TRADEMARK LICENSE AND REGIONAL DISTRIBUTION AGREEMENT

Date: 17 September 2025

This Trademark License and Regional Distribution Agreement (“Agreement”) is made and entered into as of the above date by and between:

1. PARTIES

Licensor

Giovanni Boulera

Gsm: +39 379 344 25 43
Via Giovanni Bottesini, 7
20131 Milan (MI), Italy
Email: giovanni@giovanniboulera.com

Licensee

GOKHAN FAYDALI GB IPEK
Authorized Representative: Gökhan Faydalİ
Istanbul, TURKEY

The Licensor and the Licensee shall collectively be referred to as the “Parties”.

2. PURPOSE

The Licensor is the lawful owner of the trademark GIOVANNI BOULERA

Under this Agreement, the Licensor grants the Licensee the exclusive right to use, market, promote, distribute, and sell products bearing the Trademark within the Territory defined below.

3. TERRITORY

The exclusive license granted under this Agreement shall apply solely within the following countries:

• Turkey

• Kingdom of Saudi Arabia

• United Arab Emirates

• State of Qatar

• State of Kuwait

• Kingdom of Bahrain

• Sultanate of Oman

The Licensor shall not appoint any other distributor or licensee within the Territory during the Term of this Agreement.

4. SCOPE OF LICENSE

The License granted herein is exclusive within the Territory and includes the right to:

• Sell products online and through physical retail stores

• Establish wholesale and distribution networks

• Appoint sub-distributors and dealers

• Use the Trademark on packaging, labels, tags, marketing materials, websites, and advertising

• Conduct promotional and digital marketing campaigns

• Import and export products bearing the Trademark

The Licensee shall not use the Trademark outside the Territory without prior written consent from the Licensor.

5. PRODUCT CATEGORIES

This Agreement covers the following product categories:

• Silk scarves (50x50 cm, 65x65 cm, 90x90 cm)

• Silk shawls (200x65 cm)

• Twill silk foulards

Any additional product categories shall require written approval from the Licensor.

6. TERM

This Agreement shall be valid for a period of five (5) years commencing from the date of signature.

The Agreement may be renewed for additional terms upon mutual written agreement of the Parties.

7. FINANCIAL TERMS

The Licensee shall operate independently and shall bear all operational, marketing, logistics, and distribution expenses within the Territory.

Any royalty payments, if applicable, shall be governed by a separate commercial agreement.

Unless otherwise agreed in writing, all transportation costs, customs duties, taxes, and regulatory expenses within the Territory shall be the responsibility of the Licensee.

8. BRAND PROTECTION AND QUALITY CONTROL

The Licensee acknowledges the prestige and commercial value of the Trademark and agrees to maintain high quality standards consistent with the Licensor’s brand image.

The Licensor reserves the right to monitor product quality and brand presentation to ensure compliance with brand standards.

9. INTELLECTUAL PROPERTY

All intellectual property rights related to the Trademark shall remain the sole property of the Licensor.

Nothing in this Agreement shall be construed as a transfer of ownership of the Trademark.

10. TERMINATION

Either Party may terminate this Agreement in the event of a material breach by the other Party, provided that such breach is not remedied within thirty (30) days following written notice.

Upon termination, the Licensee shall immediately cease use of the Trademark.

11. GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of Italy.

Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the Courts of Milan, unless otherwise mutually agreed in writing.

12. ENTIRE AGREEMENT

This Agreement constitutes the entire understanding between the Parties and supersedes all prior discussions or agreements relating to the subject matter herein.

13. SIGNATURES

This Agreement is executed in two original counterparts, each Party receiving one fully signed copy.

LICENSOR

Giovanni Boulera
Name: Giovanni Boulera
Title: Owner
Signature:
Date: 17-12-2025

LICENSEE

Gokhan faydali GB IPEK
GOkhan Faydalİ
Signature:
Date: 17-12-2025