Food & Beverage Health & Wellness Agreement

FOOD & BEVERAGE HEALTH & WELLNESS AGREEMENT

This Food & Beverage Health & Wellness Agreement (the "Agreement") is made effective as of Effective Date: by and between Provider Name: , with principal address:

and Client Name: , with principal address:

WHEREAS

WHEREAS, Provider provides professional services and consulting in the areas of food formulation, nutrition analysis, product labeling, ingredient assessment, and health & wellness program development specific to the food and beverage industry;

WHEREAS, Client desires to engage Provider to perform certain services related to the development, evaluation, labeling, or promotion of food or beverage products marketed for health and wellness, and Provider is willing to perform such services on the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual covenants set forth below, the parties agree as follows:

SCOPE OF WORK

Provider shall perform the services and deliver deliverables described below. Provider will exercise commercially reasonable efforts, consistent with industry standards, to perform the services in a timely and professional manner.

PAYMENT TERMS

Client shall pay Provider for services as follows. Fees are exclusive of applicable taxes and third-party testing or certification costs unless otherwise stated.

Invoices are due within days of receipt. Late payments shall accrue interest at the lesser of (i) % per month or (ii) the maximum rate permitted by law, plus reimbursement of collection costs and attorneys' fees.

All reasonable third-party expenses (including laboratory testing, certifications, and travel) pre-approved in writing by Client will be reimbursed by Client upon submission of receipts.

TERM AND TERMINATION

This Agreement commences on Start Date: and will continue until End Date: , unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other. Either party may terminate immediately for material breach by the other party if such breach remains uncured thirty (30) days after written notice of breach.

Upon termination, Client shall pay Provider for services performed and costs incurred through the effective date of termination, including any non‑cancelable third‑party costs.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including formulations, nutritional analyses, test results, pricing, customer lists, business plans, and marketing strategies.

The receiving party shall (i) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but not less than reasonable care; (ii) use Confidential Information only to perform its obligations under this Agreement; and (iii) not disclose Confidential Information to any third party except to employees and contractors who need to know and who are bound by confidentiality obligations at least as protective as those herein. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, is independently developed without use of the disclosing party's Confidential Information, or is rightfully received from a third party without confidential restrictions.

Notwithstanding the foregoing, Provider may disclose Confidential Information to comply with applicable law, regulation, or court order, provided Provider gives Client prompt notice to allow Client to seek protective relief.

COMPLIANCE, REPRESENTATIONS, AND WARRANTIES

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards and in compliance with applicable laws and regulations governing food safety, labeling, advertising, and nutritional claims. Provider does not warrant product market performance or regulatory approval by any governmental body.

Client represents that it will provide accurate information regarding ingredients, prior testing, and any claims intended for products and that Client has authority to provide such information and to commercialize the products at issue.

INDEMNIFICATION; LIMITATION OF LIABILITY

Each party (the "Indemnifying Party") shall indemnify, defend, and hold harmless the other party and its officers, directors, agents and employees (the "Indemnified Party") from and against all third-party liabilities, claims, losses, damages and expenses (including reasonable attorneys' fees) arising out of the Indemnifying Party's gross negligence, willful misconduct, or material breach of this Agreement.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A BREACH OF CONFIDENTIALITY OR INDEMNITY OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED THE FEES PAID OR PAYABLE TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE CLAIM.

INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider grants Client a non-exclusive, non-transferable license to use deliverables for Client's internal commercial purposes. Provider retains ownership of pre-existing materials, methodologies, and intellectual property. Client shall not remove or obscure Provider intellectual property notices.

NOTICES

All notices must be in writing and delivered to the addresses set forth below or to such other address as either party may designate in writing. Notices are effective upon receipt.

GOVERNING LAW; MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

This Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements, understandings, and communications, whether written or oral. No amendment shall be effective unless in writing and signed by both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors; nothing in this Agreement creates a partnership, joint venture, or agency relationship.

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