Free Branding Agreement

THIS BRAND LICENSING AGREEMENT ("Agreement") is entered into this 1st day of January 2050 by and between Luxe Apparel Co., a corporation organized and existing under the laws of New York, with its principal executive office located at 789 Oak Lane, Unit 12, Rivertown, NY 10001 (“Licensor”) and Scent Elegance Ltd., a corporation organized and existing under the laws of California, with its principal executive office located at 606 Ash Street, #789, Hillcrest, CA 90220 (“Licensee”).

1. GRANT OF LICENSE

Subject to the terms and conditions of this Agreement, the Licensor hereby grants the Licensee, and the Licensee accepts, a non-transferable, non-exclusive license to use the Luxe Apparel Co. Brand on or in connection with the production, marketing, distribution, and selling of the fragrance line.

2. TERM

The term of this agreement shall be for 2 years commencing on the 1st day of January 2050, unless earlier terminated as provided herein.

3. ROYALTIES AND PAYMENT TERMS

The licensee shall pay to Licensor a royalty fee at the rate of 20% of the net sales per calendar year or such other amounts agreed upon by both parties in writing. The Licensee shall make all payments on January 1 annually.

4. QUALITY CONTROL AND APPROVALS

The licensee agrees to adhere to the Licensor's quality control standards and will allow the Licensor to inspect the Licensee's operations for compliance with these standards. All products under this agreement must obtain written approval from Licensor prior to production and distribution.

5. INTELLECTUAL PROPERTY RIGHTS

All intellectual property rights, including trademarks, patents, and design rights, relating to the Luxe Apparel Co. Brand will remain solely with the Licensor. Licensee hereby acknowledges such ownership.

6. LIMITATION OF LIABILITY

Neither party shall be liable for any indirect, incidental, consequential, punitive, or special damages of any kind, even if such party has been informed in advance of the possibility of such damages.

7. INDEMNIFICATION

The licensee shall indemnify and hold harmless the Licensor against all liability, loss, damage, cost, or expense, including reasonable legal fees, arising from the manufacture, marketing, and selling of the fragrance line in accordance with this Agreement.

8. TERMINATION

Either party may terminate this Agreement if the other party breaches any of its material obligations and fails to cure such breach within thirty (30) days from receipt of written notice from the non-breaching party.

9. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of New York.

Luxe Apparel Co.

Signature: ___________________

Name: Aria Armstrong

Title: Marketing Specialist

Scent Elegance Ltd.

Signature: ___________________

Name: Leo Duncan

Title: Project Manager

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