Business Custom Label

BUSINESS CUSTOM LABEL AGREEMENT

This Business Custom Label Agreement (the Agreement) is entered into as of by and between Supplier Name: and Client Name: .

RECITALS

WHEREAS, Supplier is engaged in the design, production and supply of custom pressure-sensitive labels, printed materials and related services; and

WHEREAS, Client desires to procure custom label products and related services as described in this Agreement and Supplier has the professional capacity to provide such products and services under the terms set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows:

SCOPE OF WORK

Proof required for production: Yes    If yes, Client shall approve or request revisions within calendar days of receipt of proof. Failure to respond within that period constitutes approval.

DELIVERY AND ACCEPTANCE

Supplier will use commercially reasonable efforts to deliver finished labels to Client at the address specified above. Standard lead time is calendar days after receipt of approved artwork and deposit. Delivery dates are estimates only; Supplier is not liable for delays due to causes outside Supplier's reasonable control.

Client shall inspect and accept or reject delivered goods within ten (10) business days of receipt. Rejection must be in writing and detail the nonconformity. Supplier shall, at its option, replace or repair conforming goods or issue credit for proven defects. Rejected goods must be returned in original packaging unless otherwise agreed.

PAYMENT TERMS

All undisputed amounts not paid when due shall accrue interest and late charges at % per month (or the maximum permitted by law, if less). Client is responsible for reasonable collection costs, including attorney fees, for overdue balances.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice. Either party may terminate immediately for material breach if the breaching party fails to cure within thirty (30) days of written notice of breach or upon insolvency, bankruptcy filing, or assignment for the benefit of creditors.

Upon termination, Client shall pay Supplier for all work performed and materials purchased through the date of termination, including reasonable termination charges for unshipped goods and non‑cancelable commitments.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information means all nonpublic information disclosed by either party relating to business plans, pricing, designs, artwork, technical data, trade secrets and other proprietary information marked or identified as confidential or that a reasonable person would understand to be confidential. Each party shall: (i) hold Confidential Information in strict confidence; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to third parties except to those employees, subcontractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

The confidentiality obligations shall survive termination for years, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

INTELLECTUAL PROPERTY

Client retains ownership of Client-supplied artwork and trademarks. Supplier retains ownership of Supplier-created tooling, plates and prepress work product, provided Supplier grants Client a nonexclusive, nontransferable license to use such prepress materials solely for the manufacture of the labels ordered under this Agreement. Client warrants that supplied artwork does not infringe third-party rights and indemnifies Supplier for claims arising from Client artwork.

WARRANTY; LIMITATION OF LIABILITY; INDEMNITY

Supplier warrants that labels will conform to the agreed specifications for a period of days from delivery. Supplier's sole obligation under this warranty shall be, at Supplier's option, repair or replacement of nonconforming products or refund of the purchase price for such products. This warranty does not cover defects caused by misuse, improper storage, alteration, or incorrect application.

Except for willful misconduct, in no event shall either party be liable for incidental, special, punitive or consequential damages. The total aggregate liability of Supplier for any claim arising out of or related to this Agreement shall not exceed .

Client agrees to indemnify, defend and hold Supplier harmless from any third-party claims arising from Client-provided artwork, trademarks or instructions, except to the extent such claim is caused by Supplier's gross negligence or willful misconduct.

FORCE MAJEURE

Neither party shall be liable for delays or failures to perform caused by acts of God, strikes, shortages, supplier failures, pandemics, governmental action, or other events beyond the reasonable control of the affected party. The time for performance shall be extended for the duration of such force majeure event and, if such event continues for more than ninety (90) days, either party may terminate upon written notice.

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 amicably prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, including all exhibits, schedules and orders incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations and communications, whether oral or written. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of all or substantially all assets, provided such successor assumes the obligations hereunder.

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