EXHIBIT 10.3


 


MANUFACTURING & DISTRIBUTORSHIP LICENSE
AGREEMENT


 


 


This AGREEMENT is entered
into as of December 1, 2021, between DIVATRIM INC. (hereinafter referred to as “Divatrim”), a Florida corporation located
at 515 E Las Olas Blvd., Ste 120 Fort Lauderdale, Florida 33301, and LIMITLESS X INC.
(“LimitlessX”), a Nevada Corporation located at 9454 Wilshire Blvd., Suite 300, Beverly Hills, California.


 


A.                
Divatrim has developed and owns the rights to weight management, weight loss supplements and
related products it has designed and has been manufacturing, marketing and selling under the Divatrim name and design logo, with
established brand awareness and significant sales from its inception in 2020;


 


B.                
LimitlessX designs, manufactures, markets and sells certain lifestyle brands and health and
fitness products and accessories;


 


C.                
Divatrim desires to expand the market for its products by having LimitlessX provide services
to improve the Divatrim products and by permitting LimitlessX to provide manufacturing and distribution of the Divatrim products;


 


D.                
LimitlessX desires to provide design services and to obtain the non-exclusive rights to manufacture,
market and distribute the Divatrim products; and


 


E.                 
The parties have agreed on the terms for LimitlessX to design, manufacture, market and distribute
the Divatrim products and for the payments to Divatrim for its product designs and distribution rights.


 


NOW. THEREFORE, the parties
agree:


 


1. Grant of Non-Exclusive License.
Divatrim grants to LimitlessX on the terms and conditions in this Agreement, and under any Exhibits attached and made a part of
this agreement, the following rights exclusive of all other entities and persons (including Divatrim):


 


a) To design or redesign
the Divatrim weight loss supplements and related products described in the attached Exhibit “A” to this Agreement (“the
Products”):


 


b) To manufacture the Products
under such design Specifications as may be mutually agreed upon by Divatrim and LimitlessX from time to time;


 


c) To promote, sell and
distribute the Products in the United States and its territories and possessions (the “Territory”);


 


d) To use the existing
designs of the Products and all intellectual property rights associated with or for such Products, including all Trademarks and
Patent rights, with the sale, promotion and distribution of the Products in the Territory, including the display of any Trademarks,
and all other designs or marks which could be or that are actually later registered with the Federal Patent and Trademark Office,
on LimitlessX vehicles and other merchandising equipment, and on stationery, packaging and other advertising and promotional materials;




    	1 



    	 



    

e) To use the existing
domain names, web addresses, telephone lines, third-party vendors, and any other operational element currently in use by Divatrim
that can be transferred to LimitlessX, subject to LimitlessX entering its own contract with such vendors upon execution of this
Agreement or thereafter per its discretion. Divatrim retains the rights to continue its own use of these items under existing or
new contracts per its discretion, and to develop new products or brands separate and apart from those included in this Agreement
as set forth in Exhibit A. Should Divatrim seek any help in marketing, manufacturing or distributing from any third party, LimitlessX
hereby has the right of first refusal to add the new products to the existing product line.


 


f) To manufacture, promote,
sell and distribute new products designed or created by LimitlessX that LimitlessX deems preferable to sell under the Divatrim
name; and in such case, Divatrim and LimitlessX shall negotiate in good faith to agree on a royalty commission percentage or flat
rate amount for the sale of new LimitlessX products using the Divatrim the name.


 


2. Term: Initial.
This agreement and the license granted under the agreement shall be for a term of five (5) years commencing on the Effective Date,
subject to earlier termination as provided below and subject to the provisions of the following paragraph providing for successive
renewal terms for this Agreement.


 


3. Renewal Term.
This agreement shall automatically renew for consecutive five- year terms unless either party provides notice of termination to
the other party no later than six months prior to the end of the current term.


 


4. Termination Rights.
Notwithstanding any other provision, LimitlessX may terminate this Agreement for any reason without notice upon the end of the
initial term and LimitlessX may terminate this agreement upon providing a six-month notice to Divatrim. Divatrim can only terminate
prior to the end of the Term if such termination is “for cause” as further outlined hereinbelow.


 


5
Intellectual Property Rights. This Agreement shall not be construed to give LimitlessX any vested right, title, or interest
in any of the Trademarks or copyrighted material of Divatrim or Divatrim’s licenses or assignments except to the extent and
in the manner, time, and places LimitlessX is authorized and permitted to use the Trademarks as provided in this Agreement.


 


6.
Sublicense by LimitlessX. If agreed upon by Divatrim, which agreement shallnot
be unreasonably withheld, LimitlessX may authorize Sublicensees to perform any of LimitlessX’s manufacturing, packing and
distribution obligations under this Agreement and grant to such Sublicensees such rights regarding the use of any trademarks or
logos or the Divatrim name or other Divatrim intellectual property rights associated with the Products as LimitlessX has been granted
by this Agreement. In such case, all Sublicensees shall be bound by this agreement concerning limitations on such Trademarks and
other rights.


 


7. Manufacturing of
Products. Divatrim shall provide to LimitlessX all current design specifications for the Products. Divatrim grants to LimitlessX
the right to enhance or redesign the Products using LimitlessX’s own knowledge and expertise in the industry, and LimitlessX
may manufacture, label, package and distribute the Products under the initial




    	2 



    	 



    

specifications and within the enhanced or redesigned
specifications completed by LimitlessX. LimitlessX will maintain such raw materials and finished products inventories as it deems
reasonably necessary to supply products for anticipated sales. Divatrim may approve any such enhancements or redesigned specifications,
which approval shall not be unreasonably withheld from LimitlessX. Current inventory will be transferred to LimitlessX as a contribution
by Divatrim in further consideration for the terms herein.


 


8.
Quality Control. Divatrim and its representative may during regular business hours
enter upon and examine the plants and other facilities where the Products are produced, packaged and stored, and to make any further
examination reasonably necessary to properly ascertain whether the Products comply with the initial specifications or such redesigned
specifications as approved by Divatrim. Divatrim may observe and examine all operating methods, quality control procedures, and
production and inventory records, relevant to the business conducted under this Agreement within regular business hours without
interruption of normal business functions.


 


9.
Compliance with Laws. The Products produced by LimitlessX shall be produced in
compliance with all federal, state and local laws, regulations and ordinances pertaining to their production.


 


10.
Sale & Distribution of Products. LimitlessX shall use diligent efforts to promote
the sale and distribution of the Products in the markets to which LimitlessX sells and distributes its LimitlessX
products and such other market territories as it may deem appropriate. To achieve increased sales of the Product, for the performance
of the distribution obligations, LimitlessX may employ persons or engage independent contractors or Sublicensees to warehouse,
sell and deliver the Products as LimitlessX may determine in its sole discretion.


 


11. Royalty Commission.


 


a) Effective beginning
April 1, 2022, in order to give LimitlessX a trial period and complete quality control, LimitlessX shall pay to Divatrim from time
to time royalty payments equal to 4.00% of the top line gross of List Sales Price, excluding returns, chargebacks and other such
allowances. List Sales Price shall mean the List Price set by LimitlessX for the Products sold directly to end users or through
a dealer, broker, affiliate, etc.


 


b) All royalties shall
be earned by Divatrim when the purchase price for such products is received by LimitlessX. The royalties earned by Divatrim under
this Agreement shall be based on this paragraph for all sales of products whether sold by a Dealer or LimitlessX directly to the
end customer by Divatrim's promotional efforts.


 


c) LimitlessX shall pay
all earned royalties to Divatrim on a monthly basis of each calendar year during the term of this Agreement, however, no payment
shall be due for 2 months following the April 1 effective date. The first royalty fee shall therefore be due on June 15, 2022 for
all back due royalties received for the months of April, 2022, and May 2022, if any, minus chargebacks and returns, with each fee
payable on the 15th day of each month moving forward, with June receivables being due July 15, July receivables due August 15,
and so on. Credit will be given the following month for any returns, chargebacks or refunds which come in after the last day of
the month and unaccounted for by the 15th. Each royalty payment to Divatrim shall be accompanied by sales records during the time
covered by each such royalty payment.




    	3 



    	 



    

12. Advertising and
Promotion.


 


a) LimitlessX shall be
responsible for all advertising, sales and promotional materials for the Products; provided, however, that Divatrim agrees that
Divatrim will continue to promote the sale of the Divatrim Products during trade shows and clinic demonstrations.


 


b)        Divatrim
agrees to use its best efforts to promote the sale of products at such shows and clinics with such minimum time and effort as agreed
upon between the parties from time to time with each party responsible for its advertising and promotion expenses.


 


c) Divatrim agrees that
it will use its best efforts to retain the current athlete/celebrity endorsements and will encourage and, at its discretion solicit
additional endorsements of the Products. LimitlessX and Divatrim shall negotiate in good faith during the term of this agreement
regarding promotional support of the Products by Divatrim


 


d) In addition to the licensing
rights stated above, Divatrim agrees to provide a web page link from the Divatrim home page to the LimitlessX home page upon request
by LimitlessX; and if requested by LimitlessX, Amarose will consent to a web page link from the LimitlessX home page to the Divatrim
home page for promotion of the Products. Divatrim agrees to maintain its web site for the promotion of the Products and to provide
current and relevant sales and marketing information for the Products.


 


13. First Right of Refusal
and Independent Valuation.


 


a) LimitlessX shall have
a first right of refusal with respect to the acquisition of any ownership interest of Divatrim e, including but not limited to
corporate stock, products, assets, intellectual property, etc. (“Divatrim Interest”). In the event that Divatrim receives
an offer to purchase the Divatrim Interest of Divatrim and Divatrim in its sole discretion determines to accept such offer, Divatrim
will notify LimitlessX of such offer and the terms of such offer in writing within five (5) days of receipt of such offer and determination
to accept such offer. LimitlessX shall then have thirty (30) days to exercise its right of first refusal to purchase the Divatrim
Interest at the same price and on the same terms as contained in such offer (the “Offer Terms”). In the event that
LimitlessX elects not to exercise its rights to purchase the Divatrim Interests, Divatrim may sell the Divatrim Interests to the
offering party on the offer.


 


b) LimitlessX and Divatrim
agree to perform a third-party independent valuation of Divatrim in a reasonable time per the Parties’ discretion. The evaluation
will be utilized to establish the current valuation of the company to establish a set purchase price in the event LimitlessX wishes
to make an offer to acquire Divatrim. It is agreed that the independent valuation will be relied upon to distribute any dividends
or remuneration above and beyond any already existing valuation. Should Divatrim create new products or establish new relationships
which materially effect its valuation, a new updated independent valuation will be performed prior to any potential acquisition.


 


14. Public Company Disclosure.
In the event LimitlessX enters the public markets, Divatrim hereby agrees and consents to the disclosure of this Agreement as a
“material contract” per SEC regulations. LimitlessX will use best efforts to keep any vendor or third-party relationships




    	4 



    	 



    

confidential but Divatrim consents to such
contracts or relationships being disclosed if necessary to achieve LimitlessX’s goal of going public. In the event Divatrim
is deemed to be a related party to LimitlessX, specifically as to Jaspreet Mathur’s relationship with both entities, Divatrim
agrees and consents to cooperating with the SEC or any other agency in the public market process. Mathur has abstained from any
negotiation, review, or execution of this Agreement on behalf of LimitlessX due to his status
as officer/director of Divatrim, delegating that duty to the undersigned.


 


15.
Business Records. LimitlessX shall maintain accurate and complete business records regarding its production, sale and distribution
of the Products. Such records shall be kept in such form as is customary in the health and wellness nutritional industries.
LimitlessX shall make the originals of such records (not including financial statements and records) available to Divatrim or its
agents during regular business hours and shall send to Divatrim, at Divatrim’s expense, copies of any such records as Divatrim
may from time to time reasonably request.


 


16. Divatrim Representations.
The undersigned on behalf of Divatrim and to bind himself individually and represents and warrants he is the sole owner of Divatrim
and that Divatrim is the exclusive owner and/or legal licensee of the design and other intellectual property rights of the Divatrim
Products, including all Trademarks if any, and all goodwill associated therewith, free and clear of all liens, encumbrances, security
interests or rights of any other party subject to licensing agreements. There is no litigation, claim or assessment pending or
threatened against Divatrim contesting their exclusive ownership/licensee status of all such design and intellectual property rights
and Trademarks. Divatrim’s use of the Trademarks does not, and LimitlessX’s use of the Trademarks as contemplated will
not, infringe upon any other person's trademarks or proprietary rights of any nature. The execution of this Agreement by Divatrim
and consummating the transactions contemplated does not conflict with or result in a default under or breach of (i) any agreement,
indenture, mortgage, contract or instrument to which the undersigned, as the owners of Divatrim, are bound or by which any of its
properties or assets is subject; (ii) any order, writ, injunction, decree or judgment of any court or governmental agency applicable
to Divatrim or to which any of its assets is bound; or (iii) any law or regulation applicable to Divatrim or by which any of its
assets is bound.


 


17.
Insurance. LimitlessX shall maintain in full force and effect, for the benefit of itself and Divatrim, general liability
insurance coverage on its operations, including broad form vendor's coverage and product liability insurance. The insurance shall
be in an amount of not less than $500,000.00 for each accident or occurrence
and which shall be satisfactory to Divatrim. Upon written request of Divatrim, LimitlessX shall furnish Divatrim with a certificate
of insurance evidencing that it has such insurance coverage in force.


 


18. Mutual Indemnification.


 


a) LimitlessX. LimitlessX
shall defend and hold Divatrim harmless against and from all claims made against Divatrim based upon, arising out of, or related
to, (1) the operation or condition of any part of any of the LimitlessX’s manufacturing plants, (2) the redesign, manufacture,
storage, warehousing, distribution or sale of the Products or any other products manufactured or sold by LimitlessX including LimitlessX's
other nutritional or wellness products or accessories, (3) LimitlessX’s conduct of its business, (4) LimitlessX’s ownership
or possession of property, and (5) any negligent act, misfeasance or nonfeasance by LimitlessX or any of its agents, contractors,
servants or employees, (6) including attorney fees and costs of suit in




    	5 



    	 



    

connection therewith; provided, however, that
upon LimitlessX's notice to Divatrim I that LimitlessX has assumed the defense of any legal action or proceeding, LimitlessX shall
not be liable to Divatrim for any legal or other expense subsequently incurred by Divatrim for the defense thereof. Divatrim shall
provide LimitlessX with prompt written notice upon receipt of any such claim and Divatrim shall not settle any such claim without
LimitlessX’s prior knowledge and consent.


 


b) Divatrim. Divatrim shall
indemnify and hold LimitlessX harmless against and from all claims made against LimitlessX based upon, arising out of, or related
to, (1) defects in the existing design of the Products furnished by Divatrim to LimitlessX, (2) the conduct of Divatrim’s
business, (3) Divatrim 's ownership or possession of property, (4) any negligent act, misfeasance or nonfeasance by Divatrim or
any of its agents, servants, or employees, (5) Divatrim’s breach of any of its representations, warranties or covenants made,
and (6) all fees, costs and expenses, including without limitation, attorneys' fees incurred by or on behalf of LimitlessX in the
investigation of or defense against all the foregoing claims. However, upon notice to LimitlessX that Divatrim has assumed the
defense of any legal action or proceeding, Divatrim shall not be liable to LimitlessX for any legal or other expense subsequently
incurred by LimitlessX for the defense thereof. LimitlessX shall provide Divatrim prompt notice of receipt of any such claim and
LimitlessX shall not settle any such claim without Divatrim’s prior knowledge and consent.


 


19. Assignment.
This Agreement and LimitlessX’s rights and obligations hereunder shall not be transferred, assigned, encumbered, pledged
or hypothecated in full or in part, either voluntarily or by operation of law or otherwise, without Divatrim’s prior written
consent unless otherwise provided for in this Agreement. Any attempted transfer, assignment, encumbrance, pledge or hypothecation
by LimitlessX without Divatrim 's prior written consent shall be null and void and shall have the effect of immediately terminating
this Agreement.


 


20. No Agency. Nothing
in this Agreement shall be construed to create an agency relationship between LimitlessX and Divatrim. LimitlessX is an independent
contractor. Neither party shall be liable for any debts, accounts, obligations or other liabilities or torts of the other party,
or its agents or employees, except as this Agreement may otherwise expressly provide.


 


21. Default. If
LimitlessX determines that Divatrim has failed to perform any of its substantial obligations, LimitlessX may notify Divatrim in
writing, specifying such failure and the section of this Agreement imposing the obligation, whereupon Divatrim shall have sixty
(60) days within which to remedy the failure. If Divatrim fails to remedy the failure, LimitlessX may give further notice to Divatrim
terminating this Agreement effective as of the date stated in such further notice.


 


22. Termination of Agreement
- General Provisions. This Agreement shall terminate at the option of and upon written notice by either party (who shall not
be the party regarding whom the event has occurred) effective as of the occurrence of any of the following events:


 


a) The insolvency of either
party; the voluntary filing by or, if not dismissed within sixty (60) days, the filing against either party of a petition in bankruptcy
or a petition for reorganization; any assignment by either party for the benefit of creditors; the appointment of a




    	6 



    	 



    

receiver or a trustee for either party; or
placing either party's assets in the hands of a trustee or receiver; or


 


b) The permanent discontinuance
of all of either party's business for any Reason.


 


23. Termination of Agreement
- Rights of Parties. The following shall occur upon the expiration or termination by either party of this Agreement:


 


a) All rights, licenses
and privileges granted to LimitlessX under this Agreement shall immediately cease and terminate, except as specifically preserved,
extended or imposed by a provision of this Agreement;


 


b) LimitlessX shall discontinue
the use of such trademarks or marks as it used under this Agreement, and any items bearing such trademarks, except that LimitlessX
may sell its remaining finished product inventory of the Products for sixty (60) days.


 


c) Any indebtedness of
either party to the other not already due shall become immediately due as of the effective date of termination of this Agreement
for any reason. In no event shall either party be liable for any debts of the other party to its customers or its other creditors,
except as otherwise provided in this Agreement.


 


24.
Default; Definitions. Failure of either party to perform any of this Agreement by
any of the following shall not constitute an event of default or breach of this Agreement: strikes, picket lines,
boycott efforts, fires, floods, freezes, accidents, war (whether or not declared), revolution, riots, insurrections, acts of God,
acts of government (including without limitation any agency or department of the United States of America), acts of the public
enemy, scarcity or rationing of gasoline or other fuel or vital products, inability to obtain materials or labor, or other causes
reasonably beyond the control of the defaulting party.


 


25.
Notices. Any demand, notice, or request provided for by this Agreement shall be in
writing, addressed to the party to whom notice is to be given or to whom a demand or request is to be made, and shall be made by
delivery by means of which the sender obtains a receipt of delivery from the carrier.


 


26. Entire Agreement.
This Agreement represents the entire agreement between Divatrim and LimitlessX and supersedes all their prior oral and written
arrangements and agreements. This Agreement may not be modified or amended, except by a further written instrument or by an amendment
to this Agreement signed by each of the parties hereto.


 


27.
Non-Waiver. Any failure by either party hereto to exercise any of its rights shall
not be construed as a waiver of such rights, nor shall any such failure preclude exercise of such rights at any later
time.


 


28. Taxes. All taxes,
excises, assessments, levies, imports, duties, costs, charges, and penalties, which may be assessed, levied, demanded, or imposed
by any governmental agency for this Agreement, shall be paid by the party upon which they are imposed and shall be the sole obligation
of such party.




    	7 



    	 



    

29. Heading References.
Section headings are for convenience only and are not to be construed as part of this Agreement.


 


30. Applicable Law.
This Agreement shall be governed by and construed under the laws of the State of California.


 


The individuals signing this document represent
that they have the authority to do so and to bind each Party to the terms of this Agreement as of the date first referenced above.


 


LIMITLESS X INC.


 


 


By: /s/
Ken Haller


_________________________________


Ken Haller, President


 


 


DIVATRIM
INC.


 


 


By:
/s/ Jas Mathur


_________________________________


Jas Mathur, CEO


 


 




    	8 



    	 



    

PRICING ATTACHMENT A


 


List Price Per SKU at time of Agreement, subject
to changes in pricing to be reflected on monthly reports:


  


 


 


	SKU	 	Product
    Description	 	Unit
    Cost	 	Retail
    Price
	 	888-DTKETO	 	 	Divatrim
    KETO 1 Month Supply - 60 Capsules	 	 	 	 
	 	888-DTSWVBBB30	 	 	Divatrim
    Super Woman Blend Berry Blast	 	 	 	 
	 	888-DTSWVBDC30	 	 	Divatrim
    Super Woman Blend Double Chocolate	 	 	 	 
	 	888-DTSWVBVG30	 	 	Divatrim
    Super Woman Blend Vanilla Gelato	 	 	 	 
	 	888-DTSIP	 	 	Divatrim
    Super Immune 40 Servings	 	 	 	 
	 	888-DTFUEL	 	 	DivaTrim
    Fuel Paradise Punch	 	 	 	 
	 	888-DTIPHMB30	 	 	Divatrim
    Intra/Post Hydration - Mixed Berry	 	 	 	 
	 	888-DTILWIPVAN30	 	 	Divatrim
    Iso:Lean 100% Whey Isolate Protein - Vanilla	 	 	 	 
	 	888-DTILWIPCHO30	 	 	Divatrim
    Iso:Lean 100% Whey Isolate Protein - Chocolate	 	 	 	 
	 	888-DTCLALC90	 	 	Divatrim
    CLA + L-Carnitine	 	 	 	 
	 	888-DTSLMR	 	 	Divatrim
    Slimmer	 	 	 	 
	 	888-DTCEMV90	 	 	Divatrim
    CORE Essentials