November 20, 2023


THE PARTIES: This Agreement (“Agreement”) made on ______________________, 20____,
is between LUNA GODAI with a mailing address of ______________________, City of
______________________, State of New Jersey (“The Company”) and _______with a mailing
address of ______________________, City of ______________________, State of
________(“The Manufacturing Company”) both of whom agree as follows:

IN CONSIDERATION OF the matters described above and of the mutual benefits and
obligations set forth in this Agreement, the receipt and sufficiency of which consideration is
hereby acknowledged, the Company and the Manufacturing Company (individually the “Party”
and collectively “The Parties” to this agreement) agree as follow:

The term of this agreement (the “Term”) will begin on the date on this agreement and
will remain on full force and effect until the completion of the services, subject to earlier
termination as provided in this Agreement. The Term may be extended with the written
consent of the parties.

Manufacturer will manufacture the Product(s) in accordance with the needs and the
specification of the Company. The needs of the Company should be met with precision
when manufacturing the shoes and they should meet the standard required.

The parties contemplate that it may be desirable to make changes to the statement(s) of
work. Before performing any work associated with any such change, a written change
order shall set forth the necessary revisions to the statement(s) of work, and the parties,
shall agree in writing that such work constitutes a change from the original statement of

work, as amended, and that they further agree to the change provisions set forth in the
change order. Each change order shall be numbered serially and executed by
manufacturer and the company.

Each Party warrants that the individuals who signed this Agreement have the actual legal
power, right and authority to make this agreement and bind each respective Party.

The Company owns any artwork that they have shared that consists of their brand logo,
brand name, and heel designs, and technical artwork needs to be protected. The brand
name – LUNA GODAI, the artwork logos associated with the name brand, and the heel
shape have been filed for trademark in the United States

Manufacturer shall be paid the amount______per product. An invoice will be provided
by the Manufacturer which will be payable within 28 days after inspection is done and
approved. The Purchase price will include shipping costs, product insurance, and other
handling costs. In the event of a refund for damaged or faulty goods, the refund must be
paid back to Luna Godai-to their linked account.

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute
will be resolved by litigation the results will dictate the next step.

During the course of this agreement, the parties may terminate this Agreements if there is
illegal activity, destruction of property, when the parties no longer do business together
or any other breach.


All notices under this Agreement shall be in writing and sent to the address of the
recipient specified herein. Any such notice may be delivered by hand, by overnight
courier, certified mail with return receipt, or first class pre-paid letter, and will be deemed
to have been received (1) if delivered by hand – at the time of delivery; (2) if delivered by
overnight courier – 24 hours after the date of delivery to courier with evidence from the
courier; (3) if delivered by certified mail with return receipt – the date as verified on the
return receipt; (4) if delivered by first class mail – three (3) business days after the date of

The Manufacturer warrants that the services to be provided under this agreement shall be
performed in a professional manner conforming to generally accepted industry standards
and practices. The Company agrees that Manufacturer sole and exclusive obligation with
respect to the services covered by this limited warranty shall be, at manufacturer’s sole
discretion, to correct the nonconformity or to refund the service fees paid for the affected
executive manufacturing services.

If the factory messes up on the construction of the shoes- (chipped paint, dirty leather
patches, missing rhinestones, wrong materials used, wrong shoe size used, wrong shoe
size, adhesive showing, lumps in the insole, ripping of the leather, ripping of the elastic,
the Manufacture will be required to remake the affected shoes or otherwise make a

Except as set forth otherwise in this agreement, in no event shall either party be liable to
the other for any incidental, consequential, special or punitive damages of any kind or
nature arising out of this agreement or the sale of product, whether such liability is
asserted on the basis of contract, tort (including the possibility of negligence or strict
liability), or otherwise, even if the party has been warned of the possibility of any such

loss or damage, and even if any of the limited remedies in this agreement fail of their
essential purpose.

Except as otherwise expressly permitted in this Agreement, the parties shall not disclose
or use in any manner, directly or indirectly, any Confidential Information either during
the term of this Agreement or at any time thereafter, except as required to perform their
respective duties and responsibilities or with the other party’s prior written consent. Both
parties agree that all Confidential Information disclosed and received shall remain secret
and confidential during the term of this Agreement and continue thereafter for 10 years
after this Agreement is terminated or expires. Except as may otherwise be required by
law or legal process, neither party hereto shall disclose to any third party the terms and
conditions of this AGREEMENT or any information respecting sales or revenue of the
vending machine, during the TERM or thereafter. This obligation shall survive
termination of this AGREEMENT.

Each party shall maintain the Confidential Information of the other party in confidence
by using the same degree of care (but no less than a reasonable degree of care) that such
party maintains and protects its own Confidential Information, and shall not disclose,
divulge, or otherwise communicate such Confidential Information to others, or use it for
any purpose, except pursuant to, and in order to carry out, the terms and objectives of this
Agreement or with the express written consent of the party who provided such
Confidential Information. Each party also hereby agrees to take reasonable steps to

This Agreement shall be binding upon and inure to the benefit of the parties hereto and
their respective successors, assigns and legal representatives. Neither party shall have the
right to assign or otherwise transfer its rights or obligations under this Agreement in
whole or in part to any third party without the prior written consent of the other party.
Nothing in this section shall prohibit Company from assigning this Agreement to an

entity acquiring all or substantially all of the business of Company. In addition,
Manufacturer may assign this Agreement to an entity acquiring all or substantially all of
the business of Manufacturer, provided that such assignee is capable of fulfilling the
obligations of the Manufacturer set forth in this Agreement. Each party will notify the
other in writing within 60 days of any material change in ownership or assignment.

If any term, covenant, condition, or provision of this Agreement is held by a court of
competent jurisdiction to be invalid, void, or unenforceable, the remainder of the
provisions shall remain in full force and effect and shall in no way be affected, impaired,
or invalidated.

Neither party shall be liable for any failure to perform under this Agreement when such
failure is due to causes beyond that party’s reasonable control, including, but not limited
to, acts of State or governmental authorities, acts of terrorism, natural catastrophe, fire,
storm, flood, earthquakes, accident, and prolonged shortage of energy.

This Agreement shall be governed under the laws in the State of New Jersey.

No supplement, modification or amendment of this Agreement shall be binding unless
executed in writing and signed by both parties

No waiver of any default shall constitute a waiver of any default or breach, whether of
the same or other covenant or condition. No of any service voluntarily given or
performed by a Party shall give the other Party any contractual right by contractual right
or otherwise.

IN WITNESS WHEREOF, this Agreement was signed by the parties under the hands of their
duly authorized officers and made effective as of the undersigned date.

Manager’s Signature __________________________ Date ________________

Name ____________________________


Manufacturer’s Signature __________________________ Date ________________

Name ____________________________

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