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PROMOTION AND MARKETING AGREEMENT

This Promotion and Marketing Agreement (the "Agreement") is entered into as of [DATE] (the "Effective Date") by and between Homenick Inc., a corporation incorporated under the laws of [STATE] and having its principal place of business at [ADDRESS] ("Homenick"), and Global Retail Marketers, a corporation incorporated under the laws of [STATE] and having its principal place of business at [ADDRESS] ("Global Retail Marketers") (each a "Party" and collectively, the "Parties").

1. DEFINITIONS

1.1. "Advertising Campaigns"

means any digital, print, broadcast, social media, or other marketing or advertising activities or initiatives designed to promote the Products;

1.2. "Products"

means Homenick's products as set forth in Exhibit A, attached hereto and incorporated herein by reference;

1.3. "Territory"

means the United States of America, its territories, and possessions;

2. SCOPE OF WORK

2.1. Promotion and Advertising

During the Term (as defined in Section 6.1), Global Retail Marketers shall develop, coordinate, and execute Advertising Campaigns in the Territory, in accordance with Homenick's guidelines, directives, and approval processes, with the objective of bolstering the awareness and sales of the Products;

2.2. Collaboration

Global Retail Marketers and Homenick shall collaborate and work together with respect to the planning, implementation, and assessment of Advertising Campaigns and other promotional activities. This collaboration shall include regular meetings, conference calls, and written reports, as mutually agreed upon by the Parties;

2.3. Compliance

All Advertising Campaigns shall comply with applicable laws, regulations, and industry standards, and shall be subject to Homenick's prior written approval, which approval may be granted or withheld in Homenick's sole discretion;

2.4. Costs and Expenses

Global Retail Marketers shall be responsible for all costs and expenses incurred in the performance of its obligations under this Agreement, unless otherwise agreed in writing by the Parties;

3. COMPENSATION

3.1. Fees

In consideration for the services provided by Global Retail Marketers under this Agreement, Homenick shall pay Global Retail Marketers a fixed fee per Advertising Campaign (the "Fee") in the amount and on the schedule set forth in Exhibit B, attached hereto and incorporated herein by reference;

3.2. Invoices

Global Retail Marketers shall submit invoices for the Fees in accordance with the schedule set forth in Exhibit B. Homenick shall pay all properly invoiced amounts within thirty (30) days of receipt thereof, unless another payment schedule is agreed upon by the parties in writing;

3.3. Taxes

Global Retail Marketers is responsible for payment of all taxes associated with the compensation received under this Agreement;

4. CONFIDENTIALITY

Each Party undertakes that, during the term of this Agreement and thereafter, it shall hold in the strictest confidence and not disclose to any third party any Confidential Information, except as agreed upon in writing by the Parties. "Confidential Information" means any nonpublic, proprietary information pertaining to the other Party's business, including but not limited to customers, marketing plans, analyses, data, financial information, and ideas;

4.1. Exceptions

The obligations set forth in this Section 4 shall not apply to information that (a) becomes publicly available without breach of this Agreement, (b) is rightfully received from a third party without breach of any confidentiality obligation, or (c) is independently developed without reference to the other Party's Confidential Information;

5. INTELLECTUAL PROPERTY

5.1. Ownership

All intellectual property rights in and to the Products, together with any modifications or improvements thereto, shall remain vested in Homenick. All intellectual property rights in and to any works, materials, or other deliverables created by Global Retail Marketers in connection with this Agreement shall be owned by Homenick, and Global Retail Marketers hereby assigns and transfers all rights, title, and interest therein and thereto to Homenick;

6. TERM AND TERMINATION

6.1. Term

This Agreement shall commence on the Effective Date and continue for a term of one (1) year (the "Initial Term"), unless terminated earlier in accordance with the provisions herein. This Agreement shall automatically renew for successive one (1) year periods (each, a "Renewal Term") unless either Party provides written notice of its intention not to renew at least sixty (60) days prior to the expiration of the then-current term. The Initial Term and any Renewal Term(s) are collectively referred to as the "Term";

6.2. Termination for Convenience

Either Party may terminate this Agreement for any reason upon thirty (30) days' prior written notice;

6.3. Termination for Cause

Either Party may terminate this Agreement if the other Party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same;

6.4. Effect of Termination

Upon termination of this Agreement for any reason, Global Retail Marketers shall promptly (i) discontinue all use of Homenick's trademarks and other intellectual property, (ii) return to Homenick all Confidential Information, and (iii) deliver to Homenick any works, materials, or other deliverables that are in Global Retail Marketers' possession or control and are related to the Advertising Campaigns;

7. INDEMNIFICATION

Each Party shall defend, indemnify, and hold harmless the other Party, its affiliates, and their respective officers, directors, employees, agents, successors, and assigns from and against any and all claims, demands, suits, losses, damages, liabilities, costs, and expenses, including reasonable attorneys' fees, arising out of or resulting from (i) a breach of any of the indemnifying party's representations, warranties, or covenants hereunder, or (ii) any negligent or willful act or omission of the indemnifying party, its agents, employees, or representatives;

8. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the United States and the State of [STATE], without regard to its conflict of law provisions;

9. MISCELLANEOUS

9.1. Entire Agreement

This Agreement, including all Exhibits hereto, constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes any prior or contemporaneous agreements or understandings, whether written or oral, relating thereto. Any modification to this Agreement shall be in writing and signed by both Parties;

9.2. Severability

If any provision of this Agreement is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect;

9.3. Waiver

No waiver of any breach or default under this Agreement shall be deemed to be a waiver of any subsequent breach or default. The failure of either Party to enforce compliance with any provision of this Agreement shall not constitute a waiver of such provision;

9.4. Assignment

Neither Party may assign or transfer its rights or obligations under this Agreement, in whole or in part, without the prior written consent of the other Party, except that either Party may assign this Agreement to an affiliate or to a successor in interest in connection with a reorganization, merger, consolidation, or sale of all or substantially all of its assets;

9.5. Counterparts

This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument;

9.6. Notices

All notices, requests, consents, and other communications hereunder shall be in writing and delivered by hand or sent by registered or certified mail, return receipt requested, or by email, in each case to the addresses set forth in the preamble hereto, or to such other address as either party may designate by notice to the other party;

9.7. No Partnership or Agency

Nothing in this Agreement shall constitute or create a joint venture, partnership, agency, or other similar arrangement between the Parties. Neither Party shall have the authority to bind the other or to make any representation or warranty on behalf of the other Party;

IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed as of the Effective Date by their respective authorized representatives.

HOMENICK INC. GLOBAL RETAIL MARKETERS

By: _______________________ By: _______________________
Name: _____________________ Name: _____________________
Title: ______________________ Title: ______________________
Date: _______________________ Date: _______________________