Herbal Tea Recipe

HERBAL TEA RECIPE DEVELOPMENT AND TRANSFER AGREEMENT

This Herbal Tea Recipe Development and Transfer Agreement (the Agreement) is made as of Effective Date: by and between Client Name: and Provider Name: (each a Party and together the Parties).

RECITALS

WHEREAS, Provider is experienced in formulating herbal blends and possesses know-how, methods, and a specific herbal tea recipe described herein; and

WHEREAS, Client desires to obtain from Provider the development, documentation, and transfer or license of an herbal tea recipe for commercial use, and Provider is willing to perform such work and transfer rights subject to the terms of this Agreement; and

WHEREAS, the Parties intend to set forth the scope of work, payment terms, confidentiality obligations, and allocation of intellectual property rights in this Agreement.

SCOPE OF WORK

PAYMENT TERMS

Total Fee:

Late Payment Fee: after a grace period of days. Payments not timely made shall accrue interest and fees as specified herein, provided such charges do not exceed maximum lawful amounts.

TERM AND TERMINATION

Term Commencement Date: . Term End Date: .

Either Party may terminate this Agreement for material breach if the breaching Party fails to cure such breach within days after receipt of written notice. Termination shall not relieve Client of payment obligations for work completed through the effective date of termination, including deliverables accepted prior to termination.

CONFIDENTIALITY

For purposes of this Agreement, Confidential Information includes the recipe, ingredient proportions, processing and brewing methods, quality control data, supplier lists, formulations, and any other non-public technical or business information disclosed by either Party. Recipient shall (a) hold Confidential Information in strict confidence; (b) not disclose it to third parties except to employees, contractors, or agents who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) use Confidential Information solely for the performance of this Agreement.

Confidentiality obligations shall continue for a period of five (5) years from disclosure, except that information that qualifies as a trade secret under applicable law shall remain protected for so long as it retains trade secret status.

Recipe designated as Trade Secret: checking this box confirms the Parties' joint designation of the recipe as a trade secret to the extent permitted by law.

OWNERSHIP AND INTELLECTUAL PROPERTY

Unless otherwise agreed in writing, Provider warrants that it has the right to grant the rights described below. The Parties agree that:

Upon full payment of the Total Fee and any final acceptance payment, Provider shall:

Assign all right, title and interest in and to the recipe, formulation, and associated documentation to Client, including any copyrights and trade secret rights to the extent assignable.

Grant Client an exclusive, worldwide license to use, manufacture, and commercialize the recipe, with Provider retaining no rights except as expressly set forth herein.

If neither option is selected, Provider retains ownership and grants Client a limited, non-exclusive license to use the recipe solely as specified in the Payment Schedule and Scope of Work.

REPRESENTATIONS; INDEMNIFICATION

Provider represents and warrants that (a) to Provider's knowledge the recipe and deliverables are original and do not infringe or misappropriate any third-party intellectual property rights; and (b) all herbal materials identified are lawfully sourced and properly disclosed. Client represents that it will comply with applicable labeling, safety, and regulatory requirements when commercializing any product derived from the recipe.

Each Party shall indemnify, defend and hold the other harmless from and against claims, liabilities, damages, losses, and expenses arising from the indemnifying Party's breach of this Agreement, provided the indemnified Party gives prompt written notice and cooperates in the defense.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Agreement, including all schedules, exhibits, and attachments hereto, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations, and discussions, whether oral or written. Any amendment must be in writing and signed by both Parties.

MISCELLANEOUS PROVISIONS

The waiver of any breach or right under this Agreement shall not constitute a waiver of any other breach or right. If any provision of this Agreement is held invalid 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 Party, except to a successor in interest in connection with a merger or sale of substantially all assets.

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