Health Supplement Electrolyte Formula

HEALTH SUPPLEMENT ELECTROLYTE FORMULA DEVELOPMENT AND SUPPLY AGREEMENT

THIS AGREEMENT is entered into effective as of (the Effective Date) by and between:

Client Name:    Address:

Manufacturer/Supplier Name:    Address:

WHEREAS

WHEREAS, Client desires to engage Manufacturer to develop, produce, and supply a health supplement electrolyte formula intended for oral consumption under the brand and labeling directed by Client, and Manufacturer has the experience, capacity, and facilities necessary to perform such work under the terms set forth herein.

WHEREAS, the parties intend to set forth in this Agreement the specifications, deliverables, payment terms, quality control and confidentiality obligations applicable to the Health Supplement Electrolyte Formula (the Formula).

WHEREAS, Client and Manufacturer agree that the development, testing, manufacture and supply of the Formula shall be performed in accordance with the specifications and procedures set forth in this Agreement.

1. SCOPE OF WORK

Manufacturer shall develop, manufacture, and supply the Formula in accordance with the technical specifications, labels, and production schedule set forth below and in any attachments executed by the parties. Manufacturer shall perform all activities in a professional manner and consistent with industry standards applicable to dietary supplement manufacturing.

2. QUALITY, TESTING & COMPLIANCE

Manufacturer shall manufacture the Formula in accordance with accepted quality control procedures and shall conduct in-process and finished-product testing sufficient to verify conformance to the agreed specifications. Manufacturer shall maintain records of all tests and make such records available to Client on reasonable request for purposes of dispute resolution or audit.

Manufacturer responsible for routine testing and certificate of analysis issuance
Client reserves right to independent third-party testing at Client expense

3. PAYMENT TERMS

Client shall pay Manufacturer the fees set forth below for development, manufacture, testing and supply of the Formula. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Overdue amounts shall bear interest at the rate of per month (or the maximum permitted by law, if lower). In addition, Client shall be liable for reasonable collection costs, including attorneys' fees.

4. TERM AND TERMINATION

This Agreement commences on and continues until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach of the other party upon written notice and failure to cure such breach within days after receipt of notice. Termination shall not relieve Client of payment obligations for goods or services provided prior to the effective date of termination.

5. CONFIDENTIALITY

Each party (the Receiving Party) shall hold in confidence and not use or disclose to third parties any confidential information of the other party (the Disclosing Party) obtained under this Agreement, including but not limited to formulations, process details, business plans and pricing, except to its employees, agents and permitted subcontractors who have a need to know and are bound by confidentiality obligations at least as protective as those herein. Confidential information does not include information that is or becomes generally available to the public through no fault of the Receiving Party, or was known to the Receiving Party prior to disclosure as evidenced by written records, or was rightfully obtained from a third party without obligation of confidentiality.

Upon termination or upon written request, the Receiving Party shall, at Disclosing Party's option, promptly return or destroy all confidential materials and certify in writing the destruction of confidential information within days.

6. INTELLECTUAL PROPERTY; LICENSES

All pre-existing intellectual property of each party remains the sole property of that party. With respect to the Formula, unless otherwise agreed in writing, Client shall own the final formulation, trade names and trademarks, and Manufacturer hereby assigns to Client, to the extent permitted, all right, title and interest in the developed Formula upon full payment. Manufacturer shall retain no rights to exploit the specific Formula for third parties without Client's prior written consent.

7. WARRANTIES AND LIMITATIONS

Manufacturer warrants that the goods delivered shall conform to the specifications agreed herein and shall be manufactured in a professional manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, MANUFACTURER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CLIENT acknowledges that Manufacturer does not warrant or guarantee marketing claims or regulatory outcomes associated with Client labeling or advertising.

8. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against any third-party claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of the indemnifying party's breach of this Agreement, negligence, willful misconduct, or violation of applicable laws in connection with its performance. For claims arising from the labeling, marketing, or representations made by Client, Client shall be solely responsible for defense and indemnification.

9. GOVERNING LAW

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

10. ENTIRE AGREEMENT

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

11. MISCELLANEOUS

Notices required under this Agreement shall be in writing and delivered to the addresses set forth above. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. The parties are independent contractors and nothing herein shall establish a partnership, joint venture or agency relationship.

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