MANUFACTURING AND SUPPLY AGREEMENT DATE 2022

BETWEEN:

(1) 5 Squirrels LTD, a company incorporated in England and Wales with registered number 08873310, whose registered office address is at Unit 8, Industrial House,  Conway Street, Hove, BN3 3LW (the "Supplier"); and
 
(2) The Client as detailed in the invoice for the corresponding manufacturing and supply of goods.

(the "Client").

BACKGROUND

(A) The Client is a designer and distributor of high-quality skincare 
(B) The Supplier has expertise in developing formulations for, and manufacturing, skincare product, in addition to expertise in providing sales and marketing support tools.
(C) The Client wishes to appoint the Supplier and the Supplier wishes to accept the appointment from the Client to manufacture and supply Skincare products and or sales and marketing support tools for the Client on the terms of this Agreement.
OPERATIVE PROVISIONS

1. INTERPRETATION
1.1 In this Agreement, the following defined terms have the meanings set out below:
Applicable Laws
means all laws, regulations, codes, standards determined by any governmental regulatory authority and generally applicable industry whether the same are regional, national or international which apply to the Manufacture and supply of Products throughout the world;

Batch 
means a quantity of Product Manufactured in a single manufacturing batch or slot;

Batch Records
means the Supplier’s records relating to the Manufacture and supply of each Batch;

Business Day 
means a day (other than a Saturday, Sunday or public holiday) in England;

GMP 
means the principles of current ‘good manufacturing practice’ for the Products in England and Wales, as amended and revised from time to time;

Co-Developed Formulations
means those Formulations or aspects of Formulations that have been or are to be developed by the parties jointly, as identified in Schedule 1 or otherwise. For the avoidance of doubt, this shall include colours as applied to formulations;

Components 
means any and all components, active ingredients, raw materials, excipients and packaging materials necessary to Manufacture Products in accordance with the Specifications;

Confidential Information
has the meaning given in clause 24.1;

Client Intellectual Property
means the Intellectual Property Rights in the Client Trade Marks, any Client-Designed Packaging, the Labelling, any Client-Supplied Components;

Client - Designed Packaging
means the Packaging designed by or on behalf of the Client as identified in Schedule 1 (including any Third Party Packaging);

Client - Supplied Components
means the Components supplied by or on behalf of the Clients to the Supplier;

Delivery Date means the date for delivery of Products specified in a Purchase Order in accordance with clause 4.3;

Delivery Location
means the location for delivery of Products specified in a Purchase Order in accordance with clause 4.3;

Disaster 
means any unplanned interruption of the operations of, or inaccessibility to, the Supplier’s manufacturing, shipping or storage facilities during which the Supplier requires relocation of any or all of its operations relating to the Products to an alternative facility or facilities;

Effective Date 
means the date of this Agreement;

Force Majeure Event
means an event beyond the control of a party (or any person acting on its behalf), which by its nature could not reasonably have been foreseen by such party (or such person), or, if it could reasonably have been foreseen, was unavoidable, and includes acts of God, storms, floods, riots, fires, sabotage, strikes or other labour disturbances, epidemics,, pandemics,  civil commotion or civil unrest, interference by civil or military authorities, acts of war (declared or undeclared) or armed hostilities or other national or international calamity, acts of terrorism or failure of energy sources;

Formulation 
means the formulation, specification or other characteristic or quality of a Product or its ingredients or materials, which is created, developed or specified by either or both of the parties for the Products (or any of them);

Insurance has the meaning given in clause 18.1;

Intellectual Property Rights
means patents, rights to inventions, copyright and related rights, trade marks, trade names, domain names, rights in designs, rights in computer software, database rights, rights in confidential information (including know-how), and any other intellectual property rights, in each case whether registered or unregistered, and including all applications (or rights to apply) for, and renewals or extensions of such rights and all similar or equivalent rights or forms of protection which subsist now or will subsist in the future in any part of the world;

Labelling 

means all labels and other written, printed or graphic matter on or accompanying any Product or its Packaging;

Loss 

means all losses, liabilities, damages, costs, claims and expenses howsoever arising including reasonable legal fees on a solicitor and own client basis and other professional advisors’ fees, and disbursements and costs of investigation, litigation, settlement, judgment, interest, penalties and remedial actions;

Manufacture 
means all steps and activities necessary to produce Products in accordance with the Specifications, including, as applicable, the manufacturing, Formulation, filling, Packaging, inspecting, Labelling, testing, quality control and release of Products;

Packaging 
means the packaging for the Products, including both primary packaging (e.g. compacts, cases, tubes, tubs, bottles, applicators etc.) and secondary or external packaging (e.g. shrink-wraps, boxes, cases, bags etc.), including Third Party Packaging;

Personnel 
means employees, consultants, Sub-contractors or any other parties employed or engaged by the Supplier or its Affiliates to perform any of its obligations under this Agreement on its behalf;

PO Number means the reference number to be applied to a Purchase Order by the Supplier in accordance with clause 4.4;

Products means the products and Packaging and as listed in Schedule 1 and any other products or packaging that the parties may agree in writing to add to this Agreement;

Product Information File (PIF) – A record of all elements of product including but not restricted to, Formula, Ingredients, Testing, Results, Manufacturing Method. 

Product Price 
means the price of the Products agreed by the parties in accordance with clause 12;
Purchase Order
Means the purchase order assigned by the Client;

Sales Order
Means the sales order assigned by the Supplier;

Quality Agreement
means an agreement or series of documents between the parties setting out the responsibilities of the parties in relation to the quality of Products manufactured and supplied under this Agreement, as amended by the parties from time to time;

Quality Standards
means the quality standards set out in the Quality Agreement;

Shipment 
means an instalment or shipment of Products the subject of a Purchase Order;

Specifications 
means the technical specifications for the Products and their Packaging and Labelling agreed between the parties and set out in a master product specification document or product dossier signed by the parties and maintained by the Supplier, as amended from time to time by written agreement of the parties;

Sub- contractor
means any individual or entity that is not an employee of the Supplier to whom the performance of any part of its obligations under this Agreement has been subcontracted;

Supplier Intellectual Property
means all Intellectual Property Rights in the Formulations (including Co- Developed Formulations) and the Packaging (other than the Client- Designed Packaging) and all know how and other Intellectual Property Rights necessary to Manufacture the Products, in each case to the extent they do not comprise or incorporate Customer Intellectual Property or the Client’s Confidential Information;

Term 
means the term of this Agreement;

Territory 
means the territory or territories as instructed by the Client to the Supplier from time to time;

Third Party Packaging
has the meaning given in clause 7.1;

TPP Delivery Date
has the meaning given in clause 7.7;

Trade Marks 
means the trade marks, whether or not registered, owned by or licensed to the Client and used on or in relation to the Products, including those listed in Schedule 3; and

VAT 
means value added tax chargeable under the Value Added Tax Act 1994 and any similar replacement or additional tax.

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1.2 Except where the context otherwise requires:
1.2.1 Clause and Schedule headings are included for convenience only and will not affect the construction or interpretation of this Agreement;
1.2.2 any phrase introduced by the words "including", "includes", "in particular", "for example" or similar shall be construed as illustrative and without limitation to the generality of the related general words;
1.2.3 any reference to a clause or Schedule is to the relevant clause or Schedule of this Agreement (as the case may be);
1.2.4 use of the singular includes the plural and vice versa;
1.2.5 any reference to "persons" includes natural persons, firms, partnerships, bodies corporate, corporations, associations, organisations, governments, government bodies, states, foundations and trusts (in each case whether or not incorporated and whether or not having separate legal personality);
1.2.6 the words "day" and "month" mean calendar day and calendar month unless otherwise stated;
1.2.7 a reference to "writing" includes email;
1.2.8 all references to the parties include their permitted successors and assigns.
1.3 Any reference to a statute or provision of a statute includes references to:
1.3.1 that statute or provision as amended, extended or applied by any other provision regardless of whether the other provision became law before or after this Agreement;
1.3.2 any re-enactment of that statute or provision (with or without change); and
1.3.3 any regulation, order, code of practice or similar thing having the force of law made (before or after this Agreement) under that statute or provision or any provision falling within clauses (a) or (b).
1.4 A reference to "good faith" in this Agreement means that the applicable party or parties must:
1.4.1 not act unconscionably, use misleading or deceptive conduct nor any element of duress (including economic duress or threat of enforcing legal rights);
1.4.2 act honestly, providing where relevant honest and objective appraisals of any facts or circumstances; and
1.4.3 meet with and openly discuss issues where relevant, giving due and proper consideration to the views and needs of the other party as against their own views and needs, all in a professional and responsible manner.
1.5 For the avoidance of doubt, good faith does not mean a party is obliged to act contrary to its own interests.
1.6 In the case of and to the extent of any conflict, inconsistency or ambiguity between:
1.6.1 a Purchase Order and any other part of this Agreement, the provisions of the other part of this Agreement shall prevail, unless the parties have expressly agreed in the Purchase Order that the relevant provision of the Purchase Order should prevail;
1.6.2 one or more Purchase Orders, the last Purchase Order shall prevail, unless the parties have expressly agreed otherwise; and
1.6.3 any Quality Agreement, the Specifications and/or Disaster Recovery Plan and any provisions of this Agreement, the provisions of this Agreement shall prevail, unless the parties have expressly agreed in such other document that the relevant provision of that document shall prevail.

2. MANUFACTURE AND SUPPLY OF THE PRODUCTS

2.1 During the Term, the Supplier shall Manufacture and supply, and the Client shall purchase, such quantities of Products as the Client may order in accordance with the terms and conditions of this Agreement. 
2.2 The Client shall have the unrestricted right and licence to use and resell the Products in specified territories under its own trademarks and trade names and in the Packaging, whether on their own, or incorporated in other products or sets, for all purposes with the approval of the manufacturer and relevant regulatory bodies.
3. PURCHASE ORDER (“PO”)

3.1 The Client shall raise Purchase Orders and submit them to the Supplier as required during the Term.
3.2 Each Purchase Order shall:
3.2.1 be given in either writing; electronic data interchange or any other means of electronic interchange and/or API; or orally. If given orally, shall be confirmed in writing or by email within ten (10) Business Days;
3.2.2 specify the type, quantity and Prices of Products ordered; and
3.2.3 the delivery location ("Delivery Location").
3.3, The Client shall assign a PO Number to the Purchase Order, notify the PO Number to the Supplier and the Supplier shall confirm its acceptance of the Purchase Order. The Supplier shall at the same time estimate the date by which the Shipments are to be delivered ("Delivery Date"), 
3.4 The supplier will provide the Client with a Sales Order (SO) or Invoice number within ten (10) Business Days.
3.4 Each party shall use the relevant Sales Order Number in all subsequent correspondence relating to the Purchase Order.

4. FORECASTS

4.1 The Client shall use reasonable endeavors to determine its requirements for the Product.
4.2 If the Supplier anticipates that it will be unable to meet the Customer's forecasted requirements provided in accordance with this clause 5:
4.2.1 the Supplier shall inform the Client in writing as soon as possible.
4.3 It is understood that the forecast constitutes an estimate of the future requirements of the Client and does not constitute any minimum purchase requirement or any binding commitment by the Client to purchase Products.

5. MANUFACTURE and QUALITY 

5.1 The Supplier shall Manufacture and supply the Products in accordance with GMP.
5.2 The Supplier shall comply with all Applicable Laws relating to the Manufacture storage, handling, and delivery of the Products.
5.3 The Products supplied to the Client by the Supplier under this Agreement shall:
5.3.1 conform to the Specifications;
5.3.2 be of satisfactory quality (within the meaning of the Sale of Goods Act 1979, as amended) and fit for any purpose held out by the Supplier or made known to the Supplier by the Client;
5.3.3 be free from defects in design, materials and workmanship and remain so for three (3) months after delivery and in the event that this is not achieved the Client shall be entitled to the appropriate rebate from the Supplier as a result, this is subject to proper and reasonable storage, the Client shall bear all responsibility after re-sale; and
5.3.4 comply with all Applicable Laws.

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6. PACKAGING

6.1. The Supplier shall:
6.1.1 test that packaging is compliant with the product being manufactured in accordance with GMP and applicable laws.
6.1.2 set out the results of the tests in the Product Information File.
6.2 The Supplier shall ensure that the Products are properly packed, secured, stored and transported in such a manner as to enable them to reach their destination in good condition.

7. THIRD PARTY PACKAGING
7.1 To the extent that the Customer supplies, either by way of delivery by a third party or directly from the Client any Packaging (“Third Party Packaging”) to the Supplier, the Supplier shall, require:
7.1.1 the Client to confirm in writing that the packaging is compliant with all aspects of the products labelling requirements and accept all liability for the same, prior to the products being packaged;
7.1.2 in the event that the packaging  does not comply the Client will at it own expense deliver alternative compliant packaging;
7.1.3 The Supplier does not accept any liability for loss or damage which may occur due to any delay in delivery, performance or compatability due to any fault in the client packaging;
7.1.4 The Client shall bear any additional costs of repacking and disposal of packaging.
7.2 The Client and the Supplier shall agree in writing in respect of each Product type (but not in respect of each Purchase Order unless otherwise agreed between the Parties) the number of weeks during the Manufacturing process of a Product that the Supplier requires any Third Party Packaging to be delivered to the Supplier in order for the Supplier to comply with its obligations under this Agreement, and the Client shall use its reasonable endeavours to procure that any such Third Party Packaging in respect of a Purchase Order shall be delivered to the Supplier by no later than the Delivery Date. The Supplier shall not be liable for any late delivery which is due to the Clients late delivery of any packaging.
7.2.1 In the event that packaging received requires additional added elements the delivery date required refers to the delivery of the completed packaging including the additional elements.

8. DELIVERY
8.1 Unless otherwise stated in the relevant Sales Order the Supplier shall deliver all Shipments Ex Works (Incoterms 2010) to the Delivery Location by the Delivery Date and the Client shall make all necessary arrangements to load and collect the Products from the Delivery Location. The Supplier shall without charge provide reasonable assistance to the Customer’s carrier in loading the Products at the Delivery Location.
8.2 The Supplier shall not deliver any Shipment more than ten (10) Business Days in advance of the Delivery Date without the prior written consent of the Customer.
8.3 The Supplier may not deliver Shipments by instalments other than as specified in the Purchase Order without notifying the Customer’s in advance. Where delivery of such other instalments is agreed, references in this Agreement to Shipments shall, where applicable, be read as references to such other instalments.
8.4 If a Shipment is not delivered on the specified Delivery Date or in advance of the Delivery Date in accordance with clause 8.2, provided that the Supplier shall have no liability for any failure or delay in delivering Shipment to the extent that such failure or delay is caused by the Customer's failure to comply with its obligations under this Agreement, the Supplier will ensure that the Client is advised as soon as reasonably possible of the alternative delivery date.
8.5 Each Shipment shall be accompanied by a delivery note from the Supplier showing the SO Number, the date of the Sales Order, the type and quantity of Products included in the Shipment and, where relevant, the outstanding balance of Products covered by the same Sales Order remaining to be delivered.
8.6 If the Supplier requires the Client to return any Packaging materials to the Supplier, that fact must be clearly stated on the delivery note accompanying the relevant Shipment, and any such returns shall be at the Supplier's expense.

9. TITLE AND RISK

9.1 The risk in Products delivered to the Client shall pass to the Client on delivery which, for the avoidance of doubt, shall be the date and time at which the Client takes collection of the Products.
9.2 Title to Products delivered to the Client shall pass to the Client on the receipt of payment, in full without deduction, by the Client to the Supplier for the Products 

10. REJECTED PRODUCTS

10.1 If any Products delivered to the Client do not comply with clause 5.3.3, or are otherwise not in conformity with the terms of this Agreement, then, without limiting any other right or remedy that the Client may have, the Client may, subject to making any rejection claim in writing and the agreement of the Supplier to the valid grounds for rejection:
10.1.1 reject those Products by giving notice, within three (3) days of delivery to the Supplier and:
10.1.2 require the Supplier to replace or refund the rejected Products at the Supplier's risk and expense within thirty (30) days of being requested to do so in writing or require the Supplier to reimburse the Customer for the full price of the rejected Products:
10.1.3 any rejection which does not conform to this clause shall be invalid.
10.2 The Client shall make available to the Supplier any Products rejected, for collection in accordance with the Supplier's instructions.
10.3 In the event that the Clients rejects Products pursuant to clause 10.1, and the agreement of the Supplier that the grounds for rejections are valid, it shall not be liable for any invoice in respect of the rejected Products and shall be entitled to a refund of any monies paid to the Supplier in respect of such rejected Products.
10.4 The Client's rights and remedies under clause 10 are in addition to the rights and remedies available to it in respect of the statutory conditions relating to description, quality, fitness for purpose and correspondence with samples implied into this Agreement by the Sale of Goods Act 1979.
10.5 The terms of this Agreement shall apply to any repaired or replacement Products supplied by the Supplier.
10.6 If the parties dispute whether any Products comply with clause 5.3.3 either party may refer the matter to an independent expert acceptable to both parties (or, in the case of failure to agree, appointed by the President for the time being of the Law Society of England and Wales). The expert will act as an expert and not an arbitrator and his decision will be binding on both parties (except in the case of fraud or manifest error). The parties will share the expert's costs equally.

11. PRODUCT RECALL AND PRODUCT LIABILITY

11.1 If the Client is the subject of a request, claim, court order or other directive of a governmental or regulatory authority to withdraw any Products from the market (“Recall Notice”) it shall immediately notify the Supplier in writing enclosing a copy of the Recall Notice.
11.2 Each party shall give prompt notice by telephone (to be confirmed in writing) to the relevant contact of the other party upon discovery that the Product should be recalled or corrected, or may be required to be recalled or corrected. The Supplier agrees to provide details of any investigation carried out in relation to the Manufacture and supply of the Products and report such investigation to the Client as soon as reasonably possible.
11.3 The decision to initiate a recall or to take some other corrective action, if any, shall be made and implemented by the Client or its customer as appropriate.
11.4 The Client shall have responsibility for handling customer returns of the Products.
11.5 Where the recall of Product is caused by a defective Product or to the extent any recall results from a breach of this Agreement by the Supplier, the cost or relevant portion of cost of any Manufacture and supply of replacement Product including Manufacture and supply of replacement materials will be borne by the Supplier and the Supplier will be responsible for its own costs in providing assistance to the Client in relation to any Product recall. Where the recall of Product is not caused by a defective Product or does not result from a breach of this Agreement by the Supplier, the costs of supply of any replacement Product will be borne by the Client and the Client shall also reimburse the Supplier for any reasonable costs incurred by the Supplier in providing assistance to the Client in relation to any Product recall.
11.6 Should the Supplier become aware of any information or changes which may impact on or affect the registration of the Product with any regulatory authority, it shall notify the Client as soon as reasonably possible and no later than three (3) months’ prior to the launch of the Product in the market by the Client
11.7 If any claim is made against the Client, arising out of or in connection with: (a) the Manufacture of; or (b) any defect in; or any use or application of the Products, the Supplier shall indemnify the Client against all damages or other compensation awarded against the Client in connection with the claim or paid or agreed to be paid by the Client in settlement of the claim and all legal or other expenses incurred by the Client in or about the defence or settlement of the claim limited to the amount paid to the Supplier for that product and the batch which was defective only.
11.8 The Client shall notify the Supplier as soon as practicable after becoming aware of the claim, and take all action reasonably requested by the Supplier to avoid, comprise or defend the claim and any proceedings in respect of the claim, subject to the Client being indemnified and secured to its reasonable satisfaction inline with this clause.

12. PRODUCT PRICES

12.1 The Product Prices will be fixed for a period of one (1) month from the Effective Date. The Product Prices for subsequent PO shall be determined in accordance with clause 12.4.
12.2 The Product Prices are exclusive of amounts in respect of VAT. The Client shall, on receipt of a valid VAT invoice from the Supplier, pay to the Supplier such additional amounts in respect of VAT as are chargeable on a supply of Products.
12.3 The Product Prices are exclusive of the costs of packaging, secondary packaging, screen-printing insurance and carriage of the Products.
12.4 The parties shall discuss prior before each new PO of the Effective Date during the Term to review and, where appropriate, agree changes to the Product Prices ("Product Price Review") and to discuss possible improvements to Manufacturing processes and resulting cost savings, and how such savings may be shared between the parties. Agreed price changes shall take effect through the next PO. In agreeing Product Prices for the following PO  the parties shall have regard to the following factors:
12.4.1 changes to the Supplier's costs of manufacturing the Products;
12.4.2 the volumes of Products ordered by, and supplied to, the Client;
12.4.3 any cost reductions achieved by the Supplier since the last Product Price Review, to the extent that they have not already been taken into account in the Product Prices.
12.4.4 any price increases in Product raw materials and including packaging and transport costs.
12.6 If the Product Prices for the next PO are not agreed by the anniversary for the upcoming PO the Product Prices in force during the previous PO shall apply pending agreement or determination of the new Product Prices. Once the new Product Prices are agreed or determined, they shall apply with effect from the date on which they are agreed, or such future date as the parties may agree.
12.7 The Supplier shall provide all such evidence as the Customer may reasonably request in order to verify:
12.7.1 invoices submitted by the Supplier; and
12.7.2 cost reductions or increases achieved by the Supplier.
12.8 In addition, the Supplier shall, on request, allow the Client to inspect and take copies of (or extracts from) all relevant records and materials of the Supplier relating to the Manufacture and supply of the Products as may be reasonably required in order to verify such matters.

13. TERMS OF PAYMENT

13.1 Unless otherwise agreed the Supplier shall be entitled to invoice the Client for each order when any element of the order is due.
13.2 The Client shall pay each element of any order prior to the Supplier incurring any costs. Through our nominated payment methods stated on the invoices.
13.3 If any amount payable pursuant to or in connection with this Agreement is not paid when it is due, the Supplier may charge the Client interest on the amount due at the rate of four per cent (4%) per annum over the base rate of the Bank of England from time to time calculated on a daily basis for the period from the due date to the date of actual payment in full, both before and after any judgment. The parties agree that such interest is a substantial remedy for late payment of any sum payable pursuant to or in connection with this Agreement in accordance with section 8(2) of the Late Payment of Commercial Debts (Interest) Act 1998.
13.4 If the Client disputes any invoice or other statement of monies due, the Client shall notify the Supplier in writing. Within five (5) working days of delivery of such invoice. The parties shall negotiate in good faith to attempt to resolve the dispute promptly. The Supplier shall provide all such evidence as may be reasonably necessary to verify the disputed invoice or request for payment. Any undisputed part of any invoice shall be paid in accordance with these terms.

14. PRODUCT CHANGES

14.1 The Supplier shall provide the Client with at least one (1) months' written notice ("Affected Product Notice") of any change or discontinuation of a Product ("Affected Product") including a detailed description of any pending change and the reasons for the change or discontinuation. Changes for purposes of Affected Products include but are not limited to changes in Components or processes used in Manufacturing the Product or any regulatory changes.
14.2 The Supplier shall, as soon as practicable following a request from the Client, provide to the Client a sample of sufficient quantity for the Customer to perform a reliability analysis on any changed Affected Product so as to assist the Client in replacing the affected product as efficiently as possible.

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15. DOCUMENTATION AND RECORDS

15.1 The Supplier shall maintain all documentation and records as are required under the Quality Agreement or otherwise for compliance with Applicable Laws. In particular, the Supplier shall maintain a contemporaneous record of all testing and quality procedures used in relation to any Batch. The Supplier will not make any changes to Batch Records or other documentation required in the PIF after the date of issue to the Client.
15.2 The Supplier shall provide Client and its representatives with access to relevant non-commercially sensitive documents and records relevant to the Product and supply of such Product at all reasonable times on Business Days and upon not less than five (5) days’ notice from the Customer. 
15.3 The Supplier shall maintain all documentation and Batch Records for a period of three (3) years from expiry or termination of this Agreement or for such other period as specified in the Quality Agreement.

19. UNDERTAKINGS AND WARRANTIES

19.1 The Supplier undertakes that all services and obligations performed pursuant to this Agreement, including by any Personnel, shall be performed in accordance with the acceptable industry standards of workmanship and in compliance with all Applicable Laws.
19.2 The Supplier and Client warrants that they are authorised to enter into this Agreement; no provision of this Agreement is in conflict with any other agreement to which either is a party or obligation which the Supplier or  Client owes to any third party; and there is nothing to prevent or restrict in any manner the Supplier or Client from granting the rights, title and other interests granted by the Supplier under this Agreement.
19.3 The Supplier warrants that none of the Manufacture of the Products, they supply to the Customer, for their use, keeping, importation into any country or their sale or supply or offer for sale or supply in any country by the Customer, will infringe the Intellectual Property Rights of any third party.

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20. REGULATORY APPROVAL

20.1 The Supplier shall:

20.1.1 obtain and maintain in force during the Term all required licences, permits, certificates, authorisations and approvals from any regulatory authority necessary for the Manufacture of the Products in accordance with this Agreement. 
20.2 If any change is at any time required by a regulatory authority to any Product in order to obtain or maintain any licence, permit, certificate, authorisation or approval, the parties shall consult and cooperate in good faith concerning the nature of such change and the feasibility of effecting the same.
20.3The Supplier shall keep records of the Manufacture and delivery of the Products, and retain samples of such Products as are necessary to comply with manufacturing regulatory requirements applicable to the Supplier, as well as to assist with resolving Product complaints and other similar investigations. Copies of such records and samples shall be retained for a period of three (3) years following the date of Product expiry, or longer if required by law. 

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21. INDEMNITY

21.1 The Supplier shall, to the maximum extent permitted by law and at its sole cost and expense, defend, indemnify, and hold harmless the Customer and its Affiliates, and their respective officers, directors, agents and employees (each an "Indemnified Party") from and against any Loss suffered or incurred in connection with any claim, demand, action or proceedings made, brought or threatened against any of them by any third party ("Claim") as a result of or in connection with:
21.1.1 the Manufacture or supply of or, any defect, in the Products including, but not limited to, a Product recall or product liability claim;
21.1.3 any non-compliance with any Applicable Laws by the Supplier or any Personnel or representative of the Supplier;
21.2 Such liability of the Supplier shall be limited to the sum paid by the Client for any product which is subject to the liability claim, either the batch or within the twelve month period of supply whichever is the lower. 

24. CONFIDENTIALITY

24.1 Each party ("Receiving Party") shall maintain as confidential and shall not disclose to a third party, copy, nor use for purposes other than the performance of this Agreement, any information which relates to another party's or its Affiliates' ("Disclosing Party") business affairs, financial data, pricing, customer lists, projects, economic information, systems, plans, procedures, operations, techniques, technology, unpublished patent applications, trade secrets, know-how, inventions, technical data or specifications, testing methods, research and development activities, clinical studies (including information related to the participants of such studies), marketing strategies, the terms of this Agreement or other confidential or proprietary information (hereinafter "Confidential Information"), and each agrees to protect that Confidential Information with the same degree of care it exercises to protect its own Confidential Information (but in no event less than a reasonable standard of care) and to prevent the unauthorised, negligent, or inadvertent use, disclosure, or publication thereof.
24.2 Each party may disclose Confidential Inf
21.3 The indemnities in clause 21.1 and 21.2 will not apply to the extent that any Claim is based on or arises directly from or in connection with any negligence, wilful misconduct or breach of this Agreement by the Indemnified Party.
21.4 Each party shall give the other party prompt written notice of any fact coming to its attention which may give rise to a claim for indemnification under this Agreement, provided that the Client's failure to promptly notify shall relieve the Supplier of its obligations hereunder to the extent that the Supplier is not materially prejudiced by such failure. The Supplier may, but is not obliged to, assume the defence of any Claim and to such effect may appoint legal counsel responsible for such defence, provided that the Indemnified Party may elect to be represented, at its own expense, in such Claim by counsel of its own choosing. The Client and the Supplier shall cooperate fully in connection with all matters related to the defence of any such Claim irrespective of which party is conducting the defence.
21.5 The Supplier will not make any offers of settlement nor enter into any settlement agreements that would restrict the use of the Products by the Indemnified Parties or subject the Indemnified Parties to any additional obligation with respect to the Products without their prior written consent, such consent not to be unreasonably withheld.

22. LIMITATION OF LIABILITY

22.1 Except under the indemnities in clause 21.1 and 21.2, neither party shall have any obligation or liability to the other party for any exemplary, punitive, incidental, special or consequential damages (including but not limited to loss of profits, revenue, income, business, anticipated savings, business, data or goodwill) whether based on contract, tort (including negligence), strict liability or any other theory or form of action, even if such other party has been advised of the possibility thereof
22.2 Except under the indemnities in clause 21.1 and 21.2  the aggregate liability of each party to the other for all and any breaches of this Agreement, for any negligence or arising in any other way out of the subject-matter of this Agreement, will not exceed the total of two times the amount paid or owed by the Customer to the Supplier under this Agreement.

23. INTELLECTUAL PROPERTY

23.1 The Supplier acknowledges that it has not, nor shall it acquire, any right or interest in any Clients Intellectual Property or any other Intellectual Property Rights owned by the Client except as expressly provided in this Agreement. The Client acknowledges that it has not, nor shall it acquire, any right or interest in any Supplier Intellectual Property or any other Intellectual Property Rights owned by the Supplier except as expressly provided in this Agreement. Each party agrees not to use any Intellectual Property Rights of the other except as expressly licensed under this Agreement or as required for the performance of its obligations under this Agreement.
23.2 As between the parties, the Intellectual Property Rights in all Supplier Intellectual Property shall belong to the Supplier, and the Intellectual Property Rights in all Client Intellectual Property shall belong to the Client in each case whether existing on the Effective Date or arising during the Term. Each party shall enter into any assignments and execute such other documents as are necessary to vest such Intellectual Property Rights accordingly.
23.3 The Client hereby grants to the Supplier a non-exclusive, non-transferable license to use, and have used by any Subcontractor, the Client’s Intellectual Property for the purpose and to the extent necessary to enable the Supplier to comply with its obligations under this Agreement.
23.4 The Supplier undertakes that it will, during the Term or for a period of two (2) years after termination of this Agreement, Manufacture, sell or supply, or license any other person to Manufacture, sell or supply, any product which makes use of or incorporates any of the Clients Intellectual Property or any exclusive Client formulation, packaging or labelling owned by the Client.

Formation of another party only to its own employees, consultants or advisors having a need to know for the purposes of this Agreement (which may include temporary and contract employees, attorneys, technical experts and accountants), provided always that such employees, consultants and advisors have signed a non-disclosure agreement with similar and sufficient clauses protecting the disclosure of confidential information as contained herein or are otherwise bound by such a duty of confidentiality.

24.3 The obligations set forth in clause 24.1 shall not apply to any Confidential Information which the Receiving Party can demonstrate:
24.3.1 is or becomes a matter of public knowledge through no fault of the Receiving party;
24.3.2 except for any Intellectual Property, was rightfully in the Receiving Party's possession in a complete and tangible form before it was received from the Disclosing Party;
24.3.3 is furnished to the Receiving Party on a non-confidential basis from a third party, provided that such third party is not bound by an obligation of confidentiality to the Disclosing Party with respect to such Confidential Information;
24.3.4 is independently developed by the Receiving Party prior to receipt of the Confidential Information; or
24.3.5 is required to be disclosed to comply with applicable laws but only to the extent and for the purposes of such required disclosure and provided that:
(i) the Disclosing Party is promptly notified by the Receiving Party;
(ii) the Receiving Party takes all reasonable actions to obtain confidential treatment for such information and, if possible, to minimise the extent of such disclosure; and
(iii) the Receiving Party takes all reasonable measures to ensure, as far as it is possible to do so, the continued confidentiality of any Confidential Information so disclosed.
24.4 Upon any breach of a party's obligations under this clause, such party shall immediately notify the other, regardless of whether the breaching party deems such breach to be immaterial.
24.5 It is understood and agreed that any breach of this clause 24 may cause irreparable damage and, therefore, the injured party shall have the right to seek equitable and injunctive relief in addition to damages (including reasonable legal fees and expenses) incurred in connection with such breach or by law.

25. TERM AND TERMINATION

25.1 This Agreement shall commence on the Effective Date and shall remain in force for an indefinite period unless or until it is terminated in accordance with the terms of this Agreement or under the general law (the "Term").
25.2 The Client  and the Supplier may terminate this Agreement at any time on at least one (1) months’ written notice to the other.
25.3 In the event that the Customer exercises its rights under clause 25.2 of this Agreement, its liability to the Supplier shall be limited to payment to the Supplier of all costs reasonably incurred by the Supplier in fulfilling the Purchase Order up until the date of receipt of the notice of cancellation or termination, except where the cancellation or termination results from the Supplier's failure to comply with its obligations under this Agreement.
25.4 The Supplier shall, if so instructed by Client, continue to provide services and supply Products under the terms of this Agreement during any notice period. But on a pro forma basis only.
25.4 If one party materially defaults in the performance of its obligations under this Agreement and, if it is capable of remedy, such default is not remedied within thirty (30) days of its receipt of written notice from the non-defaulting party (or, in the reasonable opinion of the non-defaulting party, significant progress is not made towards resolving such default), then the non-defaulting party shall have the right to terminate this Agreement, effective at the end of such 30 day period, and avail itself of any and all rights and remedies to which it may be entitled by law or in equity. In the event of a material default or breach which is not capable of remedy, then the non-defaulting party may terminate this Agreement with immediate effect upon written notice. Notwithstanding the foregoing, the Supplier shall have no right to terminate: (1) Purchase Orders which are not subject to the breach, or (2) the Agreement if the Customer is only in breach of one or more Purchase Orders.
25.6 Either party may terminate this Agreement effective immediately upon written notice to the other party if any step, action, application or proceeding is taken by or in respect of the other party in relation to the whole or any part of its undertaking for a voluntary arrangement or composition or reconstruction of its debts (including any voluntary arrangement as described in the Insolvency Act 1986 or any analogous step, action, application or proceeding taken by or in respect of either party in a different jurisdiction); or if the other party has a receiver (administrative or otherwise), administrator, liquidator or any encumbrancer or security holder take possession of or be appointed over it or any of its assets (including the appointment of an analogous person or official in a different jurisdiction); or if the other party has any distress, execution or other process levied or enforced in any jurisdiction (and not discharged within 7 days) upon the whole or substantially all of its assets; or if the other party ceases or threatens to cease to carry on business or becomes unable to pay its debts or suffers any analogous event in any jurisdiction.
25.7 The Client may terminate this Agreement or any individual Purchase Order with immediate effect by giving written notice to the Supplier in the event that any relevant regulatory authority approval required in connection with the Products is not granted or is withdrawn, or if in Client's opinion, any safety issue arises in connection with the Products.
25.8 Following expiry or termination of the Agreement for any reason, any licences granted under this Agreement shall automatically terminate, and the Supplier shall destroy or return to the Client, at the Client's sole discretion, any materials supplied by the Client and all of Client's Confidential Information which are in its possession or under its control (including all copies) and, on request, certify in writing that it has complied with the requirements of this clause 25.8. Termination shall not affect the rights or obligations of either party accrued as of the effective date of termination or that may arise subsequently with respect to transactions initiated or completed prior to the effective date of termination.
25.9 Miscellaneous. Termination, expiration or abandonment of this Agreement by any means or for any reason shall be without prejudice to the rights and remedies of either party with respect to any antecedent breach of any of the provisions of this Agreement.
25.10 Survival. All rights and obligations of the parties set forth herein that expressly or by their nature survive the expiration or termination of this Agreement shall continue in full force and effect subsequent to and notwithstanding the expiration or termination of this Agreement until they are satisfied or by their nature expire, and shall bind the parties and their legal representatives, successors, and permitted assigns.

27. FORCE MAJEURE

27.1 Neither party (or any person acting on its behalf) shall have any liability or responsibility for failure to fulfil any obligation under this Agreement so long as, and to the extent to which, the fulfilment of such obligation is prevented, frustrated, hindered or delayed as a consequence of a Force Majeure Event. After sixty  (60) consecutive days of suspension of a party's obligations under this Agreement due to a Force Majeure Event, the other party may, at its sole discretion, terminate this Agreement without further liability.
27.2 A party claiming the benefit of this provision shall, as soon as reasonably practicable after the occurrence of a Force Majeure Event:
27.2.1 notify the other party of the nature and extent of such Force Majeure Event; and
27.2.2 use all reasonable endeavours to remove any such causes and resume performance under this Agreement as soon as feasible.

28. ASSIGNMENT AND SUBCONTRACTING

28.1 Assignment. Neither party may assign or transfer this Agreement or any Purchase Order covered hereunder, in whole or in part, or any interest arising under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld. Notwithstanding the foregoing, the Client may without consent assign all of its rights and obligations under this Agreement to an Affiliate, to any successor to the whole of its business or to that part of its business to which the Products relate, or to any licensee of the Products.
28.2 The Supplier may subcontract any part of this Agreement without the consent of the Client, but the Supplier shall continue to be liable for the performance of the subcontractor as though the performance has been undertaken by the Supplier himself. 

29. MISCELLANEOUS

29.1 Further Assurance. Each party shall (at its own expense) promptly execute and deliver all such documents, and do all such things, or procure the execution and delivery of all documents and doing of all such things as are required to give full effect to this Agreement and the transactions contemplated by it.
29.2 Severability. To the extent that any clause, term or provision of this Agreement shall be judged to be invalid or unenforceable for any reason whatsoever, such invalidity or unenforceability shall not affect the validity or enforceability of the balance of such clause, term or provision or any other clause, term or provision hereof. The remaining provisions of this Agreement will remain binding and enforceable, and shall be interpreted so as best to
reasonably effect the intent of the parties. The parties further agree that any such invalid or unenforceable provisions will be deemed replaced with valid and enforceable provisions that achieve, to the extent possible, the business purposes and intent of such invalid and unenforceable provisions.
29.3 Waiver. The failure by a party at any time to enforce any of the provisions of this Agreement shall not be deemed to be a waiver of such or any other provision hereof. No waiver of any portion of this Agreement will be effective unless in writing signed by the waiving party. No waiver of any breach of this Agreement will constitute a waiver of any subsequent breach of the same or any other provision of this Agreement.
29.4 Relationship of the Parties. The parties acknowledge and agree that in performing services under this Agreement, the Supplier shall be acting solely as an independent contractor, and neither the Supplier nor any of its affiliates, or Personnel shall be deemed to be employees of the Customer for any purpose. Neither the Supplier nor the Client shall have the authority to bind, commit or incur any liability on behalf of the other party or to otherwise act in any way as an agent, representative or partner of the other party.
29.5 Notices. All notices under this Agreement shall be in writing, properly addressed and shall be deemed to have been duly given or received upon the earlier of (i) actual receipt, (ii) the date of confirmed delivery according to the records of the postal service if sent by registered or certified mail, return receipt requested, or (iii) the date of confirmed delivery according to the records of a commercially recognised express courier with tracking capabilities or (iv) the date of confirmed transmission if sent by email with confirmation of delivery. 
29.6 Entire Agreement. This Agreement, together with the Schedules, and any Purchase Order hereunder, contains the entire agreement between the parties and supersedes all previous written or oral negotiations, commitments, transactions, or understandings. Each party acknowledges that it has not entered into this Agreement on the basis of or in reliance on any warranty, representation, statement, agreement or undertaking except those expressly set out in this Agreement. Each party waives any claim for breach of this Agreement, or any right to rescind this Agreement in respect of, any representation which is not an express provision of this Agreement. However, this clause does not exclude any liability which either party may have to the other (or any right which either party may have to rescind this Agreement) in respect of any fraudulent misrepresentation or fraudulent concealment prior to the execution of this Agreement.
29.7 Amendments. Except as otherwise set forth herein, this Agreement may be modified only in a written instrument, executed by duly authorised officers of both parties.
29.8 Third parties. The Parties to this Agreement do not intend that any term shall be enforceable by a third party as defined in the Contracts (Rights of Third Parties) Act 1999 under the provisions of that Act.
29.9 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of England and Wales, including all matters of construction, validity, performance and enforcement, without recourse to its conflict of law principles. The parties submit to the non-exclusive jurisdiction of the English courts.

29.10 DISPUTE RESOLUTION  - 
29.10.1 We both agree and acknowledge that any dispute, claim or controversy arising out of or in connection with these terms or the breach, termination, enforcement, interpretation or validity thereof, or to the use of the services or use of the site (collectively “ Disputes”) shall be submitted to arbitration.
29.10.2 If the Parties do not agree upon an arbitrator, either Party may request a nomination from the Chair of the Arbitration.
29.10.3 We both agree and acknowledge that should any dispute arise that an appointment of an officer from The Centre for Effective Dispute Resolution (CEDR) will be made and his/her recommendation will be adopted.
29.10.4 We both agree and acknowledge that each Party retains the right to seek injunctive or other equitable relief in a Court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a Party's copyrights, trademarks, trade secrets, patents or others intellectual property rights.
29.10.5 We both acknowledge and agree that we are both each waiving the right to a trial by jury or to participate as a plaintiff or class expert in any purported class action or representative proceedings.
29.10.6 It is agreed and acknowledged unless both us otherwise agree in writing, the arbitrator may consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceedings.
29.10.7 If this specific paragraph is held un-enforceable, then the entirety of this “Dispute Resolution,” clause will be deemed void.
29.10.8 Except as provided in clause 16.4, this “Dispute Resolution,” section will survive any termination of these terms.