Private Label Service Contract

PRIVATE LABEL SERVICE CONTRACT

This Private Label Service Contract ("Agreement") is entered into as of Effective Date: by and between Service Provider: with principal place of business at and Client: with principal place of business at .

RECITALS

WHEREAS, Service Provider is engaged in the business of manufacturing, packaging and providing services related to products as specified in this Agreement; and

WHEREAS, Client desires to brand, market and sell products under Client's private label and engage Service Provider to perform manufacturing, labeling, packaging and related services in accordance with Client's specifications; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to the manufacture, delivery, acceptance and ownership of private label products and related services.

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

1. DEFINITIONS

1.1 "Products" means the private label goods to be manufactured, labeled, tested and delivered by Service Provider in accordance with the Specifications. 1.2 "Specifications" means the written product specifications, formulas, labels, packaging and quality standards provided by Client and accepted by Service Provider. 1.3 "Confidential Information" has the meaning set forth in Section 8.

2. SCOPE OF SERVICES

Service Provider shall manufacture, assemble, label, package, store and deliver Products pursuant to the Specifications and production schedules mutually agreed in writing. Services shall include quality control, lot traceability and record retention as required by law and by this Agreement.

3. TERM AND TERMINATION

This Agreement shall commence on the Effective Date and continue for an initial term of unless earlier terminated as provided herein. Either party may terminate for convenience upon days' written notice to the other party. Either party may terminate immediately for material breach that remains uncured for thirty (30) days after written notice.

4. FEES, PAYMENT AND TAXES

Client shall pay Service Provider the fees set forth below and in any mutually executed purchase orders. Fees shall be invoiced in accordance with agreed schedules and are payable within days of invoice receipt. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law.

5. SPECIFICATIONS, ACCEPTANCE AND REJECTION

Service Provider shall produce Products that conform to the Specifications. Client shall have the right to inspect and accept or reject Products within a commercially reasonable inspection period. Rejected Products shall be returned or destroyed at Service Provider's expense, and Service Provider shall promptly, at its cost, replace or refund such Products.

6. INTELLECTUAL PROPERTY; PRIVATE LABEL

Client retains all right, title and interest in and to Client's trademarks, trade dress and private label branding (collectively, "Client Marks"). Service Provider shall not use Client Marks except as expressly authorized. All product formulations, tooling designs, artwork and labeling created specifically for Client as a result of this Agreement shall be considered Work Product and, to the extent permitted by law, shall be assigned to Client as a work made for hire. To the extent assignment is not effective, Service Provider hereby irrevocably assigns all right, title and interest in such Work Product to Client.

Service Provider retains ownership of its pre‑existing proprietary processes and manufacturing methods, provided that Service Provider grants Client a perpetual, nonexclusive, royalty‑free license to use any such processes to the extent embodied in the Work Product delivered to Client.

7. CONFIDENTIALITY

Each party shall hold Confidential Information of the other party in strict confidence and shall not disclose it to any third party except to employees, agents or subcontractors who have a need to know and who are bound by comparable confidentiality obligations. Confidential Information does not include information that is publicly known, already lawfully in the receiving party's possession, independently developed without use of the disclosing party's Confidential Information, or rightfully obtained from a third party without restriction.

The confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

8. REPRESENTATIONS AND WARRANTIES

Service Provider represents and warrants that (a) Products will conform to the Specifications and be merchantable and fit for the ordinary purpose for which such products are used; (b) manufacture and delivery of Products will comply with applicable laws, regulations and industry standards; and (c) Service Provider has the right to perform the services and grant the rights set forth in this Agreement.

EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, NEITHER PARTY MAKES ANY OTHER WARRANTY, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

9. INDEMNIFICATION

Service Provider shall indemnify, defend and hold harmless Client and its officers, directors and affiliates from and against any third‑party claims arising out of (i) Service Provider's breach of its representations and warranties, (ii) defects in manufacturing or product contamination attributable to Service Provider, and (iii) violation by Service Provider of applicable laws. Client shall indemnify, defend and hold harmless Service Provider from claims arising out of Client's specifications, Client Marks, or Client's marketing or labeling directions that infringe third‑party rights.

10. LIMITATION OF LIABILITY

Except for liability arising from willful misconduct, gross negligence, fraud, or indemnification obligations under Section 9, neither party shall be liable to the other for consequential, incidental, special, punitive or exemplary damages. The aggregate liability of each party for claims arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the event giving rise to the claim.

11. INSURANCE

Service Provider shall maintain insurance coverage customary for its industry, including commercial general liability, product liability and workers' compensation, in amounts sufficient to cover its obligations under this Agreement. Upon request, Service Provider shall provide certificates of insurance naming Client as an additional insured where appropriate.

12. COMPLIANCE WITH LAW

Each party shall comply with all applicable laws, regulations and industry standards applicable to performance under this Agreement, including labeling, safety, environmental and employment laws. Service Provider shall maintain records necessary to demonstrate compliance and shall provide reasonable access to such records for audits by Client, subject to confidentiality protections.

13. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be delivered by hand, nationally recognized overnight courier, or certified mail, return receipt requested, to the addresses below or to such other address as a party may designate by notice:

14. AMENDMENTS; WAIVER; SEVERABILITY

This Agreement may be amended only by a written instrument executed by both parties. No failure or delay by either party in exercising any right shall operate as a waiver. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect.

15. ENTIRE AGREEMENT; GOVERNING LAW; COUNTERPARTS

This Agreement, together with any exhibits and mutually executed purchase orders, constitutes the entire agreement between the parties and supersedes all prior agreements. This Agreement shall be governed by the laws of the State of without regard to conflict of laws principles. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Electronic or facsimile signatures shall be binding.

16. MISCELLANEOUS

No assignment of this Agreement shall be effective without the prior written consent of the non‑assigning party, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all its assets. The headings in this Agreement are for convenience only and shall not affect interpretation.

Sign Now