Design Review Labeling Template

DESIGN REVIEW LABELING TEMPLATE

Parties

WHEREAS, Client engages Provider to perform a technical review and approval process of product labeling, artwork, and claims (the "Services") to ensure consistency with Client specifications, regulatory obligations, and marketing objectives; and

WHEREAS, Provider represents that it has the expertise to evaluate label content, hazard and warning statements, artwork placement, and associated claims, and to recommend required corrections or clarifications; and

WHEREAS, the parties desire a written statement of the review criteria, acceptance process, payment terms, confidentiality obligations and dispute resolution procedures applicable to the Services.

Effective Date

Effective Date:

Scope of Work

Provider shall review submitted labeling materials and provide written findings, required label corrections, and recommended label text. Review shall address accuracy of ingredient/contents statements, required warnings, placement of warning icons, font legibility, required regulatory legend presence, and any marketing claims stated on the label.

Labeling Specifications & Checklist

The following items shall be inspected and noted by Provider. Provider shall mark each item as Compliant, Non‑Compliant, or Needs Clarification and provide corrective text where required.

Label copy accuracy (ingredients, net contents)

Artwork / layout positioning and legibility

Required warnings and precautionary statements

Marketing claims and substantiation notes

Payment Terms

Client shall pay Provider the fees described below in exchange for the Services. Fees are exclusive of applicable taxes unless otherwise stated.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until the End Date unless earlier terminated as provided below.

Start Date:

End Date:

Either party may terminate for material breach if the breach remains uncured for the Notice Period after written notice. Termination for convenience by Client requires payment for all Services performed through the effective termination date and reasonable wind‑down costs.

Confidentiality

Each party (Receiving Party) shall hold in strict confidence and not disclose any confidential or proprietary information disclosed by the other party (Disclosing Party) except to persons with a need to know. Confidential information includes non-public technical, business and labeling information, but excludes information that is publicly available through no fault of the Receiving Party, independently developed without use of the Disclosing Party's information, or rightfully obtained from a third party without obligation of confidentiality.

The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care. Obligations survive termination for a period of three (3) years unless a different period is mutually agreed in writing.

Change Requests & Dispute Resolution

Any changes to labeling scope or deliverables shall be documented as a written change order signed by authorized representatives of both parties. If the parties cannot resolve a dispute arising under this Agreement within thirty (30) days of written notice, the dispute shall be submitted to mediation prior to seeking other remedies.

Governing Law; Entire Agreement

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for purposes of any action arising out of or relating to this Agreement.

This Agreement, including all attachments and executed change orders, 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. No amendment is effective unless executed in writing by authorized representatives of both parties.

Miscellaneous Provisions

Each party warrants that it has full power and authority to enter into this Agreement and that the person executing this Agreement on its behalf is authorized to bind that party. Neither party shall assign this Agreement without the prior written consent of the other party, except to a successor by merger or sale of substantially all assets.

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