Business Label Update

BUSINESS LABEL UPDATE

This Business Label Update Agreement (Agreement) is entered into as of Effective Date: by and between Client Name: and Provider Name: .

Parties and Contact Information

Recitals

WHEREAS, Client currently markets products and/or services under one or more identifying labels, marks or packaging configurations and desires to modify the appearance, wording, or branding of such label(s);

WHEREAS, Provider has expertise in label design, compliance review and production management and is willing to perform the services necessary to implement the requested label updates in accordance with the terms and conditions set forth in this Agreement;

WHEREAS, the parties desire to set forth the scope, payment, confidentiality and other terms governing the label update and deployment.

Scope of Work

Provider shall perform the following services in a professional and workmanlike manner consistent with industry standards:

Current Label Text/Identifier:    Proposed New Label Text/Identifier:

Payment Terms

The consideration for services described in this Agreement shall be as follows:

All amounts are stated in U.S. dollars unless otherwise provided. Provider may suspend services if undisputed amounts are more than days past due after written notice.

Term and Termination

This Agreement shall commence on Start Date: and shall continue 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 delivered not less than days prior to the intended termination date. Either party may terminate immediately for material breach if the breach remains uncured for a period of thirty (30) days following receipt of written notice of such breach.

Upon termination, Client shall pay Provider for services performed and approved expenses incurred through the effective date of termination, and Provider shall deliver to Client all work product paid for in full.

Confidentiality

Each party acknowledges that during the performance of this Agreement it may receive confidential or proprietary information of the other party ("Confidential Information"). Confidential Information shall not include information that is (a) publicly available through no breach of this Agreement, (b) rightfully received from a third party without restriction, or (c) independently developed without use of the recipient's Confidential Information.

The recipient shall: (i) hold Confidential Information in strict confidence; (ii) not disclose Confidential Information to third parties except as required to perform under this Agreement; and (iii) take reasonable measures to prevent unauthorized disclosure. The obligations of confidentiality shall survive termination of this Agreement for a period of three (3) years, except with respect to trade secrets, which shall be protected for as long as they qualify as trade secrets under applicable law.

  By checking this box the undersigned acknowledge and agree to the confidentiality provisions set forth above.

Representations and Warranties; Compliance

Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to perform its obligations hereunder. Client represents that use of the new label will not infringe the intellectual property or other rights of any third party and will comply with applicable labeling, product safety and consumer protection laws. Provider shall exercise commercially reasonable efforts to identify compliance issues and shall advise Client of material non-compliance risks discovered during the services.

Limitation of Liability

Except for breaches of confidentiality or willful misconduct, the parties' aggregate liability to each other arising out of or relating to this Agreement shall be limited to direct damages not to exceed the total fees paid to Provider under this Agreement in the twelve (12) months preceding the claim. Neither party shall be liable for incidental, consequential, punitive or special damages.

Governing Law

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.

Entire Agreement; Amendments

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

Miscellaneous

Notices required under this Agreement shall be given in writing to the contact information provided above and shall be effective upon delivery. If any provision of this Agreement is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

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