In this Agreement, unless the context otherwise requires, the following terms shall bear the meanings ascribed to them below.

"Content" shall mean any and all audiovisual, visual, written, photographic or multimedia materials conceived, created, produced, recorded, edited or published by the Influencer pursuant to this Agreement, including without limitation Instagram feed posts, reels, carousels and stories, together with any captions, hashtags, tags, sound selections, music, overlays and metadata forming an integral part thereof.

"Deliverables" shall mean the specific items of Content which the Influencer is obliged to produce and publish in accordance with the specifications set out in the section entitled Deliverables and Content Specifications.

"Campaign" shall mean the coordinated promotional activity undertaken by the Influencer for the benefit of the Brand pursuant to this Agreement, including the conception, creation, publication and maintenance of the Deliverables for the duration herein specified.

"Fee" shall mean the aggregate monetary consideration payable by the Brand to the Influencer in exchange for the full and timely performance of the obligations of the Influencer under this Agreement.

"Usage Period" shall mean the limited period of time during which the Brand is authorized to exploit the Content for commercial purposes, as further specified in the section entitled Usage Rights and Permitted Exploitation.

Words importing the singular shall include the plural and vice versa; words importing any gender shall include all genders; references to persons shall include natural persons, bodies corporate and unincorporated associations; and headings are inserted for convenience only and shall not affect the construction of this Agreement.

Any reference to a statute, regulation, code of conduct or guideline shall be construed as a reference to such instrument as amended, re-enacted or supplemented from time to time.

The expressions "including", "includes" and "in particular" shall be construed as being by way of illustration or emphasis only and shall not be construed as limiting the generality of any preceding words.

The Brand hereby engages the Influencer, and the Influencer hereby accepts such engagement, to render the influencer marketing services described herein (the "Services") on a non-exclusive, independent basis, upon the terms and subject to the conditions set forth in this Agreement.

The Services shall comprise the conception, creation, production, publication and, where applicable, pinning or saving to highlights of the Deliverables on the Influencer's personal Instagram account, together with reasonable responses to comments and audience interactions associated therewith during the Campaign.

The Influencer shall perform the Services personally and shall not subcontract, delegate or assign any part of the performance of the Services to any third party without the prior written consent of the Brand, save that the Influencer may engage personal assistants, photographers, videographers or editors for ancillary technical support, provided that the Influencer remains fully responsible for the acts and omissions of such persons.

The Influencer shall exercise reasonable professional skill, care and diligence in the performance of the Services and shall apply the editorial judgment, creative sensibility and audience engagement techniques for which the Influencer is known.

The Brand acknowledges that the Influencer retains full creative control over the tone, style and voice of the Content, subject only to compliance with the content specifications and the approval process set forth herein, it being understood that preservation of the Influencer's authentic voice is essential to the efficacy of the Campaign.

The Influencer makes no representation, warranty or guarantee as to any specific commercial, promotional or performance outcome, including without limitation levels of engagement, reach, impressions, views, likes, comments, shares, conversions, sales or any other quantitative or qualitative metric.

The Parties expressly agree that this engagement is non-exclusive, and nothing in this Agreement shall preclude the Influencer from entering into similar or dissimilar arrangements with any other party, including competitors of the Brand, provided that the Influencer does not simultaneously publish content endorsing a directly competing product within the same individual Instagram post, reel or story carrying a Deliverable hereunder.

In full consideration of the complete and satisfactory performance by the Influencer of all obligations under this Agreement, the Brand shall pay to the Influencer a flat fee in the amount of [Amount] [Currency] (the "Fee"), exclusive of any applicable taxes which shall be treated as set forth in the section entitled Taxes and Withholdings.

The Fee shall be paid in two instalments as follows: (i) [percentage, e.g., 50%] of the Fee, equal to [Amount] [Currency], shall be paid upfront within [number] days following the execution of this Agreement and prior to the commencement of production of the Deliverables; and (ii) the remaining [percentage, e.g., 50%] of the Fee, equal to [Amount] [Currency], shall be paid within [number] days following publication of the final Deliverable in accordance with the terms hereof.

Payment of the upfront instalment is a condition precedent to the obligation of the Influencer to commence production of the Deliverables, and any delay in the payment of such instalment shall entitle the Influencer to a day-for-day extension of all delivery deadlines without liability of any kind.

All payments shall be made in [Currency] by electronic bank transfer in immediately available funds to the account designated by the Influencer in writing, free and clear of any deductions, counterclaims or set-offs save as required by applicable law.

Any sum not paid by the Brand on the due date shall bear interest from the due date until the date of actual payment at the rate of [number]% per month, or such lower rate as may be the maximum permitted by applicable law, together with any reasonable costs of collection, including legal fees.

The Brand shall reimburse the Influencer for all reasonable out-of-pocket expenses pre-approved in writing by the Brand, including without limitation travel, accommodation, props, materials and third-party production costs incurred specifically in connection with the Services, within [number] days of receipt of substantiating documentation.

The Influencer shall issue an invoice to the Brand corresponding to each instalment, and the Brand shall not withhold, delay or refuse payment of any undisputed portion of an invoice on the basis of any dispute concerning any other invoice or matter.

The Deliverables to be produced and published by the Influencer under this Agreement shall consist of the following items on the Influencer's personal Instagram account: [number] feed post(s), [number] reel(s) of approximately [duration] in length, and [number] story frame(s), such Deliverables to be published in accordance with the publication schedule set forth below.

The publication schedule shall be as follows: the first Deliverable shall be published no later than [Date], and subsequent Deliverables shall be published at intervals mutually agreed in writing by the Parties, with all Deliverables to be published no later than [Final Publication Date].

Each Deliverable shall feature the Products in a manner consistent with the creative brief communicated by the Brand in writing prior to production, shall include the Brand's handle [@BrandHandle] as a tag, and shall include the hashtags and mentions reasonably specified by the Brand in advance.

The technical and editorial specifications of each Deliverable, including without limitation aspect ratio, resolution, duration, use of music, inclusion of specific messaging points and call-to-action elements, shall be as reasonably communicated by the Brand in writing in advance of production, subject always to the preservation of the Influencer's authentic voice and style.

The Influencer shall retain each published Deliverable on the Instagram account for a minimum period of [number] days from the date of publication (and, in the case of stories, for the natural duration of the story, which the Parties acknowledge is twenty-four (24) hours, with such stories being added to a permanent highlight reel entitled [Highlight Name] for the same minimum period) during which period the Influencer shall not delete, archive, hide or materially alter the Deliverables without the prior written consent of the Brand.

The Influencer shall not be required to produce any content format, deliverable, platform appearance or output which is not expressly enumerated in this section, and any additional content shall be subject to a separate written agreement and additional consideration to be negotiated in good faith.

Should the Brand request material changes to the agreed Deliverables after production has commenced, including changes to format, number, timing or messaging, the Influencer shall be entitled to additional compensation reasonably reflecting the additional work and to a corresponding extension of applicable deadlines.

Prior to the publication of any Deliverable, the Influencer shall submit a draft of such Deliverable to the Brand for review by electronic mail or such other reasonable means as the Parties may agree, together with the proposed caption, hashtags and any other accompanying textual elements.

The Brand shall review each submitted draft and shall notify the Influencer in writing of its approval or of specific, reasonable requests for revision within [number] business days of receipt of the draft (the "Review Period"). Any requests for revision must be clear, specific and consistent with the creative brief and the specifications set forth in this Agreement.

Should the Brand fail to provide written notice of approval or of specific revision requests within the Review Period, the draft shall be deemed approved in all respects, and the Influencer shall be entitled to proceed to publication without further obligation.

The Influencer shall consider in good faith any reasonable revision requests communicated within the Review Period and shall implement such revisions as are consistent with the Influencer's creative judgment, provided that the Influencer shall not be required to accept more than two (2) rounds of revision per Deliverable, and any further revisions shall entitle the Influencer to additional compensation and to a reasonable extension of deadlines.

The Brand shall not withhold approval unreasonably, capriciously or on grounds unrelated to the specifications set forth in this Agreement or the creative brief, and any attempt to use the approval process to secure deliverables materially beyond the agreed scope shall constitute a material breach of this Agreement.

Upon approval (whether express or deemed), the Influencer shall publish the Deliverable in accordance with the agreed publication schedule, and such publication shall constitute conclusive evidence of acceptance of the Deliverable by the Brand for all purposes under this Agreement, triggering the obligation of the Brand to pay the second instalment of the Fee.

Minor post-publication edits by the Influencer to correct typographical errors, tag omissions or similar inadvertent inaccuracies shall not require further approval.

Subject to full and timely payment of the Fee, the Influencer hereby grants to the Brand a non-exclusive, worldwide, royalty-free, non-transferable license to use, reproduce, display, distribute and communicate to the public the approved Content for commercial advertising, marketing and promotional purposes, solely in connection with the Products and the Brand, during the Usage Period.

The Usage Period shall commence on the date of first publication of each item of Content and shall expire upon the lapse of [number] months thereafter (the "Usage Period"), after which the Brand shall promptly cease all use of the Content and remove any reproductions thereof from its owned and operated channels.

The permitted uses during the Usage Period shall be limited to the following channels: the Brand's owned social media accounts, the Brand's official website, paid digital advertising campaigns (including whitelisting or branded content amplification of the Influencer's original posts via Instagram), electronic mail marketing, and point-of-sale digital displays, in each case in a form that does not materially alter the substantive editorial content.

Any use of the Content outside the permitted channels, outside the Usage Period, in a manner materially altering the Content, or in connection with any product, service or brand other than those expressly contemplated herein, shall require the separate prior written consent of the Influencer and the payment of additional consideration to be negotiated in good faith.

The Brand shall at all times, when using the Content, credit the Influencer by tagging or mentioning the Influencer's handle [@Influencer Handle] in a manner reasonably prominent and consistent with Instagram and industry conventions.

The Brand shall not sublicense, sell, assign or otherwise transfer the rights granted under this section to any third party, save to its advertising agencies, media buyers and service providers acting on its behalf and under its direction and control, provided that the Brand shall remain fully responsible for the acts and omissions of such third parties.

The Influencer shall retain all moral rights in the Content to the fullest extent permitted by applicable law, and the Brand shall not use the Content in any manner that is derogatory, defamatory, offensive or materially inconsistent with the Influencer's personal values, reputation or public image.

Upon expiration of the Usage Period, all rights granted hereunder shall automatically revert to the Influencer, and the Brand shall discontinue all further use of the Content, provided that organic posts naturally retained on the Influencer's own account shall remain unaffected.

The Influencer shall ensure that each Deliverable prominently discloses the commercial nature of the relationship with the Brand in accordance with applicable advertising laws, regulations and self-regulatory codes, and in accordance with the published guidelines of Instagram concerning branded content.

Without limitation, the Influencer shall make use of the Instagram "Paid Partnership" tool or equivalent native branded-content disclosure feature with respect to each Deliverable, and shall additionally include clear and conspicuous textual disclosures such as "#ad", "#sponsored", "#paidpartnership" or equivalent language in the opening portion of the caption or as a static overlay on reels and stories.

The Brand shall provide the Influencer with such reasonable information, guidance and brand-approved disclosure language as the Influencer may require in order to comply with the disclosure obligations hereunder, and the Brand shall bear sole responsibility for the accuracy of all substantive factual claims regarding the Products.

The Influencer shall not make any claim, representation or statement concerning the Products that has not been substantiated by the Brand in writing, and the Brand shall indemnify the Influencer against any liability arising from the inaccuracy of any such Brand-provided substantiation.

The Influencer shall ensure that any testimonial or endorsement reflects the Influencer's honest opinion, belief and experience, and the Brand shall afford the Influencer a reasonable opportunity to use and evaluate the Products prior to production of the Deliverables.

Each Party shall comply with all applicable laws, regulations, codes of practice and platform policies governing influencer marketing, consumer protection and advertising in the jurisdictions in which the Content is intended to be published or amplified.

In the event that any regulatory authority, self-regulatory body or the Instagram platform challenges, investigates or sanctions any Deliverable, the Parties shall cooperate in good faith to address such matter promptly, and the Brand shall bear all costs arising from any such challenge that does not relate to a wilful breach by the Influencer of the disclosure obligations hereunder.

The Fee and all other sums payable to the Influencer under this Agreement are expressed exclusive of any value added tax, goods and services tax, sales tax or similar indirect tax, which, if applicable, shall be payable by the Brand in addition against a valid tax invoice.

The Influencer shall be solely responsible for the declaration and payment of any income tax, social security contributions or equivalent levies arising on the Influencer's personal income under applicable law in the Influencer's jurisdiction of residence.

Should the Brand be required by applicable law to deduct or withhold any amount from any payment due to the Influencer, the Brand shall gross up such payment so that the net amount received by the Influencer after such deduction or withholding equals the amount that the Influencer would have received had no such deduction or withholding been required.

The Brand shall provide the Influencer with official receipts, certificates or other documentary evidence of any amounts deducted or withheld, promptly and in such form as the Influencer may reasonably require for purposes of claiming any corresponding credit, exemption or refund.

The Parties shall cooperate in good faith to minimize any applicable withholding, including by executing and delivering such tax residence certificates, treaty forms or other documentation as may be reasonably required.

Each Party shall bear the cost of its own tax, accounting and legal advice in connection with this Agreement.

Each Party represents and warrants to the other that it has full right, power and authority to enter into this Agreement and to perform its obligations hereunder, and that this Agreement constitutes a legal, valid and binding obligation enforceable against it in accordance with its terms.

The Influencer represents and warrants that: (i) the Influencer is of legal age and acts in the capacity of a private individual; (ii) the Content, excluding any materials, trademarks or information supplied by the Brand, shall be original to the Influencer and shall not infringe the intellectual property rights, rights of publicity, rights of privacy or any other rights of any third party; and (iii) the Influencer has obtained all necessary consents and releases from any individuals appearing in the Content.

The Brand represents and warrants that: (i) all information, images, trademarks, logos, product claims and other materials supplied by it to the Influencer are accurate, lawful and do not infringe the rights of any third party; (ii) the Products are safe for use in the manner contemplated and comply with all applicable laws; and (iii) the Brand holds all rights necessary to authorize the promotion of the Products hereunder.

The Influencer makes no representation, warranty, guarantee or undertaking of any kind, express or implied, as to any particular commercial outcome of the Campaign, including without limitation audience reach, engagement rates, conversions, sales uplift or return on investment.

Each Party shall comply with all laws, regulations and codes applicable to the performance of its obligations under this Agreement.

Save as expressly set out in this Agreement, all representations, warranties, conditions and other terms, whether express or implied by statute, common law or otherwise, are hereby excluded to the fullest extent permitted by applicable law.

As between the Parties, the Influencer shall be and remain the sole and exclusive owner of all right, title and interest in and to the Content, including all intellectual property rights therein, subject only to the limited license granted to the Brand under the section entitled Usage Rights and Permitted Exploitation.

The Brand shall be and remain the sole and exclusive owner of its trademarks, trade names, logos, service marks, trade dress, product designs, copyrighted materials, imagery and other proprietary assets (collectively, the "Brand Materials"), and hereby grants to the Influencer a limited, non-exclusive, non-transferable, royalty-free license to use the Brand Materials solely for the purpose of producing and publishing the Deliverables in accordance with this Agreement.

Neither Party shall acquire any right, title or interest in the intellectual property of the other Party except as expressly set forth in this Agreement, and all goodwill arising from the use of a Party's intellectual property shall accrue exclusively to the benefit of such Party.

The Influencer reserves all rights not expressly granted to the Brand hereunder, including without limitation the right to continue to display, distribute and exploit the Content on the Influencer's personal Instagram account and other personal channels, in portfolios and in showreels in perpetuity.

Nothing herein shall be construed as a work-made-for-hire or an assignment of copyright in the Content, it being the clear intention of the Parties that the Influencer retains ownership of all Content created hereunder.

The Brand shall not file, register or seek to register any trademark, copyright or other intellectual property right in or over the Content or any derivative thereof, and shall not challenge or contest the Influencer's ownership of the Content.

The Influencer is engaged under this Agreement as an independent contractor, and nothing herein shall be construed as creating an employer-employee, partnership, joint venture, agency or franchise relationship between the Parties.

The Influencer shall have sole discretion as to the means, methods, equipment, location and timing by which the Services are performed, subject only to compliance with the specifications, deadlines and approval process expressly set forth in this Agreement.

The Influencer shall not be entitled to any employee benefit of any kind from the Brand, including without limitation paid leave, pension contributions, medical insurance, severance pay or unemployment benefits, and the Influencer expressly waives any claim to such benefits.

Neither Party shall have any right, power or authority to assume, create or incur any obligation or liability, express or implied, on behalf of the other Party, or to bind the other Party in any manner whatsoever, except as expressly authorized in writing.

The Influencer shall be solely responsible for providing all equipment, materials and resources necessary for the performance of the Services, save for any Products or specific materials expressly supplied by the Brand.

Should any competent authority reclassify the relationship between the Parties as one of employment, the Influencer shall nonetheless be entitled to retain the Fee in full, and the Brand shall indemnify the Influencer against any additional taxes, contributions, penalties or liabilities arising from such reclassification which are properly attributable to the Brand.

Each Party (the "Receiving Party") shall treat as confidential all non-public information disclosed to it by or on behalf of the other Party (the "Disclosing Party") in connection with this Agreement, including without limitation business plans, marketing strategies, product information, pricing, customer data, creative briefs and the terms of this Agreement (collectively, "Confidential Information").

The Receiving Party shall not use the Confidential Information for any purpose other than the performance of its obligations and exercise of its rights under this Agreement, and shall not disclose Confidential Information to any third party without the prior written consent of the Disclosing Party, save to its professional advisers bound by equivalent duties of confidence.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly available other than through breach of this Agreement; (ii) was known to the Receiving Party free of restriction prior to disclosure; (iii) is lawfully obtained from a third party without obligation of confidence; or (iv) is independently developed without reference to the Confidential Information.

The Receiving Party may disclose Confidential Information to the extent required by law, court order or competent regulatory authority, provided that, where lawful, the Receiving Party gives the Disclosing Party prompt written notice and a reasonable opportunity to seek a protective order.

The obligations of confidentiality shall survive the termination or expiration of this Agreement for a period of [number] years.

Notwithstanding the foregoing, the Influencer shall be entitled to disclose the identity of the Brand as a client and to display the Content in the Influencer's personal and professional portfolios, showreels and promotional materials.

Upon termination or expiration of this Agreement, each Receiving Party shall, upon written request of the Disclosing Party, return or destroy all Confidential Information in its possession, save for copies required to be retained by law or for ordinary archival purposes.

Each Party shall comply with all applicable data protection and privacy laws in relation to the processing of personal data in connection with this Agreement.

To the extent that either Party processes personal data relating to the other Party or its representatives for purposes of administering this Agreement, such processing shall be limited to that strictly necessary for the performance of this Agreement, communication between the Parties and compliance with legal obligations.

The Brand acknowledges that any personal data of followers or audience members visible through the Influencer's Instagram account remains subject to the privacy policies of the Instagram platform and of the Influencer, and the Brand shall not scrape, extract, aggregate or otherwise process any such personal data without a lawful basis.

Each Party shall implement appropriate technical and organizational measures to safeguard personal data against unauthorized access, loss, alteration or disclosure, and shall promptly notify the other Party of any personal data breach materially affecting such other Party.

Where either Party acts as a processor on behalf of the other, the Parties shall enter into such additional data processing arrangements as may be required by applicable law.

Each Party shall cooperate with the other, at the other's reasonable request and cost, in responding to any request from a data subject or any inquiry from a supervisory authority relating to the processing of personal data under this Agreement.

The Brand shall indemnify, defend and hold harmless the Influencer and the Influencer's immediate family, representatives and advisors (the "Influencer Indemnitees") from and against any and all claims, demands, actions, proceedings, losses, damages, liabilities, fines, penalties, costs and expenses (including reasonable legal fees) arising out of or in connection with: (i) any breach by the Brand of its representations, warranties or obligations under this Agreement; (ii) any defect in or claim relating to the Products; (iii) the inaccuracy of any factual claim, information or material supplied by the Brand regarding the Products; (iv) any use of the Content by the Brand outside the scope of the license granted hereunder; and (v) any infringement by the Brand Materials of the rights of any third party.

The Influencer shall indemnify and hold harmless the Brand from and against any claims, losses and expenses (including reasonable legal fees) arising solely out of: (i) the Influencer's wilful breach of the representations and warranties expressly made by the Influencer in this Agreement; or (ii) the Influencer's gross negligence or wilful misconduct in the performance of the Services.

The indemnified Party shall: (i) promptly notify the indemnifying Party in writing of any claim for which indemnity is sought; (ii) permit the indemnifying Party to assume control of the defence and settlement of the claim, provided that no settlement imposing any non-monetary obligation on the indemnified Party shall be made without such Party's prior written consent; and (iii) provide reasonable cooperation at the indemnifying Party's cost.

The indemnified Party shall have the right, at its own cost, to participate in the defence of any claim with counsel of its own choosing.

The indemnification obligations set forth in this section shall survive the termination or expiration of this Agreement.

Subject to the exceptions below, the aggregate liability of the Influencer to the Brand arising out of or in connection with this Agreement, whether in contract, tort (including negligence), breach of statutory duty or otherwise, shall not in any event exceed the total amount of the Fee actually received by the Influencer under this Agreement.

Neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary or punitive damages, nor for any loss of profits, loss of revenue, loss of business, loss of goodwill or loss of anticipated savings, howsoever arising.

The limitations and exclusions of liability set forth in this section shall not apply to: (i) liability for death or personal injury caused by negligence; (ii) liability for fraud or fraudulent misrepresentation; (iii) the indemnification obligations of the Brand under the section entitled Indemnification; (iv) the Brand's obligation to pay the Fee and other sums due hereunder; or (v) any other liability which cannot be lawfully excluded or limited.

The Brand acknowledges that the limitations of liability afforded to the Influencer under this section are reasonable and reflect the allocation of risk between the Parties, having regard to the Fee payable hereunder and the personal, individual capacity in which the Influencer acts.

Each Party shall have a duty to mitigate its losses.

No claim shall be brought by either Party under this Agreement unless written notice of such claim is served on the other Party within [number] months of the Party becoming aware of the facts giving rise to the claim.

This Agreement shall come into effect on the Effective Date and shall continue in full force until the completion of all Deliverables and the expiration of the Usage Period, unless earlier terminated in accordance with the terms hereof (the "Term").

Either Party may terminate this Agreement with immediate effect by written notice to the other Party if the other Party: (i) commits a material breach of this Agreement which is incapable of remedy; or (ii) commits a material breach which is capable of remedy and fails to remedy the same within [number] days of receipt of written notice requiring remedy; or (iii) becomes insolvent, enters into any arrangement with its creditors, or ceases or threatens to cease to carry on business.

The Influencer may additionally terminate this Agreement with immediate effect by written notice to the Brand if: (i) the Brand fails to pay any undisputed sum when due and such failure continues for more than [number] days; (ii) the Brand requires the Influencer to engage in any act which would be unlawful, misleading or materially damaging to the Influencer's reputation; or (iii) the Brand becomes the subject of significant adverse publicity reasonably likely to tarnish the Influencer's personal brand by association.

Upon termination by the Influencer pursuant to the preceding clause, the Influencer shall be entitled to retain the upfront instalment of the Fee and to receive the balance of the Fee pro rata for any Deliverables already produced or published.

Upon termination of this Agreement for any reason: (i) all licenses granted to the Brand in respect of unpublished Content shall immediately terminate; (ii) any confidentiality, indemnity, limitation of liability and governing law provisions shall survive; and (iii) each Party shall promptly pay to the other any undisputed sums due as at the date of termination.

Termination shall be without prejudice to any rights or remedies accrued by either Party at the date of termination.

The Brand shall have no right to terminate this Agreement for convenience, and any purported termination not in accordance with this section shall constitute a repudiatory breach entitling the Influencer to the full balance of the Fee as liquidated damages.

This Agreement shall be governed by, and construed in accordance with, the laws of [Governing Law Jurisdiction], without regard to any conflict of law principles that would require the application of the laws of any other jurisdiction.

The Parties shall endeavour to resolve any dispute, controversy or claim arising out of or in connection with this Agreement amicably through good-faith negotiation between duly authorized representatives, commencing promptly upon written notice of the dispute by either Party.

If any such dispute is not resolved within [number] days of the commencement of negotiations, either Party may refer the dispute to mediation under the auspices of a recognized mediation body mutually agreed between the Parties, with the costs of mediation to be borne equally.

In the event the dispute remains unresolved following mediation (or if either Party refuses to participate in mediation), the dispute shall be finally and exclusively submitted to the courts of [Jurisdiction/City], to whose jurisdiction the Parties irrevocably submit.

Nothing in this section shall prevent either Party from seeking urgent injunctive, interlocutory or interim relief from any court of competent jurisdiction in order to protect its rights pending final resolution of the dispute.

Each Party shall bear its own costs in connection with any dispute, save that the prevailing Party in any formal proceedings shall be entitled to recover reasonable legal fees and costs from the non-prevailing Party to the extent permitted by applicable law.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior and contemporaneous negotiations, representations, understandings and agreements, whether oral or written, relating thereto.

No variation, amendment or modification of this Agreement shall be effective unless made in writing and signed by duly authorized representatives of both Parties.

No failure or delay by either Party in exercising any right, power or remedy under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of any such right, power or remedy preclude any other or further exercise thereof.

If any provision of this Agreement is held to be invalid, illegal or unenforceable, such provision shall be severed and the remaining provisions shall continue in full force and effect, and the Parties shall negotiate in good faith to replace the invalid provision with a valid one closest in intent and economic effect.

Neither Party may assign, transfer, charge or otherwise dispose of this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, save that the Brand may assign this Agreement to a successor in connection with a merger, acquisition or sale of substantially all of its assets, subject to the assignee undertaking in writing to be bound by the terms hereof.

All notices required or permitted to be given under this Agreement shall be in writing and shall be delivered by hand, by internationally recognized courier or by electronic mail to the addresses set forth in the signature block below, or to such other address as either Party may notify the other in accordance with this clause.

Neither Party shall be liable for any failure or delay in the performance of its obligations hereunder (other than the obligation to make payments) to the extent that such failure or delay results from circumstances beyond its reasonable control, including acts of God, war, terrorism, pandemic, civil unrest, strikes, platform outages or governmental action.

This Agreement may be executed in counterparts, each of which when so executed shall be deemed to be an original and all of which together shall constitute one and the same instrument. Signatures transmitted by electronic means (including scanned PDF signatures and recognized electronic signature platforms) shall have the same legal effect as original handwritten signatures.

Nothing in this Agreement is intended to confer any right or benefit on any third party.