Business Compounding Agreement

BUSINESS COMPOUNDING AGREEMENT

Parties and Effective Date

This Business Compounding Agreement (the Agreement) is entered into by and between Client Name: and Compounder Name: effective as of (Effective Date).

WHEREAS

WHEREAS, Client is engaged in the business of distributing and selling compounded formulations and desires to retain Compounder to prepare, compound, and package certain formulations in accordance with Client's specifications; and

WHEREAS, Compounder represents that it possesses the necessary facilities, licenses, personnel, and expertise to perform compounding services in compliance with applicable standards and regulatory requirements; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the compounding, testing, handling, delivery, and payment for compounded products.

Scope of Work

Compounder shall compound, test, label, and package formulations strictly in accordance with Client's written specifications, instructions, and any applicable standard operating procedures provided by Client. Compounder shall maintain records of each batch produced and permit Client to inspect such records during normal business hours upon reasonable prior notice.

Payment Terms

Client shall pay Compounder for services and products as follows. All amounts are payable in lawful currency unless otherwise agreed in writing.

All payments are due as provided above. Client shall be responsible for any sales, use, value-added, or similar taxes imposed in connection with payments hereunder, excluding taxes on Compounder's net income. Compounder shall provide itemized invoices and reasonable supporting documentation for billed amounts.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party breaches a material obligation under this Agreement and fails to cure such breach within 30 days after receipt of written notice specifying the breach. Termination shall not relieve Client of the obligation to pay for services performed and products delivered prior to termination.

Upon termination, Compounder shall, at Client's direction and expense, either return or securely destroy Client materials and proprietary formulations as specified by Client and provide a final accounting of all work in progress and finished goods.

Confidentiality

For purposes of this Agreement, Confidential Information means any non-public, proprietary, or trade secret information disclosed by one party (Disclosing Party) to the other (Receiving Party) in connection with this Agreement, whether oral, written, electronic, or embodied in tangible materials, including but not limited to formulations, specifications, customer lists, pricing, business plans, and quality control data. Confidential Information does not include information that (a) is or becomes publicly available through no fault of Receiving Party; (b) is rightfully received from a third party without restriction; (c) is independently developed by Receiving Party without use of Disclosing Party's Confidential Information; or (d) is required to be disclosed by law or valid governmental order, provided Receiving Party gives prompt notice to Disclosing Party and cooperates in seeking protective measures.

Receiving Party shall (i) protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information but no less than reasonable care; (ii) use Confidential Information solely for the performance of its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement. The obligations in this Section survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Warranties; Indemnification; Limitation of Liability

Compounder warrants that all compounded products shall materially conform to the specifications supplied by Client and shall be prepared in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, COMPOUNDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Each party shall indemnify, defend and hold harmless the other party and its officers, directors, employees, and agents from and against any third-party claims, liabilities, losses, damages, costs and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's gross negligence, willful misconduct, or material breach of this Agreement. In no event shall either party be liable to the other for consequential, incidental, special, or punitive damages, except in cases of willful misconduct or fraud.

Recordkeeping; Quality; Compliance

Compounder shall maintain complete and accurate records regarding the compounding, testing, and disposition of each batch and shall comply with all applicable laws, rules, regulations, and industry standards. Compounder shall permit Client and applicable regulators reasonable access to facilities, records, and personnel to verify compliance, subject to confidentiality protections.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles. The parties shall attempt in good faith to resolve disputes through negotiation; if unresolved within 30 days, disputes shall be submitted to binding arbitration conducted in the agreed county within the governing state, unless the parties mutually agree otherwise.

Entire Agreement; Amendments

This Agreement, including any exhibits or written schedules signed by the parties, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign its rights or delegate its duties under this Agreement without the prior written consent of the other party, provided that either party may assign to an affiliate or in connection with a merger, sale of substantially all assets, or change of control.

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