March 20, 2023


This Agreement effective as of __________________ (enter date) is entered into by and between Junior F. Mitil of 131 Sterling Street, Brooklyn NY 1125 (hereinafter “Licensee”) AND Ronica Jeffrey (hereinafter “Licensor”). Individually referred to as ‘Party’ and collectively referred to as “Parties”.

  1. Scope. Ronica Jeffrey herein agrees and grants Junior F. Mitil to use her image and likeness perpetually.
  2. Compensation. In Consideration for the use of her images and likeness, Ronica Jeffrey will receive 45% net profits for the lifetime of NFT and 2% net profits for the Go Emoji Go The Maze Game for the Amazon Queen Character so long as her character is being used.
  3. Term and Termination. The term of this Agreement shall commence on the Effective date, and continue for perpetually for as long as Ronica Jeffrey’s character, image or likeness is being used.
  4. Rights assigned to the Company. Junior F. Mitil is allowed to promote the image or likeness on their social media platforms, through ads, email marketing, through social media influencers and any other platforms for the purpose of promoting the products.  
  5. Confidentiality. Junior may disclose to Ronica certain confidential information regarding its technology and business (“Confidential Information”). Ronica agrees to keep confidential and not disclose or use any Confidential Information except to support its use of the work. Confidential Information shall not include information that Ronica can show (a) was already lawfully known to or independently developed by Ronica without access to or use of Confidential Information, (b) was received by Ronica from any third party without restrictions, (c) is publicly and generally available, free of confidentiality restrictions; or (d) is required to be disclosed by law, provided that Ronica provides Junior with prompt notice of such requirement and cooperate in order to minimize such requirement.
  6. Limitation of Liability. To the maximum extent permitted by applicable law, in no event shall Junior be liable to Ronica or any third party for any damages, including but not limited to incidental, consequential, indirect, direct, and special or punitive damages arising out of the illustrated work. In no event shall the Junior’s maximum cumulative liability under any cause of action exceed the amount paid by Junior to Ronica.
  7. Disputes. Any disputes arising out of this Agreement shall be solved in good faith through mediation between the parties.
  8. Miscellaneous. This Agreement represents the entire agreement between the parties regarding the subject matter hereof and supersedes any and all other agreements between the Parties, whether written or oral, regarding the subject matter hereof. Except as expressly set forth herein, this Agreement may not be modified or amended except in a writing executed by both parties. All waivers must be in writing. If any part of this Agreement shall be invalid or unenforceable, such part shall be interpreted to give maximum force possible to such terms as possible under applicable law, and such invalidity or unenforceability shall not affect the validity or enforceability of any other part or provision of this Agreement which shall remain in full force and effect.
  9. Governing Law. The Agreement shall be governed by the laws of state of New York and the competent courts in New York shall have exclusive jurisdiction to hear any dispute arising hereunder.

IN WITNESS WHEREOF, the Parties have executed this Agreement through their duly authorized representatives as of the date first written above.

By: ________________________ By: ______________________

Name: ______________________ Name: _____________________

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