WHITE LABEL LICENSE AGREEMENT
This is an Agreement entered into on the commencement date by and between ___________________________ (“the Company”) of _____________________________________ (ADDRESS) and ________________________________ (“the Reseller”) of ________________________________. Individually referred to as “Party” and collectively “Parties”.
Background
- The Company offers set beauty products and assists clients with the formulation, production, and in some cases the distribution of the product. The Reseller wishes to offer the products and services of the Company.
- Grant of License
The Company hereby grants to the Reseller a limited, non-exclusive, non-transferable license to offer our services during the Term. The grant of license is subject to the following conditions:
- The Reseller may use this as an offer/lead magnet to an unlimited number of prospects, clients or other parties.
- The Reseller may represent it as your work.
- The Reseller can claim intellectual property ownership of the products.
- The Reseller may add any necessary disclosures or compliance language
- Term and Termination
This Agreement shall commence on ____________________ and shall be effective until terminated by either party by serving the other party notice of termination. Additionally, the contract can be terminated by the following reasons: theft of intellectual property, and failure to comply with the labelling guidelines.
- Restrictions
The Reseller shall not:
- Make any adjustments, changes or alterations to the labels of the product.
- Produce an identical product in another facility.
- Recalls
Reseller shall inspect all Products delivered upon receipt to ensure they conform to his specifications. Product recalls are allowed, however, the Company will not bear responsibility for product recall expenses.
- Fees
The fees and other charges of the Company are described in the fee schedule. The Reseller shall pay the fees to the Company.
- Taxes
The fees set out in the fee schedule are exclusive of all federal, state, municipal, or other government excise, sales, use, value-added, gross receipts, personal property, occupational or other taxes now in force or enacted in the future, and the Reseller shall pay any such tax that the Company may be required to collect or pay at any time in the future with respect to such fees.
- Delivery of Services
The Company shall use reasonable commercial efforts to develop and deliver services to the Reseller including providing product ingredients, allergens, and claims. The Reseller will provide product details to each client based on their product selection. The Reseller understands that the ability of the Company to develop and deliver services depends on a number of factors beyond the control of the Company, especially timely cooperation of the Reseller and its employees. The Company shall notify the Reseller when, and if, it believes the timetable should be shortened or extended.
- Deal Features
Orders are processed through invoicing or the website. Delivery will be made within 14 business days and payment is required prior to the delivery of the products. If you are not satisfied with the quality of the product, notify us within ________ days and return it unused.
- Confidentiality
During the term of this agreement and all times thereafter, neither Party shall disclose confidential information of the other party or use such Confidential Information for any purpose other than in furtherance of this Agreement. Without limiting the preceding sentence, each Party shall use at least the same degree of care in safeguarding the other Party’s confidential information as it uses to safeguard its own Confidential Information. Notwithstanding the foregoing, a Party may disclose Confidential Information:
- If required to do so by a legal process(for example, by a subpoena) provided that such Party shall notify the other Party prior to such disclosure so that the other Party may attempt to prevent such disclosure or seek a protective order; or
- To any applicable governmental authority or as required in the operation of that Party’s business.
- Intellectual Property Rights.
All Product Labels including but not limited to design, content, wording and trademarks shall be the sole responsibility of the Company, including without limitation compliance with all applicable laws and regulations. Company warrants and represents to Reseller that (i) all Labels and Products comply with all applicable laws and regulations and (ii) the Company is the exclusive owner of, or has the enforceable license or right to use, all elements within the products. The Company grants the Reseller a non-exclusive, royalty free license to use the products, labels as well as any related intellectual property rights (including without limitation patents, specification, and formulas) provided by the Company to Reseller in relation to the productions and resale of the products pursuant to the Terms of this Agreement.
- Insurance
All Parties are required to pay, procure and maintain product liability insurance at their sole cost and expense, which a binder copy must be provided annually. 1 M per occurrence, 5k for medical, personal and AVD insurance, I M for products, 2M minimum required insurance. On the Effective Date, each party shall provide the other with a certificate of insurance evidencing that it has such insurance coverage in force.
- Representation and Warranties
Reseller warrants and represents that all Products tendered under this Agreement shall (i) conform to the applicable specification and (ii) be free and clear of any liens or encumbrances. Reseller further warrants that it has obtained all permits, licenses, certifications, and approvals necessary to supply the Products in accordance with applicable law. Company warrants to Reseller that compliance with Company’s specifications or any other materials or instructions provided the Company to Reseller will not cause the resulting Products or Reseller to be in violation of any applicable federal, state, and local laws, rules and regulations.
- Mediation
The Parties agree to voluntarily meditate in case there are disputes arising out of the provisions of this Agreement.
- Governing Law
The agreement shall be governed by the internal laws of South Carolina without giving effect to the principles of conflict of laws. Each Party hereby consents to the personal jurisdiction of the Federal State Courts located in South Carolina.
- Binding effect
This Agreement shall inure to the benefit of respective heirs, legal representatives and permitted assigns of each Party, and shall be binding upon their heirs, legal representatives, successors and assigns of each Party.
- Entire Agreement
The Agreement constitutes the entire agreement between the Company and the Reseller and supersedes all prior agreements and understandings.
IN WITNESS WHEREOF, the Parties execute the agreement as follows:
Representative Name: _______________________
Representative Title: ______________________
Signature: ___________________
Date: _________________
Representative Name: _______________________
Representative Title: ______________________
Signature: ___________________
Date: _________________
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