MERCHANT & INVESTMENT PARTNERSHIP AGREEMENT

THIS AGREEMENT (the "Agreement") is entered into as of [Date, e.g., October 16, 2026] (the "Effective Date"), by and between:

• Party A (Host / Promoter): abcmix, a corporation organized and existing under the laws of [Jurisdiction/Country], having its principal place of business at [abcmix Address] (hereinafter referred to as the "Host" or "abcmix"); and

• Party B (Merchant / Partner): [Partner Company Name], a corporation organized and existing under the laws of [Jurisdiction/Country], having its registered office at [Partner Address] (hereinafter referred to as the "Partner").

abcmix and the Partner may hereinafter individually be referred to as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, abcmix owns, operates, or manages commercial facilities and business channels known as [Project / Platform Name] (the "Platform"); and

WHEREAS, the Partner possesses professional operational expertise, high-quality products/services, and the required qualifications in the sector of [Industry / Business Sector]; and

WHEREAS, both Parties desire to establish a commercial partnership to jointly operate, promote, and expand commercial presence on abcmix's Platform under the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, the Parties agree as follows:

ARTICLE 1: SCOPE OF COOPERATION

1.1 Designation and Territory: abcmix hereby grants the Partner the non-exclusive commercial right to conduct business operations, showcase products, and provide agreed services within [Designated Store / Area / Channel No.] situated at [Location / Address] (the "Designated Space").

1.2 Permitted Business Scope: The Partner shall use the Designated Space solely for the operation of [Brand Name / Product Category] and shall not alter its business category or sublease the space without the prior written consent of abcmix.

ARTICLE 2: TERM AND RENEWAL

2.1 Initial Term: This Agreement shall commence on the Effective Date and remain in effect for an initial period of [e.g., Two (2) years] (the "Term"), expiring on [Expiration Date], unless terminated earlier in accordance with Article 8.

2.2 Renewal: If either Party desires to renew this Agreement, it shall provide written notice to the other Party at least [60] days prior to the expiration date. The renewal terms shall be negotiated and executed in a separate written agreement.

ARTICLE 3: RIGHTS AND OBLIGATIONS

3.1 Obligations of abcmix:

• Provide the fundamental commercial infrastructure, standard utility access, and platform environment necessary for the Partner's ordinary course of business.

• Coordinate and execute overarching marketing campaigns and promotional activities to drive customer traffic and support commercial vibrancy.

• Provide necessary operational guidelines, property management support, and administrative assistance during the initial onboarding period.

3.2 Obligations of the Partner:

• Obtain and maintain all required statutory licenses, product certifications, permits, and tax registrations at its sole cost.

• Ensure that all goods and services supplied comply with applicable quality, safety, and consumer protection laws and do not infringe any third-party intellectual property rights.

• Comply with the operational rules, safety codes, decor standards, and operating hours specified by abcmix.

ARTICLE 4: FINANCIAL TERMS AND SETTLEMENT

4.1 Security Deposit:

• Within [7] business days following the execution of this Agreement, the Partner shall deposit [Amount & Currency, e.g., USD 10,000] into abcmix’s designated bank account as a performance bond.

• The security deposit shall guarantee the full and faithful performance by the Partner of all covenants hereunder. Subject to deductions for outstanding fees or damage caused by the Partner, the deposit shall be refunded without interest within [30] days following the complete clearance and vacation of the Designated Space.

4.2 Platform Management Fees / Revenue Sharing:

• The Partner shall pay abcmix a monthly management and service fee calculated as follows: [e.g., 8% of Monthly Gross Sales Volume / Fixed Base Rent plus Turnover Commission].

• abcmix shall provide a statement of accounts by the [5th] calendar day of each month for the preceding month. The Partner shall reconcile and complete payment within [10] business days upon receipt of the corresponding invoice.

ARTICLE 5: INTELLECTUAL PROPERTY & PUBLICITY

5.1 Ownership: Each Party retains all rights, title, and interest in and to its respective registered trademarks, corporate names, logos, patents, copyrights, and trade secrets ("IP"). Neither Party acquires any proprietary interest in the other Party's IP under this Agreement.

5.2 Co-Marketing License: The Partner grants abcmix a limited, non-exclusive, revocable license to display the Partner’s brand name and trademarks in marketing materials, brochures, and digital promotions related to the Platform. Any promotional collateral bearing the other Party's trademark shall be used in accordance with established brand guidelines.

ARTICLE 6: CONFIDENTIALITY

6.1 Any non-public technical, operational, customer, pricing, or financial information disclosed by one Party to the other Party shall be deemed "Confidential Information."

6.2 Neither Party shall disclose or transfer any Confidential Information to any third party without prior written consent, except to its authorized officers, legal counsel, and financial advisors bound by strict duties of confidentiality.

6.3 The confidentiality obligations under this Article shall remain in effect during the Term and survive for [Three (3) years] following the termination or expiration of this Agreement.

ARTICLE 7: TERMINATION & DEFAULT

7.1 Termination for Cause: Either Party may terminate this Agreement immediately upon written notice if:

• The other Party commits a material breach of this Agreement and fails to cure such breach within [30] days after receipt of written notice detailing the breach;

• The other Party becomes insolvent, enters into receivership, liquidation, bankruptcy, or makes an assignment for the benefit of creditors;

• The Partner engages in unauthorized commercial activities, severe regulatory violations, or conduct causing substantial reputational harm to abcmix.

7.2 Post-Termination Obligations: Upon termination or expiration, the Partner shall settle all outstanding dues, return the Designated Space in its original condition (ordinary wear and tear excepted), and cease the use of all abcmix branding assets within [15] calendar days.

ARTICLE 8: GOVERNING LAW AND DISPUTE RESOLUTION

8.1 Governing Law: This Agreement shall be governed by, and construed in accordance with, the laws of [Jurisdiction, e.g., Hong Kong / Singapore / State of New York], without regard to its conflict of laws principles.

8.2 Dispute Resolution:

• Any dispute arising out of or in connection with this Agreement shall first be submitted to good-faith negotiations between designated senior executives of abcmix and the Partner.

• If no resolution is reached within [30] days, the dispute shall be referred to and finally resolved by arbitration administered by [Arbitration Institution, e.g., HKIAC / SIAC / ICC] in accordance with its procedural rules. The seat of arbitration shall be [City], and the proceedings shall be conducted in English.

ARTICLE 9: MISCELLANEOUS

9.1 Entire Agreement: This Agreement constitutes the complete and entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior proposals, negotiations, representations, and understandings.

9.2 Amendments: No modification or amendment of any term hereof shall be binding unless made in writing and executed by duly authorized representatives of both Parties.

9.3 Counterparts: This Agreement may be executed in counterparts, each of which shall be considered an original, and all of which together shall form one and the same instrument. Execution and transmission via secure electronic signature platforms (e.g., DocuSign) shall be deemed valid and legally binding.

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their authorized representatives as of the Effective Date.