TRADEMARK LICENSE AGREEMENT

This Trademark License Agreement (Hereinafter, the “Agreement”) is made

with effect as of the First day of September, 2020 .

BY AND BETWEEN

Ms. Ankita Singh, D/o Ajeet Singh residing at 268/397 Kha, Goods Shed
Road, Aishbagh , Lucknow, Uttar Pradesh, India (hereinafter referred to as the
“Licensor/Owner” of the First Part)

AND

Sanehi Designs Private Limited (CIN:U18209UP2020PTC130283) a

company incorporated under the law of Companies Act, 2013 and having its
registered office at 268/397 Kha Goods Shed Road Aishbagh, Lucknow. Uttar
Pradesh, India (hereinafter referred to as the “Licensee/Company” of the
Second Part )

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WHEREAS, Licensor is the sole and absolute owner of Trademark
“MIMAMSAA Ankita Singh” duly registered by the Trademarks Act,1999
under Number. 3806555 on 16/04/2018. The trademark certificate is
annexed herewith in Appendix-I

AND WHEREAS Licensor has agreed to licence the Licensee a non-

exclusive right to use the Trademarks and Licensee is desirous of acquiring a
license to use the Trademarks on the conditions and restrictions contained in
this Agreement.

NOW THEREFORE in consideration of the mutual covenants and

agreements set forth in this Agreement, and for other good and valuable
consideration, the sufficiency of which is acknowledged by the Parties, the
Parties hereby agree as follows:

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1. GRANT OF LICENSE

1.1. The Trademarks

Upon the terms and conditions hereinafter set forth, the Licensor
hereby grants a general license to the Licensee to use the trademarks in
association with goods and services specified in the main objects of the
company (Appendix II) including all the trademarks, any part of the
trademarks, and any design, character, symbol, and visual
representation of the trademarks (collectively the "Trademarks"). The
license granted under this Agreement is solely non-exclusive

1.2. Scope
1.2.1. The right to use the Trademark granted under this Agreement shall
only be in respect to the business operated by Licensee. Licensee agrees
not to directly or indirectly use or authorize any other party to use the
aforementioned Trademark in any other manner, unless there are contrary
provisions in this Agreement.

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1.2.2 The License granted by this Agreement to Licensee shall be valid in
Indian territory only. Licensee agrees not to directly or indirectly use or
authorize any other party to use the aforementioned Trademark in any
other region.

1.3. Permitted and Prohibited Uses

1.3.1 The Licensee will use the Trademarksonly in compliance with all
applicable laws and regulations. Further, the Licensee will use the
Trademarks only in accordance with the policies, specifications, directions
and standards of the Licensor (as to the character and/or quality of the
Goods and Services with which the Trademarksare to be used, or
otherwise) as may reasonably be stipulated by the Licensor to the Licensee
from time to time.
1.3.2 The Licensee will not, directly or indirectly, use the Trademarks in
any other way and without limiting the foregoing, the Licensee will not
use the Trademarks as part of any composite trademark, that is, in close
proximity or in combination with any trademark(s) held by the Licensee or
any third party.

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1.3.3 The Licensor will notify the Licensee of any changes or alterations
made to any of the Trademarks from time to time during the term of this
Agreement, and within thirty (30) days of receipt of such notice, or as soon
as reasonably practical, whichever is earlier, the Licensee will ensure that
all of its usage of any Trademarks so changed or altered complies with any
such notice given.

1.4. Term
The Licence will commence as of the Effective Date and subject to earlier
termination pursuant to the terms of this Agreement, will expire upon the
earlier of: (a) 36 months from the Effective Date; or (b) if terminated
under under Clause 7 of this Agreement.

1.5. Inspection and Approval

To assist the Licensor to verify and enforce the Licensee's obligations
under this Agreement, and in particular, to inspect the character and/or

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 quality of the Goods and Services with which the Trademarks are used,
upon no less than three (3)days notice, the Licensee will permit and assist
the Licensor to:
a) enter all premises where the Licensee uses the Trademarks or
stores Goods or other materials bearing any of the Trademarks; and
b) observe the Licensee's activities relating to the Trademarks and
inspect material on which any of the Trademarks appear.

2. TERMS OF PAYMENT

2.2 The Licensee agrees to pay to the Licensor a license fee and the
details of license fee and the form of payment are set forth in
Appendix IIIAll licence fees payable shall be paid in full without
setoffs, deductions or withholding of any amount.
2.3 For the rights granted in this Agreement, the Licensee shall pay the
Licensor a one time license fee of Rupees Ten Thousand Only for
securing the license under this Agreement.
2.4 The Licensee understands that the Licensor is a newly incorporated
company and therefore Licensor may generate profits after a few
months of execution of this Agreement once it hits the break even
point. Once the Licensor starts generating profits after hitting the
break even point, Licensor agrees to pay to the Licensor a running
royalty which shall be equal to five percent (5 %) of net sales by
the Licensee for each product sold by Licensee using the Trademark
in the Indian Territory per year .
2.5 The terms of payments of running royalty under Clause 2.4
hereinabove can be mutually renegotiated during the term of this
Agreement or in case the parties herein agree to renew this
Agreement upon termination .

3 INTELLECTUAL PROPERTY RIGHTS

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3.1 Preservation and Enhancement of the Licensor’s Interest
3.1.1 The Licensee acknowledges the validity of the Trademarks, and the
Licensor's ownership of the Trademarks and the goodwill pertaining thereto,
and agrees that the benefit of and goodwill associated with use of any of the
Trademarks by the Licensee will be entirely for the benefit of the Licensor.
3.1.2 All rights in and to any new version, translation or arrangement of the
Trademarks, or other change in the Trademarks created by the Licensee,
with the Licensor's prior written consent or otherwise, will be and will
remain the exclusive property of the Licensor, and the provisions of this
Agreement will apply to the same
3.1.3 The Licensee will cooperate with the Licensor for the purpose of
protecting, preserving and enhancing the Trademarks and the Licensor's
interest in them and in furtherance of such obligations, the Licensee will
promptly execute and deliver to the Licensor all documents and instruments
that the Licensor, acting reasonably, determines are necessary or prudent
from time to time. The Licensee will not itself and will not assist, permit, or
encourage any third party to:
a) attack or challenge the validity, ownership or enforceability of any
of the Trademarks, any registrations for any of the Trademarks, or
the Licensor’s rights relating to any of the Trademarks or in any
such registrations;
b) claim, use, or apply to register, record or file any trademark, trade
name, business name, corporate name, domain name, social media
user name, email address, metatag, or similar search term, copyright,
or design that is identical with, confusingly similar to, derived from
or based on or that includes any of the Trademarks; or
use any of the Trademarks in a manner which is likely to depreciate
or cause material harm to the goodwill attached to any of the
Trademarks and the Licensor.

3.2 Contractual Rights Only

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 The Licensee acknowledges and agrees that the rights and licence granted to
the Licensee pursuant to this Agreement are of a contractual nature only,
and no intellectual property or any other rights in or to any of the
Trademarks are granted to the Licensee by virtue of this Agreement.

4 CONFIDENTIALITY

4.1 The Licensee shall protect and maintain the confidentiality of any and
all confidential data and information acknowledged or received by the
Licensee by accepting licensing of the Trademarks from the Licensor
(collectively the "Confidential Information"). Upon termination or
expiration of this Agreement, the Licensee shall, at the Licensor's option,
return all and any documents, information or software including any of
such Confidential Information to the Licensor or destroy it and delete the
Confidential Information from any electronic devices and cease to use
them. The Licensee shall not disclose, grant or transfer any Confidential
Information to any third party without the Licensor's prior written consent.
4.2 It is agreed that Section 4.1 shall survive any amendment expiration or
termination of this Agreement.

5 REPRESENTATIONS AND WARRANTIES OF LICENSOR

5.1 Licensor represents and warrants that Licensor has the right and
authority to grant the licenses granted to Licensee in this Agreement
and the licenses granted in this Agreement do not and will not conflict
with the terms of any agreement to which Licensor is a party.
5.2 Licensor shall execute and perform this Agreement within the scope of
its authority and business; has taken necessary actions to give
appropriate authorization and to obtain the approval and permission
from third parties and government authorities, and shall not violate
restrictions by laws and contracts binding or having an effect thereon.
5.3 This Agreement shall constitute Licensor's legitimate, valid and binding
obligations as soon as it is legally executed, and shall be enforceable
against it.

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5.4 The Licensor warrants in particular, and without limitation the
following:

(a) the validity, efficiency and scope of the Trademark

(b) anything made, used, sold, or otherwise disposed of under

any license granted in this Agreement is or will be free from
infringement of patents of third parties;

(c) to bring or prosecute actions against third parties for

infringement of the Trademark or other proprietary rights;

6. REPRESENTATIONS AND WARRANTIES OF LICENSEE

6.1 Licensee represents and warrants that Licensee has the right and
authority to enter into this Agreement and that this Agreement and the
exercise of the licenses granted hereunder do not and will not conflict
with the terms of any agreement to which Licensee is a party.
6.2 Licensee warrants in particular, and without limitation the following:
(a) if modifications or amendments are made in the
Trademarks during the term of this Agreement then it shall
be registered in the name of the Licensor
(b) Information under the Trademark shall be actively guarded
by the Licensee.
(c) Without the prior written approval of Licensor in each
instance, neither this Agreement nor the rights granted
hereunder shall be transferred or assigned in whole or in part
by Licensee to any person.

7. TERMINATION

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7.1 Automatic Termination In addition and not in substitution to the
provisions of Clause 1.4 herinabove, this Agreement (including the Licence)
will terminate immediately, and without notice, upon the earliest of:

a) if the Licensee does or causes to be done or engages in any conduct

which in the opinion of the Licensor, acting reasonably, is
detrimental to the Trademarks or any of them or to the goodwill
connected with them or any of them; or not in accordance with the
policies, specifications, directions or standards of the Licensor as to
the character or quality of the Goods or Services or both with which
the Trademarks are to be used; and the Licensee fails to cease such
conduct within 10 business days of receipt of notice from the
Licensor requesting the Licensee to do so;
b) if the Licensee defaults in observing or performing any other of its
obligations under this Agreement and fails to correct such default
within 30 days after receiving a written demand from the Licensor to
correct the same;
c) if the Licensee ceases to provide or perform any of the Goods or
Services in association with the Trademarks for a period of three (3)
consecutive months or more; or
d) pursuant to Clause 7.2

7.2 Termination by Licensee This Agreement (including the Licence)

will terminate immediately upon written notice by the Licensee to the
Licensor of the Licensee’s desire to terminate.

7.3 Termination by Licensor This Agreement (including the Licence) will

terminate immediately upon written notice by the Licensee to the Licensor
of the Licensee’s desire to terminate.

7.4 The Licensee’s Rights and Obligations on Termination Upon

termination or expiration of this Agreement for any reason, the Licensee
will:
a) cease all use of the Trademarks;

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b) destroy all materials bearing or referring to any or all of the
Trademarks; and
c) cancel all orders for materials bearing any or all of the Trademarks,
including without limitation, all advertising using or referring to any of
the Trademarks;
and will not:
d) attack or challenge the validity, ownership or enforceability of any of
the Trademarks or of any registrations for any of the Trademarks in the
Territory, or the Licensor 's rights relating to any of the Trademarks or
in any such registrations; or
e) claim, use, or apply to register, record or file in any jurisdiction any
trademark, trade name, corporate name, domain name, email address,
social media username, metatag, Ad words or similar search term,
copyright or design that is identical with, confusingly similar to, clearly
derived from or based on any of the Trademarks or that includes any of
the Trademarks.
This Section will survive the expiration or termination of this Agreement.

8. THIRD PARTIES , INDEMNITIES AND INSURANCE

8.1 Infringement If, during the term of this Agreement the Licensee
becomes aware of use by any other party (other than affiliates or licensees
of the Licensor) in the Territory of a trade name, trademark, domain name,
email address, metatag, Ad words or similar search term, get up of goods,
or mode of advertising that might reasonably amount to infringement of
any of the Trademarks or to unfair competition or passing off in respect of
any of the Trademarks, then, the Licensee will promptly report particulars
of such usage to the Licensor and provide relevant material if available.

8.2 CLAIMS BY OTHERS If the Licensee becomes aware that any person
alleges that any of the Trademarks or any registration for any of the
Trademarks is invalid, infringes the rights of any person, or is open to any
other form of attack, then, the Licensee will not make any admissions in

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 respect of such allegation and will promptly report particulars of the matter
to the Licensor and provide all relevant materials if available.

8.3 CONDUCT OF PROCEEDINGS The Licensor will have sole conduct

of all legal proceedings and negotiations in respect of any actual, proposed
or threatened legal proceedings relating to any of the Trademarks unless
the Licensee’s rights under this Agreement are infringed by any third
party, and in any such event the Licensee will be entitled to institute
proceedings in the Territory in respect of its own interests and at its own
expense, and will give the Licensor prior written notice of any such
proceedings and will deliver to the Licensor immediately upon creation or
receipt, as applicable, copies of all pleadings and documents filed in such
proceedings. The Licensor will have the right to intervene at its own
expense in any proceeding conducted or defended by the Licensee
involving any of the Trademarks.

8.4 INDEMNITY FOR LIABILITY The Licensee will indemnify and

save the Licensor harmless from and against any actual or threatened
claims, actions or proceedings arising out of the exercise by the Licensee of
its rights under this Agreement and the Licensee's use of any of the
Trademarks. The foregoing indemnification does not apply insofar as any
particular matter concerns whether or not the Licensor had the right to grant
to the Licensee the use of the Trademarks pursuant to this Agreement. As
concerns the foregoing indemnification, the Licensee will defend and save
harmless the Licensor at no cost and expense to the Licensor against any
damage, injury, liability, cost, loss or expense whatsoever, including, but
not restricted to all reasonable legal fees and costs as charged by a lawyer to
his own client, arising from or with respect to any claim, action or
proceeding against the Licensor.

9. GENERAL
9.1 Assignment and Sublicense The Licensee shall not assign, lease,
pledge, sublicense, or in any other way transfer the rights or responsibilities

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Licensed pursuant to the Agreement to any third party/parties, or transfer
the economic benefits of the license granted hereby or any portion of the
rights included therein to any third party without the prior written consent of
the Licensor.

9.2 Injunctive Relief Available The Licensee agrees that in the event of a
breach by the Licensee of any provision of this Agreement, monetary
damages may not be an adequate remedy and that in such circumstances the
Licensor will be entitled to injunctive or other affirmative relief, or both,
without such constituting an election of remedies or disentitling Licensor to
each and every remedy available at law and/or in equity for a breach of this
Agreement.

9.3 Waiver If the Licensor waives a particular default, wrongful act or

omission of the Licensee, such waiver will not affect or impair the rights of
the Licensor in respect of any other default, wrongful act, or omission of the
Licensee. If the Licensor delays or fails to exercise any rights in connection
with any default, wrongful act or omission of the Licensee such delay or
failure will not affect or impair the rights of the Licensor in respect of any
subsequent occurrence of that event or any other default, wrongful act, or
omission of the Licensee.

9.4 Notices Notices or other communications required to be given by any

party pursuant to this Agreement shall in writing and shall be deemed to be
duly given when it is delivered personally or sent by registered mail or or by
a recognized courier service or by facsimile transmission to the address of
the relevant party or parties set forth below:

Notices to the Licensor will be addressed as follows:

Address: 268/397 Kha, Goods Shed Road, Aishbagh ,
Lucknow, Uttar Pradesh, India
Email : ankitas.singh121@gmail.com

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 Notices to the Licensee will be addressed as follows:
Address: 268/397 Kha, Goods Shed Road, Aishbagh ,
Lucknow, Uttar Pradesh, India
Email : sanehidesigns@gmail.com

9.5 Entire Agreement This Agreement constitutes the entire agreement

between the parties pertaining to the subject matter of this Agreement and
supersedes all prior agreements, understandings, negotiations and
discussions of the parties and there are no conditions, representations,
warranties, covenants, agreements or other provisions, express or implied,
collateral, statutory or otherwise, relating to such subject matter except as
provided in this Agreement.
9.6 Force Majeure
9.6.1 Force Majeure, which includes but is not limited to acts of
governments, locdowns or pandemics, acts of nature, fire, explosion,
typhoon, flood, earthquake, tide, lightning and war, means any event that is
beyond the party's reasonable control and cannot be prevented with
reasonable care. However, any shortage of credit, capital or finance shall not
be regarded as an event of Force Majeure. The party affected by Force
Majeure shall notify the other party without delay.
9.6.2 In the event that the affected party is delayed in or prevented from
performing its obligations under this Agreement by Force Majeure, only
within the scope of such delay or prevention, the affected party will not be
responsible for any damage by reason of such a failure or delay of
performance. The affected party shall take appropriate measures to
minimize or remove the effects of Force Majeure and attempt to resume
performance of the obligations delayed or prevented by the event of Force
Majeure. After the event of Force Majeure is removed, both parties agree to
resume performance of this Agreement with their best efforts.

9.7 Further Assurances The parties will, from time to time, promptly do
such acts and execute and deliver to each other such further deeds,
documents, instruments and assurances as may be necessary or required to
give effect to the purpose and intent of this Agreement.
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9.8 Amendments, Binding Effect and Severability No amendment of this
Agreement will be valid or binding unless set out in writing and executed by
each party. This Agreement will be binding upon and ensure to the benefit
of the parties and their respective successors and permitted assigns, as
applicable. If any provision of this Agreement is determined at any time by
a court of competent jurisdiction to be invalid, illegal or unenforceable such
provision or part thereof will be severable from this Agreement and the
remainder of this Agreement will be construed as if such invalid, illegal or
unenforceable provision or part thereof had been deleted.

10. APPENDICES

The Appendices referred to in this Agreement are an integral part of this

Agreement and have the same legal effect as this Agreement

11. DISPUTE RESOLUTION

In the event of any claim, dispute or difference arising out of or in

connection with the interpretation or implementation of this Agreement, or
out of or in connection with any breach, or alleged breach of this
Agreement(hereinafter referred to as the “Dispute”)between the Parties
hereto, then the Parties shall attempt to resolve such dispute through
mutual negotiations, failing which the Parties shall subject themselves to
binding arbitration under a single arbitrator, to be appointed by mutual
agreement. The arbitration proceedings shall take place in Lucknow. The
arbitration proceedings shall be conducted in accordance with the
provisions of the Arbitration and Conciliation Act,1996. The decision of
the Arbitrator shall be final and binding on both the parties.

12. GOVERNING LAW

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 This Agreement, its validity, interpretation, construction and performance
shall at all times be governed by the laws of India.

IN WITNESS THEREOF the parties hereto have caused this Agreement to

be duly executed by a duly authorized representative each on behalf of the
Party hereto as of the date first set forth above.

SIGNED, SEALED and

DELIVERED by

MIMAMSAA Ankita Singh in the

______________________
presence of:

(Authorized Signatory )
Signature________________________

Name: Ankita Singh

Name___________________________
(Registered Owner)

Address_________________________
__

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SIGNED, SEALED and
DELIVERED by

M/s Sanehi Designs Private Limited

___________________________
in the presence of:
_

Signature_______________________
(Authorized Signatory)
___

Name: Usha Singh

Name__________________________
____

Designation : Director

Address_________________________
___

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 Witnesses:

Name S/o W/o D/o Residence Signature

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Appendix-1 (Detail of Trademark)

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Appendix-II(Main Objects)

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