty reports services, (d) ireland pay, a merchant
agreement service, and (e) any similar web platform as may be
utilized by Licensor from time to time as a means of conducting
Brand business and coordinating with Licensor and other
licensees.
4. TERM
The
initial term (“Initial Term”) of the license hereby
granted shall commence on the Effective Date and shall be effective
through the tenth anniversary of the Effective Date, unless terminated sooner in accordance
with the provisions hereof.
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5. ROYALTY
5.1 Royalty. In consideration of
the grant hereunder, Licensee shall pay Licensor royalties in U.S.
dollars at a rate of five percent (5%) of 100% the Gross Sales for
all Licensed Products sold under the Licensed Marks (the
“Royalty”). Within fifteen (15) days after the end of
each month, Licensee shall furnish to Licensor a complete sales and
royalty report certified to be accurate by the Chief Financial
Officer of Licensee or by some other authorized designee of
Licensee showing the number, description, and Gross Sales Price of
the Licensed Products distributed and/or sold by Licensee during
the preceding month, as well as the number of Licensed Products in
inventory at the beginning and end of the month along with payment
of the royalties due which shall be sent by wire transfer to the
following account:
|
Licensor:
I|M1, LLC
0000 Xxxxxx Xxxx, Xxx 000
Xxxxxxxxx, XX 00000
Domestic Wire:
ABA Bank Routing
#000000000
Account Name: IM1, LLC
Account No.: 5842344409
|
5.2 Royalty Report. For this
purpose, Licensee shall use the approved report form attached
hereto as Exhibit D
and incorporated by reference herein. Such report shall be
furnished to Licensor whether or not any of the Licensed Products
have been sold during the preceding month. Licensee shall tender
both hard copy sales and royalty report and sales in royalty report
in Excel spreadsheet format to Licensor. Sales and Royalty will be
furnished separately for each brand listed in Exhibit A in Excel spreadsheet
format to the Licensor and sent to the addresses set forth in
Section 21. The receipt or acceptance by Licensor of any of the
reports furnished by Licensee pursuant to this Agreement or of any
royalties paid by Licensee hereunder (or the cashing of any royalty
checks paid by Licensee hereunder) shall not preclude Licensor from
questioning the accuracy thereof at any time, and in the event that
any inconsistencies or mistakes are discovered in such reports or
payments, any inconsistency, mistake, or inaccuracy shall
immediately be rectified, and any appropriate payment due and owing
shall immediately be paid by Licensee to Licensor.
5.3 Late Payment. Any amount not
paid to Licensor when due under this Agreement shall bear
a late payment charge on the unpaid balance at the rate of
1.5% per month, compounded, or the maximum amount permitted by law,
whichever is less.
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6. ACCOUNTING
6.1 Licensee agrees to
keep accurate books of account and records covering all
transactions relating to the license hereby granted, and Licensor
and its duly authorized representatives shall have the right after
giving reasonable notice at all reasonable hours of the day to an
examination of said books of account and records relating to
Licensee’s performance under the Agreement, and of all other
documents and materials in the possession or under the control of
Licensee or any of its affiliated, associated, or subsidiary
companies or agents, with respect to the subject matter and terms
of this Agreement, and shall have free and full access thereto for
said purposes and for the purpose of making extracts therefrom.
Upon request of Licensor, Licensee shall furnish to Licensor a
detailed statement by an independent certified public accountant
showing the number, description, and Gross Sales of the Licensed
Products covered by this Agreement distributed and/or sold by
Licensee to the date of Licensor’s demand. All books of
account and records shall be kept available for no less than
Seven (7) years, or, as long as required by the Internal
Revenue Service, if longer than 7 years.
6.2 Each calendar year in which this
Agreement is in effect, and after expiration or termination of this
Agreement, Licensor shall be entitled to an independent audit of
and be given access to Licensee’s account books, records,
invoices and other pertinent data by a certified public accountant
or qualified auditor designated by Licensor. The audit shall be
conducted to determine Licensee’s sales of Licensed Products,
as well as all returns and trade discounts, and shall be conducted
during normal business hours at Licensee’s business office or
location of such files and records. The cost of the audit shall be
borne by Licensor unless the audit reveals that Licensee
understated sales and or royalties of Licensed Products by more
than two percent (2%), in which case Licensee shall be required to
pay all Licensor’s costs of the audit.
6.3 Licensor’s exercise in whole
or in part of its inspection rights under Section 6.2 or otherwise,
Licensor’s acceptance of any statement or statements from, or
the receipt of acceptance by Licensor of any payment tendered by or
on behalf of Licensee, shall be without prejudice to
Licensor’s rights or remedies permitted by this Agreement or
as a matter of law or equity, and shall not preclude or prevent
Licensor from thereafter disputing the accuracy of any such
statement or payment.
7. QUALITY ASSURANCE
7.1 The quality of the
Licensed Products shall be consistent with or exceed the average of
similar products manufactured, distributed, and/or sold by
Licensee, shall serve to enhance Brand recognition of the Licensed
Products to the mutual benefit of the Parties, and shall be
suitable for the use for which they are intended.
7.2 All Licensed Products developed,
manufactured and sold hereunder, and all labels, hang tags,
packaging, catalogs, brochures, publications, printed matter,
advertising, signs, promotional displays, websites, webpages, video
and sound recordings, online social media pages (hereinafter the
"Promotional Materials") and other forms of publicity material for
the Licensed Products, shall be subject to Licensor’s written
approval in advance of use, distribution, marketing or
sale.
7.3 All materials submitted for approval
to Licensor in a language other than English will be accompanied by
a complete and accurate English translation.
7.4 If any retail customer of Licensee
notifies Licensee or claims to Licensee that there is a significant
quality issue with any Licensed Products sold to it by Licensee,
Licensee shall notify Licensor in writing of any such alleged
quality issues within five (5) business days of being notified by
the retailer customer involved.
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7.5 Licensor shall notify Licensee
of consumer quality issues received by Licensor on Licensor’s
website. Licensee shall reply to applicable consumers within
forty-eight (48) hours of its receipt of the issues from
Licensor’s website.
7.6 Licensor will have the right to
purchase products from the Licensee at best available pricing, for
personal use, Social Media Contests, giveaways, and other
promotional uses. Products purchased hereunder shall not be for
commercial resale.
8. DISPLAY OF MERCHANDISE
8.1 If Licensee has
a showroom, Licensee agrees to maintain space in its showroom
located in various high traffic locations and dedicated to display
of the Licensed Products under the Brand. Licensee further agrees
that the Licensed Products shall be displayed at Licensee’s
showroom in the most favorable manner possible to enhance the
recognition of the Brand and the Licensed Products to the mutual
benefit of the Parties. The display of the Licensed Products shall
be subject to the written approval of Licensor prior to any display
thereof.
8.2 Licensee may display and offer
the Licensed Products on its own company or business web page/site
in a manner, which makes the Licensed Products distinctive and
enhances the recognition of the Brand and the Licensed Products to
the mutual benefit of the Parties. Products other than Licensed
Products bearing the Licensed Marks may be displayed on the web
page/site only with the written approval of Licensor. Licensee
shall provide a link from its web page/site to Licensor’s web
page/site. Licensor shall approve any display of the Licensed
Products bearing the Licensed Marks on Licensee’s web
page/site in writing prior to any display or use thereof. Licensee
shall establish its web page/site within forty-five (45) days of
the Effective Date of this Agreement and shall update its web
page/site on a monthly basis. Licensee shall also provide
institutional signage in all warehouse locations.
9. LABELING
9.1 Licensee agrees
that it will cause to appear on or within each Licensed Product
manufactured, sold, and/or distributed under this Agreement and on
or within all advertising, marketing, promotional, or display
material bearing the Licensed Marks, the appropriate trademark and
copyright notices, markings, and/or designations, and/or any other
notice requested by Licensor. In the event that any Licensed
Product is distributed and/or sold in a carton, container, packing
and/or wrapping material bearing the Licensed Marks, such notices
shall also appear upon the said carton, container, packing, and/or
wrapping material.
9.2 The Parties further agree that
should any of the Licensed Products be manufactured, distributed,
or sold without the appropriate or requested trademark and
copyright notices, markings, and/or designations, in addition to
any other rights it may have, Licensor may demand the removal of
the offending product from distribution and sale, and may remove
that product from the list of Licensed Products and may also
terminate this Agreement.
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10. PROMOTIONAL MATERIAL
Licensee
will run full-page advertising in trade publications to ensure
retail recognition for the Brand in the appropriate marketplace.
Licensee will use its best efforts to convey to the market that it
is a licensee of the Brand, including but not limited to placing
signage depicting the Brand prominently at Licensee's corporate
offices and showrooms, and on Licensee's corporate stationery,
point of sale, marketing and other materials. No advertising,
marketing, promotional, and display materials, or other artwork
shall be used without prior written approval by Licensor. The
Parties further agree that all artwork and designs involving the
Licensed Marks shall be produced under appropriate “work for
hire” provisions, or are hereby assigned to and shall remain
the property of Licensor, notwithstanding their creation by
Licensee or others. Licensee shall ensure that, prior to its
utilizing any non-employees to create advertising, marketing,
promotional, and display materials or other artwork, advertising
copy, and/or other copyrightable materials related to the Licensed
Marks, such persons or entities shall have executed the necessary
valid agreements to convey the ownership and copyrights to these
items to Licensor.
11. CONSULTATION
11.1 Licensor and Licensee agree
to have meaningful consultation with each other regularly
throughout the Term of this Agreement and any renewal or extension
thereof.
11.2 Ms. Xxxxx Xxxxxxx is the
Chief Brand Advisor of the Brand and Xxxxxx Xxxxxxx is the
Co-Founder of the Brand. In addition to the services provided by
the Brand Advisor and Co-Founder, Licensor hereby designates
Xxxxxxx Xxxxxxxxx, Xxxxx Xxxxxxx, Xxx Xxxxxxxx and Xxxxx Xxxxxx to
serve as liaisons with Licensee. Licensor may designate additional
members of the Licensor’s team to serve as its liaison with
Licensee. Licensor reserves the right to change, modify,
supplement, and/or alter this designation in any way and at any
time in its sole and unfettered discretion.
12. PROFESSIONAL CALENDAR
Licensee agrees to
provide Licensor with a full and complete, professional calendar of
all trade shows, meets, sales calls, including but not limited to,
acceptances and rejections of the products, in order to allow the
Parties the finest mutual cooperation for sale of merchandise and
public relations, including, but not limited to any social media
strategy.
13. RECORDING AND FILMING – EE1
13.1 Except as provided herein,
under no circumstance shall any recording be made by Licensee or
anyone acting on behalf of Licensee in any manner whatsoever,
whether on video or audio tape, film, celluloid, and/or by any
other means possible, of Xx. Xxxxxxx in connection with any
appearance provided under this Agreement, including without
limitation all personal appearances and photo sessions, without the
express prior written approval of Licensor. The creation of any
content to be exploited in any media, now or hereafter existing,
pursuant to this Agreement shall be exclusively provided by Encore
Endeavor 1 LLC, a California limited liability basis, on a
“work for hire” basis with Licensor as the sole owner
of the results and proceeds of such services. The Parties
understand and agree that a portion of the compensation paid to
Licensor hereunder may be allocated to Encore Endeavor 1 LLC due to
the nature of its exclusive relationship with Licensor and
Licensee.
13.2 Ms. Xxxxx Xxxxxxx and Xxxxx
Xxxxxxx are union members of Guild/Union Requirements (SAG-AFTRA)
and Licensee will make payments accordingly for any audio or visual
recordings.
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14. LICENSOR’S RIGHTS
14.1 Nothing in this Agreement
shall be construed to prevent Licensor from granting any other
license for the use of the Licensed Marks or from utilizing the
Licensed Marks in any manner whatsoever.
14.2 Licensee agrees that rights
not specifically granted to Licensee are reserved by Licensor and
may be freely exploited by Licensor without
limitation.
15. PROTECTION OF LICENSOR’S RIGHTS
15.1 Licensee agrees that during
the term of this Agreement, or thereafter, it will not register or
attempt to register any of the Licensed Marks, nor will Licensee
form or incorporate any entity under a name that includes the
Licensed Marks. Licensee will not attack the title or any rights of
Licensor in and to the Licensed Marks or the Licensed Products or
attack the validity of this Agreement.
15.2 Licensee further agrees to
cooperate fully and in good faith with Licensor for the purpose of
securing and preserving Licensor’s rights in and to the
Licensed Marks.
15.3 Licensee also agrees to assist
Licensor to the extent necessary in the procurement of any
protection or to protect any of Licensor’s rights to the
Licensed Marks.
15.4 Licensee acknowledges that
Licensor has sole and exclusive ownership of all right, title, and
interest in and to the Licensed Marks and any registrations that
have been issued or may be issued thereon.
15.5 Nothing contained in this
License Agreement shall give Licensee any right, title or interest
in or to the Licensed Marks except for the rights expressly
licensed by this License Agreement, and subject to its terms and
conditions.
15.6 Adaptations and modifications
of Licensed Marks prepared under this License Agreement shall be
included as part of the Licensed Marks, including, without
limitation, Licensor’s ownership thereof.
15.7 All registrations for
intellectual property, Internet domain names and social media
user/screen names in the Licensed Marks are to be applied for and
obtained exclusively in Licensor’s name. Licensee shall not
file or register any intellectual property applications or seek any
Internet domain name and/or social media user/screen name
registration in the Licensed Marks, Licensed Products or any
derivations, improvements, variations or modification thereof,
without Licensor’s prior written approval.
15.8 Licensee shall notify
Licensor, or its designated representative, prior to entering into
any agreement with any individual, company or business, for sales
outside the United States of any Licensed Product, to permit the
timely filing of foreign and/or international trademark and
copyright applications, or other intellectual property protection,
covering the Licensed Marks, in Licensor’s sole
discretion.
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15.9 Licensee agrees to cooperate
fully and in good faith with Licensor for the purpose of securing
and preserving Licensor’s rights in and to the Licensed
Marks. In the event there has not been a previous registration of
any Licensed Xxxx and/or any material relating thereto for a
particular Licensed Product, Licensor may register and maintain, at
Licensee's expense, trademarks and/or service marks in the
appropriate class(es) and/or copyrights in the name of Licensor.
Licensee is not permitted to register any copyright, trademark,
and/or service xxxx on behalf of Licensor. It is further agreed
that nothing contained in this Agreement, and no act or omission by
Licensor and/or by Licensee shall be construed as an assignment or
grant to Licensee of any right, title, or interest in or to the
Licensed Marks, it being understood that all rights relating
thereto are reserved by Licensor, except for the license hereunder
to Licensee of the right to use and utilize the Licensed Marks only
as specifically and expressly provided in this
Agreement.
16. WARRANTIES AND INDEMNIFICATION
16.1 Licensor hereby indemnifies
Licensee and undertakes to hold it harmless against any claims or
suits, demands, losses, injuries, liabilities costs, judgments,
arbitration awards, license fees, settlement, damages and expenses
(including reasonable attorneys’ fees and costs, whether or
not any legal proceeding is commenced) (“Losses”) for
trademark infringement arising solely out of the validity of the
rights to the Licensed Marks and from Licensee’s use of the
Licensed Marks as granted herein, provided that prompt written
notice is given to Licensor within ten (10) days of any such claim
or suit, and provided, further, that Licensor shall have the option
to undertake and conduct the defense of any suit so brought, and no
settlement of any such claim or suit is made without the prior
written consent of Licensor. Licensor’s indemnification under
this Section 16.1 shall be apportioned and limited to only the
portion of, and extent that, such Losses are, or are claimed to be,
proximately caused by or attributable specifically to
Licensee’s use of Licensed Marks in a manner permitted by
this License Agreement. It is further agreed that Licensor reserves
the unfettered right to select counsel to defend any such
claims.
16.2 Licensee shall defend,
indemnify, and hold Licensor harmless against any and all actions,
claims, demands, lawsuits, loss, costs, damages, judgments,
liabilities, license fees, settlement or expenses incurred,
claimed, obtained, or sustained, including without limitation
attorneys’ fees and costs, of any nature whatsoever, whether
in law or in equity, including without limitation claims relating
to or allegedly relating to the design, manufacture, sale,
purchase, use, advertising, marketing, and/or distribution of any
Licensed Product, whether for personal injury, product liability,
intellectual property infringement, dilution, misappropriation or
otherwise. Licensor reserves the right to select counsel to defend
and/or bring any such claims. Notwithstanding Licensor’s
right to the choice of counsel, Licensee shall solely be
responsible for any and all attorneys’ fees, costs, and
expenses relating to any and all such actions.
16.3 Licensor makes no
representations or warranties with respect to the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product manufactured, sold, and/or distributed by
Licensee and disclaims any liability arising out of the design,
manufacture, sale, purchase, use, marketing, and/or distribution of
any Licensed Product, and any such express or implied warranties
are hereby disclaimed and Section 16.2 shall apply.
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16.4 Licensee represents and
warrants to Licensor that: (i) Licensee has the full power and
authority to enter into this License Agreement on behalf of
Licensee and to perform all of Licensee’s material
obligations pursuant to this License Agreement, and that the
Licensed Products manufactured, sold, and/or distributed by
Licensee under this Agreement shall be suitable for the purpose for
which they are intended to be used and shall comply with all
applicable Federal, State, and local laws, and industry
standards, (ii) Licensee
will not harm or misuse the Licensed Property or bring the Licensed
Marks into disrepute, (iii) except as specifically provided in this
License Agreement, Licensee will not create any expenses chargeable
to Licensor or Ms. Ireland without the express prior written
approval of Licensor, (iv) all Licensed Products (and the content
contained or used in the Licensed Products) designed, developed,
marketed, distributed, published, performed or sold by Licensee
pursuant to this License Agreement do not, and will not, infringe
any intellectual property right or any personal right of any third
party, and (v) Licensee will not knowingly permit, do or commit any
act or thing that would degrade, tarnish or deprecate or disparage
the Licensed Property or Licensor’s or Ms. Ireland’s
public image in society or standing in the community, or prejudice
Licensor or Ms. Ireland and that it will terminate such activities
promptly upon written notice, and failure to do so constitutes a
material breach of this License Agreement. Licensee acknowledges
and agrees that there are no warranties, guarantees, conditions,
covenants, or representations by Licensor as to marketability,
fitness for a particular purpose, or other attributes of the
Licensed Products, whether express or implied (in law or in fact),
oral or written.
16.5 Licensee shall provide
Licensor with prompt written notice of any lawsuits or threatened
lawsuits, or other significant developments, investigations,
claims, or final refusals in which Licensee is or may be named as a
party or for which Licensee is obligated or has agreed to indemnify
any party, and Licensee shall thereafter provide Licensor with
periodic written updates concerning relevant developments in any
such lawsuits as they arise.
16.6 For purposes of this
Section 16, the term “Licensor” shall mean
Licensor and, without limitation, any of its agents, employees,
servants, representatives, parents, subsidiaries, affiliates,
officials, directors, officers, shareholders, owners, attorneys,
divisions, branches, units, affiliated organizations, successors,
predecessors, contractors, assigns, and all persons acting by,
through, under, or in concert with them, past or
present.
17. INSURANCE
17.1 Licensee represents that it
has obtained, and agrees to maintain, at its own expense, in full
force and effect at all times during which the Licensed Products
are being manufactured, sold, and distributed, insurance for bodily
injury, advertising injury, property damage, and product liability
from a recognized insurance company approved by Licensor, which is
qualified to do business in the State of California, providing
protection at least in the amount of $5,000,000 per occurrence and
$5,000,000 in the aggregate for Licensor and for Licensee against
any actions, claims, demands, lawsuits, loss, costs,
attorneys’ fees, damages, judgments, and liabilities of any
nature whatsoever relating to the Licensed Products. As proof of
such insurance, a fully paid certificate of insurance naming
Licensor (as defined above) as Licensee shall submit an insured
party to Licensor for Licensor’s prior written approval
before any Licensed Product is manufactured, sold, or distributed.
Any proposed change in certificates of insurance shall be submitted
to Licensor for its prior written approval. Licensor shall be
entitled to a copy of the prevailing certificate of insurance,
which shall be furnished to Licensor by Licensee. The
certificate(s) shall conform to the language requirements set out
in Exhibit E
attached hereto.
17.2 For purposes of this
Section 17, the term “Licensor” shall mean
Licensor and, without limitation, any of its agents, employees,
servants, representatives, parents, subsidiaries, affiliates,
officials, directors, officers, shareholders, owners, attorneys,
divisions, branches, units, affiliated organizations, successors,
predecessors, contractors, assigns, and all persons acting by,
through, under, or in concert with them, past or
present.
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18. INSOLVENCY; CHANGE OF CONTROL
18.1 If Licensee files a petition
in bankruptcy or is adjudicated a bankrupt or if a petition in
bankruptcy is filed against Licensee, or if it becomes dissolved,
or becomes insolvent or unable to pay or discharge its liabilities
in the ordinary course of business, or if Licensee assigns the
whole or any substantial part of its assets or undertakings for the
benefit of creditors or makes an assignment for the benefit of its
creditors or any similar arrangement pursuant to any federal or
state law, compulsory or voluntarily, or if a receiver or other
similar officer is appointed for the whole or any part of the
assets or undertakings of Licensee or its business, or if Licensee
stops payment to its creditors generally, or ceases or threatens to
cease to carry on its business or any substantial part thereof, or
if Licensee merges or consolidates with or into any other
corporation, or directly or indirectly sells or otherwise
transfers, sells, or disposes of all or a substantial portion of
its business or assets, or if a third party who does not own stock
acquires a majority of the voting stock of Licensee, Licensor may
terminate this Agreement by giving notice to Licensee of its
intention to terminate and such termination shall be effective
immediately. In the event this Agreement is so terminated,
Licensee, its receivers, representatives, trustees, agents,
administrators, successors, and/or assigns shall have no right to
sell, exploit, or in any way deal with or in any Licensed Products
covered by this Agreement or any related advertising, marketing,
promotional, and display materials, including without limitation
cartons, containers, packing, and wrapping materials, except with
and under the special consent and instructions of Licensor in
writing, which they shall be obligated to follow.
18.2 In the event this Agreement is
so terminated under this Section 18, Licensee, its receivers,
representatives, trustees, agents, administrators, successors,
and/or assigns shall have no right to sell, exploit, or in any way
deal with or in any Licensed Products covered by this Agreement or
any related advertising, marketing, promotional, and display
materials, including without limitation cartons, containers,
packing, and wrapping materials, except with and under the special
consent and instructions of Licensor in writing, which they shall
be obligated to follow.
19. TERMINATION
19.1 Except as otherwise provided
herein, in the event either party breaches or fails to perform any
of its material duties and obligations pursuant to the terms of
this Agreement, the non-breaching party shall have the right to
terminate this Agreement upon thirty (30) days’ notice in
writing, and such notice of termination shall become effective
unless the breaching party shall remedy the breach within the
thirty (30) day period to the reasonable satisfaction of the
non-breaching party. The Parties agree to make a reasonable effort
to resolve any disputes or breaches prior to exercising the right
of termination.
19.2 Termination of this Agreement
shall be without prejudice to any rights, which Licensor may
otherwise have against Licensee. Upon the termination of this
Agreement, notwithstanding anything to the contrary herein, all
royalties on sales theretofore made and any other monies owed,
shall become immediately due and payable, and all rights and
licenses granted hereunder shall cease and revert to Licensor.
Further, Licensee will withdraw or cancel any governmental filings
made on its behalf that include the Licensed Marks. Licensee shall
immediately cease and desist from using the Licensed Marks in any
way. Unless otherwise stated in this Agreement, Licensee shall have
no right to sell, exploit, or in any way deal with or in any
Licensed Products covered by this Agreement or any related
advertising, marketing, promotional, and display materials,
including without limitation cartons, containers, packing, and
wrapping materials, except with and under the special consent and
instructions of Licensor in writing, which they shall be obligated
to follow. Licensee shall immediately return any and all
Confidential Information of Licensor to Licensor, as well as
marketing and advertising materials bearing the Licensed
Marks.
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19.3 Upon the natural expiration or
termination of this Agreement, neither Party shall make any
publicly disparaging comments regarding the other or its business,
whether written, oral, or electronic. This provision shall survive
the expiration or termination of this Agreement. However, nothing
herein shall limit either Party’s right to arbitration or
other judicial remedies as set out in this Agreement.
19.4 Licensee acknowledges that a
failure (except as otherwise expressly provided herein) to cease
the manufacture, sale, transmission, broadcast or distribution of
the Licensed Products upon the terminations or expiation of this
License Agreement will result in immediate and irreparable damage
to Licensor. Licensee further acknowledges that there is no
adequate remedy at law for such failure to cease manufacture, sale
or distribution, and in the event of such failure, Licensor shall
be entitled to equitable relief and such further relief as a court
or agency with jurisdiction may deem just and proper.
19.5 Upon termination or expiration
of this Agreement, all of the rights granted hereunder to Licensee,
and all rights, title and interest in and to the Licensed Marks,
including but not limited to, patent, industrial design, copyright,
trademark, service xxxx, trade dress and all improvements,
additions and changes thereto, trade secret rights, and goodwill
relating to the Licensed Marks, shall revert to Licensor. Licensee
agrees to promptly execute all documents that may be reasonably
necessary to effect the foregoing. This right and obligation shall
survive the terminations or expiration of this License
Agreement.
20. FORCE MAJEURE
The
Parties shall be released from their obligations hereunder, and
this Agreement shall terminate in the event that governmental
regulations or other causes arising out of a state or national
emergency or war or causes beyond the control of the Parties render
performance impossible, and one Party so informs the other in
writing of such causes and its desire to be so released. In such
event, all royalties on sales and all other monies due, theretofore
made shall become immediately due and payable to
Licensor.
21. NOTICES
Any
notice, communication, statement, payment, or legal service of
process required or permitted under this Agreement shall be in
writing and shall be effective when hand delivered; or on the date
when the notice, communication, statement, payment, or legal
service of process is transmitted by confirmed electronic facsimile
(with a confirmation copy sent by mail); or the day after the
notice, communication, statement, payment, or legal service of
process is sent by reputable overnight air courier service (e.g.,
Federal Express). All such communications shall be sent to the
Parties at the notice addresses listed below or to such other
persons and the Parties to each other may designate notice
addresses as in writing.
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|
If to Licensor:
|
I|M1, LLC
0000 Xxxxxx Xxxx, Xxxxx 000
Xxxxxxxxx, XX 00000
Attention: Xxxx Xxxxxxx - CFO
Email: xxxx@xxxxxxxxxxx.xxx
|
|
With a copy to:
|
Xxxx Xxxxxx
0000 Xxxxxx Xxxx, Xxx 000
Xxxxxxxxx, XX 00000
xxxxxxx@xxxxxxxxxx.xxx
And
Xxxx Xxxxxxxx
XX Xxx #0000
Xxxxxx Xxxxxx, XX 00000
Facsimile: 000 000-0000
Attention: Xxxx Xxxxxxxx
Email: xxxxxxxxx@xxxxxxxxxxxxxxx.xxx
|
|
|
|
|
If to Licensee:
|
Kure Corp.
0000 Xxxxxxxxxxxx Xxxx, Xxxxx X,
Xxxxxxxxx, XX 00000
Attention: Xxxxx Xxxxxx
Email: xxxxx.xxxxxx@xxxxxxxxxxx.xxx
|
22. NEGATION OF AGENCY
Licensee is an
independent contractor with respect to Licensor. Nothing contained
herein shall be deemed to create an agency, joint venture,
franchise, or partnership relation between the Parties, and neither
Party shall so hold itself out. Licensee shall have no right to
obligate or bind Licensor in any manner whatsoever, and nothing
contained in this Agreement shall give, or is intended to give, any
rights of any kind to any third person(s).
23. ASSIGNABILITY
23.1 This Agreement shall inure to
the benefit of Licensor, its successors, and assigns, but will be
personal to Licensee, and shall be assignable by Licensee only with
the prior written consent of Licensor. Licensee shall not mortgage,
assign, sub-license, or otherwise encumber this Agreement without
the prior written consent of Licensor. Licensor shall be entitled
to assign this Agreement to any third party with notice to
Licensee, including any such assignment in connection with the sale
or transfer of Licensor’s business, provided, however, that
Licensor shall have the option to terminate this Agreement in lieu
of assignment to any successor of Licensor’s business in
connection with any such sale or transfer.
23.2 In the event Licensor
terminates this Agreement in connection with a sale of its
business, Licensee shall have a period of six (6) months from the
effective date of termination in which to sell off its inventory of
Licensed Products, subject to the terms and conditions of this
Agreement, including paying Royalties.
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24. MODIFICATION AND WAIVER
24.1 Except as otherwise provided
herein, no agreement or understanding purporting to add to or to
modify the terms and conditions of this Agreement shall be binding
unless agreed to by the Parties in writing. Any terms and
conditions set forth in any forms used by the Parties, which are in
conflict with the terms and conditions of this Agreement, shall be
void and have no effect. The Parties further agree that the
Exhibits to this Agreement may be modified, amended, altered,
and/or supplemented from time to time in writing signed by
authorized representatives of the Parties.
24.2 It is agreed that no waiver by
either Party hereto or any breach or default of any of the
provisions set forth herein shall be deemed a waiver as to any
subsequent and/or similar breach or default.
25. GOVERNING LAW
25.1 This Agreement shall be
construed in accordance with and the laws of the State of
California which shall govern all disputes relating hereto without
giving effect to any conflicts of law provisions. The Parties agree
that any and all disputes, controversies or claims arising out of,
regarding, or in any way relating to the interpretation,
application, or enforcement of this Agreement, or any matter
reasonably related thereto, shall be handled by way or arbitration
and administered by and in accordance with the JAMS streamlined
Arbitration Rules and Regulations (the ''JAMS Rules '') of the
Judicial Arbitration and Mediation Service in effect at the time of
any such proceedings. Such arbitration shall be the sole,
exclusive, and final remedy for resolving any such claims and
disputes. Judgment on the final award rendered by the arbitrator
may be entered into in any court of competent jurisdiction and
shall be final and binding upon the Parties.
25.2 Notwithstanding the foregoing,
the Parties may seek provisional relief, including a preliminary
injunction or temporary restraining order, in any federal or state
court of competent jurisdiction located in Los Angeles, California,
without prejudice to the above described arbitration procedures, if
in that Parties sole judgment such provisional relief is necessary
to avoid an irreparable injury or to preserve the status quo. Never
the less, the arbitration procedure set forth in this Section 25 is
intended to be the sole and exclusive method of resolving any
claims arising out of, relating to, or regarding this
Agreement.
26. CONFIDENTIALITY
26.1 The Parties agree that the
terms, conditions, and subject matter of this Agreement constitute
confidential and proprietary information belonging to Licensor.
Licensee agrees not to divulge any confidential and proprietary
information pertaining to Licensor or this Agreement to any third
party without prior written consent of Licensor. Licensee shall
take any and all lawful measures to prevent the unauthorized use
and/or disclosure of such confidential information, and to prevent
unauthorized persons or entities from obtaining or using such
information. Licensee further agrees to refrain from directly or
indirectly taking any action, which would constitute or facilitate
the unauthorized use or disclosure of such confidential
information. Licensee may disclose such confidential and
proprietary information to its officers, directors, employees,
agents, and authorized representatives to the extent necessary to
enable Licensee to perform its obligations under this Agreement,
provided that said officers, directors, employees, agents, and/or
authorized representatives execute an appropriate confidentiality
agreement approved by Licensor, which by its terms shall be
enforceable by injunctive relief. Licensee shall be liable for any
unauthorized use and disclosure of such confidential information by
its officers, directors, employees, agents, and authorized
representatives, including without limitation its attorneys and
accountants. The Parties further agree that any breach or
threatened breach of this Section 26.1 would cause irreparable harm
to Licensor, that a remedy at law or in damages would be
inadequate, and that the provisions of this Section 26.1 may be
enforced by way of injunctive relief in addition to any other
rights available to Licensor in law or in equity.
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26.2 For purposes of this
Agreement, “confidential and proprietary information”
includes, but is not limited to, the terms, conditions, and subject
matter of this Agreement, and Licensor’s business, including
any financial, cost, pricing, and royalty information; product
development, business, marketing, promotion, distribution, sales,
sales plans, and strategies; information concerning
Licensor’s product development and intellectual property;
information concerning manufacturing processes relating to the
Licensed Products, or trade secrets. The foregoing confidentiality
obligations shall not apply to information that: (1) was
previously known to the recipient free of any obligation to keep it
confidential; (2) was independently developed by recipient; or
(3) is or becomes publicly available by means other than the
unauthorized disclosure by recipient.
26.3 In the event that any judicial
or regulatory authority requests or requires disclosure of any
Confidential Information of the other party, the receiving party
shall promptly notify the disclosing party of the requested or
required disclosure and shall cooperate with the disclosing party
in any effort to avoid or limit such disclosure.
27. ENTIRE AGREEMENT AND ADMISSIBILITY
This
Agreement constitutes the complete understanding between the
Parties and supersedes any and makes void any and all prior
agreements, promises, representations, or inducements, no matter
their form, concerning the subject matter of this Agreement. The
Parties desire that this Agreement represent a single and
completely integrated contract expressing the entire agreement of
the Parties with respect to the subject matter of this Agreement.
No promises, agreements, or modifications to this Agreement made
subsequent to the execution of this Agreement by the Parties shall
be binding unless reduced to writing and signed by authorized
representatives of the Parties. The Parties to this Agreement agree
that this Agreement may be used as evidence in any subsequent
proceeding in which any Party alleges a breach of this Agreement or
seeks to enforce its terms, provisions, or
obligations.
28. SEVERABILITY
Whenever possible,
each provision of this Agreement shall be interpreted in such a
manner to be effective and valid under applicable law. Should any
of the provisions or terms of this Agreement be determined illegal,
invalid, or unenforceable by any court of competent jurisdiction,
validity of the remaining parts, terms, or provisions shall not be
affected thereby, and said illegal, invalid, or unenforceable part,
term, or provision shall be deemed not to be a part of this
Agreement.
29. RECITALS AND HEADINGS
The
terms of this Agreement are contractual, not a mere recital, and
are the result of joint negotiations between, and joint drafting
by, the Parties, and are therefore not to be construed in favor of
or against either Party. All recitals are incorporated by reference
into this Agreement. Caption and Section headings are used for
convenience and reference only, are no part of this Agreement, and
shall not be used in interpreting, construing, defining, limiting,
extending, or describing the scope of this Agreement, or any
provision hereof, in any way.
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30. ATTORNEY REPRESENTATION, FEES AND
COSTS
The
parties understand and agree that this Agreement is being prepared
as an accommodation to the parties by a business advisor on behalf
of a shareholder in both parties, and such business advisor is
neither (a) acting in any legal capacity, nor (b) representing
either party in any legal or business capacity. This Agreement
represents the agreement between the parties, which has been
reduced to writing by a third party. Each party should seek their
own legal counsel for review and negotiation prior to execution.
Should any action be necessary to enforce the terms of this
Agreement, the prevailing Party will be entitled to recover
reasonable attorneys’ fees and costs.
31. EXECUTION OF COUNTERPARTS
This
Agreement may be executed in two or more duplicate bond or
facsimile counterparts, each of which shall be considered an
original, but all of which together shall constitute one and the
same instrument, and in pleading or proving any provision of the
Agreement, it shall not be necessary to produce more than one such
counterpart.
32. EQUITABLE RELIEF
The
Parties acknowledge that the subject matter of this Agreement
relates to services and rights, which are extraordinary and unique
and which cannot be replaced or adequately compensated in money
damages, and any breach by Licensee of this Agreement will cause
irreparable injury to Licensor.
[signature page
follows]
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Kure
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IN
WITNESS WHEREOF, the Parties hereto have caused this instrument to
be duly executed as of the day and year first above
written.
Licensor:
I|M1, LLC
/s/ Xxxxxxx Xxxxxxxxx
Xxxxxxx
Xxxxxxxxx, President
Licensee:
Kure Corp.
/s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx, CEO
Kure Franchise,
LLC, by its manager,
Kure Corp.
/s/ Xxxxx Xxxxxx
Xxxxx
Xxxxxx, CEO
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Kure
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EXHIBIT A
LICENSED XXXX
1. Only
for the Licensed Products specified in Exhibit B
to this Agreement and only as shown in
the following specimen(s):
●
I’M1
●
I|M1
2. Examples on Brand Partner Resource link; upon
Licensees signature a password will be
provided.
Licensor may designate other supporting brands or categories, in
writing from time to time.
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Kure
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EXHIBIT B
LICENSED PRODUCTS ANDCHANNELS OF DISTRIBUTION
1. The
following list sets forth the Licensed
Products:
a.
E-liquid (or e-juice) branded under the Licensed
Marks.
b.
Vaporizers branded under the Licensed
Marks.
c.
Mods branded under the Licensed
Marks.
d.
Atomizers branded under the Licensed
Marks.
e.
Tanks branded under the Licensed
Marks.
f.
Drip Tips branded under the Licensed
Marks.
g.
Other vape related hardware to be approved by
Licensor branded under the Licensed Marks.
h.
Subject to Section 3 of this Exhibit
B, all products sold by any
retail store location (whether corporate owned, franchise or
otherwise) to the extent that the name of such retail store
location bears the brand name of a Licensed Xxxx (regardless of
whether the individual product is branded under the Licensed
Marks). For Illustration Purposes, products sold by a
“Kure” corporate or franchise branded retail store
which are not branded under the Licensed Marks will not be deemed a
Licensed Product; however, products sold by an
“I’M1” corporate or franchise branded retail
store which are not separately branded under the Licensed Marks
will be deemed a Licensed Product.
2. Retail
vape stores owned, franchised or otherwise licensed by
Licensee, and, retail websites owned and operated by
Licensee in the above channels.
3. The
Licensed Marks shall not be used by Licensee as a brand name for
any retail store which is offered under a franchise agreement or
similar arrangement with Licensee. The terms of any such use of the
Licensed Marks with respect to such a franchise retail store shall
be separately agreed to prior any such use of the Licensed
Marks.
4. Except
any mass market and low tier department stores (i.e., Wal-Mart,
K-Mart, Target, and Sears), as well as club stores (i.e.
Sam’s), are specifically excluded from
the approved Channels of Distribution under this
Agreement.
5. Licensor shall have prior approval rights relating
to any internet retailers not belonging to retailers in the
approved Channels of Distribution set forth above, which will be
reviewed on an individual basis by Licensor.
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EXHIBIT C
CODE OF CONDUCT
行为守则
1. PURPOSE: [LICENSEE] is committed to using only
manufacturers to strive to conduct business in a highly
professional and ethical manner. This document outlines those
commitments each facility makes in respect to its compliance with
applicable law and tis personal practices and
policies.
目的：[被许可人]承诺只使用了力争在一个高度专业和道德的方式开展业务的厂家。本文概述了这些各设施使得在尊重其遵守适用的法律和个人的做法和政策的承诺。
2. CHILD
LABOR: The facility agrees not to use child labor in the
manufacturing, or distribution of the Goods. The term
“child” refers to a person younger than the local legal
minimum age for employment or the age for completing compulsory
education; provided, however, in no event shall the Facility use
any person below the age of (15) fifteen. The Facility also agrees
to comply with all other Laws applicable to employees, regardless
of the age of an employee.
童工：该中心同意不使用童工在制造，或货物配送。
“童工”是指一个人年龄低于当地法定最低就业年龄或年龄在完成义务教育;
提供的，但是，在任何情况下，基金使用任何人（15）15岁以下。该基金还同意遵守适用于所有员工的其他法律，不论雇员的年龄。
3. FORCED
LABOR: The Facility agrees to employ only persons whose presence is
voluntary. The Facility agrees not to use any forced or involuntary
labor, whether prison, bonded, indentured or
otherwise.
强迫劳动：该基金同意只雇用人员，其存在是自愿的。该基金同意不使用任何强迫或非自愿劳动，无论是监狱，保税，契约或其他方面。
4. ABUSE
OF LABOR: The Facility agrees to treat each employee with dignity
and respect and not to use corporal punishment, threats of
violence, or other forms of physical, sexual, psychological or
verbal harassment or abuse.
滥用劳动：该基金同意把每个员工的尊严和尊重，不使用体罚，暴力威胁或其他形式的身体，性，心理或言语上的骚扰或虐待。
5. NON-DISCRIMINATION: The Facility agrees not to
discriminate in hiring and employment practices, including salary,
benefits, advancement, discipline, termination, or retirement on
the basis of race, religion, age, nationality, social or ethnic
origin, sexual orientation, gender, political opinion or
disability.
不歧视：该基金同意不会在雇佣和招聘活动，包括工资，福利，晋升，纪律，终止或退休种族，宗教，年龄，国籍，社会或民族，性取向，性别的基础上歧视，政治观点或残疾。
6. ASSOCIATION: The Facility agrees to follow
employees to organize and bargain collectively without penalty or
interference in accordance with local Laws.
关联关系：该基金同意遵守雇员组织和集体谈判不受处罚或干预按照当地的法律。
7. WAGES,
DENEFITS AND WORKING HOURS: The facility recognizes that wages are
essential to meeting employee’s basic needs. The Facility
agrees to comply, at a minimum, with all applicable wages and hour
Laws, including minimum wage, overtime hours, maximum hours, piece
rates and other elements of compensation and shall provide legally
mandated benefits.
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Kure
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工资，福利和工作时间：该厂认识到，工资是必要的，以满足员工的基本需求。该基金同意遵守，至少，所有适用的工资和工时的法律，包括最低工资，加班，最长工时，计件工资和补偿等内容，并应提供法定福利。
8. HEALTH
AND SAFETY: The Facility agrees to provide employees with a safe
and healthy workplace environment in accordance with all applicable
Laws, ensuring at a minimum, reasonable access to potable water and
sanitary facilities, fine safety and adequate lighting and
ventilation. The Facility also agrees to ensure that the same
standards of health and safety are applied to any housing it
provides for employees.
健康和安全：该基金同意为员工提供一个安全和健康的工作环境符合所有适用法律，确保在最低限度，合理获得饮用水和卫生设施，精美的安全性和足够的照明和通风。该基金也同意，以确保健康和安全的相同标准适用于它提供了雇员的住房
9. COMPLIANCE: The Facility agrees to take
appropriate steps to ensure that the provisions of the COC are
communicated to its employees, including by prominent posting a
copy of this COC in the local language on one or more bulletin
boards in places readily accessible to employees at all
times.
合规性：本基金同意采取适当措施，以确保奥委会的规定传达给员工，其中包括由著名张贴在当地语言的一个或多个电子公告板的名额该行为准则的副本容易获得员工的所有次。
10. ENVIRONMENT: Business partners should share our
concern for the environment and adhere to their local and national
laws regarding the protection and preservation of the
environment.
环境：业务合作伙伴应该分享我们对环境的关注，并坚持对环境的保护和维护当地和国家法律。
11. LEGAL
REQUIREMENTS: Business partners should be in compliance with all
legal requirements involved in conducting the
business.
法律要求：业务合作伙伴应符合参与开展业务的所有法律要求。
12. Our
Business Partners are required to provide full access to their
facilities and those of their manufacturers, vendors and
subcontractors, and to release records relating to employment
practices. We may conduct on-site inspections of facilities to
monitor the standards and assure the quality of our
products.
我们的业务合作伙伴必须提供完全访问他们的设备和那些他们的制造商，供应商和分包商，并发布有关用工行为记录。我们可以进行现场视察设施，以监控标准，确保了产品的质量。
Please report Violations Anonymously by emailing to:
xxxx@xxxxxxxxxxx.xxx
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Kure
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EXHIBIT D
Approved Royalty Report Form
●
Example
Royalty Reports are set forth on the Brand Partner Resource link,
upon your signature a password will be provided
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Kure
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EXHIBIT E
REQUIRED INSURANCE CERTIFICATE
Under Description of Operations state the
following:
“Certificate Holder I|M1, LLC, I|M1 Holdings, LLC, Level
Brands, Inc., Xxxxxx Xxxxxxxx 0, XXX, XX0 Holdings, LLC,
Xxxxx Xxxxxxx, Xxxxx Xxxxxxx,
xxxxx xxxxxxx Worldwide, Inc., xxxxx xxxxxxx LLC, The
Sterling/Xxxxxxx Company, and their partners, owners,
subsidiaries, affiliates, directors, officers, managers and
employees are named additional insured with regards to liability
arising out of operations of the named
insured.”
The Certificate Holder should be listed as:
I|M1, LLC
0000 Xxxxxx Xxxx, Xxx. 000
Xxxxxxxxx, XX 00000
Attn: Xxxx Xxxxxxx
xxxx@xxxxxxxxxxx.xxx
Send copies of Certificate to:
Mitchka Lyonnais
xxxxxxxxx@xxxxx.xxx
Momentous Insurance Brokerage, Inc.
Xxxx Xxxxxxx
xxxx@xxxxxxxxxxx.xxx
I|M1, LLC
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EXHIBIT F
Millennium Development Goals
1. We
must eradicate extreme poverty and hunger!
2.
Achieve universal primary education.
3.
Promote gender equality and empower women.
4.
Reduce child mortality.
5.
Improve maternal health.
6.
Combat HIV/AIDS, Malaria, and other diseases.
7.
Ensure environmental sustainability.
8. Build global
partnerships for development.
9.
Bring opportunities of financial stability and healthcare to
American Veterans and their families.
10.
Stop Human Trafficking.
- END OF CONTRACT-
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