Production Labels Template

PRODUCTION LABELS TEMPLATE AGREEMENT

Parties

Recitals

WHEREAS, Client Name: is the owner of the brand and trademarks associated with the products identified herein; and

WHEREAS, Manufacturer Name: has capabilities to produce, print, and deliver production labels in accordance with the specifications below; and

WHEREAS, the parties desire to set forth the material terms and conditions governing the manufacture and delivery of production labels for the Client's products.

Scope of Work

The Manufacturer shall design, print, and supply production labels strictly in accordance with the label specifications and approval procedures set forth in this Agreement. The Manufacturer shall manufacture labels consistent with the approved proofs, comply with production tolerances, and maintain documentation of production runs and quality control inspections.

Label Specifications

Product Name:    SKU:    Batch/Lot Format:

Production Date Format:    Expiration Date Format:    Net Quantity and Unit:

Label Dimensions:    Material:    Finish/Adhesive:

Barcode / GTIN:    Allergen/Regulatory Statements:

Artwork Reference #:    Revision #:    Print Run Quantity:

Sample Approval Required:    Final Proof Required Before Full Run:

Quality Control & Acceptance

Manufacturer shall perform quality control inspections on each print run. Acceptance criteria include color match within agreed tolerances, correct die-cut dimensions, adhesive performance tests, and barcode scannability. Manufacturer shall retain production records for three years and provide upon reasonable request.

Acceptance Sample Size:    Reject/Remake Tolerance:

Payment Terms

Total Fee for Production Labels:

Payment Due Within:    Late Fee:

Invoices shall include purchase order number and artwork reference. Payment disputes must be raised within ten (10) business days of invoice receipt. Except for bona fide disputes, failure to pay when due shall permit Manufacturer to suspend further production.

Term and Termination

Effective Date:    Term End Date:

Either party may terminate this Agreement for convenience upon written notice of days to the other party. Termination for cause (material breach) shall be effective if the breaching party fails to cure within thirty (30) days following written notice specifying the breach.

Upon termination, Manufacturer shall complete any in-process orders accepted prior to termination and shall deliver completed labels upon payment of outstanding amounts. Client shall pay for all work performed up to termination date.

Confidentiality

Each party acknowledges that it may receive confidential or proprietary information from the other party relating to products, artwork, pricing, and business practices. Each party agrees to (i) hold such information in strict confidence, (ii) use it solely for performance under this Agreement, and (iii) not disclose it to any third party except to employees, contractors, or affiliates on a need-to-know basis who are bound by confidentiality obligations no less protective than those herein.

Confidentiality obligations do not apply to information that is or becomes publicly known through no fault of the receiving party, is rightfully received from a third party without restriction, or is independently developed by the receiving party without use of the disclosing party's confidential information. Upon termination, each party shall return or destroy confidential materials as directed by the disclosing party.

Warranties; Limitation of Liability

Manufacturer warrants that labels produced shall materially conform to the approved proofs and label specifications. Manufacturer's sole obligation for nonconforming labels shall be, at Manufacturer's option, to replace the nonconforming labels or issue a credit for the defective portion. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH HEREIN, BOTH PARTIES DISCLAIM ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT, AND THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE TO MANUFACTURER FOR THE SPECIFIC LABEL ORDER GIVING RISE TO THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Exclusive jurisdiction for any dispute arising hereunder shall be in the state or federal courts located in said state.

Entire Agreement; Amendments

This Agreement, together with any written attachments or approved artwork proofs specifically incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that Manufacturer may assign to an affiliate or successor in connection with a sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses specified above.

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