This Agreement sets forth the terms and conditions under which Vanimy Christian Jewelry (“Vanimy Jewelry”) and the Retail Partner (“Partner”) will cooperate in the sale, marketing, and promotion of Vanimy Jewelry’s products.

1. Sale of Products under Vanimy's Brand

The Retail Partner agrees to sell and display Vanimy Jewelry's products under the name of Vanimy at their retail location(s) and/or online store(s). Both Parties agree that the Retail Partner will make reasonable efforts to present the Vanimy brand in a positive and professional manner, adhering to Vanimy Jewelry’s preferences regarding product display and presentation. Any deviation from these standards must be mutually agreed upon in writing.

2. Use of Brand Name and Logo for Marketing Purposes

Vanimy Jewelry grants the Retail Partner the right to use its brand name, logo, trademarks, and marketing materials for the promotion and sale of Vanimy Jewelry’s products. These materials may be used in physical retail locations, on the Partner’s website, and across other relevant marketing channels. The Retail Partner agrees to seek approval from Vanimy Jewelry for any marketing content that significantly alters the image or message of the brand.

3. Representation of Vanimy Jewelry

The Retail Partner is authorized to engage with media, press, and industry influencers on behalf of Vanimy Jewelry. However, all such communications and representations must be conducted in a manner that is consistent with the brand's image, values, and approved marketing materials. The Retail Partner must notify Vanimy Jewelry before engaging with high-profile media or influencers to ensure alignment with broader brand strategies.

4. Confidential Information

Both Parties acknowledge that they may gain access to confidential information about the other Party’s business, operations, or product details during the course of this Agreement. Each Party agrees to maintain the confidentiality of such information and will not disclose it to any third parties without prior written consent. Furthermore, neither Party may download, copy, or transfer confidential information onto any device not owned by the respective Party.

5. Third-Party Confidential Information

Both Parties agree not to disclose any confidential or proprietary information belonging to third parties without appropriate authorization. Any disclosure of third-party information must be pre-approved in writing by the respective third party. Both Vanimy Jewelry and the Retail Partner agree to protect the confidentiality of such information.

6. Non-Disparagement

Neither Party will engage in any conduct, whether oral or written, that may disparage or harm the reputation of the other Party, its products, services, or personnel. This non-disparagement clause remains in effect during the term of the Agreement and for two (2) years following the termination of the Agreement.

7. Intellectual Property Rights

Vanimy Jewelry retains all rights, titles, and interest in and to its intellectual property, including but not limited to trademarks, logos, designs, and marketing materials. The Retail Partner agrees not to use, modify, or reproduce Vanimy Jewelry’s intellectual property without prior written consent, except as specifically permitted under this Agreement. Any unauthorized use of intellectual property will be considered a breach of this Agreement.

8. Inventory and Pricing

The Retail Partner will purchase inventory from Vanimy Jewelry under terms to be agreed upon separately. The Retail Partner is responsible for pricing the products according to local market conditions but must not sell Vanimy Jewelry products below a minimum retail price, as set forth by Vanimy Jewelry. The Retail Partner agrees not to engage in price dumping or other activities that could undermine the brand’s pricing integrity.

9. Sales and Performance Reporting

The Retail Partner agrees to provide periodic sales reports and performance metrics to Vanimy Jewelry. These reports will include details on inventory levels, sales performance, and any relevant customer feedback.

10. Compliance with Laws and Regulations

Both Parties agree to comply with all applicable laws, regulations, and industry standards. The Retail Partner specifically agrees to ensure that all Vanimy Jewelry products sold in their location(s) meet local legal requirements, including but not limited to safety standards, advertising laws, and consumer protection regulations.

11. Indemnification

Each Party agrees to indemnify and hold the other Party harmless from any claims, liabilities, or expenses arising from their failure to comply with the terms of this Agreement or from any negligent or wrongful actions conducted during the course of their cooperation.

12. Termination

This Agreement may be terminated by either Party with thirty (30) days' written notice, or immediately in the event of a material breach of this Agreement. Upon termination, the Retail Partner must cease using Vanimy Jewelry's intellectual property, and any remaining inventory must be sold or returned as per the agreed-upon terms.

13. Force Majeure

Neither Party will be liable for any delay or failure to perform its obligations under this Agreement due to events beyond its reasonable control, including but not limited to natural disasters, pandemics, war, strikes, or government actions (collectively "Force Majeure"). If a Force Majeure event occurs, the affected Party will notify the other as soon as possible and both Parties will work in good faith to mitigate the effects of the event.

14. Dispute Resolution

In the event of any disputes arising under this Agreement, both Parties agree to attempt to resolve the matter amicably through good-faith negotiations. If the dispute cannot be resolved through negotiation, it will be submitted to mediation, and if necessary, binding arbitration, in accordance with the laws of the jurisdiction in which Vanimy Jewelry is located.

15. Entire Agreement

This Agreement constitutes the entire understanding between the Parties with respect to the cooperation outlined herein. Any amendments or modifications must be made in writing and signed by both Parties.

By selecting the 'Agree' checkbox, both parties confirm their acceptance of the terms and conditions outlined in this Agreement.