Care Package for Gifts

Care Package for Gifts Agreement

This Care Package for Gifts Agreement (the "Agreement") is entered into as of by and between Sender Name: and Provider Name: .

WHEREAS

WHEREAS, Sender desires to procure assembled care packages and related gifting services for recipients, including item selection, packaging, labeling, and delivery; and

WHEREAS, Provider is in the business of sourcing, assembling, customizing, and delivering care packages and has represented that it has the expertise, personnel, and facilities to perform the services described in this Agreement; and

WHEREAS, the parties wish to set forth their respective responsibilities, payment terms, delivery requirements, confidentiality obligations, and terms of termination in a written agreement.

Scope of Work

Provider will perform the services described below in a professional manner and in accordance with industry standards. Provider shall supply labor, materials, packaging, labeling, and delivery services as specified by Sender in writing.

Package Items and Quantities

List up to three representative items per package. Provider shall notify Sender in writing if substitutions are required and obtain prior written approval for substitutions that change the retail value or materially alter allergens or packaging.

Payment Terms

Sender shall pay Provider for services and goods in accordance with the following payment structure. All sums are in U.S. Dollars unless otherwise agreed in writing.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, commencing the day after payment is due. In addition, Provider may suspend further performance if payment is delinquent for more than days.

Delivery, Packaging and Special Instructions

Sender shall provide complete recipient lists, dietary restrictions, and allergen notices at least days prior to scheduled delivery. Provider shall label any package containing common allergens and shall not be liable for allergic reactions if Sender fails to disclose recipient allergies in writing.

Term and Termination

This Agreement commences on the Start Date and will continue until the End Date unless earlier terminated in accordance with this section.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within days after receiving written notice. Either party may terminate for convenience upon days' prior written notice. Upon termination, Sender shall pay Provider for all services performed and non‑cancelable costs incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall keep confidential and shall not disclose to any third party any non-public, proprietary, or commercially sensitive information of the other party (the "Disclosing Party") disclosed in connection with this Agreement, including but not limited to recipient lists, pricing, supply sources, and proprietary recipes or formulations ("Confidential Information"). Confidential Information does not include information that: (a) is or becomes generally available to the public other than by breach of this Agreement; (b) was already known to the Receiving Party without restriction prior to disclosure; (c) is rightfully received from a third party without restriction; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party may disclose Confidential Information to its employees, contractors, or affiliates who have a need to know provided such persons are bound by confidentiality obligations at least as protective as those in this Agreement. The Receiving Party shall use at least reasonable care to protect Confidential Information.

Indemnification and Limitation of Liability

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from its negligent or willful acts or omissions in the performance of this Agreement. Except for a party's indemnification obligations and willful misconduct, neither party shall be liable to the other for consequential, incidental, punitive, or exemplary damages.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to principles of conflicts of laws. Venue for any dispute arising out of this Agreement shall be the state or federal courts located in that State.

Entire Agreement; Amendments

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

Notices

Acknowledgements

Sender acknowledges that Provider will rely on the recipient data and instructions provided by Sender and that Provider's liability for errors caused by incorrect or incomplete information shall be limited to correction of the error at Provider's cost or a commercially reasonable adjustment of price at Provider's option.

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