COLLABORATION AGREEMENT

 

This agreement is between two parties, collectively (Collaborators), also known herein as (Partner) and (Promotor). Collaborators agree that the following provisions are incorporated into the agreement, which is agreed upon when the Partner signs on the date of digital signature submission. Collaborators agree that the terms of this agreement prevail over the terms of any other document relating to and a part of the contract in which this attachment is incorporated. 

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1. COMPLETION DATE: It is contemplated that the Work will begin on a mutually agreed date to be determined after the Partner receives Promotor apparel items/products. Collaborators must complete contributions within Ten to Fifteen weeks from the mutually agreed start date or by the dates included in an agreed schedule to be determined. If the Partner fails to do so, the Collaborators will mutually agree, in writing, to extend the time for completion. 

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2. LEAVING THE COLLABORATION: If a Collaborator is unwilling to continue or complete their commitment/obligations, the Collaborators shall enter into a written agreement setting forth the rights of the withdrawing Collaborator, including compensation. and copyright ownership, if any, shall be shared with the withdrawing collaborator. 

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Suppose either Collaborator expires or suffers a disability that will prevent completion of their respective portion of the Work/obligations, a revision thereof, or a sequel. In that case, the deceased or disabled Collaborator shall receive payments on goods sold according to the revenue sharing percentage agreed to within this agreement owed before the collaborator's separation. Each Collaborator now agrees that the remaining Collaborator(s) shall have the sole power to license and contract for the Work, and approval of the personal representative, heirs, or conservator of the deceased or disabled Collaborator shall not be required. 

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3. COPYRIGHT OWNERSHIP: Armbar Brands and Ringo Town USA reserves full copyright and intellectual property ownership of all graphic designs, including digital communications, website landing pages, social media posts, and reposts added to Armbar Brands, Ringo Town Apparel, and Ringo Town USA's social media channels (pages), and websites during and after the collaboration. Reproducing copyrighted products and communications is strictly prohibited and only allowed with Promoter written authorization and consent to Partner. The Partner can extend the collaborative relationship and continued use of the above said beyond the Ten to Fifteen-week promotional/collaborative period/engagement for a negotiated and agreed monthly fee (To Be Determined).

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4. COMPENSATION: (Monetary) Partner receives 20% profit of goods sold. Unless otherwise mutually agreed upon in writing, all revenue from the collaboration generated by online apparel product sales shall be divided 80/20 split, eighty percent Promotor, and twenty percent Partner. In addition, Partner and Promoter will be compensated by the following services and deliverables:

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AMBASSADOR

Armbar Brands deliverables to Partner:

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1. Design/Creative Consultation: A creative brainstorming session led by Ringo Town's Chief Designer.

2. Custom Apparel Line: Graphic design is applied to a combination of up to Ten (10) apparel products: Men/Women and Unisex tee shirts, caps, sneakers, hoodies, and swimwear, Includes apparel printing as orders are placed. When outfitting Collaborator, there is a limit of one (1) pair of shoes and one (1) hoodie shipped, two (2) of the ten (10) designs to be shipped.

3. Apparel Brand Name and Logo: An apparel brand name and logo design

4. Landing Page: A promotional single-page (scroll-down) website designed in your branded image, highlighting stats, a personal statement, charities/partner/sponsor logos (if any), and mobile (responsive) site.

5. Online Storefront – enabling online sales: Apparel products, order management, eCommerce – shopping cart, order processing, transaction payment processing, and shipping/delivery. 

6. Sponsors, Partners, and Charities: Sponsors/partners/charities logos (if any) added to your landing page. Note: Aside from collaborative agreement, brands added to your landing page can be sold.

7. Revenue Sharing: We will share 20% of the revenue of all your branded products sold. 80/20 split, eighty percent Promotor, and twenty percent Partner.

8. Social Media – Posts and Reposts: Add likes and followers when you post images (pics/photos) and videos (reels/vids) wearing custom-branded apparel, we will repost them on its Ringo Town Instagram and Facebook pages, followed by 70,000 people, resulting in additional exposure and traffic for our pages.

9. Promotional Video: Send us your photos and videos, and Armbar/Ringo Town USA will create a 30 second promotional video for you. The video will be sent to you to use as a promotional social post, and we will also post the video on Ringo Town Instagram and Facebook pages.

10. Connecting Links: We will add links connecting your social media pages to your landing page.

 

PARTNER

Ambassador deliverables and commitments to Collaborator (Promoter).

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1. Signing-Up: Complete the commitment agreement form and click submit.

2. Social Media Assets: Shoot photos (pictures/pics) and videos (reels/vids), modeling and highlighting custom apparel in different settings, Shoot photos (pics) and reels (vids) wearing your custom apparel brand in different settings, training gyms, social events, competitions, home life, urban (city) environments, and just having fun. Please share the assets with us.

3. Capture Reviews: When you add posts wearing branded apparel, we encourage you to ask fans to send comments. A form will be available on your landing page to capture reviews as they are sent. We will add the customer reviews to your landing page.

4. Collaborative Posts: A minimum of one image (pic/photo) and video (reel/vid) posted for Ten (10) to Fifteen (15) consecutive weeks on your combined social media channels pages, Instagram, Facebook, Tik Tok, and Twitter, including your typical hashtags and a brief caption/message and the location of posts.

 

5. CREDIT: Social media posts and reposts shall contain the following credit line: adding the following credit line: Checkout www.ringotown.com for more designs and www.armbarbrands.com to see our favorite UFC fighters. Include hashtags #(Your Name), #ufc, #ufcfighterapparel, #armbarbrands, #ringotown, #streetwear, #custombrand, #fighterapparel, #myapparel, #armbarbrands #ringotown, #ringotownusa #streetwear. Also, include

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6. DECISION MAKING: All brand design decisions as it relates to the creation of the Partner’s apparel brand name, brand logo, landing page (website) content (copy), including adding partner/sponsor logos affecting the Work shall be made jointly by the Collaborators, and no sale, disposition, licensing, or other agreement with a third party shall be valid without the written consent of all the Collaborators. 

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7. PAYMENTS: Unless otherwise mutually agreed upon in writing, all money accruing from the collaboration generated by online sales of apparel products shall be divided 80/20% split, 80 percent Promotor, and twenty percent Partner. Promoter will digitally transfer 20% profit of online sales generated (goods sold) due to the collaboration into a provided Partner Venmo account. The transfer will occur upon completing the Partner and Promoter Ten-to-Fifteen-week engagement period.

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8. EXPENSES: All expenses incurred in creating the Work shall be paid by the Promoter and purchasers of branded apparel products.

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9. NO PARTNERSHIP: This collaborative agreement establishes the terms and conditions under which the collaborators will join efforts to complete a specific project. It is important to note that this agreement does not establish a legally formalized business partnership relationship between the collaborators.

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10. DERIVATIVE WORKS: The Collaborators agree that none will incorporate material based on or derived from the Work in any subsequent work without the written consent of the other Collaborator(s). 

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11. WARRANTIES AND INDEMNITIES: Collaborators represent and warrant to each other that: each is free to enter into this agreement; all contributions to the Work are original or all necessary permissions and releases have been obtained and paid for; and no intellectual property rights have been infringed upon, or other laws violated. Each Collaborator agrees to indemnify the other(s) for any loss, liability, or expense resulting from the actual breach of these warranties. 

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12. ASSIGNMENT, ENTIRETY OF AGREEMENT, GOVERNING, JURISDICTION, AND MEDIATION: This agreement can only be assigned or transferred with the written consent of the other Collaborators. This agreement constitutes the entire agreement between the Collaborators. No modification shall be enforceable except in writing and signed by the Collaborators hereto. The laws of the state of Texas shall govern this agreement. If any dispute arising under this agreement results in litigation, arbitration, or mediation, such action or proceeding shall be brought within the state or federal courts of Dallas, Texas. Any dispute arising from this agreement shall be regulated under Texas state laws and legal procedures.

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13. SEVERABILITY: Suppose any provision of this agreement or the application thereof is held invalid. In that case, the invalidity shall not affect other provisions or applications of this agreement that can be given effect without the invalid conditions or application, and to this end, the provisions of this agreement are declared severable.