Herbal Extract Use Agreement

HERBAL EXTRACT USE AGREEMENT

Effective Date:

PARTIES

RECITALS

WHEREAS, Provider develops, manufactures and supplies botanical and herbal extracts and possesses certain expertise, manufacturing controls and analytical testing protocols applicable to the extract described below;

WHEREAS, Recipient desires to obtain the extract from Provider for the limited purposes set forth in this Agreement and Provider is willing to supply such extract under the terms and conditions set forth herein;

WHEREAS, the parties intend by this Agreement to allocate responsibilities related to use, labeling, confidentiality, payment and liability in connection with Provider's supply of the extract to Recipient.

DESCRIPTION OF EXTRACT

Extract Name/Batch:

Quantity Supplied:    Unit of Measure:

SCOPE OF WORK

Recipient shall use the supplied extract solely as set forth in this section. Recipient shall not alter, repackage, relabel, distribute or market the extract except as expressly permitted below and in compliance with applicable law.

Research and development only
Internal formulation and manufacturing for Recipient-branded products
Resale to third parties (only if Provider consents in writing)
Other:

PAYMENT TERMS

Total Purchase Price:

Payment Schedule:

Deposit Amount (if any):

Late Payment Fee: on overdue amounts, compounded monthly and to the fullest extent permitted by law.

Invoice and Payment Instructions: Recipient shall pay all invoiced amounts in the currency specified on Provider's invoice. Recipient is responsible for any bank or transfer fees.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for material breach if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days prior written notice to the other party.

Upon termination, Recipient shall immediately cease use of any remaining extract unless otherwise agreed in writing, and shall pay Provider for all product delivered and services performed prior to termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by either party related to formulations, analytical data, pricing, manufacturing processes, trade secrets and business plans. Confidential Information does not include information that is publicly known, rightfully received from a third party without restriction, independently developed without use of the other party's Confidential Information, or required to be disclosed by law.

Each receiving party shall: (a) hold Confidential Information in strict confidence; (b) use it only for the purposes contemplated by this Agreement; and (c) disclose it only to employees, consultants or agents who have a need to know and are bound by obligations no less protective than those herein. The receiving party shall implement commercially reasonable safeguards to protect Confidential Information.

Confidentiality obligations shall survive termination for years from the effective date, except that trade secrets shall be protected for as long as they remain trade secrets under applicable law.

COMPLIANCE, WARRANTY AND DISCLAIMER

Provider warrants that, at delivery, the extract will substantially conform to the specifications set forth in Provider's certificate of analysis. Except for the foregoing limited warranty, Provider disclaims all other warranties, express or implied, including any implied warranties of merchantability or fitness for a particular purpose.

Recipient acknowledges responsibility for final product safety, labeling, regulatory compliance, testing and any claims made regarding finished products containing the extract. Provider makes no representation or warranty regarding medical efficacy, safety for a particular individual or regulatory approval.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Recipient shall indemnify, defend and hold Provider harmless from any third-party claims arising out of Recipient's use, distribution, labeling or marketing of products containing the extract, except to the extent caused by Provider's gross negligence or willful misconduct.

Except for liability arising from gross negligence, willful misconduct or indemnification obligations, the parties' aggregate liability under this Agreement shall not exceed the total fees paid by Recipient to Provider under this Agreement. Cap on liability:

TESTING, QUALITY AND RECALLS

Provider shall provide a certificate of analysis for each batch shipped. Recipient may, at its expense, perform independent testing within days of receipt to confirm conformance. If a material nonconformity is confirmed, Provider will, at its option, replace nonconforming product or refund the purchase price for the affected batch.

In the event of a recall for any reason, the parties shall cooperate in good faith to mitigate harm, with the initiating party bearing recall costs attributable to its actions or 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

This Agreement, including all exhibits and purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings and negotiations, whether written or oral. Any amendment must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. The waiver of any breach shall not constitute a waiver of any other breach. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or in connection with a merger or sale of substantially all assets.

Sign Now