This agreement is between a client and designer, where the designer agrees to create a
packaging system for a particular product created by the client. The designer agrees to
produce the art and packaging plan according to a specific time frame. This agreement
contains key provisions including the expectation of the parties, the services to be
performed, and the price. As drafted, the client acknowledges that the goods are
“custom made goods” as defined under the Uniform Commercial Code. This template
agreement can be modified to ensure that the understandings of the parties are properly
Packaging System Agreement
THIS PACKAGING SYSTEM AGREEMENT is entered into as of the day of
, 20__ (the "Effective Date"), by and between _____________ (the "Designer") and
______________________________ (the "Client").
In consideration of the mutual covenants, warranties and representations contained
herein, the parties hereby agree as follows:
1. Subject to the terms and conditions set forth herein, Designer shall create a packaging
plan, including art, containers, and exterior and interior packaging for a product created by Client
2. Client shall provide a production example of the Product to Designer not later than
________________, 20__. In the event that Client does not deliver the fully working model or
the production examples as provided, the Designer shall have an equal number of days added to
its delivery date for all further work.
3. Designer shall receive as its fee $_______, payable as follows:
_____________ [insert payment schedule].
4. Designer shall complete all services provided for herein no later than ____________,
20__ , subject to any delays provided for herein.
5. Designer shall provide a tentative layout of all art and packaging within ___ days of
the Effective Date. Client shall immediately approve or comment on the proposed design.
Designer and Client shall cooperate in good faith to agree upon a final design plan in keeping
with the need to develop a packaging plan purchasable within the budgetary restraints set forth
6. The packaging shall be appropriate for Client’s target market, and shall be designed so
that on the open market, using first class vendors, the packaging, in quantity, shall be readily
available for $_____ per unit, as of the date of delivery.
7. Designer shall deliver to Client any original artwork, plates or other materials upon
final payment. Client herewith grants to Designer an express lien upon any of Client’s materials
delivered to Designer during the work.
8. Designer shall deliver a first prototype of the packaging to Client no later than
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9. Designer and Client shall participate in a testing program to gauge end user acceptance
of the packaging. Client shall provide sufficient personnel to assist in the testing procedure.
10. Client hereby grants to Designer the right to use of the trade names and trade dress
specified herein, and will indemnify and hold Designer harmless from all such claims. Designer
represents to Client that the Designer’s work is the original work of the Designer and will
indemnify and hold Client harmless from any such claims; provided, however, that certain
packaging which will be recommended by the Designer may be the subject of certain patents,
licensed or licensable by Designer. Any royalties payable for the use of the patents shall be
included in the consideration set forth above.
11. Designer shall keep all of information concerning this project strictly confidential and
shall take reasonable and customary steps to insure that the existence of the Product and the type
of packaging are not publicly revealed prior to the commencement of sales of the Product.
Designer may not reveal any information which is disclosed to Designer by the Client which is
clearly marked as a trade secret or confidential information, unless (a) the material is released
into the public domain by no fault of the Designer, or (b) the information was already known to
12. Client acknowledges that the goods to be made herein are “custom made goods” as
defined in the Uniform Commercial Code of the State of ____________.
13. Designer agrees, for a period of ______years after the Effective Date, it will not act
as a consultant, employee or principal regarding packaging of products which are directly in
competition to the Product, throughout the world. This duty shall be specifically enforceable by
action in any court of competent jurisdiction.
14.1 Entire Agreement. This Agreement, and all exhibits hereto, along with any other
documents or agreements expressly referred to herein, constitutes the entire agreement between
the parties with respect to the subject matter hereof. This Agreement supersedes all previous
agreements between the parties with respect to the subject matter hereof. There are no
agreements, representations or warranties between or among the parties other than those set forth
in this Agreement or in the documents or agreements referred to herein.
14.2 Amendments. No amendment, modification, or supplement to this Agreement shall
be binding on any of the parties unless it is in writing and signed by the parties in interest at the
time of the modification.
14.3 Severability. If any term or provision of this Agreement is determined to be illegal
or unenforceable, such illegal or unenforceable provision shall be stricken from this Agreement,
and shall not affect the legality or unenforceability of this Agreement.
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14.4 Attorneys' Fees. If either party to this Agreement shall bring any action, suit,
arbitration, or other proceeding against the other, declaratory or otherwise, to enforce the terms
hereof or to declare rights hereunder, the party prevailing in such action or proceeding shall be
entitled to recover attorneys' fees and costs incurred in prosecuting or defending the action or
proceeding, and in enforcing any judgment, ruling or award granted therein. As used herein, the
term "attorney's fees" shall include, without limitation, fees and costs incurred in (i) post-
judgment motions and collection actions, (ii)garnishment, levy and debtor and third party
examinations, (iii) appeals and related proceedings, and (iv) discovery.
14.5 Interpretation. The terms of this Agreement have been negotiated by the parties
hereto and all language herein shall be deemed to be the language mutually selected by the
parties to express their intent. This Agreement shall be construed without respect to any
presumption requiring construction against the party causing the instrument to be drafted.
14.6 Counterparts. This Agreement may be executed in two or more counterparts, each of
which shall be deemed an original, but all of which together shall constitute one instrument.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective
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