VIEWS: 144 PAGES: 5 CATEGORY: Inventory Management and Supply Chain POSTED ON: 12/8/2011
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 set forth.
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 set forth. 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 (the “Product”). 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 above. 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 ______________. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 2 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 the Designer. 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. General 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. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 3 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 Date. © Copyright 2011 Docstoc Inc. registered document proprietary, copy not 4
Pages to are hidden for
"Packaging System Agreement"Please download to view full document