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Packaging Sale Agreement

AGREEMENT made this ________ day of ________ [Month] 20 __, between ________ [Name] of ________ [Address], hereinafter referred to as "Company", and ________ [Name] of ________ [Address], hereinafter referred to as "Client".

Agreement is as follows:

01. Company shall create a packaging system, including art, containers, interior packaging for [describe in detail], a product created by Client.

02. Company shall receive as its fee $------, [Dollars], payable as follows:

03. Client acknowledges that the goods to be made herein are "custom made goods" as is provided for by the standard government regulations.

04. Client shall provide a full working model, or production examples of the product to Company not later than ________ [Date]. In the event that Client does not deliver the fully working model or the production examples as provided, the Company shall have an equal number of days added to its delivery date for all further work.

05. Company shall complete all services provided for herein no later than subject to any delays provided for herein.

06. 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 $--------, [Dollars] per unit, as of the date of delivery.

07. Company shall provide a tentative layout of all art and packaging by ________ [Date]. Client shall immediately approve or comment on the proposed design. Company 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.

08. Company shall deliver to Client any original artwork, plates or other materials upon final payment. Client herewith grants to Company an express caveat upon any of Client's materials delivered to Company during the work.

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

10. 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.

11. Representations. Each party acknowledges that this agreement has been entered into of his or her volition with full knowledge and information including tax consequences. In some instances, it represented a compromise of disputed issues. Each believes the terms and conditions to be fair and reasonable under the circumstances. No coercion or undue influence has been used by or against either party in making this agreement. Each party acknowledges that no representations of any kind have been made to him or her as an inducement to enter into this agreement other than the representations set forth herein.

12. Modifications. A modification or waiver of any of the provisions of this agreement shall be effective only if made in writing and executed with the same formality as this agreement. Failure of either party to insist upon strict performance of any of the provisions of this agreement shall not be construed as a waiver of any subsequent default of the same or similar nature.

13. No Harassment. Both parties agree not to molest, harass, interfere with, or impose any restraint upon the other, except as set out in this agreement.

14. 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.

15. 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.

16. 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.

17. Notices. Any notice to be given or to be served upon any party hereto must be in writing and may be given by certified or registered mail, but shall be deemed to have been given and received when a certified or registered letter containing such notice, properly addressed with postage prepaid, is deposited with the United States Postal Service. If notice is given in some manner other than by certified or registered mail, it shall be deemed to have been given when delivered to and received by the party to whom it is addressed, Such notices shall be given to the parties hereto at the following addresses:

If to the [Company]:
[name]
[street address]
[city, state, zip]

If to the [Client]:
[name]
[street address]
[city, state, zip]

All such notices and communications shall be deemed to have been duly given when delivered by hand, if personally delivered; three (3) business days after deposit in any United States Post Office, postage prepaid, if mailed; when answered back, if faxed; and when receipt is acknowledge. Any party hereto may change its address for purposes of this paragraph by written notice given in the manner provided above.

18. Force Majeure. Company shall be excused from performing any of Company's obligations under this Agreement that are prevented or delayed by any occurrence not within Company's control, including, but not limited to, destruction or damage to the goods or Company's manufacturing plant, strikes or other labor disputes, floods, fire, accidents, riots, explosions, or any regulations, rules, ordinances, or orders of any governmental authority: federal, state, or local.

19. Termination of Agreement. This agreement may be terminated at any time by the parties written agreement. We agree that from time to time an amendment of this agreement may be desirable and we therefore agree that said amendment may be accomplished by written amendment only.

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

21. Company 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.

22. Company may not reveal any information which is disclosed to Company 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 Company:

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

23. Company 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.

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

25. Governing Law. This Assignment shall be governed, construed and interpreted by, through and under the laws of the State of ________.

IN WITNESS WHEREOF, the parties hereto have caused this instrument to be executed in triplicate on the day and year first above written.

[Signature]

Company

[Company Seal]

[Signature]

Client

[Signature of Witness]

Name of Witness

[Address of Witness]