Tractis

Company 1Address 1 Address 2

Date.

Company 2Address 1Address 2Attn:XXX

RE:XXXXXX

Dear Sir or Madam:

This letter (“Agreement”) will confirm the terms under which we, Company 1, grant you, Company 2 an exclusive license to conduct a branded promotion in the XXX category in XXX (the “Territory”) in support of XXXX (the “Promotion”).The Promotion shall begin no earlier than DATE and end no later than DATE:

You will create point-of-sale materials, which shall include counter and storefront displays for display at all locations where the Promotion is being launched (at least XXXXX locations).

You will conduct an in-store promotion in which customers will receive XXX with a purchase of $XX.

Provided that you activate the Promotion as described in this Agreement, we will provide you with XXXXX. You will be responsible for all other costs and may not invite press.You will also comply with all of our security requirements.

You may not activate the Promotion without first: (1) submitting to us details of all promotional activities you plan to undertake and all materials that you propose to use in association with the Promotion; and (2) receiving our written approval as to all such activities and materials.You may then only activate the Promotion as we have approved it. You may not conduct the Promotion in a manner that incorporates any other company or product, either alone or in combination with you or your products or services, without our written approval.

We will select at our discretion and provide to you for your use certain materials (“Our Materials”). You will bear all costs of activating the Promotion.

We own all rights of any kind in Our Materials and the materials you or your employees or agents create based upon, (together, the “Promotional Materials”).If a third party has created Promotional Materials for you, you will obtain on our behalf all rights of any kind in those Promotional Materials and provide us with documents demonstrating this. You agree to protect the Promotional Materials from unauthorized copying, sale or theft.

You agree that the Promotion shall comply with all laws applicable in the Territory to the Promotion and agree to comply with any restrictions that we advise you of.We will not be liable to you or any third party if you breach this Agreement or violate the law, and you will indemnify us.We bear no liability if the Promotion dates changes. This Agreement is our entire agreement with you regarding the Promotion.You will keep this Agreement confidential.Neither of us can waive any rights nor change this Agreement unless it is done in writing.We reserve all rights not granted to you in this Agreement.