Business Label Table

Business Label Table

Client Name:    Label Provider Name:    Effective Date:

Recitals

WHEREAS, Client engages Label Provider to design, produce, and deliver product labels and associated artwork for Client's commercial goods in accordance with the specifications set forth in this Business Label Table; and

WHEREAS, Label Provider represents that it has the technical skill, manufacturing capacity and quality controls necessary to produce labels that comply with applicable law and the specifications set forth herein; and

WHEREAS, the parties wish to confirm their mutual obligations, payment terms, delivery schedule, quality acceptance criteria and confidentiality obligations with respect to labeling services described below.

Scope of Work

Label Table: The following table identifies each label type, required content, size and related production details. Label Provider shall produce labels strictly in accordance with each row below unless otherwise approved in writing by Client.

Approval Process: Final print approval is required in writing from Client prior to any mass production run. Client approval shall be provided as either an executed Production Authorization or via an approved artwork file reference listed in the table above.

Payment Terms

Late Payment: Any undisputed amount not paid within days of the invoice due date shall accrue interest at % per month or the maximum rate permitted by applicable law, whichever is less.

Term and Termination

Term: This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated as provided below.

Termination: Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure the breach within days after receipt of written notice specifying the breach. Either party may terminate for convenience upon days' written notice to the other party; in such event, Client will pay for work performed and labels produced through the effective date of termination.

Quality, Warranty and Acceptance

Label Provider warrants that all labels shall conform to the specifications set forth herein, shall be free from defects in materials and workmanship for a period of days after delivery, and shall comply with all applicable labeling laws and regulations. Acceptance shall occur upon Client's written confirmation of conformity or after business days following delivery if no rejection notice is provided.

Confidentiality

Each party shall keep confidential all non-public information disclosed by the other party in connection with this Agreement, including artwork, specifications, pricing and trade secrets ("Confidential Information"). Confidential Information shall not be disclosed to third parties except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those in this clause. The obligations in this paragraph shall continue for three (3) years following termination or expiration of this Agreement; provided, however, that trade secret protections shall survive for as long as the information qualifies as a trade secret under applicable law.

Indemnification and Limitation of Liability

Label Provider shall indemnify, defend and hold harmless Client from third-party claims arising out of alleged defects in the labels or alleged infringement of third-party intellectual property attributable to Label Provider's designs or processes, except to the extent such claims arise from Client-provided materials or directions. Except for liability arising from gross negligence, willful misconduct or indemnity obligations, neither party's aggregate liability shall exceed the amounts paid or payable under this Agreement for the work giving rise to the claim.

Governing Law and Dispute Resolution

This Agreement shall be governed by the laws of the State of without regard to its conflicts of law principles. The parties agree to attempt to resolve disputes promptly by negotiation between senior representatives; if unresolved within 30 days, disputes shall be submitted to binding arbitration in accordance with the parties' agreement to arbitrate.

Entire Agreement

This Business Label Table, together with any attachments, purchase orders and approved artwork references expressly incorporated by written reference, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any amendment or modification must be made in writing and signed by both parties.

Notices

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