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Packaging Agreement

--------------------, referred to as the Designer, and ---------------------, referred to as the Client, agree:

Designer shall create a packaging system, including art, containers, interior packaging for _____________________, a product created by Client.

Designer shall receive as its fee $------, payable as follows:

The Client acknowledges that the goods to be made herein are "custom made goods" as is provided for by the Uniform Commercial Code.

Client shall provide a full working model, or production examples 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.

The Designer shall complete all services provided for herein no later than subject to any delays provided for herein.

Said packaging shall be appropriate for consumer sale, 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.

Designer shall provide a tentative layout of all art and packaging by ____________________. Client shall immediately approve or comment on the proposed design. Designer and Client shall cooperate in good faith to agree upon a final design scheme in keeping with the need to develop a packaging system purchasable within the budgetary restraints set forth above.

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.

Client represents to Designer that Designer has the right to use of the tradenames and trade dress herein, and will indemnify and hold Designer harmless from all such claims.

Designer represents to Client that the Designer's work is original work of the Designer and will indemnify and hold Client harmless from such claims.

Designer shall keep all of the information concerning this project strictly confidential and shall take reasonable and customary steps to insure that the existence of this product and the type of packaging are not 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:

(b) the information was already known to the Designer.

Designer agrees for a period of (--) months not to act as a consultant, employee or principal regarding packaging of products which are directly in competition to the product designed herein throughout the world. This duty shall be specifically enforceable by action in any court of competent jurisdiction.

Arbitration. Any disputes pertaining to the the said contractual arrangement being affairs that cannot be settled amicably shall be submitted to an arbitrator under the Rules of the American Arbitration Association or like organization in the City of [city], whose award may be reduced to judgment in any court of competent jurisdiction.

Severability. If any provision of this Agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this Agreement is invalid or unenforceable, but that by limiting such provision it would become valid or enforceable, then such provision shall be deemed to be written, construed, and enforced as so limited.

Waiver Of Contractual Right. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this Agreement.

No Representations. Neither party has made any representations nor promises, other than those contained in this agreement or in some further writing signed by the party making the representation or promise.

Interpretation. This Agreement will in all events be construed as a whole, according to its fair meaning, and not strictly for or against a party merely because that party (or the party's legal counsel) drafted the Agreement. The headings, captions, and titles in this legal Agreement are merely for reference and do not define, limit, extend, or describe the scope of this Agreement or any provision herein. Unless the context requires otherwise, (a) the gender (or lack of gender) of all words used in this Agreement includes the masculine, feminine, and neuter, and (b) the word including means including without limitation.

Advice Of Legal Counsel. Each individual party to this Agreement represents and warrants to each other party that such party has read and fully understands the terms and provisions hereof, has had an opportunity to review this Agreement with legal counsel, and has executed this Agreement based upon such party's own judgment and advice of independent legal counsel.

Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid, or unenforceable under any present or future law, then that provision will be fully severable. This Agreement will be construed and enforced as if the illegal, invalid, or unenforceable provision had never comprised a part of this Agreement, and the remaining provisions of this Agreement will remain in full force and effect and will not be affected by the illegal, invalid, or unenforceable provision or by its severance from this Agreement. Furthermore, in lieu of each such illegal, invalid, or unenforceable provision, there will be added automatically, as a part of this Agreement, a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid and enforceable.

Further Assurances. In connection with this Agreement and the transactions contemplated hereby, each party to this Agreement will execute and deliver any additional documents and perform any additional acts that may be necessary or appropriate to effectuate and perform its obligations under this Agreement and the transactions contemplated hereby.

Entire Agreement. This Agreement contains the entire agreement of the parties and there are no other promises or conditions in any other agreement whether oral or written. This Agreement supersedes any prior written or oral agreements between the parties.

This is the entire agreement between the parties and the same may only be modified in writing executed by the parties hereto.

Applicable Law. This Agreement shall be governed by the laws of the State of _____.

Dated: __________________

_______________________________

Designer

_______________________________

Client

This Section for Notary:

ACKNOWLEDGMENT

State of _________

County of ________ [COUNTY]

On [DATE] before me, [NAME OF NOTARY], notary, personally appeared [NAME OF PERSON(S) INVOLVED], personally known to me (or proved to me on the basis of satisfactory evidence) to be the person(s) whose name(s) is/are subscribed to the within instrument and acknowledged to me that he/she/they executed the same in his/her/their authorized capacity(ies), and that by his/her/their signature(s) on the instrument the person(s), or the entity upon behalf of which the person(s) acted, executed the instrument.

Witness my hand and official seal.

Signature ________
Notary

My commission expires: _____

(Seal)