Business Label Document

BUSINESS LABEL DOCUMENT

This Business Label Document (the "Agreement") is entered into as of Effective Date: by and between:

and

RECITALS

WHEREAS, Label Provider is engaged in the business of designing, producing and delivering physical and digital product labels, packaging artwork and related collateral in accordance with client specifications; and

WHEREAS, Client desires to retain Label Provider to prepare label artwork, provide proofs, and produce labels for the products and quantities described herein under the terms and conditions set forth below; and

WHEREAS, Label Provider represents that it has the skill, personnel and facilities necessary to perform the services contemplated by this Agreement.

SCOPE OF WORK

Provider shall perform the services described below. Client and Provider acknowledge that the services and deliverables shall be those expressly described and any additional services will require written change order and additional fees.

Delivery Schedule: Final production run to be delivered on or before unless otherwise agreed in writing. Shipping and acceptance terms as specified in the Deliverables section.

PAYMENT TERMS

Client shall pay Provider the fees set forth below in consideration of Provider's services. All fees are payable in U.S. dollars unless otherwise agreed.

Late Payment: Any amount not paid within seven (7) days of its due date shall bear interest at a rate of % per month (or the maximum permitted by law, if less), compounded monthly. Client shall also reimburse Provider for all collection costs and reasonable attorneys' fees incurred in enforcing payment.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall terminate on End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach if such breach is not cured within fifteen (15) days after receipt of written notice specifying the breach.

Upon termination, Client shall pay Provider for all work performed to the effective date of termination, including reimbursable expenses, and Provider shall deliver finished work completed and any work-in-progress for which Client has paid. Sections concerning Payment, Confidentiality, Intellectual Property, Indemnification and Governing Law shall survive termination.

CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public, proprietary information disclosed by one party to the other, whether oral, written or electronic, including but not limited to product specifications, pricing, designs, customer lists, and trade secrets. Recipient shall (a) hold Confidential Information in confidence with at least the same degree of care as it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party except as required to perform this Agreement and subject to confidentiality obligations no less protective than those herein; and (c) use Confidential Information solely to perform its obligations under this Agreement.

Confidentiality obligations shall not apply to information that (i) is or becomes public other than by breach of this Agreement, (ii) was lawfully in recipient's possession prior to disclosure, (iii) is received from a third party without breach of any obligation of confidentiality, or (iv) is independently developed without use of the disclosing party's Confidential Information. The obligations set forth in this Section shall survive for a period of three (3) years from the date of disclosure or for such longer period as required by applicable law with respect to trade secrets.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider retains all right, title and interest in preliminary concepts, sketches, underlying artwork, digital source files, fonts and tooling created in connection with the services ("Provider IP"). Upon receipt of final payment in full, Provider grants to Client a non-exclusive, perpetual, worldwide license to use the final approved label artwork solely for Client's products and related marketing. Any use beyond the scope of the license, assignment of ownership, or transfer of Provider IP requires a separate written agreement and additional consideration.

WARRANTIES AND INDEMNIFICATION

Provider warrants that services will be performed in a professional manner consistent with industry standards. EXCEPT FOR THE FOREGOING, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

Client shall indemnify and defend Provider from and against any claims, liabilities, damages and expenses (including reasonable attorneys' fees) arising from Client-supplied content, materials or specifications that infringe third-party rights or violate law, or from Client's misuse of the deliverables.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties agree to attempt to resolve disputes through good faith negotiation prior to initiating litigation. If litigation is necessary, the parties submit to the exclusive jurisdiction of the state and federal courts located in the chosen governing state.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and attachments, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that Provider may assign to an affiliate or successor in connection with a sale of substantially all of its assets. Notices must be in writing and delivered to the contact addresses set forth above.

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