Sachet Template

SACHET TEMPLATE

Effective Date:

Parties

RECITALS

WHEREAS, Client Name: desires to obtain specialized sachet design, production, or distribution services described herein; and

WHEREAS, Contractor Name: represents that it has the skill, personnel, and resources to perform the services set forth in this agreement; and

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

SCOPE OF WORK

PAYMENT TERMS

Total Contract Amount: $ . Payments will be made in accordance with the schedule below.

Invoices are payable within days of receipt. Late payments will incur interest at the lesser of (i) a rate of % per month or (ii) the maximum rate permitted by law, plus reasonable collection costs.

TERM AND TERMINATION

Term Commencement Date:

Term Expiration Date:

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 also terminate this Agreement without cause upon days' prior written notice to the other party.

Upon termination, Contractor shall deliver all completed work and reasonably usable work in progress and Client shall pay Contractor for all services performed and reimbursable expenses incurred through the date of termination, subject to set-off for valid claims.

CONFIDENTIALITY

"Confidential Information" means nonpublic information disclosed by a party in any form that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information. Each party agrees to (i) hold Confidential Information in strict confidence, (ii) use Confidential Information solely to perform its obligations under this Agreement, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or professional advisors who have a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully obtained from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information. A receiving party may disclose Confidential Information to the extent compelled by law, provided it gives prompt notice and cooperates with the disclosing party's efforts to seek protective measures.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement will be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles. The parties shall first attempt in good faith to resolve any dispute arising under this Agreement by negotiation between senior representatives. If the dispute is not resolved within a reasonable period, the parties may seek any available remedy in a court of competent jurisdiction.

MISCELLANEOUS

Assignment: Neither party may assign or transfer this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets.

Independent Contractor: Contractor acknowledges that it performs services as an independent contractor and not as an employee of Client. Contractor is solely responsible for all taxes, withholdings and other statutory obligations.

ENTIRE AGREEMENT

This Agreement, together with all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous understandings, proposals, negotiations and agreements, whether written or oral, relating to its subject matter. This Agreement may be amended only by a written instrument executed by authorized representatives of both parties.

NOTICES

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