Legal USP Declaration

LEGAL USP DECLARATION

THIS LEGAL USP DECLARATION (the Declaration) is made as of by and between Declarant Name: , having a principal address at (Declarant), and Recipient Name: , having a principal address at (Recipient).

RECITALS

WHEREAS, Declarant develops, maintains, or communicates marketing claims, statements, or product attributes commonly referred to as Unique Selling Propositions or USP Claims; and

WHEREAS, Recipient requires written assurance from Declarant that specific USP Claims provided to Recipient are true, substantiated, lawful, non-misleading, and do not infringe third party intellectual property rights; and

WHEREAS, Declarant is willing to make the representations, warranties, and covenants set forth in this Declaration in consideration of Recipient's reliance on the USP Claims for marketing, sale, or distribution of the products or services identified below.

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

1. DEFINITIONS

1.1 "USP Claims" means the specific marketing statements, product attributes, or performance claims described in the USP Claims field below and any written or electronic materials provided by Declarant to Recipient that assert those statements.

1.2 "Materials" means supporting data, test reports, certificates, and other documentary substantiation held by Declarant that support the USP Claims.

2. DECLARATION OF USP CLAIMS

Declarant hereby declares and warrants that the USP Claims to be relied upon by Recipient are set forth below and are true and accurate to the best of Declarant's knowledge as of the Effective Date. Declarant shall list each USP Claim with sufficient detail and, where applicable, the basis for the claim.

3. REPRESENTATIONS AND WARRANTIES

3.1 Declarant represents and warrants to Recipient that: (a) Declarant has the full corporate or legal authority to provide and permit Recipient's use of the USP Claims; (b) the USP Claims are substantiated by the Materials and such Materials are accurate, genuine, and complete in all material respects; (c) the USP Claims are not false, deceptive, unfair, or likely to mislead a reasonable consumer when used in accordance with Declarant's instructions; and (d) to Declarant's knowledge, the USP Claims and Materials do not infringe, misappropriate, or violate any patent, trademark, copyright, trade secret, publicity right, or other proprietary right of any third party.

3.2 Declarant shall promptly supplement or correct the Materials if Declarant becomes aware that any Material fact or substantiation previously provided is inaccurate or incomplete.

4. INTELLECTUAL PROPERTY AND LICENSE

4.1 Declarant grants Recipient a non-exclusive, non-transferable, revocable license to use the USP Claims solely in connection with Recipient's marketing, sale, and distribution of the products or services described in the USP Claims field, subject to the limitations and quality control provisions set forth herein.

4.2 Nothing in this Declaration transfers ownership of Declarant's intellectual property, and Recipient agrees not to challenge Declarant's ownership or the validity of any patents, trademarks, or copyrights related to the Materials.

5. INDEMNIFICATION

5.1 Declarant shall indemnify, defend, and hold harmless Recipient and its officers, directors, employees and agents from and against any and all losses, liabilities, damages, costs and expenses (including reasonable attorneys' fees) arising out of or resulting from: (a) any breach of Declarant's representations or warranties in this Declaration; (b) any claim that the USP Claims or Materials infringe or misappropriate a third party's intellectual property rights; or (c) any material misrepresentation in the Materials.

5.2 Recipient shall provide prompt written notice to Declarant of any claim for which indemnity is sought, and shall permit Declarant to control the defense and settlement of such claim provided that Declarant does not settle any claim that imposes obligations or liability on Recipient without Recipient's prior written consent.

6. CONFIDENTIALITY

6.1 The Materials disclosed by Declarant to Recipient are Confidential Information. Recipient shall use such Materials solely for the purposes of evaluating and using the USP Claims in accordance with this Declaration and shall not disclose the Materials to any third party except to its employees, contractors, or advisors who have a need to know and who are subject to confidentiality obligations no less protective than those contained herein.

6.2 Confidentiality obligations shall not apply to information that (a) is or becomes generally available to the public other than by breach of this Declaration, (b) was lawfully known to the receiving party prior to disclosure, or (c) is required to be disclosed by applicable law or a court of competent jurisdiction, provided the receiving party affords the disclosing party reasonable notice and opportunity to seek protective relief.

7. USE LIMITATIONS; QUALITY CONTROL

7.1 Recipient shall not alter the substance of the USP Claims or present the USP Claims in a manner that is inconsistent with the Materials. Recipient shall comply with all applicable laws, regulations and industry guidelines in advertising, labeling, and promoting the USP Claims.

7.2 Declarant may, upon reasonable notice, review Recipient's use of the USP Claims to ensure compliance with this Declaration and may require corrective action if usage is materially inconsistent with the Materials or otherwise materially misleading.

8. REMEDIES

8.1 The parties agree that monetary damages may not be a sufficient remedy for a breach of this Declaration and that either party shall be entitled to seek injunctive or other equitable relief in addition to all other remedies available at law or equity.

9. NOTICES

All notices required or permitted under this Declaration shall be in writing and delivered to the addresses below by hand, nationally recognized overnight courier, or certified mail, return receipt requested, and shall be effective upon receipt.

10. MISCELLANEOUS

Governing Law: This Declaration shall be governed by and construed in accordance with the laws of the jurisdiction specified below without regard to conflict of law principles.

Entire Agreement: This Declaration, together with the Materials provided by Declarant and any writing signed by both parties that is expressly incorporated herein, 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.

Severability: If any provision of this Declaration is held to be invalid, illegal or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a substitute provision that achieves the parties' original intent to the greatest extent possible.

Amendments; Waiver: No amendment, modification or waiver of any provision of this Declaration shall be effective unless made in a written instrument signed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver of that right.

Counterparts: This Declaration may be executed in counterparts, each of which shall be an original, and all of which together shall constitute one and the same instrument. A facsimile or electronic signature shall be treated as an original signature for all purposes.

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