Trademark Usage Agreement

This Trademark Usage Agreement (this “Agreement”) is made between you the (“Retailer”) and Westlife Distribution, LLC. (“Manufacturer”). Retailer owns or controls the trademarks, logos, brand names, designs, artwork, labels, packaging and other copyrighted works as so provided by Retailer to Manufacture for purpose of Manufacture co-branded products (collectively, the “Retailer Marks”). Manufacturer manufactures products for Retailer. Retailer wishes to authorize Manufacturer to apply the Retailer Marks to those products, purchase the products from Manufacture, and Manufacture to import them for Retailer, and for no other purpose. The Parties therefore agree as follows:

1. AUTHORIZATION BY ORDER

By you the Retailer placing an order with Manufacturer, you give Manufacturer authorization to use the Retailer Marks and to import products manufactured for Retailer bearing the Retailer trademark and logo, and you give Manufacturer the right to import such products. Each purchase order, order confirmation, specification sheet or written order instruction issued by Retailer (each, an “Order”) is, upon its issuance, Retailer’s written authorization and consent for Manufacturer to: (a) reproduce and apply the Retailer Marks to the products, their labels, hang tags, cartons, packaging and shipping documents; and (b) export, ship, import and clear customs for those products for delivery to Retailer or Retailer’s designated consignee. No separate authorization letter is required, and Manufacturer may present a copy of this Agreement together with the applicable Order to customs authorities, carriers and brokers as evidence of Retailer’s consent.

The authorization conferred by an Order is limited to the products, quantities, specifications and destinations stated in that Order, and expires when that Order has been fully delivered to Retailer or is cancelled or revoked by Retailer in writing.

2. LICENSE GRANT

Subject to this Agreement, Retailer grants Manufacturer a limited, non-exclusive, non-transferable, royalty-free, revocable license during the Term to use, reproduce, apply and affix the Retailer Marks solely to manufacture, assemble, label, package, mark, export and import products ordered by Retailer under an Order. No royalty is payable; the consideration is Retailer’s purchase of the products. All rights not expressly granted are reserved to Retailer, and nothing in this Agreement assigns or transfers ownership of any Retailer Mark.

3. PERMITTED USE ONLY

Manufacturer shall not use the Retailer Marks for any purpose other than filling Orders. Without limiting that restriction, Manufacturer shall not: (a) alter, modify or create derivative works of the Retailer Marks, or combine them with any other mark or design, except as Retailer specifies in writing; (b) produce or hold products, labels, packaging or artwork bearing the Retailer Marks in quantities exceeding those authorized by an Order, plus any overage Retailer approves in writing; (c) sell, distribute, divert, consign or otherwise transfer any products, overruns, seconds, samples or rejects bearing the Retailer Marks to any person other than Retailer or Retailer’s designated consignee; (d) use the Retailer Marks in its own marketing, on any website, catalog, marketplace listing or trade show display, or in any business or domain name; or (e) register or apply to register any Retailer Mark or any confusingly similar mark or copyright in any jurisdiction.

4. OWNERSHIP, QUALITY AND MARKING

Retailer is the sole owner of the Retailer Marks and all goodwill arising from their use, and all use by Manufacturer inures solely to Retailer’s benefit. Manufacturer shall not challenge Retailer’s ownership or the validity of the Retailer Marks. Manufacturer shall reproduce the Retailer Marks only in the form, color and proportion Retailer specifies, include all trademark, copyright and country-of-origin notices required by Retailer or by law, and manufacture all products in conformity with Retailer’s specifications and approved pre-production samples. Retailer may inspect the products and the facilities and records where they are made, stored or packed. Any artwork, design or label Manufacturer creates for the products is assigned to Retailer upon creation.

5. IMPORTATION AND CUSTOMS

Manufacturer is authorized to export, ship and cause the importation of products bearing the Retailer Marks into the destination country stated in the applicable Order, solely for delivery to Retailer or Retailer’s designated consignee. Manufacturer shall act as importer of record only if Retailer designates it in writing. Retailer shall, on reasonable request, provide such consent letters, authorizations or customs recordation confirmations as are reasonably necessary for those products to clear customs, and Manufacturer shall not use any such consent for any shipment other than products ordered by Retailer. Manufacturer shall comply with all applicable customs, labeling, product safety and trade laws.

6. NO SUBLICENSE; SUBCONTRACTORS

This authorization is personal to Manufacturer and may not be sublicensed, assigned or transferred. Manufacturer shall not use any subcontractor, printer or packager to make the products or reproduce the Retailer Marks without Retailer’s prior written approval and remains responsible for any approved subcontractor’s acts and omissions.

7. INDEMNITY

Manufacturer shall defend, indemnify and hold harmless Retailer from all claims, losses, damages, fines and expenses (including reasonable attorneys’ fees) arising from Manufacturer’s use of the Retailer Marks outside the scope of this Agreement, any unauthorized production, overrun or diversion, or Manufacturer’s breach of this Agreement. Retailer shall defend, indemnify and hold harmless Manufacturer from any third-party claim that use of the Retailer Marks strictly as authorized by an Order and this Agreement infringes that third party’s trademark or copyright rights.

8. TERM, REVOCATION AND EFFECT OF TERMINATION

This Agreement begins on the date first written submission of order, whether by email, digital medium, or ordering portal, above and continues until terminated by either Party on [thirty (30)] days’ written notice (the “Term”). Retailer may revoke or suspend the authorization immediately, without notice period, if Manufacturer uses the Retailer Marks outside the scope of this Agreement, produces overruns or diverts products, or subcontracts without approval. On termination Manufacturer shall immediately stop using the Retailer Marks, except to complete Orders Retailer directs it in writing to complete, and shall, at Retailer’s election, deliver to Retailer or destroy and certify destruction of all remaining products, labels, hang tags, packaging, artwork and printing plates bearing the Retailer Marks. Manufacturer has no right to sell off any goods bearing the Retailer Marks. The provisions on ownership, permitted use, indemnity and this Section survive termination. If Manufacturer terminates agreement due to lack of payment by Retailer to Manufacturer, Manufacturer can so choice best way to remedy lost revenue including but not limited to selling Retailer products with Retailer Marks to channels Manufacture uses in its other businesses.

9. GENERAL

The Parties are independent contractors, and this Agreement creates no partnership, agency or employment relationship. Unauthorized use of the Retailer Marks would cause Retailer irreparable harm, and Retailer may seek injunctive relief in addition to any other remedy. This Agreement governs use of the Retailer Marks; commercial terms of sale are governed by the applicable Order and any separate supply agreement, and this Agreement controls on matters of intellectual property. This Agreement is governed by the laws of [State/Country], excluding its conflict-of-laws rules and the U.N. Convention on Contracts for the International Sale of Goods, with exclusive jurisdiction in the courts of [venue]. Notices must be in writing and are effective on receipt. This Agreement is the Parties’ entire agreement on the use of the Retailer Marks and may be amended only in writing. If any provision is unenforceable, the remainder stays in effect.