CONNECTION TO MOCKUP

National Merchandise Design License and Catalog Integration Agreement

Commercial Multi-Jurisdiction Master Standard (50-State & Federal Scope)

DOCUMENT INSTRUCTIONS & PLACEHOLDER GUIDE:

• All required fill-in fields are highlighted with standardized bracketed markers like [ENTER DETAIL HERE].
• Fill in Party details in Section 1, itemize designs in Schedule A, list manufacturing facilities in Schedule B, and ensure all print shops execute Schedule C prior to file handover.
• This agreement establishes a firm $1,200 annual license fee with unlimited product unit sales, zero percentage royalties, nationwide multi-jurisdiction enforceability, and strict chain-of-custody accountability for manufacturers and third parties.

Effective Date: [ENTER EFFECTIVE DATE: MM/DD/YYYY]
Master License Agreement ID: C2M-LIC-[ENTER UNIQUE AGREEMENT ID]

1. Parties and Contracting Entities

This National Merchandise Design License and Catalog Integration Agreement (“Agreement”) is executed and entered into by and between:

Licensor:

• Legal Entity / Business Name: [ENTER LICENSOR LEGAL ENTITY NAME]
• Doing Business As (d/b/a): Connection to Mockup ([STATE OF D/B/A FILING, IF APPLICABLE])
• Entity Type & State of Formation: [e.g., LLC, Corporation - STATE]
• Principal Business Address: [STREET, SUITE, CITY, STATE, ZIP]
• Designated Notice Email: legal@connectiontomockup.com / [ALTERNATE NOTICE EMAIL]
• Authorized Representative: [FULL LEGAL NAME OF REPRESENTATIVE]
• Title: [OFFICIAL CORPORATE TITLE: e.g., Managing Director, President]

and

Licensee:

• Legal Entity / Business Name: [ENTER LICENSOR LEGAL ENTITY NAME]
• Doing Business As (d/b/a): [FILL IN REQUIRED DETAIL]
• Entity Type & State of Formation: [e.g., LLC, Corporation - STATE]
• Principal Business Address: [STREET, SUITE, CITY, STATE, ZIP]
• Designated Notice Email: [FILL IN REQUIRED DETAIL]
• Primary Commercial Website / Storefront URL: [https://licensee-storefront.com]
• Authorized Representative: [FULL LEGAL NAME OF REPRESENTATIVE]
• Title: [OFFICIAL CORPORATE TITLE: e.g., Managing Director, President]

(Licensor and Licensee are each individually referred to as a “Party” and collectively as the “Parties.”)

2. Foundational Doctrine: Systemic Integrity and Universal Accountability

2.1 Non-Divisible Integrity. Integrity is not a single, isolated action, nor is it the unilateral responsibility of any single individual or department. Integrity under this Agreement constitutes an ongoing, continuous, operational standard that governs every phase of production, reproduction, catalog display, marketing, distribution, and commercial sales.

2.2 Universal Chain-of-Custody Accountability. Any person, entity, employee, contractor, vendor, broker, agent, or third party who obtains access to, reproduces, manufactures, distributes, or commercially exploits the Licensed Designs—whether directly authorized or acting through intermediaries—is held strictly accountable under the terms of this Agreement and applicable federal and state intellectual property laws.

2.3 Vicarious and Strict Liability of Licensee. Licensee shall not evade, limit, or mitigate its accountability by delegating manufacturing, fulfillment, design adaptation, sales, or marketing to third parties. Licensee assumes full, strict, joint, and vicarious legal responsibility for all acts, omissions, leaks, breaches, unauthorized overruns, unauthorized file transfers, and copyright infringements committed by its officers, employees, independent contractors, freelance personnel, marketing affiliates, and approved Production Providers.

2.4 Direct Accountability for Third Parties and Infringers. Any manufacturer, printer, digital pirate, unauthorized reseller, rogue employee, or downstream distributor who participates in unauthorized duplication, file dissemination, bootlegging, or out-of-scope commercial exploitation is directly subject to all civil, equitable, and statutory remedies available under United States copyright, trademark, and unfair competition laws, including immediate nationwide injunctive relief and statutory damages up to the maximum permitted by law.

3. Purpose and Master Definitions

3.1 “Licensed Designs” means solely the proprietary visual artwork, vector assets, graphics, illustrations, typography, and creative files individually itemized, identified, and approved in writing in Schedule A (Design Schedule). Inclusion of a design on connectiontomockup.com, in social media previews, in promotional mockups, or in marketing materials does not constitute an express or implied license unless specifically listed in an executed Schedule A.

3.2 “Authorized Products” means the specific finished merchandise categories (e.g., T-shirts, hoodies, headwear, tote bags, or other physical apparel items) expressly designated in Schedule A.

3.3 “Authorized Channels” means the approved direct-to-consumer (D2C) e-commerce storefronts, business-to-business (B2B) wholesale catalogs, and verified retail venues specified in Schedule A.

3.4 “Production Providers” means third-party contract manufacturers, apparel decorators, screen printers, direct-to-garment (DTG) print houses, embroidery vendors, cut-and-sew factories, and fulfillment centers approved in writing by Licensor in Schedule B.

3.5 “Territory” means the entire United States of America, including all fifty (50) states, the District of Columbia, and all U.S. territories and possessions, unless expressly restricted in Schedule A.

3.6 “Term” means the twelve (12) consecutive month period commencing on the Effective Date, renewable strictly in accordance with Section 5.

4. License Grant and Operating Scope

4.1 Non-Exclusive Commercial Grant. Subject to Licensee’s timely payment in full of the Annual License Fee and strict ongoing compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable commercial license during the active Term throughout the Territory to:

• (a) Reproduce the Licensed Designs solely onto Authorized Products;
• (b) Contract authorized, Schedule B-approved Production Providers to manufacture Authorized Products;
• (c) Display, market, and advertise Authorized Products utilizing Licensor-approved product mockups and promotional assets across Authorized Channels; and
• (d) Distribute, offer for sale, and sell Authorized Products through Authorized Channels.

4.2 Unlimited Sales Volume (No Per-Unit Royalties). During the active paid Term, Licensee is permitted to manufacture, market, and sell an unlimited number of units of Authorized Products bearing the Licensed Designs, with no sales revenue ceiling and zero percentage-of-sales royalties.

4.3 Strict Scope Preservation. The unlimited production and sales allowance applies solely to the specific designs, product categories, business entities, and sales channels identified in Schedule A. Unlimited sales volume does NOT:

• (a) Grant rights to any other design in Licensor’s master catalog or website;
• (b) Grant any ownership, copyright assignment, or proprietary title in the artwork;
• (c) Permit standalone resale, redistribution, licensing, or syndication of raw digital art files;
• (d) Permit sublicensing to independent third-party brands or unlisted retail conglomerates; or
• (e) Create any franchise, joint venture, agency, or partnership relationship.

5. Annual License Fee and Financial Terms

5.1 Firm Annual License Fee. The commercial license fee is a firm, non-negotiable One Thousand Two Hundred Dollars ($1,200.00 USD) per licensed business entity for each twelve (12) month Term.

5.2 Upfront Clearance Required. Full payment of the $1,200.00 annual fee must clear Licensor’s accounts prior to:

• (a) Release or transmission of high-resolution master production files or vector assets;
• (b) Authorization of any Production Provider under Schedule B;
• (c) Commercial publication of mockups, product listings, or advertising; and
• (d) Physical manufacturing or commercial sales of any merchandise.

5.3 No Retroactive Immunity. Payment of the Annual License Fee operates prospectively only. Payment does not cure, release, waive, or pardon past unauthorized use, bootlegging, or copyright infringement occurring prior to the Effective Date unless Licensor executes a formal, written, separate Release of Claims.

5.4 Separate Operating Expenses. Licensee bears total responsibility for all manufacturing costs, raw blank apparel, printing, packaging, freight, platform transaction fees, consumer chargebacks, state and local sales taxes, customs duties, business insurance, and customer support.

5.5 Non-Refundable Fee. The $1,200.00 fee is fully earned upon contract execution and delivery of access to the approved design assets. No refunds, offsets, or pro-rata adjustments shall be granted due to poor sales performance, market downturns, or Licensee’s internal operational delays.

6. Term, Renewal, and Inventory Sell-Off

6.1 Term. The initial Term of this Agreement shall be twelve (12) calendar months, beginning on the Effective Date and terminating at 11:59 PM Pacific Time on the three hundred sixty-fifth (365th) day thereafter.

6.2 Renewal Protocol. To maintain continuous licensing rights without interruption, Licensee must tender the $1,200.00 renewal fee and execute an updated Schedule A at least fifteen (15) calendar days prior to expiration. This Agreement does not auto-renew without written confirmation and cleared payment.

6.3 Post-Expiration Injunction. Upon expiration without confirmed renewal, all manufacturing must immediately cease. Licensee retains no implied right to continue printing or marketing. An inventory sell-off period for pre-existing finished goods is permitted only if specifically authorized in writing by Licensor in an executed Sell-Off Addendum, not to exceed thirty (30) calendar days.

7. Intellectual Property Ownership and Modification Restrictions

7.1 Absolute Reservation of Rights. Licensor retains sole, exclusive, and unencumbered ownership of all worldwide copyrights, trademarks, trade secrets, moral rights, and proprietary interests in and to the Licensed Designs and all associated mockups, promotional imagery, and brand marks.

7.2 Technical Adaptations Permitted. Licensee and approved Production Providers may perform ordinary, technical, non-creative production adaptations strictly necessary for printing (such as proportional scaling, resolution matching, color separation for screen printing, and substrate placement), provided the artistic character, visual integrity, and core elements of the design remain unaltered.

7.3 Material Alterations Prohibited. Licensee shall not redraw, recolor, distort, segment, combine with third-party intellectual property, append unauthorized slogans, or create derivative works from the Licensed Designs without prior written authorization from Licensor.

7.4 No Trademark or Copyright Filings. Licensee shall not file, attempt to register, or facilitate any application for copyright registration, trademark registration, design patent, or business name incorporating any Licensed Design or the name “Connection to Mockup” anywhere in the world.

8. Manufacturing Security and Production Chain-of-Custody

8.1 Authorized Manufacturers Only. Production files (high-resolution PNGs, vector SVGs, AI, EPS, or separation files) may be transferred solely to Production Providers vetted and designated in Schedule B.

8.2 Mandatory Manufacturer Undertaking. Before receiving any digital asset, each Production Provider must execute the Schedule C (Manufacturer Chain-of-Custody and Security Undertaking), legally binding the manufacturer to:

• (a) Use production files exclusively to fulfill verified, paid purchase orders placed by Licensee;
• (b) Maintain strict digital and physical access controls preventing unauthorized file duplication or distribution;
• (c) Never produce overruns, factory seconds for resale, backdoor samples, or unauthorized batches;
• (d) Never list, display, promote, sell, or license the designs on their own platforms, B2B wholesale sites, or catalog portals;
• (e) Immediately purge, securely destroy, or return all master production files upon completion of the production run or upon contract termination, certifying destruction in writing upon request; and
• (f) Consent to direct accountability and third-party beneficiary enforcement by Licensor.

8.3 Strict Joint Liability. If an approved Production Provider breaches these covenants—including by selling overruns, leaking vector files, or producing bootleg merchandise—Licensee and the Production Provider shall be jointly and severally accountable to Licensor for all resulting damages, lost profits, and statutory copyright penalties.

9. Catalog Integration, Affiliates, and Independent Resellers

9.1 Authorized Catalog Display. Licensee is permitted to integrate approved digital mockups into its authorized B2B and D2C online catalogs during the active Term.

9.2 Digital Asset Resale Strictly Prohibited. Licensee shall never sell, sub-license, syndicate, share, bundle, or distribute raw artwork files, print-ready digital files, layered design templates, vector graphics, or master mockup templates as standalone digital goods. Breach of this subsection constitutes immediate, willful copyright infringement.

9.3 Marketing Affiliates vs. Independent Sellers:

• (a) Promotional Affiliates: A verified affiliate or marketing influencer may promote Licensee’s authorized listings using approved promotional links and marketing collateral on Licensee’s behalf.
• (b) Independent Sellers / Franchisees: Any independently owned legal entity, storefront, marketplace vendor, or merchant that bills customers, fulfills merchandise, or maintains independent accounts must purchase its own separate $1,200.00 annual license. Licensee may not “umbrella” independent third-party businesses under its single $1,200 license.

10. Quality Control, Legal Compliance, and Brand Standards

10.1 Commercial Quality Standard. Licensee warrants that all Authorized Products manufactured and distributed under this Agreement shall meet industry-standard apparel quality, fit, finish, colorfastness, and durability.

10.2 Statutory and Regulatory Compliance. Licensee assumes sole responsibility for complying with all applicable federal, state, and local commercial laws, including:

• (a) Consumer Product Safety Improvement Act (CPSIA) safety standards and lead/phthalate testing;
• (b) Federal Trade Commission (FTC) garment care labeling, fiber identification, and country-of-origin markings;
• (c) California Proposition 65 and state-specific chemical disclosures; and
• (d) Truth-in-advertising and consumer protection statutes.

10.3 Mockup and Pre-Production Approval. Prior to commercial launch of any new apparel line or product category, Licensee shall submit high-resolution digital mockups (and, upon reasonable request, physical pre-production samples) to Licensor for design verification and brand approval.

11. B2B, Freelance Designers, and Worker Classification

11.1 Pure Commercial License. This Agreement is exclusively a business-to-business commercial intellectual property license. It does not constitute an employment agreement, collective bargaining agreement, joint venture, or franchise.

11.2 Independent Contractor / Freelance Standards. Licensee retains full independence and sole control over its operational methods, personnel, work schedules, sales force, and contractor compensation.

11.3 Independent Compensation Principle. Compensation paid to freelance graphic artists, sales reps, production managers, or B2B account executives engaged by either Party shall be negotiated independently based on skill, deliverables, and separate written contracts. Neither Party promises any minimum salary, sales commission, royalty share, or guaranteed profit.

11.4 Nationwide Multi-State Compliance. Worker classification shall be determined strictly under applicable state and federal statutes (including the Fair Labor Standards Act, state independent contractor statutes, and the applicable common-law or ABC tests in the jurisdictions where workers perform services).

12. Audit Rights, Records, and Compliance Verification

12.1 Duty to Maintain Records. Licensee shall maintain complete, accurate, and unaltered commercial records during the Term and for twenty-four (24) months thereafter, documenting:

• (a) Complete itemized inventory and production run logs for all Authorized Products;
• (b) Invoices, work orders, and bills of lading from all Production Providers;
• (c) Active sales channels, storefront URLs, and wholesale distribution accounts; and
• (d) Inventory counts and disposition of remaining stock upon expiration or termination.

12.2 Compliance Verification. Upon ten (10) business days’ prior written notice, Licensor or its certified representative shall have the right to inspect relevant production and distribution records to verify adherence to licensed design boundaries and Schedule B manufacturer controls. If an audit reveals deliberate out-of-scope manufacturing, unauthorized file distribution, or unlicensed design usage, Licensee shall pay the full cost of the audit and immediately remit all applicable statutory damages.

13. Anti-Piracy Program, Infringement Enforcement, and Remedies

13.1 Active Rights Protection. Licensor maintains an aggressive, nationwide anti-piracy and intellectual property protection program, utilizing digital watermarking, web scraping, marketplace monitoring, and metadata tracking to identify unauthorized merchandise and leaked design assets.

13.2 Zero-Tolerance Piracy Policy. The $1,200.00 Annual License Fee is the standard entry price for legitimate commercial cooperation. Entities or individuals who reproduce, print, or commercialize Licensor’s designs without an executed license and cleared payment are willful infringers subject to maximum legal accountability.

13.3 Cumulative Legal Remedies. In the event of material breach, unauthorized duplication, file leaking, or copyright infringement, Licensor shall be entitled to pursue all cumulative legal and equitable remedies, including:

• (a) Statutory Copyright Damages: Up to $150,000.00 per registered work for willful copyright infringement pursuant to 17 U.S.C. § 504(c);
• (b) Actual Damages and Disgorgement: Full recovery of Licensor’s actual damages and disgorgement of all gross profits realized by the infringing party, its affiliates, and its production vendors;
• (c) Immediate Injunctive Relief: Preliminary and permanent nationwide injunctions restraining further manufacturing, marketing, sales, and distribution, with consent that monetary damages alone are inadequate to remedy continuous brand and copyright harm;
• (d) Seizure and Destruction: Impoundment and court-ordered destruction of all infringing merchandise, screens, plates, digital masters, and production files pursuant to 17 U.S.C. § 503; and
• (e) Attorneys’ Fees and Costs: Full recovery of reasonable attorneys’ fees, forensic investigation expenses, and court costs pursuant to 17 U.S.C. § 505 and contractual prevailing-party provisions.

14. Breach, Suspension, and Termination

14.1 Notice and Opportunity to Cure. For non-willful, curable administrative breaches (e.g., failure to update a storefront URL), the non-breaching Party shall provide written notice specifying the deficiency, granting ten (10) business days to cure.

14.2 Immediate Termination for Cause. Licensor may immediately suspend access and terminate this Agreement with written notice without a cure period if Licensee:

• (a) Leaks, transfers, or publishes raw production files or vector assets to unvetted third parties;
• (b) Sells or manufactures merchandise featuring unlisted designs outside of Schedule A;
• (c) Utilizes unapproved, black-market, or rogue manufacturers;
• (d) Engages in fraud, counterfeit production, or criminal conduct; or
• (e) Fails to pay the Annual License Fee or associated renewal fees.

14.3 Post-Termination Obligations. Within five (5) business days following termination:

• (a) All manufacturing, listing, marketing, and sales must immediately cease;
• (b) All live digital listings and mockups must be taken down;
• (c) All master production files held by Licensee and Production Providers must be permanently purged and wiped from servers; and
• (d) An authorized corporate officer of Licensee must execute a written Affidavit of Compliance and File Destruction certifying full adherence.

15. Representations, Warranties, and Indemnification

15.1 Licensor Representations. Licensor warrants that it holds valid commercial licensing rights to the designs designated in Schedule A and possesses full corporate authority to enter into this Agreement.

15.2 Licensee Representations. Licensee warrants that it possesses full corporate authority to execute this Agreement, that its commercial activities will strictly abide by all terms herein, and that it will enforce all chain-of-custody protocols across its entire vendor network.

15.3 Indemnification by Licensee. Licensee agrees to defend, indemnify, and hold harmless Licensor, its officers, directors, designers, and agents from and against any and all claims, liabilities, damages, judgments, and legal expenses arising out of:

• (a) Any breach of this Agreement by Licensee or its contractors;
• (b) Manufacturing defects, consumer safety violations, or labeling non-compliance;
• (c) Any leak, overrun, or bootleg production originating from Licensee’s vendors or employees; or
• (d) Commercial misrepresentations made to retail customers.

16. Governing Law, Nationwide Jurisdiction, and Dispute Resolution

16.1 Governing Law. This Agreement shall be governed by, construed, and enforced in accordance with the federal laws of the United States of America (including the Copyright Act of 1976, 17 U.S.C. §§ 101 et seq.) and the substantive commercial contract laws of the United States, without giving effect to any conflict of laws principles.

16.2 Nationwide Forum and Jurisdiction.

• (a) Federal Claims: For all actions concerning copyright infringement, trademark violations, or federal questions, the Parties irrevocably submit to the exclusive jurisdiction and venue of the United States District Court.
• (b) Contractual Claims: For state-law breach of contract or commercial disputes, claims shall be brought in a court of competent jurisdiction within the designated home venue of Licensor, or, at Licensor’s sole election, in the federal or state court where the infringing activity, unauthorized manufacturing, or unlawful sales occurred.
• (c) Nationwide Personal Jurisdiction: Licensee and its approved Production Providers expressly consent to personal jurisdiction in any federal or state court across the United States where unauthorized reproduction, distribution, or sales of Licensor’s designs are detected.

16.3 Equitable Relief and Injunctive Enforcement. Nothing in this Section shall restrict Licensor from seeking immediate ex parte temporary restraining orders, preliminary injunctions, or asset freezes in any federal or state court of competent jurisdiction nationwide to prevent imminent copyright dissemination, counterfeiting, or irreparable brand harm.

17. Miscellaneous General Provisions

17.1 Entire Agreement. This Agreement, together with Schedules A, B, and C, constitutes the entire and complete understanding between the Parties concerning the subject matter hereof, superseding all prior oral or written discussions, pitches, or draft memos.

17.2 Severability. If any provision of this Agreement is adjudicated invalid or unenforceable, such provision shall be enforced to the maximum extent permissible, and all remaining provisions shall remain in full force and effect.

17.3 Non-Waiver. No failure or delay by Licensor in exercising any right, power, or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise preclude any other or further exercise of any legal remedy.

17.4 Counterparts and Electronic Signatures. This Agreement may be executed in counterparts, each of which shall be deemed an original, and electronic signatures (via DocuSign, Adobe Sign, or verified email PDF) shall be fully binding and enforceable under the Federal E-SIGN Act and Uniform Electronic Transactions Act (UETA).

Signature Blocks

IN WITNESS WHEREOF, the Parties hereto have caused this National Merchandise Design License and Catalog Integration Agreement to be duly executed by their authorized corporate representatives as of the Effective Date written above.

LICENSOR:
Connection to Mockup

By: [SIGNATURE OF AUTHORIZED REPRESENTATIVE]
Printed Name: [PRINTED FULL LEGAL NAME]
Title: [e.g., Managing Member, President, CEO]
Date: [DATE SIGNED: MM/DD/YYYY]

LICENSEE:
[FILL IN REQUIRED DETAIL]

By: [SIGNATURE OF AUTHORIZED REPRESENTATIVE]
Printed Name: [PRINTED FULL LEGAL NAME]
Title: [e.g., Managing Member, President, CEO]
Date: [DATE SIGNED: MM/DD/YYYY]

SCHEDULE A: Licensed Designs, Products, and Channels

Attachment to Master Agreement ID: C2M-LIC-[FILL IN REQUIRED DETAIL]

1. Itemized Licensed Designs

(List specific catalog titles, internal SKU design codes, or high-res file reference hashes. A general website link does not qualify.)

2. Authorized Product Categories

• Short-Sleeve T-Shirts (Standard & Heavyweight)
• Long-Sleeve T-Shirts
• Fleece Hoodies & Crewneck Sweatshirts
• Headwear / Caps / Beanies (Requires specific initial check)
• Tote Bags & Canvas Accessories (Requires specific initial check)
• Other Approved Categories: [SPECIFY ADDITIONAL APPROVED MERCHANDISE OR 'NONE']

3. Authorized Commercial Sales Channels

• Primary E-Commerce URL: https://[PRIMARY-STOREFRONT-DOMAIN.COM]
• Secondary Approved Marketplace Stores: (e.g., Shopify, TikTok Shop, Verified B2B Portal)
• Wholesale / B2B Distribution: [ ] Authorized [ ] Restricted to Direct-to-Consumer Only

4. Commercial License Fee Schedule

• Annual License Fee: $1,200.00 USD
• Sales Volume Allowed: Unlimited Units (Zero Percentage Royalties)
• Term Duration: 12 Months from Clearance Date

SCHEDULE B: Authorized Production Providers (Manufacturers)

List all vetted apparel decorators, print facilities, DTG vendors, or contract factories authorized to receive production files.

Facility 1:

• Company / Print Facility Name: [FILL IN REQUIRED DETAIL]
• Physical Facility Address: [FILL IN REQUIRED DETAIL]
• Contact Representative & Phone: [FILL IN REQUIRED DETAIL]
• Contact Email: [FILL IN REQUIRED DETAIL]
• Manufacturing Process: [ ] Screen Print [ ] DTG / DTF [ ] Embroidery [ ] Sublimation [ ] Cut & Sew
• Schedule C Undertaking Executed: [ ] Yes Date: [DATE SIGNED: MM/DD/YYYY]

Facility 2:

• Company / Print Facility Name: [FILL IN REQUIRED DETAIL]
• Physical Facility Address: [FILL IN REQUIRED DETAIL]
• Contact Representative & Phone: [FILL IN REQUIRED DETAIL]
• Contact Email: [FILL IN REQUIRED DETAIL]
• Manufacturing Process: [ ] Screen Print [ ] DTG / DTF [ ] Embroidery [ ] Sublimation [ ] Cut & Sew
• Schedule C Undertaking Executed: [ ] Yes Date: [DATE SIGNED: MM/DD/YYYY]

SCHEDULE C: Manufacturer Chain-of-Custody and Security Undertaking

(Mandatory Form: Must be executed by each Production Provider prior to receiving digital art files)

To: Connection to Mockup (“Licensor”) and [LICENSEE LEGAL ENTITY NAME] (“Licensee”)
From (Production Provider / Factory): [MANUFACTURER / FACTORY LEGAL NAME]
Facility Address: [FULL PHYSICAL FACILITY ADDRESS, CITY, STATE, ZIP]

The undersigned Production Provider acknowledges and agrees that:

1. Restricted File Access: Master graphic and vector files provided by Licensor or Licensee are proprietary trade secrets and protected copyrighted assets of Licensor.
2. Sole Permitted Purpose: Provider shall use the files solely and exclusively to decorate and manufacture Authorized Products ordered and paid for by Licensee pursuant to written purchase orders.
3. Zero Overruns / Zero Backdoor Sales: Provider warrants that it shall not manufacture excess units, overruns, factory seconds, or unauthorized samples for commercial sale, barter, internal display, or distribution to any third party.
4. No Direct Commercial Exploitation: Provider acquires no license, right of resale, or catalog marketing rights. Provider shall not display, offer, or sell the designs in its own catalog, showroom, website, or social media.
5. Mandatory File Deletion: Upon completion of Licensee’s authorized purchase order, or upon written demand from Licensor or Licensee, Provider shall immediately wipe, delete, and permanently purge all electronic copies of the art files from its computers, RIP software, servers, and backup media, and certify destruction in writing within forty-eight (48) hours.
6. Direct Accountability: Provider acknowledges that Licensor is an intended third-party beneficiary of this Undertaking with full legal standing to directly sue Provider in any federal or state court for copyright infringement, breach of confidence, and statutory damages for any unauthorized duplication or dissemination.

PRODUCTION PROVIDER / PRINT FACILITY:
Company Name: [FILL IN REQUIRED DETAIL]

By: [SIGNATURE OF AUTHORIZED REPRESENTATIVE]
Authorized Signatory Name: [FULL NAME OF AUTHORIZED SIGNATORY]
Title: [e.g., Managing Member, President, CEO]
Date: [DATE SIGNED: MM/DD/YYYY]