MEMORANDUM OF UNDERSTANDING BETWEEN DESIGNER / LOUK LLC

THIS MEMORANDUM OF UNDERSTANDING (“MOU“), sets forth certain binding understandings and agreements between you, (“DESIGNER“), and LOUK, LLC (LOUK),  relating to the proposed commercial engagement and operation, directly related to the required activities, actions, and any other related collaboration, processes, coordination and documentation for the DESIGNER, to design fabrics, garments and other fashion related products that will be used to commercialize, promote, and sell clothing, art, paintings, artistic concepts, designs and other fashion related products by LOUK (the “Proposed Transaction”). DESIGNER and LOUK are sometimes referred to individually as a “Party” and collectively as the “Parties”.

MOU Subject to Definitive Agreement. This MOU constitutes a legally binding or enforceable agreement or commitment on either Party.

It is the present intention of the Parties that DESIGNER is willing to use LOUK’s Online Platforms to sell garments, clothing, art, paintings, artistic concepts, designs, and other fashion related products on an international level. Such activities will be performed under the conditions set forth in this agreement and based on the compensation and related conditions defined, all, as described in The Parties intend to use this agreement as for basic understanding and commitment as a final formal written agreement that will govern the Transaction (“Definitive Agreement“). All information, both written and oral, obtained by the Parties in connection with this transaction is subject to confidentiality. This Section shall also constitute a legally binding and enforceable agreement between the Parties. In consideration of the significant expenses that the Parties will incur in pursuing the Proposed Transaction and drafting and executing any additional document to formalize further contractual obligations. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provision shall be fully severable and this Agreement shall be construed and enforced as if such illegal, invalid or unenforceable provision had never been a part of this Agreement. Governing Law. This MOU shall be governed by and construed in accordance with the internal laws of the state of Texas, without giving effect to any choice or conflict of law provision or rule (whether of the state of Texas or any other jurisdiction) that would cause the application of laws of any jurisdiction other than those of the state of Texas. No Third-Party Beneficiaries. Nothing herein is intended or shall be construed to confer upon any person or entity other than the Parties and their successors or assigns, any rights or remedies under or by reason of this MOU. No Assignment. Neither this MOU, nor any rights or obligations hereunder may be assigned, delegated or conveyed by either Party without the prior written consent of the other Party. Counterparts. This MOU may be executed in counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one agreement.

Designer obligations & responsibilities: DESIGNER understands all that encompasses the role, business reputation, and ethical commitments of LOUK, and for such reason, fully agrees and commits as follows:

  • Shall not use, accept, relate or promote in any direct or indirect manner any Child Labor, in any phase or process related to its activities.
  • Shall avoid any conflict of interest between the parties.
  • Shall avoid and immediately denounce any counterfeiting activity.
  • Shall avoid and exclude any activities which may be considered unlawful, harmful for its own reputation and that of related third parties.
  • Shall avoid any interaction with related parties affiliated with organizations or activities that fall under potential violations of corruption rules and regulations.
  • Shall avoid any and all circumstances that could even represent the appearance of sexual aggression, harassment or unlawful acts under said circumstances.
  • Shall avoid any defamations or reputation damages activities.

Designer shall at all times, during its engagement with LOUK LLC:

  • Respect the reputation of LOUK LLC, its agents, officers, and directors
  • Pay the related tax obligations derived from its engagement under this agreement
  • Respect applicable norms, rules and regulations

It’s important that the Designer understand our 5 basic louk.design commandments:

  1. Designs must be in mint condition.
  2. We pledge quality material.
  3. Attention to detail is vital.
  4. louk.design only sells hi-end fashion items.
  5. Our clients are fashion experts, we must exceed their expectations.

Any breach or violation by the DESIGNER of these obligations shall trigger the immediate termination of this agreement with no responsibility to LOUK LLC. The Designer must include a complete “ITEM INFORMATION SHEET” for each item they are sending to LOUK LLC.

EXHIBIT 1

Registration: The Designer shall register at www.louk.design or in our app.

Fees: LOUK LLC will receive a monthly membership fee and will charge a percentage of each piece of the Designer.

Proposed Transaction: The Designer grants LOUK LLC the right to display, offer, promote and sell the items of the Designer retaining a fee contemplated in the current plan of membership selected by the Designer.

Ownership of items: The Designer shall retain ownership of the items until these are sold maintaining consignation terms. LOUK LLC only will claim ownership of the piece in case of being returned and that the designer takes no action in 7 working days prior to notification regarding the refund of the item. After this period, LOUK LLC will have 100% ownership of the piece and will have no obligation with the Designer.

LOUK LLC will pay for all shipments thru UPS. The Designer understands that the shipping company is responsible for the items sent from the designer’s workshop until they have arrived at LOUK’s headquarters. LOUK LLC will confirm that the package with the items has been received. Other shipping companies may be used in the future.  The designer must choose the option “signature required” before shipping the items to us.

LOUK LLC will inspect each item upon arrival and will return any items that do not comply with quality control back to the designer, shipping cost of low-quality garments shall be paid by the designer.
Customer returns: All merchandise sold by LOUK LLC will be returned to LOUK’s headquarters. LOUK LLC will inform immediately the Designer so the fault is attended. LOUK LLC will pay all shipping and will do all efforts to resolve the claim with the Designer. The designer will have 7 working days from the day of notification to attend the return claim of LOUK LLC. If the designer takes no action in 7 working days prior to notification regarding the return of the item LOUK LLC will claim ownership of the piece. Understanding that if the Designer does not attend the return claim after this period, LOUK LLC will have 100% ownership of the piece, will be responsible for the return claim and will have no payment obligation with the Designer regarding the piece.

Sizes: Standard clothing sizes will be used.

Pictures: The Designer will provide professional photos (if possible) of the designs in runways or any media that LOUK can use for the marketing of the piece. Also, garments pictures will be taken on the studio at LOUK LLC under the same style and pattern.

Transaction Value: Merchandise will be assigned to Louk under consignation agreement with a wholesale price per garment. The final sale price will be determined by LOUK.

Payment: The Designer will be paid electronically every 45 days.

EARNINGS

Earnings will be determined and paid to the Designer by Louk LLC according to the membership plan selected by the Designer. The possible options are:

Membership Plans:

Fashion designer: $24.99 monthly on a one year contract = limited to 10 pieces, Social Media Exposure, Search Engine Optimization (SEO) 60% of sale price on louk.design.

Maitre des Ciseaux: $49.99 monthly on a one year contract = limited to 25 pieces, Social Media Exposure, Search Engine Optimization (SEO), Cross promotion, Bolg content, Designer Highlight, Email Blast.

Grand Designer: $99.99 monthly on a one year contract = Unlimited pieces, Magazine Cover, Inclusion in louk.design paid adds, Virtual Runway participation, Social Media Exposure, Search Engine Optimization (SEO), Cross promotion, Bolg content, Designer Highlight, Email Blast

Additional legal Terms:

DESIGNER acknowledges that nothing in this Agreement shall limit in any manner LOUK’s marketing, distribution or sales activities or its rights to market, distribute or sell, directly or indirectly, or appoint any other person or company as a dealer, distributor, reseller, licensee or agent for, LOUK´s products and services.

The Designer may not, directly or indirectly through resellers or otherwise market, sell, offer or provide any of its respective products or services offered in louk.design at a lower price or at a wholesale price. If the piece is not an exclusive design and its meant for mass reproduction the Designer will suggest a price and LOUK will receive a minimum wholesale price so both stores have the same price and opportunity of a sale.

The DESIGNER is an independent contractor and nothing contained in this Agreement shall be construed to permit DESIGNER or any of DESIGNER’s officers, directors, employees, agents or representatives to (i) act as partner, joint venturer, co-owner or otherwise as participant in a joint undertaking, or (ii) create or assume any obligation on behalf of LOUK for any purpose whatsoever.

Representations and Warranties

DESIGNER represents and warrants that: (i) DESIGNER and its licensors own or possess the necessary rights, title and licenses in and to the designed models and (ii) DESIGNER has the right to enter into this Agreement and to perform its obligations hereunder.
Anti-bribery Laws. Each Party (including its officers, directors, employees, agents and any person under its control) shall comply with, and shall require its contractors, subcontractors and any contingent workers to comply with, any and all applicable anti-corruption laws and regulations, including, but not limited to, the U.S. Foreign Corrupt Practices Act.
The Parties represent and warrant that each will conduct its business operations hereunder in accordance with all applicable U.S. and foreign laws and regulations and will not attempt to directly or indirectly improperly influence the sale of products by payments or other actions contrary to law or regulation.
EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, LOUK EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, TO THE FULLEST EXTENT PERMITTED BY LAW, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

Indemnification; Limitation of Liability

DESIGNER shall defend, indemnify and hold harmless LOUK and its affiliates, officers, directors, employees and agents from and against any and all costs, (including court costs and reasonable attorneys’ fees), expenses, liabilities (including any tax liability), injuries, losses, damages, claims, demands, and judgments which LOUK may incur as a result of claims of Customers or other third parties, arising from or connected with (i) a direct or indirect breach or negligent performance or failure in performance by DESIGNER of its obligations under this Agreement, (ii) or (ii) any claims based on a misrepresentation by DESIGNER with respect to the LOUK. The obligations of the DESIGNER under this section will survive the termination of this Agreement.