Product Label Proofs

PRODUCT LABEL PROOFS

This Product Label Proofs Agreement (the Agreement) is entered into by and between:

Client Name:     Provider Name:

WHEREAS

WHEREAS, Client desires to produce and distribute labels for its products and requires Provider to prepare, review and deliver label proofs for Client's approval prior to production; and

WHEREAS, Provider has the technical capability to prepare digital and/or physical proofs, to incorporate requested revisions and to manufacture labels in accordance with the specifications set forth herein; and

NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as follows:

SCOPE OF WORK

LABEL PROOF DETAILS

Label Name:    SKU:    Proof Version:

Proof Date:    Dimensions (W x H): x

Substrate:    Finish:    Color Mode:

Quantity:    Unit Price:    Estimated Total:

PROOF REVIEW & APPROVAL

Client review options (check appropriate box):
Approve as submitted (no changes)
Approve with minor changes (describe below)
Do not approve — major revisions required (describe below)

REVISIONS AND ADDITIONAL CHARGES

Provider shall implement up to two rounds of revisions included in the initial price. Additional revisions beyond two rounds or changes that alter the agreed specifications shall be billed at Provider's standard rates and shall be payable according to the Payment Terms below. Client acknowledges that changes to artwork, substrate, dimensions, or regulatory copy after approval may require additional tooling or materials and incur additional charges.

PAYMENT TERMS

Late Payment Fee: . Client agrees that overdue amounts may accrue interest and Provider may suspend work until payment is brought current.

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: , unless earlier terminated under this Agreement.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Termination for cause may be immediate if a party materially breaches this Agreement and fails to cure within ten (10) days after written notice.

CONFIDENTIALITY

Each party agrees to keep confidential all proprietary information disclosed in connection with label development, including but not limited to artwork, formulations, product specifications, pricing and marketing plans (Confidential Information). Confidential Information shall not include information that is publicly known or rightfully obtained from a third party. Confidential Information shall be used solely for performance under this Agreement and may not be disclosed to third parties except to employees, subcontractors and agents who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

INTELLECTUAL PROPERTY

Client retains ownership of Client-supplied artwork and trademarks. Provider retains ownership of Provider-created materials until payment in full, at which point rights to the final label artwork as delivered for production shall transfer to Client subject to any licenses expressly reserved by Provider. Provider shall not use Client's trademarks or confidential artwork for any purpose other than performance under this Agreement without Client's prior written consent.

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify the other against losses arising from its breach of representations, warranties, or confidentiality obligations. Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below, without regard to conflict of law principles.

ENTIRE AGREEMENT

This Agreement, including any attached schedules and accepted proofs, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

CONTACTS FOR PROOFS

ACKNOWLEDGMENTS

By signing below, Client acknowledges receipt of the proofs described above and affirms that Client has reviewed all regulatory copy, ingredients, and required product statements. Client understands that approval of proofs constitutes authority to proceed to production and that changes after approval may result in additional charges and production delays.

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