Private Label Agreement

PRIVATE LABEL AGREEMENT

This Private Label Agreement (the "Agreement") is made and entered into as of Effective Date: by and between Client Name: , a business organized at Address: ("Client"), and Manufacturer Name: , a business organized at Address: ("Manufacturer"). Client and Manufacturer are referred to individually as a "Party" and collectively as the "Parties."

WHEREAS

WHEREAS, Manufacturer manufactures and supplies finished goods and has the capability to produce products to Client's specifications; and

WHEREAS, Client desires to retain Manufacturer to produce, package, and deliver certain products under Client's brand and labeling in accordance with the terms and specifications set forth herein; and

WHEREAS, Manufacturer agrees to manufacture and supply such products for Client on a private label basis subject to the terms of this Agreement.

1. SCOPE OF WORK

1.1 Services. Manufacturer shall manufacture, package, label, and deliver the products described in the product specifications attached or described below in accordance with Client's specifications and the quality standards set forth in this Agreement.

2. PRODUCT, PACKAGING AND LABELING

2.1 Manufacturing Standards. Manufacturer shall manufacture products in accordance with the specifications, good manufacturing practices, and all applicable laws. Manufacturer shall permit Client to inspect facilities and production records upon reasonable notice.

2.2 Packaging and Labeling. All packaging, labeling, inserts and trademarks applied to the products shall be as provided or approved in writing by Client. Final artwork and labels require Client's prior written approval to be provided to Manufacturer within calendar days of submission.

3. PAYMENT TERMS

3.1 Price. The price for the goods produced under this Agreement shall be Total Contract Amount: Currency:

3.2 Payment Schedule. Client shall pay Manufacturer in accordance with the following schedule: Invoices are due within days of receipt unless otherwise agreed in writing.

3.3 Late Payment. Any undisputed overdue amounts shall accrue interest at the lesser of (a) % per month, or (b) the maximum rate permitted by law. In addition, Client shall be responsible for reasonable collection costs and attorneys' fees incurred by Manufacturer in enforcing payment.

4. TERM AND TERMINATION

4.1 Term. This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

4.2 Termination for Cause. Either Party may terminate this Agreement upon written notice if the other Party materially breaches any obligation and fails to cure such breach within days after receipt of written notice specifying the breach.

4.3 Termination for Convenience. Either Party may terminate for convenience upon days' prior written notice to the other Party. Termination under this Section does not relieve Client of its obligation to pay for goods delivered or manufacture in process at the time of termination.

5. CONFIDENTIALITY

5.1 Definition. "Confidential Information" means non-public information disclosed by a Party relating to business, products, formulations, manufacturing processes, pricing, customers, or other proprietary matters, whether disclosed orally, in writing or by inspection.

5.2 Obligations. Each Party shall: (a) hold Confidential Information of the other Party in strict confidence; (b) not disclose such Confidential Information to any third party except as expressly permitted in this Agreement; and (c) use Confidential Information only for performance of its obligations under this Agreement.

5.3 Exceptions and Duration. Confidential Information does not include information that is publicly known through no fault of the receiving Party, independently developed, or rightfully received from a third party. Confidentiality obligations shall survive for three (3) years following termination or expiration of this Agreement, except for trade secrets which shall remain protected for so long as they qualify as trade secrets under applicable law.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Client shall retain all right, title and interest in and to Client's trademarks, trade dress, logos and branded materials provided to Manufacturer ("Client Marks"). Manufacturer shall have no right to use Client Marks except as authorized by this Agreement.

6.2 License. Client grants Manufacturer a limited, non-transferable, non-exclusive license to use Client Marks solely to perform manufacturing, packaging and distribution obligations under this Agreement. All goodwill arising from such use shall inure to Client's benefit.

7. WARRANTIES, INSPECTION AND RETURNS

7.1 Manufacturer Warranty. Manufacturer warrants that products delivered to Client shall conform to agreed specifications, be free from material defects in material and workmanship, and comply with all applicable laws and regulations at the time of manufacture. This warranty shall apply for a period of months following delivery unless a different period is specified in writing.

7.2 Inspection and Rejection. Client shall inspect goods upon receipt and shall notify Manufacturer in writing of any nonconforming goods within days. Upon timely notice, Manufacturer shall, at its option, replace or repair nonconforming goods or issue a credit.

8. INDEMNIFICATION AND LIMITATION OF LIABILITY

8.1 Indemnification by Manufacturer. Manufacturer shall indemnify, defend and hold harmless Client from and against claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of (a) Manufacturer's breach of its representations and warranties; (b) defects in manufacture; or (c) Manufacturer's negligence or willful misconduct.

8.2 Limitation of Liability. Except for liability arising from gross negligence, willful misconduct, breach of confidentiality, or a Party's indemnification obligations, neither Party shall be liable for consequential, incidental, special or punitive damages. Aggregate liability of either Party for any claim arising out of this Agreement shall not exceed the amounts paid by Client to Manufacturer under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

9. COMPLIANCE WITH LAW; RECALLED PRODUCTS

9.1 Compliance. Each Party shall comply with all applicable laws, rules and regulations in the performance of this Agreement, including those governing product safety, labeling, import/export and environmental protection.

9.2 Recalls. In the event of a product recall or safety advisory, the Parties shall cooperate to remove affected product from the marketplace. Costs and responsibilities for recall shall be allocated to the Party whose act or omission caused the need for recall; if not reasonably determinable, costs shall be allocated equitably as determined by the Parties based on fault and control.

10. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of without regard to choice of law principles. The Parties shall attempt in good faith to resolve disputes by negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration conducted in the agreed jurisdiction in accordance with the arbitration rules selected by the Parties.

11. ENTIRE AGREEMENT; AMENDMENT

This Agreement, including any exhibits and schedules duly executed by the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and representations. This Agreement may be amended only by a written instrument signed by authorized representatives of both Parties.

12. MISCELLANEOUS

12.1 Assignment. Neither Party may assign this Agreement without the prior written consent of the other Party, except to an affiliate or successor in connection with a merger or sale of substantially all assets, provided the assignee assumes the obligations hereunder.

12.2 Notices. All notices required or permitted hereunder shall be in writing and delivered to the addresses set forth at the beginning of this Agreement or to such other address as a Party may designate by notice. Notices shall be deemed given upon receipt.

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