VAN LIFE™ Static Merchandise Advertising Agreement

This Static Merchandise Advertising Agreement (the "Agreement") is made and entered into as of [Date], by and between VAN LIFE LLC ("Company"), a limited liability company organized under the laws of [State/Country], with its principal place of business at [Address], and [NFT Holder's Name] ("NFT Holder"), an individual or entity identified by ownership of the [Purple Colored or Blue Colored] VAN LIFE™ NFT, with an associated profile on the VAN LIFE™ Peers platform (https://vanlifepeers.com) (collectively referred to as the "Parties").

1. Purpose of Agreement

This Agreement sets forth the terms and conditions under which the [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder will provide the Company with a picture and/or video (the "Content") from their profile on the VAN LIFE™ Peers platform for use in static merchandise advertising ("Advertising") on various VAN LIFE™ products.

2. Grant of Rights

2.1 License: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder hereby grants the Company a non-exclusive, worldwide, transferable, sub-licensable, royalty-bearing (or free-of-charge as applicable per Section 7), right and license to use, reproduce, display, distribute, and otherwise exploit the Content on or in connection with the Advertising of VAN LIFE™ merchandise.

2.2 Duration: The license granted under this Agreement shall remain in effect for the duration of time specified in the applicable Compensation Model (as defined below), or in perpetuity for free-of-charge placements unless terminated in accordance with this Agreement.

2.3 Modifications: The Company may modify the Content as necessary for the intended use, including resizing, cropping, or adjusting color schemes, provided that such modifications do not alter the fundamental nature of the Content.

3. Obligations of the NFT Holder

3.1 Provision of Content: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder agrees to provide the Company with high-resolution images and/or video clips from their VAN LIFE™ Peers profile, suitable for use in the Advertising.

3.2 Representation and Warranties: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder represents and warrants that they own all rights, title, and interest in and to the Content, or have obtained all necessary permissions to grant the license set forth herein, and that the use of the Content by the Company will not infringe upon or violate the rights of any third party.

4. Advertising on VAN LIFE™ Merchandise

4.1 Types of Merchandise: The Content may be featured on various VAN LIFE™ merchandise, including but not limited to apparel, accessories, printed merchandise, home decor, digital merchandise, and product packaging, as further detailed in Exhibit A (attached hereto).

4.2 Distribution: The Company retains the right to distribute the merchandise featuring the Content through any and all available channels, including but not limited to online sales, retail partnerships, and direct-to-consumer initiatives.

5. Compensation Models

The Parties agree to one or more of the following compensation models for the Advertising:

5.1 One-Time Fee: A single payment of $[Amount] for the use of the Content on specific merchandise items or collections.

5.2 Royalties and Residuals: A royalty rate of [Percentage]% on net sales of merchandise featuring the Content, payable on a quarterly basis.

5.3 Licensing Agreement: A licensing fee of $[Amount] for the rights to use the Content for a specified term of [Duration].

5.4 Equity Stakes: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder shall receive an equity stake of [Percentage]% in the merchandise line that prominently features the Content.

5.5 Product Ownership and Co-Creation: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder and the Company shall co-create merchandise, with shared ownership interests as follows: [Ownership Split].

5.6 Brand Ambassador Role: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder shall act as a brand ambassador, receiving a promotional fee of $[Amount] and/or performance-based bonuses as outlined in Exhibit B.

5.7 Cross-Promotion and Barter Deals: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder and the Company agree to exchange promotional services or products of equivalent value, as further detailed in Exhibit C.

5.8 Free-of-Charge Placement: The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder elects to feature their Content without monetary compensation, solely for exposure and promotional purposes.

6. Intellectual Property Rights

6.1 Ownership: Except for the rights expressly granted herein, all rights, title, and interest in and to the Content shall remain with the [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder. All rights, title, and interest in and to any merchandise designs, product concepts, or other intellectual property created by the Company, or jointly with the [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder, shall remain with the Company.

6.2 Attribution: The Company shall provide appropriate attribution to the [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder in connection with the use of the Content, in a manner consistent with industry standards.

7. Termination

7.1 Termination for Cause: Either Party may terminate this Agreement with immediate effect if the other Party breaches any material term of this Agreement and fails to cure such breach within [Number] days of receipt of written notice.

7.2 Termination Without Cause: Either Party may terminate this Agreement upon [Number] days' written notice to the other Party, subject to the continued fulfillment of any existing obligations under this Agreement.

7.3 Effect of Termination: Upon termination of this Agreement, the Company shall cease all use of the Content in future Advertising. However, the Company may continue to sell any existing inventory of merchandise featuring the Content until depleted, subject to any applicable compensation obligations.

8. Indemnification

The [Purple Colored or Blue Colored] VAN LIFE™ NFT Holder agrees to indemnify, defend, and hold harmless the Company, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising out of or in connection with the use of the Content in accordance with this Agreement.

9. Miscellaneous

9.1 Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State/Country of [State/Country], without regard to its conflict of laws principles.

9.2 Entire Agreement: This Agreement constitutes the entire understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and negotiations.

9.3 Amendments: No amendment or modification of this Agreement shall be binding unless made in writing and signed by both Parties.

9.4 Severability: If any provision of this Agreement is found to be invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

9.5 Counterparts: This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

10. Signatures

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.

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**VAN LIFE LLC**

By: ____________________________  

Name: __________________________  

Title: __________________________  

Date: __________________________

**NFT Holder**

By: ____________________________  

Name: __________________________  

Title: __________________________  

Date: __________________________

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**Exhibits:**

•Exhibit A: Types of Merchandise

•Exhibit B: Brand Ambassador Role Details

•Exhibit C: Cross-Promotion and Barter Deal Details