# Merchandising Licence Agreement
Date: 12 October 2026
Parties and reference: Licensor: Finchwood Creative Ltd, 2 Orchard Yard, Bath BA1 6PX. Licensee: Hazel Merchandise Ltd, 15 Canal Road, Bristol BS1 5PX. Directors: Sophie Lane and Oliver Scott respectively.
## 1. Licensed property and permitted products
Finchwood grants Hazel a non-exclusive licence from 2 November 2026 to 30 April 2027 to use the fictional FINCHWOOD TRAILS word mark and the licensor-owned leaf-and-path logo artwork supplied as file FT-Leaf-v3 on adult cotton T-shirts and cotton tote bags. Sales and deliveries are limited to Great Britain through Hazel's own website and approved UK retailers. No toys, other product categories, sublicensing or sales outside the territory are authorised. Ownership remains with Finchwood; goodwill from use of the mark accrues to it.
## 2. Approval and production controls
Before manufacture Hazel submits layouts, labelling, packaging and a physical production sample for Finchwood's written approval. Silence is not approval, and material changes require fresh approval. Hazel may use its disclosed production contractor solely to fulfil this licence under matching confidentiality and use restrictions; the contractor receives no independent licence. Hazel remains responsible for safe manufacture, textile labelling, traceability and consumer compliance. A safety concern requires prompt notification, sales suspension where necessary and cooperation on corrective action.
## 3. Royalty and minimum advance
The royalty is 8% of net sales actually received, excluding VAT, genuine customer refunds and separately charged delivery, but not manufacturing costs, salaries or general overheads. Hazel pays a £2,000 non-refundable minimum advance, exclusive of VAT if chargeable, on signing. It is credited pound for pound against royalties under this licence, not paid again on top of those same royalties. Unused credit expires at the normal end of the term; this does not exclude remedies if Finchwood breaches the agreement.
## 4. Worked ledger, reports and audit
Illustration only: November net sales of £15,000 earn £1,200, leaving £800 advance credit. December net sales of £20,000 earn £1,600: £800 uses the remaining credit and £800 becomes additionally payable, plus VAT if applicable. Cumulative royalties are £2,800, funded by the £2,000 advance and £800 additional payment. Hazel reports units, net sales, refunds and credit monthly by the tenth day of the next month and pays an invoiced balance within 10 working days. Records are retained for three years; Finchwood may arrange one confidential independent audit yearly on reasonable notice.
## 5. Rights, infringement and responsibility
Finchwood warrants its authority to license the specified mark and artwork. Hazel may not alter the artwork beyond approved sizing or register confusingly similar rights. Each promptly reports suspected infringement; Finchwood controls enforcement of its rights, and Hazel may not threaten proceedings in its name. Each party is responsible for loss legally caused by its own breach, subject to applicable law and mitigation; Hazel's manufacturing responsibility does not transfer liability for Finchwood's own lack of licensing authority. No fraud or legally non-excludable liability is excluded.
## 6. Termination, stock and end of use
A material breach permits termination if not cured within 10 working days of written notice; deliberate unauthorised use or a serious non-remediable breach permits immediate termination. At ordinary expiry only, approved safe stock already manufactured may be sold for 30 calendar days on the same royalty and reporting terms; no new production is permitted. There is no sell-off right for unsafe, unapproved or infringing goods or following termination for Hazel's breach. Hazel then stops all licensed use and certifies disposal or debranding of remaining stock and restricted artwork copies, preserving legally required records securely.
## 7. Administration, disputes and execution
Neither party may assign this licence without the other's written consent. Confidential commercial information may be disclosed only to bound advisers or as legally required. Notices go to the addresses above and are effective on actual delivery. Directors first seek resolution for 10 working days, without delaying necessary urgent relief. Changes require signed agreement. England and Wales law and courts apply. Signed by Sophie Lane for Finchwood Creative Ltd and Oliver Scott for Hazel Merchandise Ltd on 12 October 2026, each with company authority.