Apothecary Service Contract

APOTHECARY SERVICE CONTRACT

This Apothecary Service Contract ("Agreement") is entered into as of Effective Date: by and between Provider Name: with principal place of business at

and Client Name: with principal place of business at

RECITALS

WHEREAS, Provider is engaged in the formulation, compounding, preparation and/or supply of apothecary products, herbal preparations and related services and possesses the requisite expertise and licenses to perform the Services described herein; and

WHEREAS, Client wishes to engage Provider to perform certain apothecary services for Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that Provider perform the services described in this Agreement in a manner consistent with applicable safety, labeling and controlled-substances laws and industry standards.

SCOPE OF WORK

Provider will perform the services and deliverables described below (the "Services"). Provider shall provide personnel, materials, facilities and equipment necessary to perform the Services unless otherwise agreed in writing.

PAYMENT TERMS

In consideration for the Services, Client shall pay Provider the fees and expenses set forth below in the currency indicated. All amounts are exclusive of taxes which will be borne by Client where applicable.

Late payments will accrue interest at the lesser of the rate of or the maximum rate permitted by law. In addition, Client will reimburse Provider for collection costs, including reasonable attorneys' fees.

TERM AND TERMINATION

This Agreement commences on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate for material breach if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach.

CONFIDENTIALITY

"Confidential Information" means non-public business, technical, formulation, pricing, customer and other proprietary information disclosed by one party to the other in connection with this Agreement. Recipient will (a) hold Confidential Information in strict confidence, (b) not disclose Confidential Information to third parties except to those employees, agents or advisors who have a need to know and are bound by confidentiality obligations no less protective than those herein, and (c) use Confidential Information solely to perform its obligations under this Agreement. Confidential Information does not include information that: (i) is or becomes generally available to the public through no breach by Recipient; (ii) was in Recipient's possession prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed by Recipient without use of Confidential Information.

The obligations in this Section survive termination for a period of years, except with respect to trade secrets, which remain protected for as long as they qualify as trade secret under applicable law.

WARRANTIES, COMPLIANCE AND SAFETY

Provider represents and warrants that Services will be performed in a professional manner consistent with industry standards and in compliance with all applicable laws, rules and regulations governing apothecary activities, labeling and safety. Provider warrants that products supplied will not contain controlled substances, contaminants or undeclared allergens except as expressly disclosed in writing and authorized by Client. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's negligent acts, willful misconduct or breach of its representations and warranties under this Agreement. The indemnity does not apply to the extent such claims arise from Indemnitee's negligence or willful misconduct.

EXCEPT FOR LIABILITY ARISING FROM GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR A PARTY'S INDEMNIFICATION OBLIGATIONS, THE AGGREGATE LIABILITY OF EACH PARTY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

INSURANCE

Provider shall maintain commercial general liability insurance and product liability insurance with limits not less than and shall provide certificates of insurance upon reasonable request.

FORCE MAJEURE

Neither party is liable for delays or failures in performance due to causes beyond its reasonable control, including natural disasters, acts of government, pandemics, or supply chain disruptions. The affected party shall give prompt written notice and use commercially reasonable efforts to resume performance.

NOTICES

All notices required or permitted under this Agreement must be in writing and delivered to the addresses below by certified mail, nationally recognized overnight courier, or personal delivery, and are effective upon receipt.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement is governed by and construed in accordance with the laws of the State of without regard to conflict-of-law principles. The parties agree that exclusive jurisdiction and venue for disputes shall be the state or federal courts located in the foregoing state, unless the parties agree in writing to arbitration.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits or attachments incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications. No amendment is effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture or agency relationship. If any provision is found invalid, the remaining provisions remain in full force. Headings are for convenience and do not affect interpretation.

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