Representative Label Template

REPRESENTATIVE LABEL TEMPLATE

Parties and Effective Date

Effective Date: .

Recitals

WHEREAS, Client desires to engage Representative to prepare, design, print and/or supply product labels, artwork and associated labeling materials for Client's products in accordance with the specifications set forth in this Agreement; and

WHEREAS, Representative represents that it has the necessary expertise, facilities and authority to perform label design, proofing and production services and to act on Client's behalf in obtaining packaging approvals and related labeling services as expressly authorized herein; and

WHEREAS, the parties desire to set forth the terms and conditions under which Representative will provide labeling services and related deliverables to Client.

Scope of Work

Representative shall perform labeling services as described in this Section and in any schedule or specification approved in writing by the parties. Representative's responsibilities include, without limitation: artwork creation and revisions, proof generation, production coordination, prepress and print approval, and delivery of final label files or printed labels as specified below.

Payment Terms

Client shall pay Representative the fees described below in consideration for the services. All fees are exclusive of taxes, duties and shipping unless otherwise stated. Representative shall invoice Client in accordance with the payment schedule below.

Invoices are due within the payment terms set forth in the invoice. If any amount is not paid when due, Representative may suspend performance and shall be entitled to interest or late fees as set forth above and to recover all costs of collection, including reasonable attorneys' fees.

Term and Termination

This Agreement shall commence on the Start Date and remain in effect until the End Date, unless earlier terminated as provided herein.

Either party may terminate this Agreement for material breach by the other party if such breach is not cured within the notice period specified above following written notice. Termination shall not relieve Client of its obligation to pay for work performed and costs incurred through the effective date of termination.

Confidentiality

Each party (the "Receiving Party") shall maintain in confidence all confidential or proprietary information disclosed by the other party (the "Disclosing Party") in connection with this Agreement, including but not limited to label formulations, art files, pricing, customer lists and production methods ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall not disclose Confidential Information to any third party except as necessary to perform the services and only under a written obligation of confidentiality at least as restrictive as this provision.

Confidential Information does not include information that (a) is or becomes publicly available other than through a breach of this Agreement, (b) was known to the Receiving Party prior to disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of the Disclosing Party's Confidential Information. The obligations in this section shall survive termination for a period of three (3) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets.

Intellectual Property and Approvals

Unless otherwise agreed in writing, Client shall retain ownership of all brand trademarks and underlying product intellectual property and grants Representative a limited license to use such materials solely to perform this Agreement. Representative grants to Client all right, title and interest in original label artwork created under this Agreement upon full payment of fees. Representative warrants that any work produced is original or properly licensed and will not infringe third-party rights.

Client shall provide timely approvals of proofs. If Client requests changes beyond the agreed number of revisions, Representative may charge additional fees at the rates set forth in the payment schedule or an agreed change order.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state identified below, without regard to conflict of laws principles. The parties submit to the exclusive jurisdiction of the courts located in that state for the resolution of disputes arising under this Agreement.

Indemnification

Each party shall indemnify and hold harmless the other party from and against any claims, liabilities, losses and expenses (including reasonable attorneys' fees) arising out of a breach of representations, warranties or obligations under this Agreement or arising from the indemnifying party's negligence or willful misconduct.

Entire Agreement

This Agreement, together with any documents incorporated by reference and any executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be binding unless executed in writing by authorized representatives of both parties.

Signatures

Sign Now