Universal Marking Document

UNIVERSAL MARKING DOCUMENT

This Universal Marking Document ("Agreement") is entered into as of Effective Date: by and between Client Name: with principal address , and Marking Agent Name: with principal address .

RECITALS

WHEREAS, Client manufactures, delivers or controls certain goods, products, packaging, or documentation described as: (the "Goods"); and

WHEREAS, Client desires to have marking, labeling, serialization, coding, or other identification applied to the Goods and desires to engage Agent to perform such marking services under the terms set forth herein; and

WHEREAS, Agent represents that it possesses the expertise, facilities, and personnel necessary to perform the marking services specified in this Agreement in a professional manner.

SCOPE OF WORK

Agent shall perform the marking services described above in accordance with the marking specifications attached or set forth below and in accordance with industry standard practices for the particular type of marking. Agent shall use reasonable care to ensure that markings are durable, legible, and located in the positions specified by Client.

MARKING SPECIFICATIONS

Barcode / QR code   Serial / Lot number   Date / Batch code   Adhesive label application

PAYMENT TERMS

Client shall pay Agent for services performed as follows. Payment shall be made in United States dollars unless otherwise agreed in writing.

Agent shall invoice Client in accordance with the payment schedule. Unless otherwise agreed, payments are due within the number of days specified in the Payment Schedule after receipt of invoice. Overdue amounts shall bear interest at the rate specified above and Client shall be responsible for collection costs, including reasonable attorney fees.

TERM AND TERMINATION

This Agreement shall commence on Start Date: and shall continue until 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 breach is not cured within the notice period set forth above following receipt of written notice specifying the breach. Either party may also terminate for insolvency or cessation of business operations by the other party. Termination shall not relieve Client of its obligation to pay for services performed through the effective date of termination.

CONFIDENTIALITY

Each party (the "Receiving Party") shall treat as confidential and shall not disclose to any third party any nonpublic information, specifications, designs, markings, source code, or business information of the other party (the "Disclosing Party") that is clearly designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). The Receiving Party shall use Confidential Information solely to perform its obligations under this Agreement and shall protect such Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

Confidential Information does not include information that: (a) is or becomes generally available to the public other than as a result of a breach of this Agreement by the Receiving Party; (b) was in the Receiving Party's possession without restriction prior to receipt from the Disclosing Party; (c) is rightfully received 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 required by law provided it gives prompt written notice to the Disclosing Party and cooperates in any reasonable effort to obtain confidential treatment or a protective order.

INTELLECTUAL PROPERTY; OWNERSHIP

All marks, trademarks, logos, designs, and other intellectual property provided by Client for use in the marking process shall remain the sole property of Client. Client grants Agent a limited, non-exclusive, non-transferable license to reproduce and apply such marks solely to perform the marking services described in this Agreement. Agent shall not acquire any ownership rights in Client's intellectual property as a result of performing marking services.

WARRANTIES AND LIMITATION OF LIABILITY

Agent represents that it will perform services in a professional and workmanlike manner consistent with applicable industry standards. EXCEPT FOR THE FOREGOING LIMITED WARRANTY, AGENT MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, AND EACH PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO AGENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of law principles. Venue for any dispute arising out of this Agreement shall lie exclusively in the state or federal courts located in that state.

ENTIRE AGREEMENT

This Agreement, including any attachments, exhibits, and written purchase orders expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, representations, and understandings, whether written or oral. No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or to a successor in interest in connection with a merger, acquisition, or sale of substantially all of its assets.

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