Ryvid x FarMyth Brand Collaboration Agreement

Brand Collaboration Agreement

This Brand Collaboration Agreement ("Agreement") is made and entered into as of November 1,  2024 , by and between Ryvid Inc., a Delaware corporation having a principal place of business at 12090 E. Carson St, Ste H504, Hawaiian Gardens, CA 90716 ("Ryvid"), and FarMyth LLC, a California corporation having a principal place of business at 3846 Quartzite Ln, San Bernardino CA 92407 ("FarMyth").

WHEREAS, Ryvid designs, manufactures, and sells Ryvid Anthem with Power Controller Upgrade by ASI and Ryvid Anthem OUTSET with Power Controller Upgrade by ASI ("bike(s)");

WHEREAS, FarMyth designs, manufactures, and sells Zealot Hardshell Backpacks in Void Black ("backpack(s)");

WHEREAS, the Parties desire to collaborate in a promotional campaign (“promo”) to cross-sell their respective products;

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the Parties agree as follows:

1. Term

The term of this Agreement ("Term") shall commence on [Start Date] and continue until [End Date], unless terminated earlier or extended in a documented communication, in accordance with Section 6 of this Agreement.

2. Scope of Collaboration

The Parties shall host a promotional campaign (the "Collaboration") aimed at cross-selling Ryvid electric motorcycles and FarMyth Zealot Backpacks.

3. Promotion Details
4. Promotion Structure
5.               Ryvid customers shall get 100% OFF the new Zealot Hardshell Armor backpack if they add an Anthem or Anthem OUTSET (with Power Controller Upgrade by ASI) to cart. This offer shall be automatically applied when a configured ASI-boosted unit to cart.
6.             This offer shall run until end of Cyber Monday week, and may be offered afterwards.

                                             iii.            As long as the offer is on ryvid.com, it is valid and active.

1.             The promotional backpack product can also be purchased at full price as a standalone SKU https://ryvid.com/products/farmyth-zealot-z1-backpack-void-black, and is NOT to be discounted with any coupon if buying as standalone accessory.
2. Important fulfillment information - in case a customer asks:
3.               Whether purchased standalone or gifted through the promotion, the Zealot Backpack shall be fulfilled by FarMyth (and not by Ryvid) and delivered separately from the Ryvid bike, by the delivery date specified on its product page, and at checkout.
4.             For more information designated officers of respective parties shall be available for contact until contract obligations are fulfilled: dtran@ryvid.com, trevor@farmyth.com
5. Duration
6.               The promotional campaign shall run from the week of November 17th and until documented and agreed-upon ending date.
7. Marketing and Branding
8.               The Parties agree to feature each other’s branding in promotional materials, including but not limited to social media campaigns, email newsletters, and in-store displays.
9.             All marketing collateral must be approved by both Parties prior to dissemination.
10. Inventory and Fulfillment Management
11.               Each Party is responsible for managing the inventory of its respective products during the promotional period.
12.             Each party is to fulfill deliveries on its respective involved product orders within the timeframe specified on the order page at the time of the customer payment.

                                             iii.           Ryvid’s sale of the FarMyth backpacks shall be treated as a drop-shipping product in this manner: as Ryvid sells FarMyth backpacks, FarMyth is to fulfill the order within the promised timeframe at the time of customer order placed.

1. Revenue Sharing and Taxes
2.               Revenue collected using the payment gateway or platform on Ryvid.com shall be dispersed between each party following the listed format:
3.             Ryvid shall owe FarMyth $300 (85.71% of current original listed price of the backpack) plus $29.99 (flat-rate cost of shipping collected at the time of the order placed) per sold standalone unit of the backpack and per bundle sale of a bike and a backpack.

                                             iii.           Ryvid shall Tax per region lawns on each standalone unit sale and on bundle sale of bikes and backpacks.

1.            Ryvid’s sale of the FarMyth backpacks shall be treated as a wholesale product in this manner: Customers on ryvid.com shall pays sales tax to the Ryvid. Ryvid shall remit the tax to the state and provide a resale exemption certificate to the FarMyth.
2.              Ryvid shall keep all net revenue from non-backpack purchases on ryvid.com ensuing from the cross sale of Ryvid bikes on FarMyth.com
3.            Each Party shall retain the derived net revenue from the sales of its own products as listed in Section 3.f.

4. Obligations of the Parties
5. Ryvid's Obligations
6.               Ryvid shall feature FarMyth’s backpacks in its promotional campaigns.
7.             Ryvid shall ensure that its sales channels are informed and equipped to execute the collaboration terms.

                                             iii.            Ryvid shall use FarMyth backpacks as collateral to sell its bikes on ryvid.com

1.             Offer FarMyth backpacks in its online store in the accessories section
2.              Run a promotion bundling bikes and backpacks on ryvid.com
3.            Run email campaign promoting the bike and backpack bundle

                                              vii.           Run SMS campaign promoting the bike and backpack bundle

1. FarMyth's Obligations
2.               FarMyth shall feature Ryvid electric motorcycles in its promotional campaigns.
3.             FarMyth shall ensure that its sales channels are informed and equipped to execute the collaboration terms.

                                             iii.            FarMyth shall cross-sell Ryvid bikes on farmyth.com

1.             Introduce Ryvid bikes to customer on purchase confirmation page
2.              Promote Ryvid x FarMyth collaboration on farmyth.com
3. Intellectual Property Rights.
4. Inventions and Innovations.
5.               Ownership. Each party acknowledges and agrees that any copyrights, notes, records, drawings, designs, inventions, improvements, developments, discoveries, or any other intellectual property created, conceived, or developed by a party during the process of the Promotion shall remain the sole and exclusive property of the party or company responsible for their creation or ownership.
   This section specifically affirms that:
6. Each party retains exclusive ownership of its pre-existing intellectual property, as well as any intellectual property independently developed during the Promotion.
7. Nothing in this Agreement shall be construed to grant any ownership or usage rights to the intellectual property of one party to the other, except as explicitly agreed in writing.
8. Any shared or collaborative intellectual property that may arise during the Promotion shall be governed by a separate agreement defining the ownership, rights, and responsibilities of each party.
9.             Moral Rights. Any assignment to either party of Inventions and Innovations includes all rights of attribution, paternity, integrity, modification, disclosure and withdrawal, and any other rights throughout the world that may be known as or referred to as “moral rights,” “artist’s rights,” “droit moral,” or the like (collectively, “Moral Rights”). To the extent that Moral Rights cannot be assigned under applicable law, all parties herein represented hereby waive and agree not to enforce any and all Moral Rights, including, without limitation, any limitation on subsequent modification, to the extent permitted under applicable law.

                                             iii.            Promotion Materials. All parties acknowledge and agree that each of FarMyth and Ryvid separately owns its contributed works, materials, software, documentation, methods, apparatus, systems and the like, and all copyrights, patents, trade secrets, mask work rights or other intellectual property rights in and to the foregoing, that each party may use in performance of the Services (“Promotion Materials”). As between FarMyth and Ryvid, the contributing party is the owner of its own pertinent rights, title and interest throughout the world in all Promotion Materials as described within this document . This Agreement does not restrict or deprive FarMyth or Ryvid of any of its pertinent rights or proprietary interests in Promotion Materials. If any Promotion Materials are included in Inventions and Innovations, then FarMyth and Ryvid grant each company a non-exclusive license to use such Promotion Materials solely as part of the Inventions and Innovations.

1. Confidential Information.
2.               Definition.  “Confidential Information” shall mean any and all technical and non-technical information including patent, copyright, trade secret, and proprietary information, techniques, sketches, drawings, models, inventions, know-how, processes, apparatus, equipment, algorithms, software programs, software source documents, and formulae related to the current and includes, without limitation, each party’s respective information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, and sales and marketing plans and information.  “Confidential Information” also includes proprietary or confidential information of any third party who may disclose such information to either party in the course of the Promotion as described in Section3.
3.             Nondisclosure and Nonuse Obligations.  FarMyth and Ryvid will use willfully provided Confidential Information solely to perform the Services for the benefit of the Promotion as stated in Section 3. Both parties agree to treat all of one another’s Confidential Information with the same degree of care as its own Confidential Information, and both parties will exercise reasonable care to protect its own Confidential Information. Each party will immediately give notice to each other of any unauthorized use or disclosure of the Confidential Information.  Both parties agree to assist each other in remedying any such unauthorized use or disclosure of the Confidential Information.

                                             iii.            Exceptions. Each party’s obligations under Section 5.b shall not apply to any information that (a) was in the public domain at or subsequent to the time it was communicated to either party by the disclosing party through no fault of either party, (b) was rightfully in either party’s possession free of any obligation of confidence at or subsequent to the time it was communicated to either party by the disclosing party, (c) was developed by either party independently of and without reference to any information communicated to either party by the disclosing party, or (d) is being disclosed by either party in response to a valid order by a court or other governmental body, or otherwise as required by law, or as necessary to establish the rights of either party under this Agreement.

1.             Disclosure of Third-party Information.  Neither party shall communicate any information to the other in violation of the proprietary rights of any third party.
2. Term and Termination.
3. Term. This Agreement is effective as of the Effective Date set forth above and will continue for a period as described in Section 3.a or until terminated in accordance with Section 5.b below.
4. Termination.
5.               The initial term of this agreement is described in Section 3.a and this Agreement may be terminated at any time upon sixty (14) days written notice to the other party, which termination will be effective on the 14^th day following written notice.
6.             Either party may terminate this Agreement for Cause, upon written notice to the other party. For purposes of this Agreement, "Cause" shall mean:
7. A party’s engagement in dishonesty, illegal conduct, or gross misconduct;
8. the Embezzlement, misappropriation, or fraud-related to either party’s performance of the Services;
9. Disclosure of Confidential Information (as defined above);
10. a Party’s breach of any obligation under this Agreement or any other written agreement between either party (with breach, if capable of being cured, has not been cured within 5 days of written notice by the non-breaching party).

                                             iii.            Effect of Termination. In the event the either party terminates this Agreement for Cause, (i) neither company shall have any further obligation to the other after the date of such termination, (ii) Either company shall honor Section 3.f’s commitment retroactively and up until the date of such termination, (iii) Upon termination of this Agreement by either party, Ryvid shall pay any and all amounts due for Promotions performed since the effective date of this contract.

1. Survival.
2.               The rights and obligations contained in Sections 5, 6.a(iii), 6.c, 7 and 8 will survive any termination or expiration of this Agreement.
3. Indemnification.
4. Both parties agree to indemnify each other, respective affiliates, and any director, officer, employee, consultant, or agent within either party and hold them harmless against any loss, liability, damage, expense (including reasonable attorneys’ fees), judgments, fines and amounts paid in settlement (if such settlement is approved in advance by both parties) (“Damages”) actually and reasonably incurred by either party in connection with any threatened, pending or completed legal action, claim, investigation or proceeding, whether civil, criminal, administrative or investigative, relating to this Agreement, except to the extent that such Damages have been caused by (i) the gross negligence or willful misconduct of either party, or (ii) any other action taken by either party that would constitute Cause for termination of this Agreement (such gross negligence, misconduct or other action is referred to the “Misconduct”).  Such indemnity shall survive the termination of this Agreement.
5. No Conflicts.
6. Both parties represent that either party’s compliance with the terms of this Agreement and provision of Services hereunder will not violate any duty which either party may have to any other person or entity (such as a present or former employer), including obligations concerning providing services to others, confidentiality of proprietary information and assignment of inventions, ideas, patents or copyrights, and both parties agree not to do anything in the performance of Services hereunder that would violate any such duty.
7. Miscellaneous.
8. Notices. Any notice required or permitted by this Agreement shall be in writing and shall be delivered as follows with notice deemed given as indicated: (i) by personal delivery when delivered personally; (ii) by overnight courier upon written verification of receipt;
9. by facsimile transmission or email upon acknowledgment of receipt of electronic transmission; or (iv) by certified or registered mail, return receipt requested, upon verification of receipt. Notice shall be sent to the respective addresses set forth above, fax number, email, or such other address as either party may specify in writing.
10. Governing Law and Jurisdiction. This Agreement shall be governed in all respects by the laws of the United States of America and by the laws of the state of California. Subject to Section 9.d, each party expressly consents (and waives any objection) to the venue and jurisdiction of the state courts of Los Angeles County, California and the federal courts located in the Central District of California for all litigation which may be brought with respect to this Agreement.
11. Arbitration and Attorneys’ Fees. Any dispute arising from or related to this Agreement that is not settled within the applicable notice or cure periods provided for under this Agreement (the “Dispute”) shall be arbitrated pursuant to the then-existing rules and procedures of JAMS (“JAMS Rules”), which are incorporated herein by reference, with any and all hearings to be held in Los Angeles, California. The submitting party shall submit such Dispute to arbitration by providing a written demand for arbitration to the other party, and the parties shall select a single neutral arbitrator. If the parties cannot agree on a single neutral arbitrator within fifteen (15) business days after the written demand for arbitration is provided, then the arbitrator shall be selected pursuant to the JAMS Rules. Once an arbitrator has been selected, the parties may commence with and engage in discovery in connection with the arbitration as provided for pursuant to the JAMS Rules, provided that both parties shall be entitled to submit expert testimony and written documentation in such arbitration proceeding. The parties may seek any and all remedies available under applicable law. The decision of the arbitrator shall be in writing and shall be final and binding upon both parties. Any award may be enforced by either party, as applicable, in a court of competent jurisdiction. The parties shall equally split the arbitrator costs and JAMS related fees while the arbitration is pending; provided, however, the parties agree that the prevailing party in such arbitration, as determined by the arbitrator, shall be entitled to an award of its arbitrator costs and JAMS related fees incurred in connection with the Dispute. The prevailing party shall also be entitled to an award of its other reasonable costs and attorneys’ fees incurred in connection with the Dispute. The parties agree that the only circumstance in which Disputes will not be subject to arbitration pursuant to this Section is where a party makes a good faith determination that a breach or threatened breach of this Agreement by the other party has or will occur such that a temporary restraining order or other injunctive relief is necessary to preserve the status quo pending conclusion of any arbitration.
12. Severability. Should any provisions of this Agreement be held by a court of law to be illegal, invalid, or unenforceable, the invalid or unenforceable terms will be modified to allow maximum enforceability of such provisions, and the legality, validity, and enforceability of the remaining provisions of this Agreement shall not be otherwise affected or impaired thereby.
13. Waiver. The waiver by either party of a breach of any provision of this Agreement by the other party shall not operate or be construed as a waiver of any other or subsequent breach by such other party.
14. Entire Agreement. This Agreement constitutes the entire agreement between the parties relating to this subject matter and supersedes all prior or contemporaneous oral or written agreements concerning such subject matter. The terms of this Agreement will govern all works undertaken by either party for the Promotion states in Section 3 in this Agreement. This Agreement may only be changed by mutual agreement of the parties in writing.
15. Counterparts. This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute one and the same instrument.  Any xerographic, PDF, or similar electronic copy of this Agreement, with all signatures reproduced on one or more sets of signature pages, will be considered for all purposes as if it were an executed counterpart of this Agreement. Signatures may be given by facsimile or other electronic transmission, and such signatures will be fully binding on the party sending the same.

13. Signatures

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