COLLABORATION AGREEMENT

February 26, 2024

COLLABORATION AGREEMENT

This Collaboration Agreement (“Agreement”) is entered into on the date of signature between XXXX and KKKK(together referred to as the “Parties”) for the purpose of collaborating on the design, manufacture, and promotion of a line of products (the “Product Line”) as detailed below:

RECITALS

WHEREAS,XXXX is engaged in the business of designing, manufacturing, and distributing various consumer products, including space-themed apparel, accessories, and other merchandise;

WHEREAS, Koala Puffs is a social media influencer with a large following and an established reputation for promoting various products and services on her social media platforms;

WHEREAS, the parties desire to collaborate on the development, production, and sale of a line of space-themed products to be sold to wholesale customers and end-users through Multiverse’s website and other channels;

WHEREAS, the parties agree to cooperate in the design, development, and promotion of the product line, using both parties’ logos and characters in the product design;

WHEREAS, the parties wish to establish the terms and conditions of their collaboration, including the payment of royalties to Koala Puffs and the allocation of intellectual property rights; and

WHEREAS, the parties intend for this Agreement to be a legally binding contract that governs their relationship with respect to the product line and related matters.

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

  1. Product Line.
    • Multiverse and KP will collaborate in good faith to design, manufacture, and promote the Product Line, which will consist of a series of space-themed products that incorporate both Parties’ logos and characters. The Parties will jointly determine the design, specifications, and features of each product, and will work together to ensure that the product line meets the highest standards of quality and aesthetic appeal. The Parties agree to maintain open and frequent communication throughout the development process, and to promptly address any concerns or issues that arise.
    • The Product Line will consist of [list the products and their design blueprints that have been agreed upon].
  2. Payment.
    • KP will receive a royalty equal to 20% of the net revenue received by Multiverse from the sale of the Product Line (the “Royalty”). Net revenue is defined as the gross revenue received by Multiverse from the sale of the Product Line, less any applicable discounts, taxes, and shipping fees. The Royalty will be calculated on a per-product basis, and will be paid to KP on a monthly basis, within 30 days following the end of each calendar month in which sales of the Product Line occur.
    • Multiverse will provide KP with regular reports detailing the number of products sold and the net revenue generated from each sale, as well as the amount of Royalty owed to KP for each product sold. The Parties agree to maintain open communication regarding the sale and promotion of the Product Line, and to work together to maximize the revenue generated from the Product Line.
    • KP acknowledges that the payment of the Royalty is contingent upon her fulfillment of her obligations to promote the Product Line in accordance with the terms of this Agreement. In the event that KP fails to meet her promotional obligations, Multiverse may, in its sole discretion, reduce or suspend the payment of the Royalty until such time as KP remedies the situation to the reasonable satisfaction of Multiverse.
    • The Royalty will not be payable in respect of any returned or exchanged products, and Multiverse shall have the right to deduct any Royalty previously paid in respect of any products that are subsequently returned or exchanged.
  3. Promotional Obligations
    • KP agrees to use her best efforts to promote the Product Line on her social media channels, including but not limited to Instagram, Twitter, TikTok, and YouTube (the “Channels”), and to attend and promote the Product Line at events, if requested by Multiverse.
    • The Parties will work together in good faith to agree on the frequency, content, and timing of KP’s promotion of the Product Line on the Channels, taking into account the needs and objectives of both Parties. KP acknowledges and agrees that the success of the collaboration depends, in part, on her ability to effectively promote the Product Line to her followers and fans on the Channels, and she will use her best efforts to do so in accordance with the agreed upon terms.
    • KP agrees to use her best efforts to ensure that all promotional activities are truthful, accurate, and not misleading, and that all products promoted by her are consistent with the quality standards and brand identity of the Product Line. KP will not engage in any activities that could damage the reputation or goodwill of Multiverse or the Product Line, and will comply with all applicable laws, regulations, and industry standards in connection with her promotional activities.
    • If requested by Multiverse, KP agrees to attend and actively promote the Product Line at events, such as trade shows, conventions, or other public events, subject to KP’s availability and reasonable business commitments. In such cases, Multiverse will cover KP’s reasonable travel, accommodation, and other out-of-pocket expenses incurred in connection with her attendance at such events.
    • The Parties agree to maintain open communication and collaboration throughout the promotional period, and to work together in good faith to maximize the exposure and success of the Product Line.
  4. Term
    • This Agreement shall be effective for as long as the Products are in stock.
    • The Parties will have the option to renew the Agreement for a mutually agreed-upon term.
  5. Termination
    • Either Party may terminate this Agreement upon written notice to the other Party if the other Party breaches any of its obligations under this Agreement.
    • If KP terminates this Agreement after the Products have been made, Multiverse will still have the right to sell the Products but will not be obligated to pay KP any royalties.
    • KP may not disparage the Product Line, Multiverse, or any of its affiliates or customers, in any way.
  6. Confidentiality
    • The Parties agree to maintain the confidentiality of any information, including trade secrets, that is disclosed to each other under this Agreement. Such information may include, but is not limited to, financial information, business plans, designs, product specifications, customer lists, and marketing strategies.
    • The Parties agree not to use such information for any purpose other than the performance of this Agreement, and not to disclose such information to any third party without the prior written consent of the other Party.
    • This obligation of confidentiality will survive the termination of this Agreement and will continue for a period of 5 years from the date of termination.
  7. Intellectual Property
    • KP will retain all rights to the koala character, including any copyrights, trademarks, or other intellectual property rights associated with the character.
    • However, the Parties will jointly own any intellectual property rights created as a result of the collaboration, including the designs for the Product Line.
    • The Parties acknowledge that the designs for the Product Line are the result of their collaboration and agree to jointly own any patents, copyrights, trademarks, or other intellectual property rights associated with the designs.
    • Neither Party may use the koala character dressed in space gear designed by Multiverse without the prior written consent of both Parties.
    • The Parties agree to cooperate with each other in obtaining any necessary approvals or registrations of the joint intellectual property rights, and to take all reasonable steps to protect and enforce such rights against any infringement or unauthorized use.
  8. Product Quality
    • Multiverse agrees to use its best efforts and expertise to manufacture the Product Line to the highest standards of quality, using high-quality materials and state-of-the-art manufacturing techniques.
    • Multiverse will ensure that the Product Line is manufactured in compliance with all applicable laws and regulations, and will take all necessary measures to ensure that the Product Line meets or exceeds industry standards for safety, reliability, and performance.
    • Multiverse will use commercially reasonable efforts to ensure that the Product Line is delivered to KP in a timely and efficient manner, and will work collaboratively with KP to address any issues or concerns that arise during the manufacturing process.
    • Multiverse will provide KP with regular updates on the status of the manufacturing process, and will notify KP promptly of any delays, issues, or other factors that may impact the timely delivery of the Product Line.
  9. Indemnification
    • Each Party agrees to indemnify, defend, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, and expenses arising out of or in connection with the collaboration, including but not limited to any claims of intellectual property infringement, product liability, or breach of contract.
  10. Dispute Resolution
    • Any dispute arising out of or in connection with this Agreement will be resolved through negotiation between the Parties.
    • If the Parties cannot reach a resolution through negotiation, the dispute will be submitted to mediation in accordance with the rules of the American Arbitration Association.
    • If mediation is unsuccessful, the dispute will be resolved through binding arbitration in accordance with the rules of the American Arbitration Association.
    • The Parties agree that any arbitration award may be enforced in any court of competent jurisdiction.
  11. Governing Law
    • This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflicts of laws principles.

 

  1. Entire Agreement
    • This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, negotiations and understandings, whether oral or written, between the parties hereto with respect to the subject matter hereof.
  2. Amendment and Modification
    • This Agreement may only be amended or modified in writing signed by both parties.
  3. Assignment
    • This Agreement may not be assigned by either party without the prior written consent of the other party, except that Multiverse Enterprise Inc may assign its rights and obligations hereunder to any of its affiliates.
  4. Notices
    • Any notice or other communication required or permitted under this Agreement shall be in writing and shall be deemed given when:
      • delivered personally,
      • sent by confirmed electronic mail or fax,
      • sent by commercial courier with written proof of delivery or
      • sent by registered or certified mail, return receipt requested, postage prepaid, to the address of the party set forth below or such other address as may be specified by such party by like notice:

XXXX: [Address] [Email address] [Phone number]

ZZZZ: [Address] [Email address] [Phone number]

  1. 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.
  1. Waiver:
  • No waiver of any breach of any provision of this Agreement shall be deemed a waiver of any other breach of such provision or any other provision of this Agreement.
  1. Headings
  • The headings of this Agreement are for convenience of reference only and shall not affect the interpretation of this Agreement.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.

KKKK:

By:               _________________________

Name:          _________________________

Title:            _________________________

Date:            _________________________

 

KKKK:

By:               _________________________

Name:          _________________________

Title:            _________________________

Date:            _________________________

 

 

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