Exclusive Distribution Agreement

THIS EXCLUSIVE DISTRIBUTION AGREEMENT (this "Agreement or this "Exclusive Distribution

Agreement) is entered into effective as of 01/10/2021 (the "Effective Date") by and between

MARK LOREN COMPANY LIMITED ("Supplier")

and
_____________________________________________________________________________________
_______________________________________________________________________________
(‘’Distributor").

The parties agree as follows:

1. Appointment

a. Subject to the terms and conditions of this Exclusive Distribution Agreement, Supplier appoints

Distributor, and Distributor accepts such appointment and agrees to act as Supplier's exclusive

distributor of the Supplier Products (defined below) within the geographical territory defined as follows

(the "Territory").

b. Distributor agrees to exercise its best efforts to (a) promote the sale of and obtain orders for the

Supplier Products in the Territory: (b) abide by Supplier's policies and procedures with regard to the

purchase, sale and support of Supplier Products; and (c) conduct its business in a manner that reflects

favorably at I times on the Supplier Products and the good name, goodwill and reputation of Supplier

or its affiliates. Distributor acknowledges and agrees that it has no rights or claims of any type to the

Supplier Products, or any aspect thereof, except such rights as are created by this Exclusive Distribution

Agreement. Distributor agrees that it shall not and is not authorized to promote, resell, deliver, install,

service or otherwise support the Supplier Products outside of the Territory.

2. Products and Pricing

Supplier Products consist of the items or classifications of items listed in this Section below, and the

purchase price or license fee to Distributor of all Supplier Products delivered pursuant to this Agreement

shall be as set forth in this Section below.

3. Approvals

Distributor shall obtain, at its own expense, such approvals, consents, certifications, permits and other

authorizations, including all approvals as are required to qualify the Supplier Products for sale and use in

the Territory for all purposes, both governmental and non-governmental (collectively, the "Approvals").

as soon as is reasonably practicable; provided, however, that Supplier shall not be obligated to deliver
any Supplier Products unless and until Distributor provides Supplier with satisfactory evidence that such

Approvals have been obtained. Supplier agrees to cooperate with Distributor to obtain such Approvals.

4. Exclusivity

Supplier's appointment of Distributor in Section 1 of this Agreement is an exclusive appointment to

distribute the Products in the Territory. Supplier shall not independently advertise, solicit and make

sales of Supplier Products, support Supplier Products or appoint additional distributors for Supplier

Products in the Territory.

5. Sales Targets

Distributor shall use reasonable commercial efforts to purchase and sell during each calendar year at

least the Euros value of Supplier Products listed in this Section below (the "Annual Target”). If

Distributor does not purchase and sell the Annual Target during a given calendar year, Supplier may

terminate this Agreement effective immediately upon notice to Distributor (but Supplier may not

require Distributor to purchase or sell any additional Supplier Products in order to meet the Annual

Target Amount)

6. Sales Outside of the Territory

Distributor shall promote the sale of Supplier Products in the Territory on its website. Notwithstanding

the foregoing sentence, Distributor shall not actively advertise or actively solicit orders for Supplier

Products outside of the Territory. In the event Distributor receives an order from outside its Territory,

Distributor will work with Supplier to fulfill the order in a manner financially beneficial to Supplier,

Distributor and the distributor located in the region where the order originated (as determined by

Supplier in its sole discretion and in compliance with applicable law).

7. Orders

All orders will be transmitted by Distributor to Supplier and shall be subject to acceptance in writing by

Supplier. Supplier may (in its sole discretion) refuse acceptance of any order within 48 hours of receipt.

Each order submitted shall constitute an offer by Distributor to purchase the Supplier Products

described in such order and, upon acceptance by Supplier, shall give rise to a contractual obligation of

Distributor to purchase the said products on the terms and conditions set forth in this Agreement.

Conflicting, inconsistent or additional terms or conditions contained in any order submitted by

Distributor shall not be binding unless Supplier specifically accepts such terms or conditions in writing.

All expenses arising out of the change or cancellation of an order after acceptance by Supplier, including

the cost of diversion, cancellation or consignment of shipments, and any reasonable restocking

charge, shall be paid by Distributor to Supplier, on demand.

8. Payment and Delivery

The purchase price shall be quoted and payable in EUR. Euros to Supplier at the address specified on the

invoice. Unless otherwise agreed by the parties in writing, payment shall be made by Distributor by wire

transfer within 30 days of shipment from the Supplier facilities. The Supplier Products shall be delivered

DDP Supplier's facilities (Incoterms 2010). Risk of loss for the Supplier Products shall pass upon delivery

to the named carrier at Distributor's facilities. If Supplier pays any shipping, or handling costs, such costs

will be billed to Distributor once approved by distributor and will be reimbursed to Supplier by

Distributor.

9. Samples

Supplier will provide to distributor at no charge, set of samples of new collections after discussion and

agreement with the distributor. Those samples will remain the property of the supplier unless sold and

informed so by distributor. A reasonable discount should be applied in such case. Set of samples will be

returned to supplier at distributor's expense at the end of each season.

10. Resale Price and Expenses

Distributor shall set the selling price at which the Supplier Products are sold in the Territory. Distributor

shall be solely responsible for the costs involved in the distribution of the Supplier Products, including

sales costs, shipping and handling costs, installation costs or other operating expenses, letter of credit

costs, wire transfer fees and other costs associated with making payment, and taxes, however

designated.

11. Sales and Promotion

Supplier agrees to furnish, in English, to Distributor (via email in pdf format, and for pictures in high

resolution) such descriptive literature, advertising materials, technical manuals and sales promotional

materials concerning the Supplier Products as Supplier may, from time to time, have available for such

purposes. Distributor shall have the right to translate such materials into the languages of the Territory
at its own expense. Supplier shall retain ownership of all proprietary rights, including, intellectual

propriety rights to the translated versions of the materials. Distributor will be solely responsible for

the accuracy of the translations and will provide Supplier with a copy of each translated work if

requested.

12. Selling season

Collections are set as following:

Presentation of new collection: Shall occur between month of March to June. Samples should be

provided in a timely manner to conduct sales properly.

Sample set will then be used until following March to achieve in store consumer events on what is

referred to as "Bridal Tour" (trunk show).

Sample set (of items not sold during these events) will then be returned to supplier. Items sold,

therefore not returned, shall be paid at that time to supplier with the prior agreed discount.

13. Infringement by Third Parties

Distributor will cooperate fully with and assist Supplier in its efforts to protect Supplier's intellectual

property rights within the Territory and shall exercise reasonable diligence to detect and shall

immediately advise Supplier if Distributor has knowledge of any infringement of any patents,

trademarks, copyrights or other intellectual property rights owned or used by Supplier.

14. Confidential Information; No Reverse Engineering Supplier may provide Distributor with certain

confidential or proprietary information ("Confidential Information"). Confidential Information includes

information, whether written, electronic or oral, which Distributor knows or reasonably should know is

proprietary, confidential or a trade secret of Supplier, including any and all technical or business

information, the Software including its source codes and documentation, specifications and design

information for the Supplier Products, servicing information, customer lists, pricing information,

marketing information, policies, procedures and manuals regarding Supplier's distributors or

distribution channels, research and development and other proprietary matter relating to the Supplier.

Products or business of Supplier. Distributor will refrain from using the Confidential Information except

to the extent necessary to exercise its rights or perform its obligations under this Agreement. Distributor

will likewise restrict its disclosure of the Confidential Information to those who have a need to know

such Confidential Information in order for Distributor to perform its obligations and enjgvits rights,
under this Agreement. Such persons will be informed of and will agree to the provisions of this Section

and Distributor will remain responsible for any unauthorized use or disclosure of the Confidential.

Information by any of them. Upon termination of this Agreement (or earlier, upon request by Supplier),

Distributor shall cease to use all Confidential Information and promptly return to Supplier (or destroy,

upon request by Supplier) any documents (whether written or electronic) in its possession or under its

control that constitutes Confidential Information. During the term of this Agreement and thereafter,

neither Distributor, nor Distributor's employees, independent contractors nor other agents shall (a)

reverse engineer, decompile or otherwise disassemble the Supplier Products from the products

themselves or from any other information made available to them, or (b) otherwise use any of the

Confidential Information or Supplier provided training to support, maintain or otherwise service a third

party's products or services,

15. Compliance with Laws

In connection with its obligations under this Agreement, Distributor agrees to comply with all, local and

foreign laws, constitutions, codes, statutes and ordinances of any governmental authority that may be

applicable to Distributor, its activities under this Agreement or the Supplier Products, including all

applicable export control laws and regulations. Distributor agrees to take all such further acts and

execute all such further documents as Supplier reasonably may request in connection with such

compliance.

16. Product Warranties

1. Limited Manufacturing Warranty. Supplier warrants for a period

of 60 days following delivery of the Products (the "Warranty Period") that the Products shall be free

from defects in materials and workmanship. Supplier's sole obligation under this warranty shall be to

provide, at no charge to Distributor, replacement Products. Defective Products must be returned to

Supplier (at supplier cost), for replacement (unless Supplier determines such return is not necessary)

and shall become Supplier's property. For a warranty claim to be made, Distributor must follow the

procedures established by Supplier.

2. Warranty of Good Title. Supplier agrees to indemnify Distributor from any liability to any third party

for infringement of patents, copyrights, trademarks or trade secrets with respect to Supplier Products

sold/ licensed by Distributor pursuant to this Agreement. Supplier shall, at its option, be allowed sole

and exclusive control over the defense, settlement and compromise of any claims of infringement.
Supplier must be notified in writing by Distributor within 10 days of any third party claim which, if

upheld, might result in a liability subject to indemnification under this Subsection. If the distribution of

the Supplier Products is threatened by a claim of infringement, or is likely to be enjoined or liability for

infringement is found, Supplier may, in its discretion and at its sole option: (i) procure for Distributor the

right to continue distributing the Supplier Products; or (ii) modify the Supplier Products so as to make

them non-infringing; or (iii) substitute non-infringing products; or (iv) refund the price paid by

Distributor for the Supplier Products in its possession subject to their return by Distributor and

terminate this Agreement with respect to the allegedly infringing products. THIS SUBSECTION STATES

THE ENTIRE LIABILITY OF SUPPLIER WITH RESPECT TO INFRINGEMENT OF ANY PATENT, COPYRIGHT,

TRADEMARK, TRADE SECRET OR OTHER INTELLECTUAL PROPERTY RIGHT BY ANY SUPPLIER PRODUCT.

17. Term and Termination

Unless earlier terminated as provided in this Agreement, the term of this Agreement shall commence as

of the Effective Date and shall automatically renew at the end of each year. Either party may terminate.

this Agreement at the end of each selling season given notice of one month and before set of new

samples provided

18. Effect of Termination

Upon notice of termination of this Agreement for any reason, the following provisions shall apply: (a)

Supplier shall have the right to immediately appoint another distributor to continue sales efforts in the

Territory; All outstanding balances owed by Distributor to Supplier shall become immediately due and

payable to Supplier; (d) Both parties shall at all times thereafter refrain from any conduct that would be

inconsistent with or likely to cause confusion with respect to the nature of their business relationship;

(e) All rights granted to Distributor under this Agreement shall cease, and where appropriate, revert to

Supplier; and (f) Supplier, in its sole discretion, shall have the right, but shall in no way be obligated

(unless otherwise required by law), to inspect and repurchase all or any quantity of the Supplier

Products (including Supplier Products for demonstration and parts to service the Supplier Products) then

owned or ordered by Distributor at the lesser of (i) the original price paid by Distributor for such

Supplier Products, or (ii) at the then-current price to Distributor, and under both (i) or (ii), less any

applicable restocking or refurbishing charge.

Supplier shall have the right to assign such option to repurchase to any other person whom it may

designate. No consideration or indemnity shall be payable to Distributor either for loss of profit,
goodwill, customers or other like or unlike items, nor for advertising costs, costs of samples or supplies,

termination of employees, employees' salaries and other like or unlike items. In no event shall

Distributor continue to represent itself as a Supplier distributor or representative after termination of

this Agreement. Supplier shall have no liability to Distributor by reason of any termination by Supplier.

Distributor shall indemnify and hold harmless Supplier from and against any and all liability, loss,

damages and costs (including reasonable attorneys' fees) arising out of any claim by Distributor or any

third party standing in the right of Distributor to any right of entitlement contrary to the express terms

of this section.

19. Relationship of the Parties

Distributor is an independent contractor and not an employee, agent, affiliate, partner or joint venture

with or of Supplier. Neither Distributor nor Supplier shall have any right to enter into any contracts or

commitments in the name of, or on behalf of the other or to bind the other in any respect whatsoever,

except insofar as is allowed by this Agreement.

20. Force Majeure

Neither party shall be liable in the event that its performance of this Agreement is prevented, or

rendered so difficult or expensive as to be commercially impracticable, by reason of an Act of God, labor

dispute, unavailability of transportation, goods or services, governmental restrictions or actions, war

(declared or undeclared) or other hostilities, or by any other event, condition or cause which is not

foreseeable on the Effective Date and is beyond the reasonable control of the party.

21. Governing Law mark

This Agreement shall be governed in all respect by the laws of FRANCE, which shall be applied withiest

reference to any conflict-of-laws rule under which different law might otherwise be applicable.

22. Assignment and Delegation

Distributor shall have no right to assign any of its rights or delegate its obligations under this Agreement

without the prior written consent of Supplier. Any assignment or delegation attempted without such

written consent shall be void and of no legal effect whatsoever. This Agreement shall be binding upon

the parties' respective successors and permitted assigns.

23. Severability
In the event that any provision of this Agreement shall be unenforceable or invalid under any applicable

law or be so held by applicable court or arbitration decision, such unenforceability or invalidity shall not

render this Agreement unenforceable or invalid as a whole, and, in such event, such provisions shall be

changed and interpreted so as to best accomplish the objectives of such unenforceable or invalid

provision within the limits of applicable law or applicable court or arbitration decision.

24. Construction

The headings or titles preceding the text of the Sections and Subsections are inserted solely for

convenience of reference, and shall not constitute a part of this Agreement, nor shall they affect the

meaning, construction or effect of this Agreement. Both parties have participated in the negotiation and

drafting of this Agreement. This Agreement is executed in the English language and may be translated

into another language for informational purposes only. In the event an ambiguity or question of intent

or interpretation arises, the English version of this Agreement shall prevail and this Agreement shall be

construed as if drafted by both of the parties and no presumption or burden of proof shall arise favoring

or disfavoring either party by virtue of the authorship of any of the provisions of this Agreement.

25. Notice

Any notice, consent or other communication required or permitted under this Agreement shall be

written in English and shall be deemed given when (a) delivered personally; (b) sent by confirmed

facsimile transmission; or (c) sent by commercial courier with written verification of receipt returned to

the sender. Notice, consent or other communications (but not service of process) may also be given by

e-mail. Rejection or other refusal to accept or the inability to deliver because of changed address or

facsimile number of which no notice was given shall be deemed to constitute receipt of the notice,

consent or communication sent. Names, addresses and facsimile numbers for notices (unless and until

written notice of other names, addresses and facsimile numbers are provided by either or both parties)

are provided below.

IN WITNESS WHEREOF the parties have caused this Exclusive Distribution Agreement to be executed

and delivered by their duly authorized representatives.

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- В4021
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- В4321
- В3821
- В1321
- В3421
- В10022
- Т5021
- В2921
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- Rhea
- Rhea Cape
- Melina Cape
- Aria Cape
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- Ariadna

17.04.2023 ______________ __________________