Memorandum of Understanding:


This constitutes a partnership between EYESPOT LLC (a retail luxury optical in Chestnut Hill Massachusetts) and independent luxury frame designer ______________________ (business address ________________________; email ______________________; phone __________________). 

This partnership between EYESPOT LLC and said independent frame designer will remain in effect for (3 months, 6 months, or 1 year), and is renewable by mutual consent no later than 30 days prior to conclusion of partnership.

The stated goals of this partnership are as follows:

1) Create a featured independent luxury frame designer exhibition within the next-generation optical boutique EYESPOT located in Chestnut Hill, Massachusetts for agreed duration.

2) All marketing costs related specifically to luxury frame designer brand will be covered by EYESPOT LLC.

3) Independent frame designer will provide in-depth training of EYESPOT LLC licensed dispensing opticians and staff (duration to be agreed upon between parties) regarding the materials, construction, philosophy and stories that constitute the luxury frame designer brand.

4) Independent frame designers will provide to EYESPOT one frame in each style on loan for duration of partnership to be part of the temporary frame collection.  Insured shipping costs will be covered by independent frame designers. Additional store theft or damage insurance coverage and additional security personnel will be covered by EYESPOT LLC for the duration of the partnership.

5)  Any frames that are sold during the duration of the partnership will be replaced within 2 weeks by independent frame designer via insured shipping.  Frames will be invoiced monthly to EYESPOT LLC for full payment within 30 days of receipt.

6) Detailed marketing and demographic information regarding customers will be compiled and shared with luxury frame designer within 30 days of the end of each month and at the conclusion of the partnership.

 7) Within 7 days of the conclusion of the partnership, EYESPOT LLC will insure and ship entire collection on loan back to the luxury eye wear designer.

8) Luxury eye wear designer must offer warrantee for 2 years after the conclusion of the partnership all of the frames in the collection.  Any items that must be returned for replacement under this warrantee will be insured and shipped by eye wear designer within a period of no more than 2 weeks of receipt of defective product.

9)  Provide EYESPOT with the appropriate W8 Exemption from Tax Withholding form.  We will fill out Form 1042 by March 15 of the year following any payments from EYESPOT to the frame designer.  

10) All claims, disputes, and controversies arising out of or in relation to the performance, interpretation, application, or enforcement of this agreement, including but not limited to breach thereof, shall be referred to mediation before, and as a condition precedent to, the initiation of any adjudicative action or proceeding, including arbitration.

Sincerely yours,

Jorge G. Arroyo, MD, MPH and Melanie Cabral, LDO

EYESPOT Chestnut Hill
One Boylston Street
Chestnut Hill MA 02578