Legal Private Label Addendum

Legal Private Label Addendum

This Private Label Addendum (the Addendum) is made effective as of (Effective Date), by and between Supplier Name: , a organized under the laws of , with principal address ; and Private Labeler Name: , a organized under the laws of , with principal address .

RECITALS

WHEREAS, Supplier manufactures, sells or otherwise supplies certain products and owns or controls trademarks, trade names and related intellectual property used in connection with those products (the Products); and

WHEREAS, Private Labeler desires to market, distribute and sell certain Products under Private Labeler’s branding and Supplier is willing to supply Products to Private Labeler on the terms set forth in this Addendum; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to manufacture, labeling, quality control, intellectual property and payment for Products sold under private label arrangements.

NOW, THEREFORE, in consideration of the mutual covenants contained herein and other good and valuable consideration, the parties agree as follows:

1. DEFINITIONS

For purposes of this Addendum, the following terms shall have the meanings set forth below. "Products" means the items identified in the Product Schedule and any substantially similar items produced by Supplier pursuant to this Addendum. "Private Label" means the branding, labeling, packaging and trademarks provided or specified by Private Labeler for use on the Products.

2. SCOPE AND GRANT

2.1 Grant. Subject to the terms of this Addendum and the underlying Supply Agreement, Supplier grants to Private Labeler a exclusive non-exclusive license to have Products manufactured and labeled in accordance with Private Label specifications for the Territory specified in Section 2.3, solely for resale in the ordinary course of Private Labeler’s business.

2.2 Limitation. The license granted is limited to the Products and labeling expressly approved in writing by Supplier. Private Labeler shall not alter Product formulations, components or declared origin without Supplier’s prior written consent.

2.3 Territory. The license is limited to the following territory:

3. PRIVATE LABELING AND APPROVAL

3.1 Product Schedule. Private Labeler shall provide a Product Schedule identifying each Product to be produced under private label. Product Schedule:

3.2 Artwork and Samples. Private Labeler shall deliver artwork, labeling specifications and initial samples for Supplier’s approval. Supplier shall approve or reject samples within calendar days of receipt. Approval shall not be unreasonably withheld. Approved artwork shall not be changed without Supplier’s prior written consent.

4. QUALITY CONTROL; COMPLIANCE

4.1 Standards. Products manufactured under this Addendum shall conform to specifications, samples and quality standards reasonably established by Supplier and to all applicable laws, regulations and industry standards. Private Labeler may provide reasonable quality specifications which Supplier shall use commercially reasonable efforts to meet.

4.2 Inspection and Audit. Supplier shall permit Private Labeler, upon reasonable prior notice and during normal business hours, to inspect manufacturing facilities and records relevant to the manufacture of the Products, provided such inspections do not unreasonably disrupt Supplier’s operations and are subject to confidentiality obligations.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly set forth in this Addendum, each party retains all right, title and interest in and to its preexisting intellectual property. Private Label trademarks and branding provided by Private Labeler remain the exclusive property of Private Labeler.

5.2 Limited License. Private Labeler hereby grants Supplier a non-exclusive, non-transferable license to reproduce and apply Private Labeler’s trademarks and artwork solely for the manufacture, distribution and sale of Products pursuant to this Addendum. Supplier’s use of such marks after termination is limited to sell-off of existing inventory in accordance with Section 7.

5.3 Infringement. Each party shall promptly notify the other of any claim, threatened claim, or suit alleging infringement of third-party intellectual property arising from the Products or labeling. The defending party shall control the defense and settlement of such claims, subject to the other party’s reasonable participation and approval of any settlement that admits liability or imposes monetary obligations on the non-defending party.

6. FEES, ROYALTIES AND PAYMENT

6.1 Fees and Royalties. Private Labeler shall pay Supplier the fees set forth in the Pricing Schedule. Royalty rate (if applicable): . Minimum guarantee (if any): .

6.2 Payment Terms. Payments shall be due within days from invoice. Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. All amounts are payable in the currency specified in the Pricing Schedule.

7. TERM AND TERMINATION

7.1 Term. The term of this Addendum shall commence on the Effective Date and shall continue for an initial period of unless earlier terminated in accordance with this Addendum.

7.2 Termination for Cause. Either party may terminate this Addendum for material breach by the other party if such breach is not cured within days after written notice specifying the breach.

7.3 Effect of Termination. Upon termination, each party shall cease use of the other party’s confidential information and trademarks, except that Supplier may sell off finished goods bearing Private Labeler’s marks for a reasonable sell-off period of .

8. CONFIDENTIALITY

8.1 Confidential Information. Each party agrees to maintain in confidence all non-public information of the other party disclosed in connection with this Addendum and to use such information only for the purposes of performing its obligations hereunder. Confidential information does not include information that is or becomes generally known to the public other than by breach of this Addendum.

8.2 Duration. Confidentiality obligations under this Section shall survive termination of this Addendum for a period of five (5) years, except that trade secrets shall remain subject to protection for so long as they qualify as trade secrets under applicable law.

9. REPRESENTATIONS AND WARRANTIES

Each party represents and warrants that: (a) it has full power and authority to enter into this Addendum and to perform its obligations; (b) performance of this Addendum will not violate any material agreement or legal obligation; and (c) it will comply with all applicable laws and regulations in performing its obligations.

10. INDEMNIFICATION AND INSURANCE

10.1 Indemnification by Private Labeler. Private Labeler shall indemnify, defend and hold harmless Supplier from and against any third-party claims arising out of Private Labeler’s trademarks, labeling, marketing, or modifications to Products not authorized by Supplier.

10.2 Indemnification by Supplier. Supplier shall indemnify, defend and hold harmless Private Labeler from and against any third-party claims arising from Supplier’s manufacture of Products in accordance with specifications provided by Supplier that infringe third-party intellectual property or from Supplier’s negligence in manufacture.

10.3 Insurance. Each party shall maintain commercial general liability and product liability insurance in amounts not less than per occurrence and shall provide certificates upon reasonable request.

11. LIMITATION OF LIABILITY

Except for claims arising from indemnification obligations, willful misconduct, or gross negligence, neither party’s aggregate liability under this Addendum shall exceed , or the total fees paid or payable by Private Labeler to Supplier under this Addendum during the twelve (12) months preceding the event giving rise to the claim, whichever is greater.

12. ASSIGNMENT

Neither party may assign its rights or obligations under this Addendum without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all assets provided the assignee assumes all obligations hereunder.

13. NOTICES

All notices required or permitted under this Addendum shall be in writing and delivered to the parties at the addresses set forth below:

14. GOVERNING LAW

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

15. ENTIRE AGREEMENT; SEVERABILITY

This Addendum, together with the Supply Agreement and any referenced schedules or pricing documents, constitutes the entire agreement between the parties with respect to the subject matter hereof. If any provision of this Addendum is held invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent.

16. AMENDMENT; WAIVER; COUNTERPARTS

No amendment or waiver of any provision of this Addendum will be effective unless in writing and signed by authorized representatives of both parties. Waiver of any breach shall not operate as a waiver of any subsequent breach. This Addendum may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

17. MISCELLANEOUS

Headings are for convenience only and shall not affect interpretation. The parties acknowledge that they have had the opportunity to consult counsel and that any ambiguity shall not be construed against the drafting party.

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