This
Brand Ambassador Agreement (this “Agreement”), beginning today, is entered into
between yourself (“Brand Ambassador”) and Brickell Brands, LLC (“Company”). For
good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the parties agree as follows:

1.       Services:
Brand Ambassador will perform certain services in connection with Company and
is currently contemplated to engage with the Company’s social channels,
including but not limited to Twitter, Facebook, Instagram, Youtube, Google+,
Pinterest and SnapChat.

2.       Compensation:
In consideration for the full performance of Brand Ambassador’s services
hereunder and the rights and releases granted herein, Company shall compensate
Brand Ambassador and Brand Ambassador agrees to accept the compensation set
forth above. The Company reserves the right to not pay any and all compensation if a Brand Ambassador is suspected of generating fraudulent orders.

3.       Ownership
Rights: Brand Ambassador acknowledges that the results and proceeds of the
services provided hereunder, including without limitation all ideas, themes,
materials, and designs developed, created and/or provided by Brand Ambassador
(the “Work”) hereby constitutes a “work made for hire” as that term is defined
in the U.S. Copyright Act of 1976, 17 U.S.C. §101 et seq. and is owned by
Company, for all purposes worldwide in perpetuity. To the extent that any Work
is deemed not to be a work made for hire, and without limiting the foregoing,
Brand Ambassador hereby assigns and transfers all right, title, ownership and
interest therein, presently known or hereafter ascertained, including, but not
limited to, all copyright rights therein, the right to secure the copyright
(and all renewals, reissues and extensions thereof) throughout the world,
without any restrictions as to use, to Company. For the sake of clarity, and
without in any way limiting the foregoing, Company may reproduce, modify,
adapt, create derivative works from, distribute, display, license, assign,
transfer and/or otherwise use the Work, and all elements and derivatives
thereof, in whole or in part, in all media now known or hereafter developed
(including without limitation in social media), worldwide, in perpetuity,
royalty-free and without restriction of any kind. Brand Ambassador acknowledges
the ownership and validity of Company’s copyrights, brands, trademarks, trade
dress and patent rights, whether or not created by or contributed to by Brand
Ambassador.

4.       Use
of Likeness: Brand Ambassador further grants to Company the irrevocable right
and permission to film, videotape, photograph and/or otherwise record Brand
Ambassador and to reproduce, publish, distribute, display, broadcast, exhibit,
and/or in any other way use Brand Ambassador’s image, likeness, signature,
voice, photograph, name (including nicknames), actual and/or paraphrased
statements, biographical information and/or any other information or attribute
identifying and/or otherwise associated with Brand Ambassador (collectively,
“Likeness”), in whole or in part, distorted, altered, modified and/or adapted
in character and/or in form, alone and/or accompanied by other material, in any
manner and without restriction of any kind, worldwide, in perpetuity and
royalty-free, for any purpose whatsoever, including without limitation for the
purpose of advertising, publicity, promotion, and/or other marketing for
Company and/or the Work, in all media now known or hereafter developed (including
without limitation in social media).

5.       No
Right of Approval: Brand Ambassador hereby irrevocably waives any and all right
to inspect and/or approve Company’s use of the Work and/or Brand Ambassador’s
Likeness, including without limitation any text, image and/or other creative
elements that may be used in connection with the Work and/or Brand Ambassador’s
Likeness.

6.       Confidentiality:
Brand Ambassador will regard and retain as confidential and will not divulge to
any third party, or use for any unauthorized purposes (including Brand
Ambassador’s own benefit) either during or after Brand Ambassador’s engagement
with Company, any proprietary, or confidential information or know-how that
Brand Ambassador has acquired during Brand Ambassador’s service or in consequence
of Brand Ambassador’s service or contacts with Company without the written
consent of an authorized representative of Company. Brand Ambassador agrees to
return to Company all such documentation and any other confidential information
upon termination of Brand Ambassador’s engagement with Company.

7.       Representations
and Warranties: Brand Ambassador represents and warrants that: (i) Brand
Ambassador has the full and unrestricted right and authority to enter into and
perform this Agreement and to grant the rights granted herein; (ii) Brand
Ambassador has complied and will comply with all applicable laws, rules and
regulations in rendering the services to be performed under this Agreement,
including without limitation, the current FTC Guides Concerning the Use of
Endorsements and Testimonials in Advertising (“FTC Guides”) and all related
disclosure requirements; and, notwithstanding the termination provisions set
forth herein, Company reserves the right to immediately terminate this
Agreement if Brand Ambassador fails to make social media or other disclosures
in the manner set forth in the FTC Guides, which failure shall be deemed a
material breach of the Agreement that is not capable of cure; (iii) the Work is
original to Brand Ambassador; (iv) the use of the Work and/or Brand
Ambassador’s Likeness does not and will not violate the rights of any third
party, including without limitation, any contract, copyright, trademark, or
rights of privacy or publicity of any third-party; (v) the Work will not
contain any disparaging, pornographic, defamatory and/or offensive material;
and (vi) Brand Ambassador will perform the services in a timely, professional
and workmanlike manner.

8.       Independent
Contractor: Each party is an independent contractor in relation to the other party
with respect to all matters arising under this Agreement and nothing herein
shall be deemed to establish a partnership, joint venture, association or
employment relationship between the parties. Brand Ambassador shall have no
express or implied right or authority to assume or create any obligations on
behalf of or in the name of Company or to bind Company to any contract,
agreement or undertaking with any third party.