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LICENSE OF TRADEMARK AGREEMENT

This License of Trademark Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between [Owner's legal name], a [State and Type of Entity] having its principal place of business at [Owner's address] ("Owner"), and SunSpark Creations, a [State and Type of Entity] having its principal place of business at [Licensee's Address] ("Licensee").

1. GRANT OF LICENSE

1.1. License of Trademark

Subject to the terms and conditions of this Agreement, Owner hereby grants to Licensee a non-exclusive, non-transferable, non-sublicensable, royalty-bearing license to use the "EcoFresh" trademark as described in Exhibit A attached hereto (the "Trademark") on or in connection with Licensee's line of organic food products for branding and marketing purposes, in accordance with the terms of this Agreement.

2. ROYALTIES

2.1. Royalty Payments

In consideration for the license granted herein, Licensee shall pay to Owner a royalty equal to [X%] of the Net Sales of the licensed products bearing the Trademark ("Licensed Products") sold by Licensee. "Net Sales" shall mean the gross invoice amount billed by Licensee for sales of Licensed Products, less returns, allowances, discounts, rebates, costs of transportation, and taxes. Royalties shall be paid quarterly on or before the 30th day following the end of each calendar quarter, and shall be accompanied by a written report detailing the calculation of the royalties due for the relevant quarter. Licensee shall keep accurate books of an account, with supporting documentation, of all sales of Licensed Products.

3. USAGE RESTRICTIONS

3.1. Permitted Use

Licensee shall only use the Trademark in the manner prescribed in this Agreement and in any guidelines provided by the Owner. The Licensee shall ensure that the use of the Trademark is consistent with the level of quality, reputation, and goodwill associated with the Trademark, and that the Trademark is used solely in connection with the advertising, promotion, and sale of Licensed Products.

3.2. No Modifications

Licensee shall not alter, modify, dilute, or otherwise misuse the Trademark, or create any derivative works thereof, without the prior written consent of the Owner.

3.3. Compliance with Laws

Licensee shall comply with all applicable federal, state, and local laws, regulations, and requirements in connection with its use of the Trademark, and will obtain all necessary permits and licenses relating to the use of the Trademark on Licensed Products, at Licensee's sole cost.

4. OWNERSHIP OF TRADEMARK

4.1. Ownership and Goodwill

All rights, title, and interest in and to the Trademark, including, without limitation, the goodwill associated therewith, shall remain the sole and exclusive property of Owner. Licensee acknowledges and agrees that its use of the Trademark shall inure to the benefit of Owner, and that nothing in this Agreement shall be construed as an assignment of the Trademark or any rights therein. Licensee agrees not to challenge Owner's ownership of the Trademark or take any action inconsistent with such ownership during the term of this Agreement or thereafter.

4.2. No Further Rights

Licensee agrees that it will not acquire any rights in the Trademark except as expressly provided herein, and that Licensee shall not contest, directly or indirectly, the validity, ownership, or enforceability of the Trademark or assist any third party in doing so.

5. TERM AND TERMINATION

5.1. Term

This Agreement shall commence on the Effective Date and continue for a period of [X] years, unless earlier terminated as provided herein (the "Term"). The Term may be extended by the written agreement of the parties.

5.2. Termination for Breach

Either party may terminate this Agreement upon written notice to the other party if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice thereof.

6. GOVERNING LAW AND DISPUTE RESOLUTION

6.1. Governing Law

This Agreement and any disputes arising hereunder shall be governed by and construed in accordance with the laws of the United States and the State of [State], without regard to its conflicts of law principles.

6.2. Dispute Resolution

Any disputes, claims, or controversies arising out of or in connection with this Agreement shall be resolved by binding arbitration under the then-current rules of the American Arbitration Association. The arbitration shall take place in [City, State], and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof.

7. MISCELLANEOUS

7.1. Entire Agreement

This Agreement, together with any exhibits or attachments, constitutes the entire agreement between the parties relating to the subject matter hereof and supersedes all prior and contemporaneous negotiations, agreements, and understandings between the parties with respect thereto.

7.2. Amendments

No amendment or modification of this Agreement shall be binding unless in writing and signed by both parties.

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

______________________________ ______________________________
[Owner's Name], [Owner's Title] [Licensee's Name], [Licensee's Title]
[Owner's Entity Name] SunSpark Creations

Exhibit A: Description of the Trademark

The "EcoFresh" logo is a distinctive, leafy-green emblem symbolizing eco-friendliness and freshness.