Promotional Terps & Stickers

PROMOTIONAL TERPS & STICKERS AGREEMENT

This Promotional Terps & Stickers Agreement (the Agreement) is entered into as of (Effective Date) by and between:

Client Name:   Client Address:

Supplier Name:   Supplier Address:

WHEREAS

WHEREAS, Supplier is engaged in the formulation, packaging and fulfillment of promotional terpene blends and the production of printed sticker materials and related promotional goods (Promotional Products);

WHEREAS, Client desires to engage Supplier to manufacture, package and deliver Promotional Products for Client's promotional purposes, subject to the terms and conditions set forth in this Agreement; and

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

1. SCOPE OF WORK

Supplier shall provide the Promotional Products in accordance with the specifications, quantities and schedule set forth below. Supplier's obligations include formulation, quality control, packaging, labeling as required by this Agreement, and shipment to the delivery point specified by Client.

2. PRODUCT SPECIFICATIONS, ARTWORK AND APPROVAL

Client shall provide final artwork and product specifications to Supplier in editable format. Supplier will produce a pre-production sample or digital proof for Client approval. Client shall approve or request reasonable revisions within days of receipt; failure to respond shall be deemed approval.

3. PAYMENT TERMS

Client shall pay Supplier for the Promotional Products as set forth below. All amounts are payable in United States Dollars unless otherwise agreed in writing.

Late payments shall bear interest at % per month (or the maximum permitted by law), with a minimum late fee of for overdue invoices.

4. TERM AND TERMINATION

This Agreement shall commence on the Start Date: and shall continue until the End Date: unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party. Termination shall not relieve Client of payment obligations for goods accepted prior to termination.

5. CONFIDENTIALITY

Each party (Recipient) shall keep confidential and not disclose to third parties any nonpublic technical, commercial or financial information of the other party (Discloser) received in connection with this Agreement, except as necessary to perform obligations hereunder. Confidential information does not include information that (a) becomes public through no fault of Recipient, (b) was rightfully in Recipient's possession before disclosure, or (c) is rightfully obtained by Recipient from a third party without restriction.

The obligations of confidentiality shall survive termination or expiration of this Agreement for years.

6. INTELLECTUAL PROPERTY

Client retains all right, title and interest in Client's trademarks, trade dress and supplied artwork. Client grants Supplier a limited, nonexclusive, nontransferable license to use such artwork solely to perform this Agreement. Supplier warrants that any Supplier-created artwork or formulations delivered under this Agreement shall be original to Supplier and, upon full payment, Supplier shall assign to Client all right, title and interest in Supplier-created artwork specifically commissioned under this Agreement, except where otherwise agreed in writing.

7. DELIVERY, INSPECTION AND ACCEPTANCE

Delivery terms: Supplier shall deliver goods FOB shipping point unless the parties agree otherwise in writing. Risk of loss transfers to Client upon delivery to the carrier. Client shall inspect delivered goods within days and shall provide written notice of any nonconformity. Supplier shall, at its option, repair or replace nonconforming goods that are reported in accordance with this Section.

8. REPRESENTATIONS, WARRANTIES & COMPLIANCE

Supplier represents and warrants that the Promotional Products will materially conform to the agreed specifications, be free from material defects in workmanship and materials on delivery, and will be manufactured in compliance with applicable laws and industry standards. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED.

9. INDEMNIFICATION & LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from third-party claims resulting from the indemnifying party's gross negligence, willful misconduct or breach of its representations and warranties. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT OR BREACH OF CONFIDENTIALITY OR INTELLECTUAL PROPERTY OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, courier, or email with confirmation of receipt.

11. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles.

12. ENTIRE AGREEMENT

This Agreement, together with all exhibits and statements of work executed pursuant hereto, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, representations and understandings, whether written or oral. Any modifications to this Agreement must be in writing and signed by authorized representatives of both parties.

13. MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Supplier may assign to an affiliate or successor in interest.

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