PMB Aerospace Corporation Invoice

Welcome to Branded By Faith Group, Inc.

We are happy to welcome you to our Apparel Manufacturing Partnership Program.

Per our agreement, we, BBF will be starting your brand project upon receipt of your signed agreement ( See your email nsuex1@gmail.com for contract) and your $7,000 deposit as referenced in the included Merchandise Agreement below. 

Please use the click and pay link below to complete your deposit transaction.

Let us know if you have any questions. 

 Best regards,

Timothy Anderson

CEO/BRANDED BY FAITH GROUP, INC.

Exclusive Merchandiser Licensing Agreement
By
BRANDED BY FAITH GROUP INC.


MERCHANDISING LICENSE AGREEMENT
This MERCHANDISING AND LICENSE AGREEMENT, hereinafter referred to as “the Agreement” is made and entered into between Branded By Faith Group, Inc., hereinafter referred to as “BBFG”, and Donald Demery, doing business as PMB AEROSPACE CORPORATION, hereinafter referred to as “BRAND OWNER”, jointly referred to herein as “the Parties”.
ARTICLE 1 – GRANT OF LICENSE
1.1 BRAND OWNER represents and warrants it is the current legal owner of the brand name PMB Aerospace Corporation, hereinafter referred to as “the Brand”.  BRAND OWNER further warrants and represents it has registered the Brand name with the U. S. Patent and Trademark Office, and has been assigned Registration No.98491117, hereinafter referred to as “the Mark”.  A true and accurate depiction of the trademark registration is attached to this Agreement as Attachment A, and thereby made a part of this Agreement.  
1.2 THEREFORE, BRAND OWNER grants a license to BBFG to use the Brand, and to utilize the Mark depicting the Brand, in the manufacture, production, advertising, and otherwise distribution, of products bearing or containing the Brand and/or the Mark.   
1.3 This license shall be for the term of this Agreement, and beyond, as defined and outlined herein.
1.4 BRAND OWNER further grants a license to BBFG to issue or assign sub-licenses, as determined necessary by BBFG, to affiliates of BBFG, for the sole, express and limited purpose of furthering BBFG’s use of the Brand and Mark to produce, manufacture, or otherwise sell the products bearing the Brand and/or Mark.  For purposes of this Agreement, “affiliate” shall mean any person or entity, whether incorporated or not, engaged, hired or otherwise used by BBFG to produce, manufacture, advertise, market, sell or otherwise distribute the products or goods produced under this Agreement.  Any such grant or assignment of such sub-license shall be for a time limited to the express purpose or task for which BBFG engages them and shall automatically terminate upon the completion of that purpose or task.   
1.5 BRAND OWNER also hereby grants BBFG two (2) separately exercisable options (the “Options”) to renew the license for additional (3) year periods each, on the same terms and conditions as the original grant, to be exercised at BBFG’S sole discretion provided BBFG provides written notice of its intention to exercise this Option sixty (60) days prior to expiration of the term or option then in-effect.
1. 6 BRAND OWNER also represents and warrants there are no other agreements with any other party in conflict with this grand to BBFG.

1.7 BRAND OWNER also represents and warrants the Mark(s) do(es) not infringe any valid right of any other party.
ARTICLE 2—AGREEMENT
2.1 BBFG agrees to manufacture, produce, and distribute merchandise and goods bearing the Brand and/or the Mark for, on behalf of the Parties and in furtherance of this Agreement.  BBFG will manufacture, produce, market and distribute the following class (es) of merchandise and goods pursuant to this Agreement (as defined by the U.S. Patent and Trademark Office), hereinafter referred to as “the Products”:
CLASS 025 Goods and Services: Clothing Products (namely, athletic footwear, baseball caps, caps, t-shirts, footwear, headwear, shirts, pants, shorts, sweaters, pants, jackets, and other related products covered under class 025 goods and services. 
2.2 Further, BBFG will establish and operate an online retail store for the sale of the Products.  Orders placed through the on-line store will come directly to BBFG at which time BBFG will be responsible for the production, packaging and shipment of the item ordered. BRAND OWNER will have access to the on-line store site so BRAND OWNER may monitor the site’s transactions.

2.3 BBFG agrees to use its “best efforts” to manufacture, produce, advertise, and sell goods bearing the Brand and/or the Mark but makes no warranty as to the success of this venture.  The Parties agree no guarantees have been made or representations of guarantee have been issued regarding the success of this Agreement.

2.4 BRAND OWNER agrees to promote, and will be responsible for promoting, the Brand on all of her social media platforms in order to generate sales.  BRAND OWNER agrees to post 2-3 times a week across various social media platforms with the BRAND OWNER’s products and promotion of the Brand. Each post on social media platforms must mention the Brand and/or Product and include the official social media handle unless otherwise designated by BBFG. All posts will be in the BRAND OWNER’s “own voice”. The BRAND OWNER may not delete any of the social media posts, unless otherwise instructed by the BBFG. If BRAND OWNER fails to meet the agreed upon posting requirements BBFG reserves the right to outsource the posting and promotion of the Brand to other marketing agencies and will pay for the costs of such services with royalties from the BRAND OWNER’s profits.

ARTICLE 3 - COMPENSATION

3.1 The Parties agree BRAND OWNER shall be paid a royalty for his grant of a license to BBFG of forty percent, 40%, of the Net Profits of the sale of the Products. BBFG shall receive sixty percent, 60%, of the Net Profits.
3.2 For purposes of this Agreement, Net Profits shall mean the amount remaining from the sale of any item after all “Production Costs” have been deducted.  Further, Production Costs shall mean the total costs incurred by BBFG in the design, material acquisition, manufacture, assembly, fulfillment and shipping of the “Products”, as well as the costs associated with any distribution, shipping or sales channel established by BBFG pursuant to this Agreement.
3.3 Start-up Costs: Consequently, in furtherance of Paragraph 3.1, start-up costs for any production of merchandise contemplated by this Agreement shall be borne by Brand Owner, in the amount of $7,000. For purposes of this Paragraph, “start-up costs” shall be defined as the costs incurred in initiating the brand development and production process.
3.4 The “start-up costs” described in Paragraph 3.3 are due and payable to BBFG upon the effective date of this Agreement as defined herein, unless deferred in writing by BBFG. Any issuance of a deferral of the initial start-up costs by BBFG shall not be interpreted as a waiver by BBFG of its right to such costs. BBFG shall retain the right to recoup Brand Owner’s start-up cost contribution, despite any issuance of an initial deferral of such costs, from the first and initial Net Profits distribution as described herein.
3.5 Payments for items purchased through the on-line store will be deposited per transaction into an online BBFG/BRAND OWNER bank account. The funds will be held in said bank account for a period of sixty days, (60), in case a chargeback arises from the sale. After the sixty (60) day hold period has passed, BBFG will pay to BRAND OWNER its portion of the Net Profits, the agreed upon Royalty Split Payment, by wire or other transfer to a bank of BRAND OWNER’S choice.

3.6 BRAND OWNER will have access to the on-line store where they will be able to monitor all sales and analytics.  The list shall include the order number, a description of the item, the quantity and the manufacturing and shipping cost for that shipment.  The daily order/shipping list will also include a description of funds received by order, production and shipment costs associated with that order and net amounts remaining with totals for all categories.

3.7 AND ALSO, the cost of finished “Products” advance or provided to or on behalf of BRAND OWNER, as gifts or promotional giveaways, shall be recoupable by BBFG as “Production Costs” as described in Paragraph 3.2 before the payment of any Net Profit Split Pay Royalties.
ARTICLE 4 - TERM OF THE AGREEMENT
4.1 Effective Date:  The Effective Date of this Agreement shall be the date upon which the last signature necessary to bind the Parties hereto is obtained.
4.2 Initial Term:  The Initial Term of this Agreement shall be three, (3), years from the Effective Date.  The Agreement shall terminate on its own force on the date of termination.
4.3 Extension of Term:  This Agreement may be extended by mutual written consent of the Parties or by BBFG’s exercise of its option to extend as described in Paragraph 1.5.
ARTICLE 5 - RIGHTS AFTER TERMINATION
5.1The following termination rights are in addition to the termination rights provided elsewhere in this Agreement:
BRAND OWNER shall have the right to immediately terminate this Agreement by giving written notice to BBFG in the event BBFG does any of the following:
⦁ Breaches any of the provisions of this Agreement relating to the unauthorized assertion of rights in the Trademarks; or
⦁ Fails to make timely payment of Profits when due; or
⦁ Makes, sells, offers for sale, or distributes or uses any Product or Advertising Material without having the prior written approval of BRAND OWNER or makes any use of the Trademarks in a manner not authorized under this Agreement; or
⦁ Fails, after receipt of written notice from BRAND OWNER, to immediately discontinue the distribution or sale of the Products or the use of any packaging or promotional material which does not contain the requisite legal legends; or
⦁ Fails to timely submit any Profit Share statements when due.
5.2 If and when this Agreement is terminated, for whatever reason, BBFG shall have the right to market any remaining inventory of the Products, at whatever price BBFG deems reasonable or necessary, for a period of one year, (1), from the date of termination. Such sales shall be made subject to all of the provisions of this Agreement and to an accounting for and the payment of a Profit Share thereon.
5.3 Upon the expiration or termination of this Agreement, all of the rights of BBFG under this Agreement shall forthwith terminate and immediately revert to BRAND OWNER.  BBFG shall immediately discontinue all use of the Trademarks, the Property, and the like, at no cost whatsoever to BRAND OWNER. BBFG agrees to immediately return to BRAND OWNER all material relating to the Trademarks and the Property including, but not limited to, all artwork, color separations, prototypes and the like, as well as any market studies or other tests or studies conducted by BBFG with respect to the Trademarks and Property, at no cost whatsoever to BRAND OWNER.
ARTICLE 6 - Audit
6.1 BBFG shall maintain complete and accurate books and records (specifically including, without limitation, the originals or copies of documents supporting entries in the books of account) covering all transactions arising out of or relating to this Agreement. BRAND OWNER and/or its duly authorized representative shall have the right, to examine and copy said books and records and all other documents and materials in the possession of and under the control of BBFG with respect to the subject matter and terms of this Agreement, during normal business hours, for the duration of this Agreement and for three (3) years thereafter.
6.2 In the event that such inspection reveals a discrepancy in the amount of Royalty owed BRAND OWNER from what was actually paid, BBFG shall pay such discrepancy, plus interest, calculated at the rate of ONE AND ONE-HALF PERCENT (1.5%) per month from the date on which the underlying Royalty payment should have been received by BRAND OWNER. 
6.3 In the event that an investigation of BBFG’s books and records is made, certain confidential and proprietary business information of BBFG may necessarily be made available to the person or persons conducting such investigation. It is agreed that such confidential and proprietary business information shall be retained in confidence by BRAND OWNER and its representatives and shall not be used or disclosed them to any third party without the prior express written permission of BBFG unless required by law. 
6.4 Upon the request of BRAND OWNER, BBFG shall submit copies of invoices, credit memoranda, price lists, line sheets and customer lists related to the sale of the Products. 
ARTICLE - 7 NON-CIRCUMVENT / NON-COMPETE
7.1 Non-Circumvention: During the term of this Agreement, BRAND OWNER agrees not to contact, initiate contact, respond to being contacted by, or attempt to do business with, at any time for any purpose, either directly or indirectly, any salesperson(s), representative(s), agent(s), employee(s), officer(s), director(s), shareholder(s), investor(s), consultant(s), attorney(s) any factory and/or company, supplier, yarn company, knitting mill, dyeing mill, trim company, sewing factory, pattern maker, logistic company or any other affiliate(s) of Branded By Faith Group, Inc., or individual or entity utilized, hired or employed by Branded By Faith Group, Inc., or introduced by Branded By Faith Group, Inc., whether introduced or referred by BRAND OWNER or not, or discovered by or derived from the activities of BRAND OWNER while pursuing or in furtherance of the business opportunity with Branded By Faith Group, Inc., for the purpose of circumventing or replacing Branded By Faith Group, Inc. in the business opportunity. If such circumvention occurs BRAND OWNER shall be deemed to be in breach of its agreement with Branded By Faith Group, Inc., and subject to all allowable remedies under law, including but not limited to repayment of attorney fees, for theft of Branded By Faith Group’s trade secrets and for interference with Branded By Faith Group, Inc.’s business relationships.
7.2 Non-Competition:

(a)The Parties acknowledge and agree BBFG is engaged in a highly competitive business and that by virtue of their respective positions and responsibilities and access to BBFG’s confidential information and trade secrets, engaging in any business or activity which is directly competitive with BBFG will cause BBFG great and irreparable harm.

(b) Accordingly, during the term of this Agreement and for the twelve (12) month period following termination of this Agreement, whether voluntarily or involuntarily and for any reason, BRAND OWNER shall not, without the express written consent of BBFG, directly or indirectly engage in any activity - whether as an employee, consultant, principal, member, agent, officer, director, partner, shareholder or affiliate - that is contemplated by this Agreement and/or that is competitive, duplicative or substantially similarly to any business conducted by BBFG.
(c) For purposes of this Agreement, BBFG’s “business” means the provision of services and/or products of the type provided by BBFG including, but not limited to, designing, manufacturing, assembling and marketing of the Products contemplated by this Agreement, or similar type merchandise, and the operation of a distribution outlet of the type set up or arranged by BBFG per the terms of this Agreement.
(d) In recognition of the international nature of BBFG’s business, which includes the sourcing and sale of merchandise globally, this restriction shall apply in all countries throughout the world where BBFG does business.
7.3 Non-Solicitation/Non-Servicing of Clients:
(a) Brand Owner acknowledges and agrees that solely by reason of this Agreement, Brand Owner has and will come into contact with BBFG’s clients, prospective clients, partners, affiliates, jobbers, material and source providers and will have access to BBFG’s confidential information and trade secrets relating thereto.
(b) Consequently, during the term of this Agreement and for the twelve (12) month period following termination of this Agreement, whether voluntarily or involuntarily and for any reason, BRAND OWNER shall not, without the express written consent of the Chief Executive Officer of BBFG, directly or indirectly: (i) solicit any clients, prospective clients, partners, affiliates, jobbers, material or source providers clients of, introduced by or became aware of through, BBFG, for the purpose of selling to or requesting products or services from them of the type sold or provided on behalf of BBFG; (ii) induce clients, prospective clients, partners, affiliates, jobbers, material and source providers of BBFG to terminate, cancel, not renew, not place, provide service for or otherwise do business with, BBFG; (iii) perform or supervise the performance of services or provision of products of the type sold or provided by this Agreement during the term of this Agreement, or (iv) induce or assist others to do the acts prohibited in this section.
7.4 Non-Solicitation of Employees:
BRAND OWNER acknowledges and agrees that solely by reason of this Agreement, and in light of the broad responsibilities necessary in carrying out the business contemplated by this Agreement, which includes working with other employees and contractors of BBFG, GRAND OWNER has and will come into contact with and acquire confidential information and trade secrets regarding the BBFG’s other employees and independent contractors. Accordingly, during the term of this Agreement and for the twelve (12) month period following termination of this Agreement, whether voluntarily or involuntarily and for any reason, BRAND OWNER shall not, without the express written consent of the Chief Executive Officer of BBFG, either on brand OWNER’s own account or on behalf of any person, company, corporation, or other entity, directly or indirectly, solicit, or endeavor to cause any employee or contractor of BBFG with whom BRAND OWNER came into contact, for the purpose of soliciting or servicing business of a type similar to that contemplated by this Agreement or about whom BRAND OWNER obtained confidential information and trade secrets, to leave employment with the BBFG.
ARTICLE 8 - MISCELLANEOUS PROVISIONS
8.1 Notice and Payment:  Any notice required to be given pursuant to this Agreement shall be in writing and delivered personally to the other designated party or mailed by certified or registered mail, return receipt requested or delivered by a recognized national overnight courier service to the address(es) designated below:

BBFG Branded By Faith Group Inc.
Timothy Anderson, CEO & President
Email: ta@brandedbyfaith.com
Address:   1701 S. Santa Fe Avenue
                  Los Angeles, CA 90021
PMB AEROSPACE CORPORATION
Donald Demery
Email: nsuex1@gmail.com
Address: 333 S. Grand Avenue #2450
Los Angeles, CA 90071
8.2 The Parties agree to execute any documents reasonably requested by the other party to effect any of the above provisions. BRAND OWNER designates ______________________________, (______________________), as its representative for the purposes of executing any and all documents necessary to carry out any provision of this AGREEMENT.
8.3 The provisions of this Agreement shall be binding upon and shall ensure to the benefit of the parties hereto, their heirs, administrators, successors and assigns.
8.4 If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
8.5 Entire Understanding:  This Agreement constitutes the entire understanding of the parties, and revokes and supersedes all prior agreements between the parties, including any option agreements which may have been entered into between the parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may be in conflict with said Agreement.
8.6 This Agreement may be executed in two or more counterparts, each of which will be deemed an original but all of which together will constitute one and the same instrument. The parties may execute this Agreement and exchange counterparts of the signature pages by means of facsimile transmission, email, or regular mail, and the receipt of such executed counterparts will be binding on the parties.
8.7 Indemnity:  BBFG agrees to defend and indemnify BRAND OWNER against all costs, expenses and losses incurred through claims of third parties against BRAND OWNER based on the manufacture or sale of the Products.  BRAND OWNER agrees to defend and indemnify BBFG, its officers, directors, agents, and employees, against all costs, expenses and losses, including reasonable attorneys’ fees and costs, incurred through claims of third parties against BBFG challenging the authenticity or legality of the Brand or Mark, as defined herein.  
8.8 Jurisdiction and Disputes: This Agreement shall be governed in accordance with the laws of the State of California, United States of America, regardless of the place or places of its physical execution and performance and without regard to conflicts of law principles. Any dispute or disagreement which may arise between BBFG and BRAND OWNER in connection with either any interpretation of this Agreement or the performance or nonperformance thereof shall be exclusively determined by the courts located in the State of California, County of Los Angeles. The Parties expressly consent to the exclusive jurisdiction of the courts located in the State of California and hereby waive any jurisdictional or venue defenses otherwise available to the parties.
IN WITNESS WHEREOF, the parties hereto, intending to be legally bound hereby, have each caused to be affixed hereto its or his/her hand and seal the day indicated.

BRANDED BY FAITH GROUP INC.
Name: Timothy Anderson, President & CEO
Signature:


Date: 04/09/2024
PMB AEROSPSACE CORPORATION
Name: Donald Demery
Title: Owner
 
Signature: ____________________________ Date: _____/____/_____