Gift Sets Template

GIFT SETS TEMPLATE

Parties and Effective Date

Effective Date:

Recitals

WHEREAS, Supplier is engaged in the design, manufacture and supply of curated gift sets comprising multiple individually packaged goods and related packaging materials; and

WHEREAS, Client desires to engage Supplier to supply certain gift sets as described in this Agreement and Supplier is willing to provide such gift sets under the terms and conditions set forth herein;

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows.

Scope of Work

Supplier shall design, procure, assemble, package and deliver the gift sets described below in accordance with the specifications, quantities and delivery schedule set forth in this Agreement. Supplier warrants that all goods will conform to the specifications and be free from defects in materials and workmanship for a period of thirty (30) days after acceptance unless otherwise agreed in writing.

Packaging, Labeling and Quality Standards

Supplier shall package and label all gift sets in accordance with Client's branding and regulatory labeling requirements. Supplier shall use new, merchantable packaging materials and shall ensure goods comply with applicable safety and consumer labeling laws. Client approval is required for final artwork prior to production when applicable.

Delivery and Acceptance

Delivery shall be made FOB destination to the address specified by Client. Supplier will notify Client when goods are ready for shipment. Client shall have five (5) business days from receipt to inspect and notify Supplier of any nonconformity. Unless timely rejected, goods shall be deemed accepted.

Payment Terms

Client shall pay Supplier the fees set forth for the gift sets. All prices are exclusive of taxes and shipping unless otherwise stated. Invoices are due in accordance with the schedule below and are payable in U.S. dollars unless otherwise agreed.

Term and Termination

This Agreement shall commence on the Effective Date and continue until the completion of the obligations set forth herein unless earlier terminated as provided below.

Commencement Date:

Expiration Date (if applicable):

Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within the notice period specified above, or immediately upon insolvency, bankruptcy filing, or assignment for the benefit of creditors.

Confidentiality

Each party shall maintain in confidence all non-public, proprietary information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is or becomes publicly available through no fault of the recipient, or that is independently developed by the recipient without use of the disclosing party's Confidential Information.

The receiving party shall use Confidential Information solely for the performance of its obligations under this Agreement and shall not disclose such Confidential Information except to employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those set forth herein.

Governing Law and Dispute Resolution

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

Indemnification and Insurance

Each party shall indemnify, defend and hold harmless the other party from and against any third party claims, liabilities, damages and expenses arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct or violation of applicable law. Supplier shall maintain commercial general liability insurance and product liability insurance in amounts customary for the industry and shall provide certificates of insurance on request.

Assignment and Subcontracting

Neither party may assign this Agreement without the prior written consent of the other party except that either party may assign to an affiliate or to a successor in connection with a merger or sale of substantially all of its assets. Supplier may subcontract production but shall remain responsible for the subcontractor's performance under this Agreement.

Assignment permitted without consent:

Entire Agreement; Amendments

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

Notices

All notices under this Agreement shall be in writing and delivered to the addresses set forth above (or to such other address as a party may designate in writing) by certified mail, courier or email with confirmation. Notices shall be effective upon receipt.

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