Label Specification Document

LABEL SPECIFICATION DOCUMENT

This Label Specification Document (the "Agreement") is entered into on between Client Name: and Supplier Name: .

WHEREAS

WHEREAS, Client requires printed labels conforming to the technical specifications and quality standards set forth herein for use on Client products and packaging; and

WHEREAS, Supplier has represented that it has the facilities, equipment and expertise to manufacture, print, and deliver such labels in accordance with the specifications, timelines and testing procedures set forth in this Agreement; and

WHEREAS, the parties desire to document the label design, materials, testing, approval, pricing and delivery terms that will govern production runs and acceptance of finished goods.

SCOPE OF WORK

LABEL SPECIFICATIONS

Pressure-sensitive    Sleeve    In-mold    Shrink    Other:

ARTWORK, SAMPLE & APPROVAL

Sample approval required: Yes    If yes, sample delivery due by and approval must be provided in writing by Client prior to production.

QUALITY & ACCEPTANCE

PACKAGING & SHIPPING

CHANGE CONTROL

Any change to artwork, materials, tolerances, or production process that could materially affect fit, function, appearance, or compliance must be documented in a written change order signed by authorized representatives of both parties prior to implementation.

Acknowledged: Client and Supplier agree to written change order procedure.

PAYMENT TERMS

Invoices shall be rendered in accordance with the Payment Schedule. Late payments shall accrue interest at the Late Payment Fee specified above and the non-defaulting party may withhold further shipments if payments are more than thirty (30) days overdue.

TERM AND TERMINATION

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

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Each party shall treat as Confidential Information all non-public technical, commercial or business information disclosed under this Agreement, including artwork, formulations, production methods and pricing. Confidential Information shall not be disclosed or used except as necessary to perform under this Agreement. Confidentiality obligations survive termination for a period of five (5) years. The foregoing does not apply to information that is lawfully in the public domain or independently developed without use of the other party's Confidential Information.

WARRANTIES; INDEMNITY

Supplier warrants that labels supplied shall conform to the specifications set out in this Agreement, be free from defects in material and workmanship, and be suitable for the intended purpose. This warranty extends for a period of ninety (90) days from delivery. Supplier's sole obligation for breach of this warranty shall be, at Supplier's option, replacement or refund of the purchase price for nonconforming labels. Supplier shall indemnify and hold harmless Client against third party claims arising from Supplier's breach of warranty or defect in manufacture, subject to Client's compliance with inspection and rejection procedures herein.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflict of law principles. Exclusive jurisdiction for disputes shall lie in the courts of that jurisdiction.

ENTIRE AGREEMENT

This Agreement, including any purchase orders, approved artwork, and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior oral or written agreements. No amendment shall be binding unless in writing and signed by authorized representatives of both parties.

NOTICES

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