1.PROVISION OF THE SERVICES

INCUBATOR shall provide to the BRAND the Services; and perform the Services with a reasonable level of skill and care in accordance with a degree of skill, diligence, prudence, and foresight which, as at the relevant time, would reasonably be expected from a skilled and experienced supplier of sales and marketing and merchandising services seeking in good faith to comply with its contractual obligations.

• 1.1 INCUBATOR shall without the agreement of the BRAND be entitled to make operational changes to the Services that have no material adverse effect on the Services.
• 1.2 INCUBATOR guarantees that the Services supplied by it shall comply with the specification contained in each contract and in the absence of any such specification shall comply with INCUBATOR's appropriate specification.
• 1.3 INCUBATOR shall not be liable for any loss caused to BRAND goods whilst in INCUBATOR’s possession. INCUBATOR shall not be liable for samples, or products of the BRAND, which are sent to the Media as part of PR activity.
• 1.4 In the event of a limited time scale for the provision of the Service, INCUBATOR will advise the BRAND of a project completion date and will offer the BRAND the opportunity to further continue the project for a further fee that will be defined at that stage, if deemed extra hours would be beneficial.
• 1.5 With the supply of Wholesale Sales, Capital Raise, and Public Relations services, INCUBATOR provides no guarantees as to the capital raised, sales orders written, or coverage to be gained for the BRAND and cannot be liable for any content created by the media, with reference to the BRAND.

2.BRAND RESPONSIBILITIES

• 2.1 The BRAND acknowledges that INCUBATOR's ability to provide the Services is dependent upon the full and prompt co-operation of the BRAND (which the BRAND agrees to provide) as well as the accuracy and completeness of any information and data the BRAND provides to INCUBATOR. Accordingly, the BRAND shall in a timely manner provide INCUBATOR with access to, and use of, all information, data and documentation reasonably required by INCUBATOR for the performance by INCUBATOR of its obligations under these Terms of Business.
• 2.2 The BRAND agrees to follow INCUBATOR's reasonable instructions and procedures with respect to the Services. The BRAND agrees to provide INCUBATOR with all relevant information, product samples and images, in an acceptable format, as requested by INCUBATOR prior to project commencement.
• 2.3 The BRAND is responsible for the accuracy, completeness and for all descriptive, technical, or proprietary aspects of the Services and shall indemnify INCUBATOR for any liability arising for a breach of the Service Contract.
• 2.4 The BRAND undertakes to establish appropriate processes and tools to identify, prevent, mitigate, and repair any impact that their activities may cause on the human rights of individuals who may be directly or indirectly affected by the BRAND, or by the productive chain of the BRAND. In this sense the INCUBATOR shall not be held liable for any human rights violations. In this sense, the BRAND is obliged to timely share all the relevant information that they know during their activities and that may be useful to prevent or repair the occurrence of violations of the human rights of third parties. Failure to comply with the obligations contained in this clause is considered serious misconduct and consequently serious misconduct that will lead to immediate the termination of the Incubator Service Contract.

3.COMPENSATION UPON TERMINATION

Upon termination of the Service Contract and “INCUBATOR” engagement with BRAND, “INCUBATOR” shall be entitled to the following compensation:

• 3.1 Voluntary Resignation by “INCUBATOR”; In the event that the Service Contract and “INCUBATOR” engagement hereunder is terminated as a result of a voluntary resignation/termination by “INCUBATOR” or by BRAND for Cause, then “INCUBATOR” shall be eligible for, and BRAND’s obligation to “INCUBATOR” shall be to pay to “INCUBATOR”, (i) all earned, but unpaid, INCUBATOR Fees through the Termination Date, and (ii) any Commissions, and (iii) any unreimbursed business expenses all within sixty (60) days of termination.
• 3.2 Termination by Expiration of INCUBATOR Period. In the event that the Incubator Service Contract engagement hereunder is terminated as a result of the expiration of the INCUBATOR Period (without being extended, renewed, amended or similarly modified or lengthened), then “INCUBATOR” shall be eligible for, and BRAND’s sole obligation to “INCUBATOR” shall be to pay to “INCUBATOR(i) all earned, but unpaid, INCUBATOR Fees through the Termination, and (ii) any Commissions, and (iii) any unreimbursed business expenses, all within 60 days of termination.
• 3.3 Release. The obligation of BRAND to make the payments provided for in this Section, will be made on the sixtieth (60th) day after the Termination Date (and with respect to any Strategic Partner Commissions, for the duration of the term and all subsequent renewals of each qualifying licensing / franchise / strategic partner agreement.
• 3.4 BRAND to be responsible for all costs and expenses incurred by INCUBATOR in respect of any uncompleted Service and be liable for balance of fees for remaining month's left on contract, whether or not activity is required from INCUBATOR for the BRAND during this period.
• 3.5 BRAND to accept and pay invoices from INCUBATOR calculated at the contract rate in respect of any Services completed or partly completed.
• 3.6 BRAND to discharge any liability of INCUBATOR to third parties incurred in relation to any Services originally envisaged pursuant to the BRAND's initial instructions. BRAND to provide any notice required or permitted under the terms of these Terms of Business or required by statute, law or regulation shall (unless otherwise provided) in writing marked for the attention of the President/CEO. Any notification to any other employee or officer of INCUBATOR shall not be effective.

4.INDEPENDENT CONTRACTOR.

• 4.1 No Employer/Employee Relationship. While it is the intent of the Service Contract that the mutual convenience of the parties be served, it is understood between the parties that nothing contained in the Service Contract shall be construed to create an employer/employee relationship or any type of subordination. It is further the intent of the Service Contract that during the INCUBATOR Period, “INCUBATOR” shall act in the capacity of an independent contractor and shall not be subject to the direction, control, or supervision of BRAND with respect to the time spent, or procedures followed in the performance of the INCUBATOR Services.
• 4.2 No Employee Benefits. “INCUBATOR” acknowledges that BRAND provides valuable pension, welfare, fringe, and other compensatory benefits to certain employees. “INCUBATOR” agrees that even if a court or government agency determines that “INCUBATOR” and BRAND have had a common law employer-employee relationship, “INCUBATOR” will still be bound by this The Service Contract and will not be entitled to receive from BRAND or have BRAND provide on “INCUBATOR” behalf any different or additional pay, or any benefits, tax payments, or withholding, or compensation of any kind.

5.RESTRICTIVE COVENANTS

• 5.1 Non-Disparagement. During the INCUBATOR Period and at all times thereafter, neither “INCUBATOR” nor BRAND shall defame, disparage, make negative statements about or act in any manner that is intended to or does damage the goodwill, business or personal reputations of “INCUBATOR”, and any of “INCUBATOR” respective affiliates, or “BRAND Management”, BRAND, its subsidiaries and their respective affiliates, and their respective shareholders, members, partners, officers, directors, managers, employees and family members. 5.2 Confidentiality. "BRAND" and the "INCUBATOR," acknowledged that both parties will have access to confidential and proprietary information. This includes but is not limited to trade secrets, financial information, computer files, contracts, marketing strategies, and other sensitive information. This information, collectively referred to as "Confidential Information”. The BRAND and the INCUBATOR agree not to disclose the Confidential Information to anyone or use it for their own benefit or the benefit of third parties.
  Both parties are also responsible for maintaining the confidentiality of the execution and content of the Incubator Service Contract, as well as any patents, trademarks, copyrights, trade secrets, nondisclosure agreements, customer and supplier agreements, and other confidential information obtained during the term of the Incubator Service Contract.
  Confidential information is intended solely for the benefit of the BRAND and INCUBATOR and their successors and assigns. It cannot be relied upon by any other person without prior written authorization from the parties. The parties cannot disclose, provide, or transfer confidential information to any third party without the prior written consent of the other party, except as required by law or to legal, accounting, or business advisors and employees.
• 5.3 Non-Solicitation. BRAND agree that the services rendered by “INCUBATOR” for BRAND, are special and unique and that at least a portion of “BRANDs” consideration in connection with the Service Contract is in exchange for the promises set forth in this provision. Accordingly, BRAND agrees that during the INCUBATOR Period and for eighteen (18) months thereafter, BRAND shall not employ, or directly or indirectly solicit for employment, any employee, salesperson, independent contractor, showroom, franchisee or agent of “INCUBATOR”, its subsidiaries, “INCUBATOR” proprietary projects (including Retail INCUBATOR and Fashion Event Production, Jespionne, or Umbrella Academy) or any of “INCUBATOR” respective affiliates, or encourage or assist in any way any entity or individual that competes with “INCUBATOR”, its subsidiaries or any of their respective affiliates, to employ or solicit for employment any employee, salesperson, independent contractor, showroom, franchisee or agent of “INCUBATOR”, its subsidiaries or any of their respective affiliates.
• 5.4 Enforcement. Each party acknowledges and agrees that the provisions of the Incubator Service Contract are reasonable and necessary for the successful operation of such party. Each party further acknowledges that if the other party breaches any provision of the Service Contract, the non-breaching party will suffer irreparable injury. It is therefore agreed that a non-breaching party shall have the right to enjoin any such breach or threatened breach, without posting any bond, if ordered by a court of competent jurisdiction. The existence of this right to injunctive and other equitable relief shall not limit any other rights or remedies that a non-breaching may have at law or in equity including, without limitation, the right to monetary, compensatory, and punitive damages. If any provision of the Incubator Service Contract is determined by a court of competent jurisdiction to be not enforceable in the manner set forth herein, “INCUBATOR” and BRAND agree that it is the intention of the parties that such provision should be enforceable to the maximum extent possible under applicable law.

6.RESERVATION OF TITLE

• 6.1 Until the price and all sums owed by the BRAND to INCUBATOR arising from any goods or services supplied - is paid in full by the BRAND to INCUBATOR, the property in the Service including INCUBATOR copyright (if any) shall remain in INCUBATOR and the following conditions shall apply:
• 6.2 The BRAND (if INCUBATOR so requires) shall hold the Services on INCUBATOR's behalf and shall store it in such a way that it is clearly the property of INCUBATOR.
• 6.3 The BRAND hereby grants to INCUBATOR the right to enter upon the BRANDs land or buildings and agrees to procure a right of entry into anywhere else where the Services is stored, for purposes of repossessing the Services.

7.LIMITATION OF LIABILITIES

• 7.1 INCUBATOR shall not in any circumstances be liable to the BRAND in respect of any: loss of profits; or
• 7.2 loss of contracts; or
• 7.3 loss of revenue or goodwill; or
• 7.4 type of special, indirect or consequential loss, business interruption or loss of or damage to business information or data whether in contract, tort (including but not limited to negligence) or otherwise and whether or not suffered as a result of an action brought by a third party, even if such loss was reasonably foreseeable or the BRAND had been advised at any time of the possibility of the BRAND incurring the same.
• 7.5 For the avoidance of doubt, INCUBATOR shall not be liable to the BRAND or be deemed to be in breach of these Terms of Business by reason of any delay in performing, or any failure to perform, any of its obligations under these Terms of Business, if the delay or failure was due to any cause beyond INCUBATOR's control, due to any instructions given by the BRAND or in any delay caused by the BRAND.
• 7.6 INCUBATOR shall not be responsible in contract or in tort (including, but not limited to, negligence) or otherwise for the unauthorized access to, or alteration, theft or destruction of emails, files, programs, or information of the BRAND by any person (other than INCUBATOR) through accident or by fraudulent means or devices where INCUBATOR has exercised that degree of skill, diligence, prudence and foresight which, as at the relevant time, would reasonably and ordinarily be expected from a skilled and experienced supplier of information technology services seeking in good faith to comply with its contractual obligations in providing the Services to prevent such activities.
• 7.7 The INCUBATOR shall not be held liable for any loss, damage, or injury incurred by BRAND or their property during their participation in the Incubator program.
• 7.8 BRAND agree to release the Incubator and its affiliates from any claims, demands, or liabilities arising out of or related to their participation in the Incubator.
• 7.9 INCUBATOR shall have no liability if third party products breach, infringe or make unauthorized use of any third-party rights, save to the extent that INCUBATOR knew, or should reasonably have known, of such infringement or unauthorized use at the time it sub-licensed such third-party products to the BRAND.
• 7.10 Save as expressly set out herein all conditions, warranties, terms, and undertakings express or implied statutory or otherwise (including, without limitation, as to fitness for purpose or satisfactory quality) in respect of the Services or any products provided pursuant to the Services are hereby excluded except to the extent to which it is unlawful to exclude such liability.
• 7.11 Nothing in these Terms of Business shall confer any right or remedy upon the BRAND to which it would not otherwise be entitled.
• 7.12 The limitations and exclusions of liability in these Terms of Business shall survive termination of these Terms of Business.

8.INTELLECTUAL PROPERTY RIGHTS

• 8.1 The ownership of, and sole right to, any intellectual property right in any materials produced by INCUBATOR under any contract with the BRAND shall be vested absolutely in INCUBATOR from the outset, and INCUBATOR shall be at liberty to effect and secure protection thereof by registration in a Registry or otherwise as it sees fit.
• 8.2 If the parties agree, INCUBATOR may assign all or any intellectual property rights in such materials to the BRAND upon such terms as may be agreed but in no event before such times as all monies due under this contract between INCUBATOR and the BRAND are paid in full by the BRAND.
• 8.3 All rights in Third Party Products shall remain vested in the licensors thereof and the BRAND agrees to comply with the license terms relating to such software and/or services, where notified to the BRAND in writing.
• 8.4 Upon termination of the Service Contract, the BRAND agrees to, and irrevocably does, assign, transfer, convey, deliver, and set over to INCUBATOR, and its successors, assigns, and other legal representatives, all of BRANDS’s right, title, and interest in, to, and under the Intellectual Property. Upon termination of the Service Contract, BRAND agrees to assist INCUBATOR in the preparation and execution of all documents necessary to perfect ownership transfer of the assigned Intellectual Property from BRAND to INCUBATOR.
• 8.5 INCUBATOR agrees that certain products or services created for BRAND during the contract period may be offered to BRAND based for purposes of usage with time limits based on agreements with INCUBATOR and other third parties involved.

9.INDEMNIFY

The BRAND shall indemnify INCUBATOR in respect of all damage or injury occurring to any person, firm, company, or property and against all actions, suits, claims, demands, charges or expenses in connection therewith for which INCUBATOR may become liable in respect of any breach of contract or in respect of the Services sold under any contract. In particular, it is stressed that the BRAND is responsible for all copy, slogans, words or methods supplied or suggested by it to INCUBATOR, and also such items approved by it after suggestion by INCUBATOR and therefore such indemnity shall extend to claims for copywriter or patent infringement, libel or other defamation.

10.WAIVER OF REMEDIES

No forbearance or delay by either party in enforcing the provisions of these Terms of Business shall restrict the rights of that party nor shall any waiver of its rights operate as a waiver of any subsequent breach and no right, power or remedy herein conferred upon or reserved for either party is exclusive of any other right, power or remedy available to that party and each such right, power or remedy shall be cumulative.

11.PUBLICITY

• 11.1 All media releases and public announcements by either party relating to these Terms of Business or its subject matter, including promotional or marketing material, shall be coordinated with the other party and approved jointly by the party prior to release.
• 11.2 INCUBATOR shall not be held responsible for use of such material by media, once information approved by the BRAND has been submitted to the media.
• 11.3 When reactive PR is required, the BRAND agrees that INCUBATOR can act on the BRAND's behalf, if required, in line with the provision of services under these Terms of Business, based on information previously supplied by the BRAND and INCUBATOR's understanding of the BRAND's messages.