This Vendor Agreement (this "Agreement") is made effective as 
by and between
In the Agreement, the party who is granting the right to use the Perfume will be referred to as "Liquid Reminiscence", and the party who is receiving the right to use the Perfume will be referred to as "Vendor".
The parties agree as follows:
GRANT OF LICENSE
1. Liquid Reminiscence owns the list of Perfume disclosed in Schedule 1 of this Agreement ("Perfume"). In accordance with this Agreement, Liquid Reminiscence grants Vendor a non-exclusive license to utilize the Property solely and only in connection with the manufacture, advertising, distribution and sale of the following Perfume ("Products").
2. Liquid Reminiscence retains title and ownership of the "Perfume" Vendor agrees that it will not utilize the Property in any manner not specifically authorized by this Agreement.
TERRITORY
3. This grant of license only applies to the following described geographical area: United States of America. Vendor agrees that it will not make, or authorize, any use, direct or indirect, of the Perfume in any other area. Vendor will not directly or indirectly engage in any business that competes with the business in which the Perfume is used. Licensed Territory is refers to the geographical area where the license is given to use the property in manufacturing and marketing the Perfumes described above.
PAYMENT
4. The Vendor will pay to the Liquid Reminiscence a royalty percentage which shall be calculated as follows: 2-10%of all profits generated by the Vendor and the Vendor’s associates. With each royalty payment, the Vendor will submit to Liquid Reminiscence a written report that sets forth the calculation of the amount of the royalty payment.
RECORDS
5. Vendor shall keep accurate records regarding the quantities of as described the Schedule 1 that are sold. Liquid Reminiscence shall have the right to inspect such records from time to time after providing reasonable notice of such intent to Vendor.
MODIFICATIONS
6. Vendor may not modify or change the aforementioned Perfume in any manner.
LIQUID REMINISCENCE'S APPROVAL OF PERFUMES, ADVERTISING, CONTAINERS, MATERIALS
7. The quality and style of the Perfumes as well as any carton, container, packing or wrapping material shall be subject to the express written approval of Liquid Reminiscence prior to distribution and sale thereof. Each and every tag, label, imprint or other device used in connection with any Perfumes and all advertising, promotional or display material bearing the Property shall be submitted by Vendor to Liquid Reminiscence for express written approval prior to use by Vendor. Such approval may be granted or withheld as Liquid Reminiscence in its sole discretion may determine. Said samples shall be sent to Liquid Reminiscence by means permitting certification of receipt at the mailing address stated in the notice clause herein.
8. Failure by Liquid Reminiscence to approve in writing any of the samples furnished to Liquid Reminiscence within two weeks from the date of submission thereof shall be deemed approval thereof. After samples have been approved pursuant to this clause, Vendor shall not depart there from in any respect without the express prior written approval of Liquid Reminiscence. The prototypes shall conform to the requirements of Copyright and Trademark Notice Section of this Agreement.
PROTECTION OF RIGHTS AND INTERESTS
9. Liquid Reminiscence and Vendor agree that Vendor's utilization of the Property upon or in connection with the manufacture, distribution and sale of the Perfumes is conditioned upon Liquid Reminiscence's protection of its rights and obtaining the goodwill resulting from such use. Vendor agrees to protect Liquid Reminiscence's rights and goodwill as set forth herein below and elsewhere in this Agreement.
GOODWILL AND PROTECTION
10. Vendor recognizes the great value of the publicity and goodwill associated with the Property and, in such connection, acknowledges that such goodwill exclusively belongs to Liquid Reminiscence and that the Property has acquired a secondary meaning in the mind of the purchasing public. Vendor further acknowledges that all rights in any additional material, new versions, or other changes in the Property which may be created by or for Vendor, shall be and will remain the exclusive property of Liquid Reminiscence and the same shall be and will remain a part of the Property under the terms and conditions of this Agreement.
11. Vendor shall assist Liquid Reminiscence and the Liquid Reminiscence's authorized agents to all reasonable extent requested by Liquid Reminiscence in obtaining and maintaining in Liquid Reminiscence's name any and all available protection of Liquid Reminiscence's rights in and to the Property; specifically, Vendor agrees to sign documents, give testimony, provide exhibits, provide facts and otherwise cooperate with Liquid Reminiscence and its agents in obtaining registrations, assignments, certificates and the like evidencing Liquid Reminiscence's rights in the Property.
12. Liquid Reminiscence may, if it so desires, and in its reasonable discretion, commence or prosecute any claims or suits against infringement of its right in the Property and may, if it so desires, join Vendor as a party in such suit. Vendor shall notify Liquid Reminiscence in writing of any activities which Vendor believes to be infringements or utilization by others of the Property or articles of the same general class as the Perfumes, or otherwise. Liquid Reminiscence shall have the sole right to determine whether or not any action shall be undertaken as a result of such activity and shall have sole discretion in the accommodation or settlement of any controversies relating thereto.
INDEMNIFICATION
13. For purposes of this Agreement Indemnified Parties" refer to Liquid Reminiscence, its subsidiaries and affiliates, and co-venturers of Liquid Reminiscence and other personnel in or associated with the Property and Vendors of rights relating to the Property, and the person or firm whose rights are being licensed hereunder and, where applicable, sponsors of the Property and their respective advertising agencies, and officers, directors, employees and agents of each of the foregoing and all persons connected with and or employed by them and each of them.
14. Except for the rights licensed hereunder by Liquid Reminiscence to Vendor, Vendor hereby indemnifies and shall hold harmless the Indemnified Parties and each of them from and against the costs and expenses of any and all claims, demands, causes of action and judgments arising out of the unauthorized use of any patent, process, method or device or out of infringement of any copyright, trade name, patent or libel or invasion of the right of privacy, publicity, or other property fight, or failure to perform, or any defect in or use of the Perfumes, the infringement or breach of any other personal or property right of any person, firm or corporation by Vendor, its officers, employees, agents or anyone, directly or indirectly, acting by, through, on behalf of, pursuant to contractual or any other relationship with Vendor in connection with the preparation, manufacture, distribution, advertising, promotion and or sale of the Perfumes and or any material relating thereto and or naming or referring to any performers, personnel, marks and or elements.
15. With respect to the foregoing indemnity, Vendor shall defend and hold harmless Indemnified Parties and each of them at no cost or expense to them whatsoever, including but not limited to attorneys' fees and court costs. Liquid Reminiscence shall have the right but not the obligation to defend any such action or proceeding with attorneys of its own selection.
DEFAULTS
16. If Vendor fails to abide by the obligations of this Agreement, including the obligation to make a royalty payment when due, Liquid Reminiscence shall have the option to cancel this Agreement by providing 30 days written notice to Vendor. Vendor shall have the option of preventing the termination of this Agreement by taking corrective action that cures the default, if such corrective action is taken prior to the end of the time period stated in the previous sentence, and if there are no other defaults during such time period.
17. The occurrence of any of the following shall constitute a material default under this Contract:
(a) The failure to make a required payment when due.
(b) The insolvency or bankruptcy of either party.
(c) The subjection of any of either party's property to any levy, seizure, general assignment for the benefit of creditors, application or sale for or by any creditor or government agency.
(d) The failure to make available or deliver the Services in the time and manner provided for in this Contract.
FORCE MAJEURE
18. If performance of this Contract or any obligation under this Contract is prevented, restricted, or interfered with by causes beyond either party's reasonable control ("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligations of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrections, riots, or wars, or strikes, lock-outs, work stoppages, or other labor disputes, or supplier failures.
19. The excused party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-performance and shall proceed to perform with reasonable dispatch whenever such causes are removed or ceased. An act or omission shall be deemed within the reasonable control of a party if committed, omitted, or caused by such party, or its employees, officers, agents, or affiliates.
ARBITRATION
20. All disputes under this Agreement that cannot be resolved by the parties shall be submitted to arbitration under the rules and regulations of the American Arbitration Association. Either party may invoke this paragraph after providing 30 days written notice to the other party. All costs of arbitration shall be divided equally between the parties. Any award may be enforced by a court of law.
WARRANTIES
21. Liquid Reminiscence warrants, represents and agrees that it has ownership rights and authority in and has the right to grant licenses and rights to utilize the Property granted to Vendor in this Agreement.
22. Vendor warrants, represents and agrees as follows:
(a) It will not dispute the title of Liquid Reminiscence in and to the Property or any copyright or trademark pertaining thereto, nor will it attack the validity of the License granted hereunder.
(b) It will not harm, misuse or bring into dispute the Property or any part thereof;
(c) It will manufacture, sell and distribute the Perfumes in an ethical manner and in accordance with the terms and intent of this Agreement;
(d) It will not incur any costs chargeable to Liquid Reminiscence;
(e) It will not enter into any sublicense or agency agreement for the sale or distribution of the Perfumes;
(f) It will not enter into any agreement relating to the Property for commercial tie-ups or promotions, or otherwise with any person or entity engaged, in whole or in part, in the production of motion pictures or television without the prior written consent of Liquid Reminiscence. Vendor's advertising on television is not subject to the provisions of this subclause;
(g) It will manufacture, sell and distribute Perfumes of a high standard and of such quality, style and appearance as shall be reasonably adequate and suited to their exploitation to the best advantage and to the protection and enhancement of the Property and the good will pertaining thereto; that such articles will be manufactured, packaged, sold and distributed and advertised in accordance with all applicable (whether national, federal, state, provincial or local) laws: and that the policy of sale, distribution and or exploitation by Vendor shall be of high standard and at the best advantage of the Property and that the same shall in no manner reflect adversely upon the good name of Liquid Reminiscence, or the Property;
(h) It will diligently and continuously solicit sales of the Perfumes and actively offer the Perfumes for sale, and make distribution in order to meet orders for the articles covered by this Agreement;
(i) It will sell and distribute the articles covered by this Agreement outright at a competitive price and not for more than the price generally and customarily charged the trade by Vendor, and only to the public by direct mail order sales, to jobbers, wholesalers and distributors for. If any sale is made at a special price to any of Vendor's parents, affiliates or subsidiaries or to any other person, firm or corporation related in any manner to Vendor or its officers, directors or major stockholders, a Percentage Compensation shall be paid on such sale based upon the price generally charged the trade by Vendor. Notwithstanding anything to the contrary contained herein, Perfumes may only be sold through required distribution channels for ultimate use by the consumer and may not be sold in quantity or otherwise for any distribution method or device not contemplated by this Agreement.
(j) It will coordinate the release, promotion, and distribution and sales activities for the Perfumes with the release of the Property in such manner as Liquid Reminiscence shall request.
23. In no event will Liquid Reminiscence be liable for direct, indirect, special, incidental, or consequential damages, that are in any way related to the "Perfume"
TRANSFER OF RIGHTS
24. This Agreement shall be binding on any successors of the parties. Neither party shall have the right to assign its interests in this Agreement to any other party, unless the prior written consent of the other party is obtained.
TERMINATION
25. This Agreement may be terminated by Liquid Reminiscence by providing 30 days written notice to the other party. Upon the termination of this Agreement, Vendor shall have the right, pursuant to the provisions hereof, to dispose of all Perfumes, theretofore manufactured at the time of the expiration of the License granted hereunder, for a period of 90 days after the date of such expiration subject to the condition that Vendor pays to Liquid Reminiscence all compensation accrued to such time and delivers to Liquid Reminiscence a report to such time. Notwithstanding anything to the contrary contained herein, Vendor shall not sell or dispose of any Perfumes if this Agreement was terminated for any material default or breach of this Agreement.
26. Vendor acknowledges that the Liquid Reminiscence has no adequate remedy at law for any such failure referred to or referenced to in this Clause and in the event of any such failure, Liquid Reminiscence shall be entitled to equitable relief by way of temporary and permanent injunctions, in addition to such other further relief as any court of competent jurisdiction may deem just and proper.
CONFIDENTIALITY
27. The Vendor and its employees, agents, or representatives will not at any time or in any manner, either directly or indirectly, use for the personal benefit of Vendor, or divulge, disclose, or communicate in any manner, any information that is proprietary to Liquid Reminiscence and its employees, agents, and representatives will protect such information and treat it as strictly confidential. This provision will continue to be effective after the termination of this Agreement.
28. Upon termination of this Agreement, the Vendor will return to Liquid Reminiscence all records, notes, documentation and other items that were used, created, or controlled by Vendor during the term of this Agreement.
ENTIRE AGREEMENT
29. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.
AMENDMENT
30. This Agreement may be modified or amended, if the amendment is made in writing and is signed by both parties.
SEVERABILITY
31. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.
WAIVER OF CONTRACTUAL RIGHT
32. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.
HEADINGS
33. The headings used in connection with the clauses and sub clauses of this Agreement are inserted only for the purpose of reference. Such headings shall not be deemed to govern, limit, modify, or in any other manner affect the scope, meaning, or intent of the provisions of this Agreement or any part thereof, nor shall such headings otherwise be given any legal effect.
NOTICE
34. Any notice or communication required or permitted under this Agreement shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the addresses listed above or to such other address as one party may have furnished to the other in writing. The notice shall be deemed received when delivered or signed for, or on the third day after mailing if not signed for.
APPLICABLE LAW
35. This Agreement shall be governed by the laws of the State of Texas.
SIGNATURES
36. This Agreement shall be signed by Liquid Reminiscence LLC on behalf of Francisco Diffen and by the Vendor.
VENDOR:
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