(BRAND)

Exclusive Agency Term Sheet

Version : March 25, 2024

Dated (DATE)

[Company Name]

and

By Fouss & Co. SAS

Term Sheet
Exclusive Agency Agreement
 (BRAND)
Exclusive Agency Term Sheet
Version : March 25, 2024

1. Parties

1. [Company Name] a company duly registered and established under the laws of (COUNTRY) and
having its registered office at (ADDRESS), hereby represented by (REPRESENTANT NAME) duly
empowered for the purposes hereof (the “Designer”);

-of the first part-

And

2. By Fouss & Co., a French company, with registered office at 64 Rue de Lecuyer, 93300
Aubervilliers, registered with the Registre du Commerce et des Sociétés under Registration No.
(SIRET), hereby represented by its CEO, Pierre Chetail, duly empowered for the purposes hereof
(the "Agent" or "BFC")

-of the second part-

BFC, together with the Designer, the "Parties" and each a "Party".

2. Scope

The Designer hereby appoints BFC as the Trademark's exclusive agent in the Territory, for the purpose of
soliciting and obtaining orders for, and promoting and marketing the online and offline wholesale of, the
Products in the Territory (including through the organisation and management of events aimed at
promoting the Products; hereinafter, the "Events" and each an "Event"). Without prejudice to the Designer’s
right to appoint commercial partners to represent its direct retail, including online retail, activities, during
the Term, Designer shall not: (i) appoint any other person, firm or company as agent, distributor or
franchisee for the promotion, marketing or sale of the Products in the Territory through any wholesale
channels unless previously agreed in writing by BFC; nor (ii) themselves directly or indirectly engage in
the sale of Products in the Territory through any wholesale channels to customers who have not been
solicited by BFC under the terms of this Term Sheet (or the Agency Agreement once signed) unless
previously agreed in writing by BFC.
BFC shall have no authority to, or responsibility for, binding Designer to contracts with any third parties or
otherwise concluding contracts with third parties on Designer's behalf.

3. Territory

Worlwide.

4. Products

Women’s, Men’s &/or Unisex accessories, apparel and other fashion items manufactured and distributed
under the trademark "BRAND NAME"

5. Commission

Designer shall pay BFC a monthly commission calculated as 15% of the Net Price of all Products invoiced
by Designer to buyers of the Products, provided that the commission shall be paid to BFC provided that
the actual payment has been made to Designer by any such buyer of the relevant invoiced amount.
However, the Designer must provide evidence in writing that, in the case of non-payment, every effort has
been made to collect outstanding payments. Cases of non-payment will not affect payments being made
for client from whom Designer has collected payment (i.e. if 4 clients have paid, but 1 client has not, the
Designer will pay BFC commission for those 4 clients first and settle payments for the outstanding client
once they have made payment).
For the purposes of this Term Sheet the following phrases shall have the following meanings:

"Net Price"
means the aggregate Gross Price of all Products included in any Confirmed Orders, after deduction of
any value added or other sales tax thereon included in the price, and after deduction of any discounts
from the list price or rebates given to buyers and after deduction of transaction fees, and excluding any
transport, haulage or insurance charges and any cancelled or returned sales other than as a consequence
of the Designer's negligence or default;

By Fouss & Co. SAS – RCS : 2

 (BRAND)
Exclusive Agency Term Sheet
Version : March 25, 2024

"Gross Price"
means the price actually charged to the buyer for the Products;

"all Products invoiced"

means all Products invoiced by Designer to buyers in the Territory, including without limitation orders of
such buyers not placed directly at BFC Showrooms or at the Events and all re-orders.

6. Event Costs

Collection Season Location Costs

Womenswear Spring-Summer; Autumn-Winter Milano 2.000 €, to be settled 30 days
Menswear Pre Spring-Summer; Pre Autumn- prior first day of the Showroom.
Winter Thereafter 1 million € in gross
sales are achieved, showroom
rental fee to be discussed.
Womenswear Spring-Summer; Autumn-Winter Paris 5.000 €, to be settled 30 days
Menswear Pre Spring-Summer; Pre Autumn- prior first day of the Showroom.
Winter Thereafter 1 million € in gross
sales are achieved, showroom
rental fee to be discussed.
Womenswear Spring-Summer; Autumn-Winter Shanghai 2.000 €, to be settled 30 days
Menswear prior first day of the Showroom.
Thereafter 1 million € in gross
sales are achieved, showroom
rental fee to be discussed.

If no payment of the Event Costs, in whole or in part, is received by BFC in relation to any Event held during
the Term, BFC shall be entitled to refuse to display the Products at such Event, without prejudice in any
event to any rights or remedies of BFC arising hereunder or otherwise and it being understood that the
Designer shall not be entitled to terminate this Term Sheet on the ground of such refusal.

7. Payment terms

Designer shall, at the end of each calendar month, send to BFC a statement showing details of: (i) the
Products sold by the Designer pursuant to all Confirmed Orders; (ii) the aggregate Net Price of the
Products sold to buyers during the relevant month in furtherance of any Confirmed Orders solicited by
BFC, as well as in respect of Products sold during that month or previously (and in respect of which any
commission is still due to BFC); and (iii) the commission due on such aggregate Net Price,
and shall send copies to invoicing@byfouss-and-co.com of all invoices issued to buyers by the Designer
during the relevant month, giving both the order number and details of the buyer.
BFC will issue an invoice to the Designer (in a form suitable for VAT purposes) in respect of each
commission due to BFC, as specified on the Designer’s statement, and BFC’s invoices shall be payable
upon receipt. Payment of the commission shall be made on a monthly basis by irrevocable wire transfer,
fixed value date on the due date, to the bank account designated by BFC to the Designer from time to
time.
Commissions shall be paid in Euro each month by the first week of the following month.
BFC shall be entitled to set-off any payments or debts due by BFC to Designer against any payments or
debts due by the Designer to BFC, whether such payments or debts are due pursuant to this Term Sheet
or otherwise.

8. Purchase orders

All purchase orders from buyers shall be deemed as accepted on the date the Designer notifies BFC it
has accepted (such approval not to be unreasonably withheld or delayed) the purchase order. Unless the
Designer provides express written notice stating the purchase order is not accepted to BFC within a period
of fourteen (14) days from the date the Designer received the purchase order (the "Acceptance Period"),
the order shall be deemed as irrevocably accepted on the expiry of the Acceptance Period and shall be
a "Confirmed Order", including – without limitation - for the purposes of determining the commission due
to BFC.

By Fouss & Co. SAS – RCS : 3

 (BRAND)
Exclusive Agency Term Sheet
Version : March 25, 2024

9. Samples

Designer shall lend BFC one sample of each Product (the "Samples") free of charge and arrange for the
timely transportation of the Samples, at the Designer's exclusive risk, cost and care, to any BFC
Showrooms and/or to the premises at which such Samples are to be displayed to arrive at least three (3)
Business Days prior to the day on which the relevant sales campaign is scheduled to commence. Designer
shall maintain a suitable insurance policy for losses and thefts of Samples while being transported to and
from the BFC Showrooms and while on display at Events. A "Business Day" shall be understood as a day
(other than Saturday or Sunday) on which banks in Paris are ordinarily open for business.

10. Deliveries

For the duration of this Term Sheet, Designer undertakes to BFC it shall deliver at least 90% of all confirmed
orders, and that it shall meet the agreed timeframes for delivery of the Products as set out below:
• Pre Spring-Summer stock delivery will take place from 1 October to 15 November: At least 50% of
all Confirmed Orders must be delivered by 31 October, at least 90% by 7 November, balance by
15 November;
• Spring-Summer stock delivery will take place from 1 December to 15 February. At least 50% of all
Confirmed Orders must be delivered by 31 December, at least 90% by 30 January, balance 15
February;
• Pre Autumn-Winter stock delivery will take place from 15 April to 15 May. At least 50% of all
Confirmed Orders must be delivered by 30 April, at least 90% by 7 May, balance by 15 May;
• Autumn-Winter stock delivery will take place from 1 June to 31 August. At least 50% of all Confirmed
Orders must be delivered by 15 July, at least 90% by 31 July, balance by 31 August.
Designer shall be responsible for all relevant paperwork, payment of all taxes and duties, fulfilment of all
Confirmed Orders and deliveries directly to buyers.

11. Trademark

The Designer is the registered owner of, and owns full and unencumbered right, title and interest in and
to the Trademark in the Territory, and it is fully entitled to grant all rights granted to the Agent hereunder.
Details of the registrations and/or applications for registration of the Trademark in the Territory (for all
classes to which the Products belong) are specified in Schedule 1. [NOTE: STATUS OF TRADEMARK
REGISTRATIONS TO BE PROVIDED BY DESIGNER AND RELEVANT DETAILS TO BE INCLUDED IN
SCHEDULE 1].
Designer shall ensure throughout the duration of this Term Sheet that the Trademark is duly and validly
registered in the Territory in all classes
which the Products belong.
Agent (and the Affiliate, limited to the operations of the Online Shop) shall have the right to indicate to the
public and other third parties that it is an authorized distributor of the Products and to advertise and
package (within the Territory) such Products under the trademarks, marks, brands, trade names and other
indicia of origin that Designer may adopt from time to time, including the Trademark (the “Distinctive
Signs”), subject in each instance to the prior written approval of Designer (not to be unreasonably withheld,
delayed or conditioned). Designer shall be liable to keep BFC (and the Affiliate, limited to the operations
of the Online Shop) fully harmless and indemnified in respect of any losses, costs, expenses (including
legal expenses and attorney's reasonable fees), damages and claims incurred by BFC as a result of the
Products, Trademark and/or Distinctive Signs used on, or in relation to them infringing (or being alleged
to infringe) any third party's intellectual property rights.

12. Duration

Three (3) years.

For the avoidance of doubt, the Term shall therefore start with (1st SEASON), through to (LAST SEASON)
inclusive.

13. Termination

Either party will be entitled to terminate this Term Sheet with immediate effect upon written notice in the
case of material breach of the terms herein by the other party.
BFC shall be entitled to terminate this Term Sheet with immediate effect upon written notice if:
a. the Designer commits a material breach of or persistently breaches this Term Sheet and (if
remediable) does not remedy such breach within thirty (30) days of notice from BFC of such breach;

By Fouss & Co. SAS – RCS : 4

 (BRAND)
Exclusive Agency Term Sheet
Version : March 25, 2024

b. Designer becomes or is deemed to be insolvent or is unable to pay its debts (within the meaning of
article L.631-1 of the French Commercial Code) or (except for the purposes of a genuine
amalgamation or reconstruction) a petition is presented, or a meeting convened or a resolution is
passed for the purposes of Designer's winding up or Designer enters into liquidation whether
compulsorily or voluntarily or compounds with its creditors generally or has a receiver, administrator
or administrative receiver appointed over all or any part of its assets or the other party ceases to
carry on all or a substantial part of its business;
c. the Designer breaches the provisions of Clauses 15 (Confidentiality) and 17 (Non-Solicit) hereof.
Upon termination of this Term Sheet commissions shall be paid to BFC on all orders received up to the
date of termination and for a period of six (6) months thereafter.

14. Confidentiality

Each Party shall not disclose to any person any confidential information concerning the business, affairs,
customers, clients or suppliers of the other Party, except that each Party may disclose the other Party's
confidential information: (i) to its employees, officers, representatives or advisers who need to know such
information for the purposes of exercising the Party's rights or carrying out its obligations under or in
connection with this Term Sheet and provided that the recipient Party shall be fully liable towards BFC for
any breach of the confidentiality obligations by any of its employees, officers, representatives or advisers;
and (ii) as may be required by law, a court of competent jurisdiction or any governmental or regulatory
authority.
The provisions of this Clause shall survive the termination of this Term Sheet for any reasons whatsoever.

15. Assignment

Neither Party may assign, transfer, charge, sub-contract or otherwise dispose of this Term Sheet or any of
its rights or obligations arising hereunder.
Notwithstanding the foregoing, BFC shall be entitled to assign this Term Sheet to any entity controlled by,
controlling or under common control with, BFC or controlled by either Mr. Pierre Chetail or Mr. Foussi
Youcef.

16. Non Solicit

Designer acknowledges that the relationship Agent has with its employees is vital for the successful
continuation of Agent’s business. Designer further acknowledges that the solicitation by Designer of
Agent's employees with whom Designer has had regular and direct contact with would cause Agent
significant economic loss. Accordingly, during the Term and for a period of twelve (12) months following
the termination or expiry of this Term Sheet Designer shall not, and shall procure that its affiliates do not,
solicit the services (whether as an employee or independent contractor, directly or indirectly) of any
employee of Agent or any of its affiliates that Designer has had regular and direct contact with during the
Term. Without prejudice to any other remedies or rights to remedies Agent may have, Designer
acknowledges and agrees that any breach of this non solicitation covenant shall entail the immediate
application of a payment by Designer to Agent of 100,000 EUR per breach. The provisions of this Clause
shall survive the termination of this Term Sheet for any reasons whatsoever.

17. Basis of Relationship

The Parties agree that BFC will be a commercial agent for the purposes of the Commercial Agents (French
Commercial Code) Articles L134-1 to L134-17. Nothing in this Term Sheet shall be deemed to derogate
from or otherwise exclude the provisions set out in those Regulations.

18. Governing Law

French Law.

19. Exclusive Jurisdiction

Courts of France. Notwithstanding the foregoing, BFC shall retain the right to apply at any time for
injunctive, other interlocutory or emergency relief to any court of competent jurisdiction.

By Fouss & Co. SAS – RCS : 5

 (BRAND)
Exclusive Agency Term Sheet
Version : March 25, 2024

20. General Provisions

Failure by either Party to enforce or to exercise at any time or for any period of time any right pursuant to
this Term Sheet does not constitute, and shall not be construed as, a waiver of such right and shall in no
way affect that Party's right to enforce or to exercise any such rights.
The relationship of the Parties is that of independent contractors dealing at arm's length. Except as
otherwise stated in this Term Sheet, nothing in this Term Sheet shall constitute the Parties as partners, joint
ventures or co-owners, or constitute either party as the agent, employee or representative of the other, or
empower either Party to act for, bind or otherwise create or assume any obligation on behalf of the other,
and neither Party shall hold itself out as having authority to do the same.

21. Effectiveness of Term Sheet

The Parties agree that this Term Sheet is, and is intended to be, legally binding between the Parties for
the Term. The Parties undertake to negotiate and execute, by not later than the expiration of this Term
Sheet, a definitive Distribution Agreement which – unless otherwise expressly agreed by the Parties – shall
include, amongst others, all terms contained herein or such other additional terms as the Parties may
agree upon.
Should the Distribution Agreement not be entered into by the above terms, this Term Sheet shall
nonetheless be valid and enforceable for the whole Term and shall automatically renew for successive
one (1) year periods on the date of each anniversary of this Term Sheet, unless terminated by either Party
on six (6) months’ written notice.

______________________________________________________________________________________

SIGNED by ……………………………………………………….
duly authorized, on behalf of
[Company Name]
Date : ……………………………………………………….

SIGNED by ……………………………………………………….
duly authorized, on behalf of
By Fouss & Co. SAS
Date : ……………………………………………………….

By Fouss & Co. SAS – RCS : 6

 (BRAND)
Exclusive Agency Term Sheet
Version : March 25, 2024

Schedule 1
Details of Trademark Registrations

[Designer to provide]

By Fouss & Co. SAS – RCS : 7