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Trademark Coexistence Agreement

This Trademark Coexistence Agreement (the "Agreement") is made and entered into as of [Effective Date], by and between Starstruck Apparel LLC, a limited liability company organized under the laws of [State], ("Starstruck"), and Urban Threads Co., a company organized under the laws of [State], ("Urban Threads") (collectively, the "Parties").

1. Background

1.1. Purpose

WHEREAS, Starstruck and Urban Threads independently hold rights to similar trademarks (the "Trademarks") that may potentially conflict; and

WHEREAS, Starstruck and Urban Threads desire to enter into this Agreement to define the scope of usage and terms under which the Trademarks may coexist in the marketplace, in order to avoid infringement and confusion amongst consumers and to promote fair competition.

2. Scope

2.1. Trademark Rights

Starstruck holds trademark rights for [Trademark 1] in connection with [goods/services classification] in the United States, and Urban Threads holds trademark rights for [Trademark 2] in connection with [goods/services classification] in the United States.

2.2. Geographical Scope

This Agreement shall primarily apply to the use of the Trademarks within the United States, covering all territories and possessions subject to United States laws and regulations.

3. Coexistence Terms

3.1. Limited Use

Each Party shall limit the use of their respective Trademarks to the specific goods and services classifications, geographic areas, and channels of trade as defined in this Agreement, in order to minimize the potential for consumer confusion and infringement.

3.2. Marking

Each Party shall ensure that their respective Trademarks are accompanied by the appropriate notices in compliance with the United States laws and regulations, such as the symbols "TM" or "®" to indicate the Trademarks' protected status.

3.3. Notice of New Applications

In the event that either Party intends to apply for registration of an additional trademark that may potentially conflict with the other Party's Trademarks, the initiating Party shall, prior to filing the application, provide the other Party with written notice of such intention and include details of the proposed trademark.

3.4. Amendments to Existing Trademarks

Any material changes to either Party's Trademarks that may cause confusion or lead to infringement of the other Party's rights should be subject to prior written approval from the other Party.

4. Mutual Acknowledgment and Non-Opposition

Each Party warrants that the execution and performance of this Agreement will not conflict with or violate any obligation of such Party or right of any third party. Both Parties mutually acknowledge, accept, and agree not to challenge, nor to apply for, register, or claim any rights in the other Party's Trademarks or any confusingly similar trademarks, as agreed in writing.

5. Dispute Resolution

5.1. Good Faith Negotiations

Any disputes arising out of or in connection with this Agreement shall be resolved by good faith negotiation between the Parties or their legal representatives, with the aim of reaching an amicable resolution.

5.2. Mediation

In the event that no resolution is reached through good faith negotiations within [30 days] after the start of such negotiations, the Parties agree to refer the dispute to a mutually agreed-upon mediator for resolution through mediation, in accordance with the American Arbitration Association's ("AAA") Commercial Mediation Procedures.

5.3. Mandatory Arbitration

If the dispute is not resolved through mediation, the Parties shall submit the dispute to binding arbitration before a single arbitrator, in accordance with the AAA's Commercial Arbitration Rules. Judgment on the arbitrator's award may be entered in any court having jurisdiction. The Parties agree that this provision limits the Parties' right to litigate disputes in court, including the right to a jury trial.

6. Representations and Warranties

Each Party represents and warrants that it has the full power and authority to enter into and perform this Agreement, and that the execution and performance of the Agreement do not violate, conflict with or result in a material breach of any other agreement, contract, or understanding to which the Party is a party or by which the Party is bound.

7. Governing Law and Jurisdiction

This Agreement shall be governed by, construed, and enforced in accordance with the laws of the United States and the [State], without regard to its conflict of laws rules. The Parties consent to jurisdiction over any litigation that arises from or is related to this Agreement in the federal and state courts of [State], and waive any objections to venue in those courts.

8. Entire Agreement

This Agreement contains the entire agreement of the Parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements, term sheets, letters, understandings, negotiations, and discussions, whether oral or written, between the Parties relating to the subject matter hereof.

9. Counterparts

This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute one and the same instrument. Facsimile or electronic signatures shall be deemed original signatures for all purposes.

IN WITNESS WHEREOF, the duly authorized representatives of the Parties have executed this Agreement as of the Effective Date.

Starstruck Apparel LLC

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[Name], [Title]

Urban Threads Co.

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[Name], [Title]