Common use of BRAND DEVELOPMENT Clause in Contracts

BRAND DEVELOPMENT. 3.1 Licensee will utilize commercially reasonable efforts to conduct market research and design support and to develop a merchandise strategy and business plan for the Brand. Licensee shall submit the Business Plan to Licensor for its review and approval within ninety (90) days of the Effective Date of this Agreement. The Parties shall work in good faith to craft a Business Plan that shall best promote and benefit the Brand. 3.2 Licensee will develop a long term strategic plan for major launch(es) of the Brand in the Channels of Distribution and Territory which shall be subject to the approval of the Licensor, such approval not to be unreasonably withheld (the “Launch Plan”). If Licensee has not launched any Licensed Product into any Channels of Distribution under the Brand by April 15, 2015, Licensor may give written notice of its intent to terminate this Agreement (the “Cure Notice”), following receipt of which Licensee shall be allowed an opportunity to cure this failure, and Licensee’s failure to launch within thirty (30) days following delivery of the Cure Notice shall cause a termination of this Agreement. The international segment of the Launch Plan will identify a new region or country within the Territory(ies) for distribution Licensed Products six (6) months (identification period) from the initial domestic launch date of April 15, 2015. Licensee will have eighteen (18) months to effect each launch into a new region or country within the Territory from the end of the identification period for each region or county within the Territory. Following each such 18 month roll out period, Licensee shall be permitted a further six months to identify new region or country within the Territory, and upon such identification, Licensee shall be permitted 18 months to effect this new launch. Licensee shall continue this rollout for each new region or country within the Territory during the Term of this Agreement.. 3.3 Licensee will begin shipping of Licensed Products prior to April 15, 2015. 3.4 Licensee will utilize commercially reasonable efforts to cooperate with Licensor to develop cross merchandising strategies with other licensees of Licensor to capitalize on the success of the Licensed Marks and the Ireland IP. 3.5 Licensee will utilize commercially reasonable efforts to develop a strategic four year sales growth plan to reach or exceed the forecasted minimum net sales goals set forth in paragraph 3.7 below 3.6 Licensee agrees that all designs, images, sketches and names of Licensor and those which may be created by Licensor as a result of this Agreement for use on Licensed Marks proprietary to Licensor, and to the extent Licensee has any rights in such materials including all intellectual property in connection therewith, Licensee agrees to assign and does hereby assign to Licensor (or any person or entity designated by Licensor) all of its right, title and interest in and to such intellectual property. Except as so indicated nothing herein set forth shall be deemed to transfer or to grant any property interest in any trade designs, sketches, images, products, compounds, manufacturing processes, or other interests of Licensee independent of the Licensed Marks and Ireland IP to any of the products that Licensee markets or that it may in the future market, Licensor’s rights being limited to its Licensed Marks hereunder, and the Ireland IP. 3.7 Licensee will make commercially reasonable efforts to meet the following minimum totals of Net Sales of Licensed Products for the specified periods: Period Forecasted Minimum Net Sales Contract Year 1 $ 1,500,000.00 Contract Year 2 $ 2,500,000.00 Contract Year 3 $ 3,750,000.00 Contract Year 4 $ 5,000,000.00 3.8 Notwithstanding anything herein to the contrary, should Licensee fail to meet the Minimum Net Sales in any given Contract Year, Licensee, shall nevertheless pay the minimum royalty required for that Contract Year. 3.9 Licensee will endeavor promptly to provide to Licensor any material trend or forecast or other industry information it obtains of a nature that may be requested by Licensor from time to time. 3.10 Licensee upon written request from Licensor agrees to become a member of Send Out Cards within 30 days of receipt thereof. Licensee will use Send Out Cards, or a comparable service, as a marketing tool to help communicate our Partnership and promote sales. 3.11 Licensee agrees to become a member and utilize s▇▇▇▇▇▇▇▇▇.▇▇▇ or any similar web platform as may be utilized by Licensor from time to time as a means of conducting Brand business and coordinating with Licensor and other licensees. 3.12 Licensed Products bearing the “k▇▇▇▇ ▇▇▇▇▇▇▇” m▇▇▇ ▇▇▇ not be sold in the home improvement, drugstore, or food and grocery Channels of Distribution.

BRAND DEVELOPMENT. 3.1 Licensee will utilize commercially reasonable efforts work diligently to conduct market research and design support and to develop a merchandise strategy and business plan for the Brand, including all supporting brands set forth in Exhibit A (Licensed Property). Licensee shall submit the Business Plan to Licensor for its review and approval within ninety (90) days of the Effective Date of this Agreement. The Parties shall work in good faith to craft a Business Plan that shall best promote and benefit the Brand. 3.2 Licensee will develop a long long-term strategic plan for major for, any and all, launch(es) of the Brand in the Channels of Distribution and Territory which shall be subject to the approval of the Licensor, such approval may not to be unreasonably withheld (the “Launch Plan”). If Licensee has not launched launched, in a meaningful manner any Licensed Product into any Channels of Distribution or Territory under the Brand by April 15December 1, 20152019, (the outside date) Licensor may give written notice of its intent to terminate this Agreement (the “Cure Notice”), following receipt of which Licensee shall be allowed an opportunity to cure this failure, and Licensee’s failure to launch within thirty (30) days following delivery of the Cure Notice shall cause a termination of this Agreement. The international segment If Licensee fails to launch the brand into agreed channels of the Launch Plan will identify a new region or country distribution and territory within the Territory(ies) for distribution Licensed Products six (6) months of the agreed date for each Channel of Distribution and territory, under the brand, (identification period) from but never later than the initial domestic launch date of April 15outside date), 2015. Licensee will have eighteen (18) months to effect each launch into a new region or country and if Licensor has not agreed otherwise, in writing, then Licensor may delete and remove any channels within the Territory channels of distribution and any Territories, from this agreement where Licensed products have not been launched, per the end of the identification period for each region or county within the launch plan and this provision. The Launch Plan must include every licensed product and every Licensed Territory. Following each such 18 month roll out period, Licensee shall be permitted a further six months to identify new region or country within the Territory, and upon such identification, Licensee shall be permitted 18 months to effect this new launch. Licensee shall continue this rollout for each new region or country within the Territory during the Term of this Agreement..-5- Initials: _______ Initials: _______ 3.3 Licensee will begin shipping of Licensed Products prior to April 15A.S.A.P., 2015however no later than December 1, 2019. 3.4 Licensee will utilize commercially reasonable efforts to cooperate with Licensor to develop cross merchandising strategies with other licensees of Licensor to capitalize on the success of the Licensed Marks and the Ireland IP. 3.5 Licensee will utilize commercially reasonable efforts work diligently to develop a strategic four 3-year sales growth plan to reach or exceed the forecasted minimum net sales goals set forth in paragraph 3.7 belowplan. 3.6 Licensee agrees that all designs, images, sketches colors and names of Licensor and those which may be created by Licensor as a result of this Agreement for use on Licensed Marks Products are proprietary to Licensor. More specifically, Licensor shall own all intellectual property rights in the Licensed Products and Related Materials and in all sketches, artwork and/or designs for the Licensed Products and the Related Materials, at no cost to Licensor and to the extent Licensee has any rights in such materials including all intellectual property in connection therewithproperty, Licensee agrees to assign and does hereby assign to Licensor (or any person or entity designated by Licensor) all of its right, title and interest in and to such intellectual propertyproducts and materials. Except as so indicated nothing herein set forth shall be deemed to transfer or to grant any property interest in any trade designs, sketches, images, products, compounds, manufacturing processes, or other interests of Licensee independent of the Licensed Marks and Ireland IP to any of the products that Licensee markets or that it may in the future market, Licensor’s rights being limited to its Licensed Marks hereunder, and the Ireland IP.PERIOD MINIMUM NET SALES Contract Year 1 $ Contract Year 2 $ Contract Year 3 $ Contract Year 4 $ Contract Year 5 $ 3.7 Licensee will make commercially reasonable best efforts to meet the following minimum totals of Net Sales of Licensed Products for the specified periods: Period Forecasted Minimum Net Sales Contract Year 1 $ 1,500,000.00 Contract Year 2 $ 2,500,000.00 Contract Year 3 $ 3,750,000.00 Contract Year 4 $ 5,000,000.00-6- Initials: _______ Initials: _______ 3.8 Notwithstanding anything herein 3.9 In addition, if any particular product category of the Licensed Products does not increase at least ten percent (10%) in total gross sales above the total gross sales for the prior year, the Licensor may at any time, in its sole discretion, remove that product category from the list of Licensed Products and delete that category from the license granted to the contrary, should Licensee fail to meet the Minimum Net Sales in any given Contract Year, Licensee, shall nevertheless pay the minimum royalty required for that Contract Yearhereunder. 3.9 3.10 Licensee will endeavor promptly to provide to Licensor any material color, trend or forecast or other industry information it obtains of a nature that may be requested by Licensor from time to timeobtains. 3.10 3.11 Licensee upon written request from Licensor agrees to become a member of Send Out Cards within 30 days of receipt thereofthe execution of this agreement. Licensee will use Send Out Cards, or a comparable service, Cards as a powerful marketing tool to help communicate our Partnership and promote sales. Please contact ▇▇▇-▇▇▇-▇▇▇▇ ▇▇▇.▇▇▇ for all information, prior to signing up with Send Out Cards. 3.11 3.12 Licensee agrees to become a member and utilize s▇▇▇▇▇▇▇▇▇▇.▇▇▇ ▇, Dependable Solutions a product approval and royalty reports service. Ireland® pay, a credit card process service or any similar web platform as may be utilized by Licensor from time to time as a means of conducting Brand business and coordinating with Licensor and other licensees. 3.12 3.13 At no time may Licensee’s sales of Licensed Products bearing the “k▇▇▇▇ ▇▇▇▇▇▇▇” m▇▇▇ ▇▇▇ not be sold in the home improvement, drugstore, or food Discount and grocery Channels Better Off-Price Channel of DistributionDistribution account for more than twenty percent (20%) of Licensee’s total Net Sales.