Elixir Cosmetics Inc. ("Contractor"), on the one hand, and a person or a company that has joined this Agreement online ("Customer"), collectively referred to as "the Parties", and individually "the Party", have made this Agreement ("Agreement") as follows.

10. Non-competition Agreement

10.1. Considering that the Contructor discloses to the Customer the essence of the business processes of Elixir Cosmetics Inc., its line of products (beauty products), suppliers of ingredients and manufacturers of beauty products of its brand, the Contructor must be sure that the Customer and its/his/her affiliates undertake not to compete during the validity of the license and within 10 (ten) years after its termination (hereinafter referred to as the limitation period) with the business of Elixir Cosmetics Inc. (160 Greentree Drive, Suite 101, Dover, Kent, 19904, United States of America), including in the FMCG (fast-moving consumer goods) segment on Amazon (www.amazon.com).
10.2. The Customer (its beneficial owner) assumes obligations to the Contructor (on their own behalf and on behalf of their affiliated persons) not to perform any of the following actions in any capacity, on their own behalf or on behalf of any other person or jointly with them:
(a) at any time during the limitation period in any territory in which the business is conducted: to conduct, have a relationship or share, directly or indirectly, as a shareholder (participant), director, partner, agent or otherwise in any business competing or intending to compete with the Contructor's business (Elixir Cosmetics Inc.);
(b) at any time during the limitation period, to attract, advertise, make an offer or otherwise contact a client or a person who was a client, customer or potential client of the Contructor's business (Elixir Cosmetics Inc.), in order to provide goods or services to such a person, while competing with the business;
(c) at any time during the limitationrestriction period, have any business relations independently or through third parties with the manufacturers of beauty products with which the Contructor has business (Elixir Cosmetics Inc.).
(d) at any time during the limitation period, do not launch beauty products competing with the products of the Contractor (Elixir Cosmetics Inc.), as well as perfumery and cosmetic products and products intended for personal human hygiene on Amazon (www.amazon.com ).
10.3. Each obligation indicated in article 10.2 is an independent (separate obligation) of Customer (its beneficial owners) and its affiliates, Contructor (Elixir Cosmetics Inc.) may enforce these obligations separately.
The Customer confirms that he understands and agrees with the statements indicated above; will take this information to his beneficial owners and affiliated persons.
10.4. Each violation of the obligations arising from this article of the Agreement leads to the joint liability of the Customer (its beneficial owners), affiliated persons to the Contructor (Elixir Cosmetics Inc.) in the amount of the annual revenue of the listing (subaccount) on Amazon (www.amazon.com ) or payment of a one-time fine in the amount of 1,000,000 US dollars, at the Contructor's choice (Elixir Cosmetics Inc.), payable on demand.

Representations and Warranties

(a) The Contractor assures the Customer that it is entering into the Agreement with the intent to provide the Customer with comprehensive assistance in creating a business for the launch and further sale of unique beauty products under the Elixir Premium Lab brand ("Project"). The list of beauty products planned for development (creation) is contained in Appendix No. 1 to the Agreement.
(b) The Contractor guarantees that it is the creator of the brand "ELIXIR PREMIUM LAB" and holds:
- the trademark registered in the UK, number UK00003327092, copyright holder Elixir Cosmetics Inc. (160 Greentree Drive, Suite 101, Delaware, Kent, 19904, United States of America)[https://trademarks.ipo.gov.uk/ipo-tmcase/page/Results/1/UK00003327092];
- the priority of the application in the United States, the applicant Elixir Cosmetics Inc. (160 Greentree Drive, Suite 101, Delaware, Kent, 19904, United States of America), US Patent Application Registration Number: 97367422, Application Date: April 18, 2022[https://tsdr.uspto.gov/#case
Number=97367422&
caseType=SERIAL_
NO&searchType=statusSearch].
(с) The Project Stages are:
● Online Training;
● Analytics;
● Product Development;
● Working with a Supplier;
● Production and Logistics;
● Sales Preparation;
● Operating Activities.
The schedule for the implementation of the Project stages, as well as the distribution of competencies between the Customer and the Contractor, are given in Appendix No. 2 to the Agreement.
(d) The Contractor guarantees mentor control and support of the process of creating the Customer's beauty product, including the provision of checklists and regulations that state all the stages and steps to build a business based on the Elixir Premium Lab brand.
(e) The Contractor not to enter into contracts with third parties for products similar to those selected (created) by the Customer under the Contract.
(f) The Customer is aware that the achievement of a commercial result of the creation of a unique beauty product under the Elixir Premium Lab brand is not guaranteed by the Contractor. The result largely depends on the conscientious behavior of the Customer and of its/his/her will and resources for the development, production and organization of the sale of products using the mechanisms, experience and brand of the Contractor.
(g) The Customer hereby grants the Contractor (operator) the right to process personal data in order to comply with the respective legislation of the Russian Federation or other national legislation, which is the personal law of the Customer.
Personal data is any information related to the customer-individual or the head of the company-customer (subject of personal data) specified in the Agreement or transferred to the Contractor for its implementation.
The specified consent is valid from the moment of conclusion of the Agreement and until the expiration of 10 years from the date of its termination. Consent may be prematurely withdrawn by a written application of the Customer to the address.
(h) The Customer agrees to the use by the Contractor of information about the Agreement (except for the information about the beneficiaries of the Customer), including in the form of publications on the Internet, in printed materials, in presentations.

1. The Subject of the Ageement

1.1. The Contractor undertakes to provide the Customer with a set of consulting services ("Services") for the implementation of the Project indicated in paragraph (a) of the Representations and Warranties, and the Customer undertakes to pay for these Services.

The Parties understand the Services as:
(a) Online training course. The course consists of 11 modules and is designed for 24 hours:
Introduction
Module № 1: Analytics and Product Selection
Module № 2: Supplier selection
Module № 3: Logistics and warehouse
Module № 4: Product Development and Production Launch
Module № 5: Registering a Trademark and an Amazon-Account
Module № 6: Preparing the Product Card
Module № 7: Product Advertising
Module № 8: Branding and Naming
Module № 9: Team and Management
Module № 10: Amazon Finance
Module № 11: Raising Investment and Selling a Business
Module № 12 (optional, for a fee): offline module.
(b) Accompanying the Customer through the stages of the Project in accordance with the division of competencies (Appendix No. 2).
1.2. The Contractor undertakes to perform the services personally or with the involvement of third parties, at its discretion.
1.3. The term for the provision of services is set in Appendix No. 2 to the Agreement. The beginning of the term for the provision of the Services is due to the receipt of payment to the Contractor's account in accordance with Section 3 of the Agreement.

2. Procedure for Completion and Acceptance of Services

2.1. Upon the provision of the Services, the Contractor sends the Customer the Certificates of completion and acceptance of the services rendered at the e-mail address specified during the online signing of this Agreement. Certificates are drawn up separately for online training and support for each stage of the Project.
2.2. The Customer has 5 working days from the date of receipt of the Completion and Acceptance Certificate to file a claim for the quality of services. After the expiration of the specified period, the services are considered accepted without claims.

3. Price and Payment Procedure

3.1. The cost of the Services is the AMOUNT of US dollars, payment is made in US dollars.
3.2. The Сustomer pays:
- AMOUNT until step 1.1. specified in Appendix No. 2,
- AMOUNT until step 2.3. specified in Appendix No. 2.
3.3. All settlements under the Agreement are made in a cashless manner by transferring funds to the Contractor's bank account specified below.
The Customer's payment obligations are considered fulfilled as of the date the funds are credited to the correspondent account of the Contractor's bank.
3.4. Bank details of the Contractor

4. Responsibility of the Parties

4.1. A Party that has not fulfilled or has improperly fulfilled its obligations under the Agreement is obliged to fully compensate the other Party for the losses caused by this in excess of the penalties provided for in the Agreement.
4.2. For violation of the terms of payment, the Contractor has the right to demand from the Customer a penalty in the amount of 0.1% of the unpaid amount for each day of delay.

5. Force Majeure

5.1. The Parties are released from responsibility for failure to perform or improper performance of obligations under the Agreement, if proper performance was impossible due to force majeure, that is extraordinary and unavoidable circumstances under the given conditions, which are understood as: govenment prohibitions, civil unrest, epidemics, blockade, embargos, earthquakes , floods, fires or other natural disasters.
5.2. In the event of these circumstances, the Party is obliged to notify the other Party within 5 (five) days.
5.3. If force majeure circumstances continue to operate for more than 2 (two) months, then each Party has the right to terminate the Agreement unilaterally without paying penalties.

6. Duration, Modification and Early Termination of the Agreemen

6.1. The Agreement comes into force from the moment of its online-signing by the Customer using the link provided by the Contractor and is valid for *** years from the date of conclusion.
6.2. All changes and additions to the Agreement are valid if made in the form and manner specified in article (6.1) of the Agreement. The relevant additional agreements of the Parties are an integral part of the Agreement.
6.3. If any Party has a significant delay (a month or more) in the implementation of the Schedule of Project stages, as well as in the presence of circumstances that clearly indicate the absence (loss) of the Customer's interest in achieving the purpose of the Agreement, as well as the fact that the implementation of the Schedule for the implementation of the stages is not will be produced on time, the Contractor or the Customer shall have the right, respectively:
(a) suspend the execution of the Agreement. In this case:
- The party suspending the execution of the Agreement sends the other party a relevant notice in the manner provided for in the Agreement.
If the other Party does not promptly begin to fulfill the Schedule for the implementation of the stages of the Project, other obligations, the Party that suspended the execution of the Agreement has the right to refuse to execute the Agreement unilaterally.
(b) unilaterally refuse to perform the Agreement. In this case:
- The party refusing to execute the Agreement sends a corresponding notice to the other party. If the Contractor renounces the Contract, he also sends an act of acceptance of the services rendered. The funds paid by the Customer are non-refundable and are counted towards payment under the Agreement.

7. Disputes Resolution

7.1. The proper communication channels of the Parties under the Agreement are: e-mail.
Legally significant messages, including claims, proposals for modification/termination of the Agreement must be sentto:
(a) the Contractoe - at e-mail adress goldman@elixirmask.com or the official postal address;
(b) the Customer - at the e-mail address specified during the online signing of this Agreement or the official postal address.
7.2. All disputes related to the conclusion, interpretation, execution and termination of the Agreement will be resolved by the Parties through negotiations.
7.3. In case of failure to reach an agreement during the negotiations, the interested Party sends a claim in writing, signed by an authorized person. The claim must be sent subject to the provisions of aticle 7.1.
7.4. Documents substantiating the claims presented by the interested Party (if the other Party does not have them) must be attached to the claim.
7.5. The Party to which the claim is addressed is obliged to consider the received claim and notify the Party concernedof the results within 10 (ten) working days from the date of receipt of the claim.
7.6. Disputes that the Parties have not settled through negotiations will be considered by the competent court of the State of Delaware.

8. Confidentiality

8.1. Any information transmitted by a Party, the disclosure of which may cause harm and loss to any of the Parties, is confidential and is not subject to disclosure to third parties.
8.2. "Confidential information" means information that:
(a) is indicated by the Contractor in writing or during negotiations as confidential,
(b) is such for the Customer acting reasonably and prudently.
(c) is information about the Customer’s beneficiaries.

9. Assignment

9.1. The Customer shall not assign or otherwise transfer any rights under the Agreement except upon prior written notification of the Contractor and subject to the signing of the reconciliation act and the final settlement of payments, the obligation to pay which arose before the transfer of rights under this Agreement, as well as subject to the conclusion of a written agreement on the procedure for the transfer of rights.
9.2.The assignment of rights under the Agreement is possible only with the simultaneous assignment of rights under the License Agreement concluded between the parties.