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Artwork Licensing Agreement

This Artwork Licensing Agreement (the "Agreement") is made and entered into as of the effective date (the "Effective Date") by and between Olivia Fine Art Gallery LLC, a limited liability company organized under the laws of the United States, with its principal office located at ________________ ("Licensor"), and Creative Expressions Inc., a corporation organized under the laws of the United States, with its principal office located at ________________ ("Licensee").

1. Grant of License

1.1. License Grant

Licensor hereby grants to Licensee, and Licensee hereby accepts, a non-exclusive, non-transferable, and revocable license to use, reproduce, and display the artwork, images, and designs specified in Exhibit A attached hereto (the "Licensed Artwork"), solely for the purposes of manufacturing, distributing, advertising, and selling finished products incorporating the Licensed Artwork (the "Licensed Products") in accordance with the terms of this Agreement.

2. Licensed Artwork and Copyright

2.1. Ownership

Licensor represents and warrants that the Licensed Artwork is an original work of authorship, that Licensor has all necessary rights to grant the Licensee the licenses herein, and that Licensee's use of the Licensed Artwork, as permitted herein, will not infringe the copyright, trademark, or other intellectual property rights of any third party.

3. Licensing Fees and Royalties

3.1. Licensing Fees

Licensee shall pay to Licensor a one-time licensing fee in the amount of USD $_____ (the "Licensing Fee") upon the execution of this Agreement. The Licensing Fee is non-refundable.

3.2. Royalties

Licensee shall pay to Licensor a royalty in the amount of _____% of the net sales price of each Licensed Product sold by Licensee (the "Royalty"). The Royalty shall be due and payable to the Licensor on a quarterly basis, on or before the 30th day of January, April, July, and October, accompanied by a written report detailing the sales of Licensed Products during the preceding calendar quarter and calculation of the Royalty due.

3.3. Audit Rights

Licensor shall have the right, upon reasonable notice and during normal business hours, to inspect Licensee's books and records to verify the accurate payment of Royalties hereunder. If such inspection reveals an underpayment of Royalties, Licensee shall promptly pay the Licensor the amount of the underpayment, plus interest at the rate of 1.5% per month or the maximum rate permitted by law, whichever is less, from the date that such Royalty payment was due. If the underpayment exceeds 5% of the Royalties due for any calendar quarter, Licensee shall also reimburse Licensor for the reasonable cost of the audit.

4. Usage Restrictions

4.1. Permitted Use

Licensee shall use the Licensed Artwork solely for the manufacture, distribution, advertisement, and sale of Licensed Products. Licensee shall not sublicense, sell, assign, or transfer any of its rights under this Agreement, except as expressly provided herein.

4.2. Unauthorized Use

Licensee shall not use, reproduce, or distribute the Licensed Artwork for any purpose not expressly authorized by this Agreement. Licensee shall not, without Licensor's prior written approval, alter, modify, or create derivative works based upon the Licensed Artwork, except as necessary for the manufacture and sale of the Licensed Products.

5. Term and Termination

5.1. Term

This Agreement shall commence on the Effective Date and shall continue for a term of _____ years, unless terminated earlier under the provisions of this Agreement (the "Term").

5.2. Termination for Breach

Either party may terminate this Agreement, in whole or with respect to any Licensed Artwork, upon written notice to the other party in the event of a material breach of this Agreement by the other party, provided that such breach is not cured within thirty (30) days of the breaching party's receipt of written notice specifying the breach.

5.3. Effect of Termination

Upon the expiration or termination of this Agreement, all rights granted to Licensee hereunder shall terminate, and Licensee shall cease all use, reproduction, and distribution of the Licensed Artwork and shall, within thirty (30) days, pay to Licensor all Royalties due and owing hereunder. The termination of this Agreement shall not relieve either party from any liability arising from any breach of this Agreement prior to termination, and the provisions of Sections 2.1, 3, 4, 5.3, 6, 7, and 8 shall survive termination of this Agreement.

6. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Licensor, its officers, directors, and employees, from and against any and all claims, demands, actions, losses, liabilities, damages, and expenses, including reasonable attorney's fees, arising out of or resulting from Licensee's (a) use of the Licensed Artwork other than as authorized herein, (b) breach of any warranty, representation, or covenant made herein, or (c) manufacture, display, sale, distribution, or advertising of the Licensed Products.

7. Governing Law and Dispute Resolution

7.1. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of ________________, without regard to its conflict of laws principles.

7.2. Arbitration

Any dispute arising from or relating to this Agreement shall be submitted to binding arbitration in the State of ________________, under the rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

8. Miscellaneous

8.1. Entire Agreement

This Agreement, including any exhibits hereto, contains the entire understanding of the parties with respect to the subject matter hereof and shall supersede all prior agreements and understandings, whether written or oral. This Agreement may not be modified or amended except in writing signed by both parties.

8.2. Severability

If any provision of this Agreement is declared invalid, illegal, or unenforceable, the parties agree to amend the remaining provisions to accomplish, to the greatest extent possible, the intent and purpose of the invalid provision, and if any provision cannot be amended to accomplish the intent and purpose thereof, then such provision shall be severed from this Agreement, and the balance of this Agreement shall remain in full force and effect.

8.3. Notices

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when personally delivered, or when sent by certified or registered mail, postage prepaid, return receipt requested, or by e-mail, addressed to the parties at their respective addresses set forth herein or at such other address as may be designated by a party in writing.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the Effective Date.

OLIVIA FINE ART GALLERY LLC CREATIVE EXPRESSIONS INC.

By: _________________________ By: __________________________
[Name] [Name]
[Title] [Title]

EXHIBIT A: LICENSED ARTWORK

[Detailed description of the specific artwork, images, and designs covered by this Agreement]