Food Safety Canned Fish Safety

Food Safety Canned Fish Safety Agreement

This Food Safety Canned Fish Safety Agreement ("Agreement") is entered into by and between:

Recitals

WHEREAS, Client operates or sells canned fish products and requires services to ensure the safety, labeling accuracy, shelf stability, and regulatory compliance of those products; and

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and testing capability to perform safety assessments, microbiological and chemical testing, process verification (including HACCP-based controls), supplier audits, and recall preparedness specific to canned fish products; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, and other terms governing the provision of food safety services for canned fish described herein.

Effective Date

Effective Date:

Scope of Work

Service Provider shall perform the following services specific to canned fish products (the "Services"). Services shall be performed in accordance with accepted food safety principles and industry standards applicable to canned seafood, including but not limited to thermal process validation, low-acid canned food safety controls, histamine monitoring for scombroid risk species, metal contamination screening, and microbiological testing for Clostridium, Listeria, Salmonella, and other relevant organisms.

Minimum deliverables include: process hazard analysis, sampling plan and sampling schedule, laboratory test reports, product labeling review for allergen and content declarations, retention sample protocol, corrective action recommendations, and a written recall notification and traceability procedure.

Testing, Sampling and Acceptance Criteria

Service Provider shall perform sampling and testing at the frequency set forth in the sampling plan and using accredited laboratory methods where applicable. Acceptance criteria shall be those agreed in writing by the parties and shall be used to determine product conformity and need for corrective action.

Payment Terms

Client shall pay Service Provider for Services in accordance with the following terms.

Unless otherwise stated in writing, invoices are due within the payment period set forth in the Payment Schedule. Client shall pay undisputed invoices in full; disputed amounts shall be promptly addressed by the parties without withholding payment of undisputed amounts.

Term and Termination

This Agreement commences on Start Date and continues until End Date unless earlier terminated as provided herein.

Start Date:     End Date:

Either party may terminate this Agreement for material breach if the breach remains uncured thirty (30) days after written notice, or immediately upon written notice for conduct that creates an imminent risk to public health or safety. Termination shall not relieve Client of obligations to pay for Services performed through the effective date of termination.

Confidentiality

Each party shall maintain in confidence all proprietary or confidential information disclosed by the other party in connection with this Agreement, including formulations, supplier lists, test results, and recall plans ("Confidential Information"). Confidential Information does not include information that is or becomes public through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's Confidential Information.

The receiving party may disclose Confidential Information to the extent required by law or regulation, provided it gives the disclosing party prompt written notice and cooperates in any reasonable attempt by the disclosing party to protect the information.

Indemnification and Liability

Service Provider shall indemnify and hold harmless Client from third-party claims arising from Service Provider's gross negligence, willful misconduct, or material breach of this Agreement. Client shall indemnify and hold harmless Service Provider from third-party claims arising from Client's misuse of results, failure to implement agreed corrective actions, or inaccurate product information provided to Service Provider.

Except for indemnification obligations and liability for bodily injury or death, neither party's aggregate liability under this Agreement shall exceed the total fees paid by Client to Service Provider under this Agreement during the twelve (12) months preceding the claim.

Recall and Corrective Action

If testing or audit findings indicate a product safety issue, Service Provider shall immediately notify Client in writing and provide recommended corrective actions. Client retains decision-making authority regarding market actions; however, Service Provider may recommend or require suspension of distribution when necessary to protect public health. Parties shall cooperate in recall communications and root-cause analysis.

Insurance and Compliance

Service Provider shall maintain insurance coverage appropriate for its services, including general liability and professional liability, and shall comply with applicable food safety laws, regulations, and industry standards in performing Services. Client shall maintain appropriate product liability insurance for distribution and sale of canned fish products.

Governing Law

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

Entire Agreement; Amendments

This Agreement, together with any written attachments or addenda executed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior understandings and agreements. No modification or amendment shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous Provisions

If any provision of this Agreement is held invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Client may assign to an affiliated company.

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