PRL™ Terms & Conditions

As of 5/21/2025 

Pertaining to Premier Research Labs, LP Contract Manufacturing Agreement (“CMA”), any Private-Labeled Agreement (“PVL”) and any other contract or agreement between PRL and Customer.

1. Proprietary Rights Pertaining to All Products.

All intellectual property rights, or other proprietary rights that rank on par with these, to the Products provided by COMPANY to CUSTOMER pursuant to the Agreement shall remain the sole and exclusive property of and belong to COMPANY.  To the extent the CUSTOMER provides its own unique formulation, or any other designs or materials created independently prior to, or otherwise than in connection with, the Agreement, the CUSTOMER retains the intellectual property rights in such CUSTOMER materials.

1. The COMPANY shall not use materials of any kind made available by CUSTOMER, including CUSTOMER trademarks, for any purpose other than manufacturing the Products for supply to CUSTOMER, shall not make available any such materials to third parties and shall return them promptly to CUSTOMER on written request. For the avoidance of doubt, COMPANY shall not produce or supply any Products bearing any CUSTOMER trademarks for or to any other person whatsoever and shall not produce or supply to any person any products which infringe any CUSTOMER trademarks or assist any other person to do so.
2. The COMPANY shall not, without CUSTOMER’s prior written approval, offer for sale, sell, or supply Products bearing CUSTOMER trademarks to third parties under any circumstances, including if the Products are surplus to CUSTOMER’s requirements, or if CUSTOMER has terminated the Agreement relating to these Products, unless otherwise stated in this Agreement or approved in writing by CUSTOMER.

2. CUSTOMER’s Responsibility for Products.

Other than a breach by the COMPANY of its warranties in Sections 3(a) and 3(b), CUSTOMER acknowledges and agrees that CUSTOMER is solely responsible for all aspects of the Products, including but not limited to, any label content, packaging materials, and all marketing and promotional claims made by CUSTOMER about the Products in any forum or media. Additionally, CUSTOMER is responsible to see that the Products, including, but not limited to, any Product label, formula, ingredient, component, raw materials, or marketing materials fully comply in every respect with all local, state, and federal laws, statutes, rules, orders, and regulations applicable to the Products and their sale in those states, countries, or other jurisdictions in which the CUSTOMER sells the Products.

1. Storage and Disposal Fees. Storage Fees are not part of the Deposit Invoice or Final Invoice. Inactive inventory stored in COMPANY’s warehouse will be billed at the rate of $50.00 per pallet per week, unless otherwise agreed upon by the Parties in writing. Any materials held longer than sixty (60) days without payment will be considered abandoned and will become the property of COMPANY. The COMPANY has the right to sell Stock Products that are not paid for after sixty (60) days and CUSTOMER waives all claims it has or may have against COMPANY for selling the pertinent Stock Product(s) after abandonment. Whether COMPANY is able to sell the abandoned Product(s) or not, CUSTOMER remains liable for paying all storage fees. In addition, there will be a $250/pallet disposal fee for any abandoned Product(s) disposed of by COMPANY or if the CUSTOMER goes out of business and requests COMPANY to dispose of any Custom Product(s). CUSTOMER agrees to pay all such additional storage and/or disposal fees described herein. Furthermore, If CUSTOMER abandons finished Custom Product(s) at COMPANY’s warehouse for more than one hundred and twenty (120) days, CUSTOMER, hereby, assigns all rights in and to the particular Product’s(s’) formula, trademarks, trade dress, product labeling, copyrights, and other intellectual property rights (the “IPR”) to COMPANY, without restriction, worldwide. CUSTOMER further agrees to complete a trademark and copyright assignment with the United States Patent and Trademark Office, and U.S. Copyright Office, as applicable, and shall not oppose or interfere with the use by COMPANY or its licensee or assignee of any of the above IPR.

3. Product Warranty.

The COMPANY warrants to CUSTOMER as follows:

1. Compliance with Specifications. Each Product supplied hereunder shall be manufactured in accordance with Good Manufacturing Practices (“GMP”) Standards, and COMPANY does confirm to CUSTOMER the specifications of all raw material used are sourced from approved manufacturers following strict guidelines for the production, repackaging, control, storage and shipment of ingredients, products, and raw materials.
2. cGMP. COMPANY shall manufacture all Product(s) in accordance with current Good Manufacturing Practices (hereafter “cGMP”) of the United States (“US”) Food and Drug Administration applicable to the Products.
3. Disclaimer of Warranties. EXCEPT AS PROVIDED IN SECTION 3(a) and 3(b), COMPANY EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IT IS THE SOLE RESPONSIBILITY OF CUSTOMER TO DETERMINE THE ADEQUACY OF ALL PRODUCTS FOR ANY INTENDED USE OR SPECIFIC PURPOSE. COMPANY SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR LIABILITY ARISING OUT OF OR RESULTING FROM CUSTOMER’S POSSESSION OR SALE OF THE PRODUCTS, REGARDLESS OF WHETHER SUCH LIABILTY IS BASED IN TORT, CONTRACT OR OTHERWISE AND WHETHER OR NOT SUCH LOSS IS FORESEEABLE. IN NO EVENT SHALL COMPANY, OR ANY OF ITS AGENTS OR AFFILIATES, BE LIABLE TO CUSTOMER OR ANY THIRD PARTIES, FOR ANY INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, CONSEQUENTIAL OR OTHER SPECIAL DAMAGES, WHETHER OR NOT CAUSED BY OR RESULTING FROM ANY NEGLIGENCE OR BREACH OF ANY OBLIGATIONS HEREUNDER BY COMPANY, SUFFERED BY CUSTOMER, ANY END USER AND/OR OTHER THIRD PARTY THAT IN ANY WAY RELATE TO THE ACTIONS CONTEMPLATED BY THIS AGREEMENT AND/OR RESULTING FROM THE USE OR INABILITY TO USE THE PRODUCTS, LOSS OF GOODWILL OR PROFITS, LOST BUSINESS HOWEVER CHARACTERIZED, AND/OR FROM ANY OTHER CAUSE WHATSOEVER, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. EXCEPT FOR COMPANY’S GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, COMPANY’S MAXIMUM LIABILITY TO CUSTOMER UNDER THE AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CUSTOMER FOR THE PRODUCTS DURING THE PREVIOUS ONE (1) YEAR PERIOD. THE REMEDIES AVAILABLE TO CUSTOMER UNDER THIS AGREEMENT ARE EXCLUSIVE. THE PARTIES AGREE THAT THE PROVISIONS OF THIS AGREEMENT ALLOCATE THE RISKS BETWEEN COMPANY AND CUSTOMER AND THAT COMPANY’S PRICING REFLECTS THIS ALLOCATION OF RISK.

4. Representations and Covenants of CUSTOMER.

CUSTOMER represents and warrants to COMPANY and its Affiliates as follows:

1. Compliance with Laws. Each Custom Product shall, if manufactured by COMPANY to the Specifications supplied by CUSTOMER, comply in all respects with all laws, rules, regulations, and orders applicable to said Products and their sale in those states, countries or other jurisdictions in which CUSTOMER sells such Products. Also, the labelling of the Custom Products as directed by CUSTOMER, and any requirements in the Specifications of CUSTOMER for such Products, will fully comply with all applicable laws, rules, regulations, and orders relating to the lawful and safe shipping, handling, storage, sale, and use of the pertinent Custom Products. COMPANY shall not be responsible for any failure of the Custom Products to comply with such requirements, except as a result of a breach by COMPANY of the warranty stated in Sections 3(a) and 3(b).
2. Regulatory Compliance for International Sales. CUSTOMER shall take care of and shall be the only Party responsible for any approval or registration of the Product(s), and related formulation(s), labels and/or claims for export/import, marketing, sale, and/or distribution purposes pertaining to Products, in accordance with any local Regulatory Authority in the country of import. COMPANY shall endeavor to assist CUSTOMER with the required documentation for registration, provided any legalization cost shall be at the own cost of CUSTOMER.
3. Use of CUSTOMER’s Trade Name. CUSTOMER shall use its own trademarks or trade name(s) in relation to the Products and shall be responsible for obtaining and maintaining at its own expense any registration necessary or appropriate for such trademarks or trade name(s).
4. The COMPANY Name, Emblems or Symbols. CUSTOMER shall not use or make reference to, or authorize others to use or make reference to, the names, logos, symbols, trademarks, trade names, service marks or products of COMPANY, or any of its Affiliates, in relation to the Products or in any other manner whatsoever.
5. No Intellectual Property Infringement. CUSTOMER is the owner of all right, title and interest in and to, or the licensee of, any IPR and/or trademarks, trade names, service marks, logos, symbols or copyrighted materials or other intellectual property used by CUSTOMER in association with each Product, their labels, packaging, or any marketing or promotional materials and that such use will not constitute an infringement of the intellectual property rights of any third party and CUSTOMER hereby grants to COMPANY the right to use such IPR and other such described intellectual property in the manufacture of the Products. In relation to any IPR and/or other such intellectual property associated with the Product(s) that is licensed from a third party by CUSTOMER, CUSTOMER warrants and represents to COMPANY that the terms of such license permit CUSTOMER to authorize COMPANY to use the same in accordance with this Agreement.
6. Visitation of COMPANY’s Facilities. During the term of this Agreement, CUSTOMER may designate one or more CUSTOMER employees who shall be allowed, upon execution of an appropriate confidentiality agreement, to visit COMPANY’s facility during normal business hours upon reasonable advance notice for the limited purposes of inspecting the quantity and quality of the Products. In the event the Products are produced in a facility not owned by COMPANY, COMPANY will use commercially reasonable efforts to have such facility inspected, at CUSTOMERS expense, upon request.

5. Indemnification.

1. Indemnification by COMPANY. COMPANY agrees to indemnify, defend, and hold CUSTOMER, its agents, and its employees harmless from and against all claims, liabilities, costs, damages, losses, judgments for damages or expenses (including reasonable attorney’s fees) caused by, arising out of, or resulting solely from a breach by COMPANY of the warranties stated in Sections 3(a) and 3(b). Notwithstanding the foregoing, COMPANY shall have no liability to the extent that any claims, liabilities, costs, damages, losses, judgments for damages or expenses are caused, in whole or in part, by CUSTOMER’s breach of this Agreement or the negligence or intentional misconduct of CUSTOMER, its agents or its employees.
2. Indemnification by CUSTOMER. CUSTOMER agrees to indemnify, defend, and hold COMPANY, its officers, directors, shareholders, agents and employees, or any Affiliates thereof, harmless from and against all claims, liabilities, costs, damages, losses, judgments for damages or expenses (including reasonable attorney’s fees) caused by, arising out of, or resulting from (i) any breach of this Agreement by CUSTOMER, (ii) any warranty or representation made by CUSTOMER being incorrect or breached in any respect, or (iii) the marketing, distribution and/or sale of the Products by CUSTOMER, including but not limited to product liability claims, recalls and class action lawsuits, except to the extent solely caused by COMPANY’s breach of the warranties stated in Sections 3(a) and 3(b). Notwithstanding the foregoing, CUSTOMER shall have no liability to the extent that any claims, liabilities, costs, damages, losses, judgments for damages or expenses are caused solely by COMPANY’s breach of this Agreement or the gross negligence or intentional misconduct of COMPANY, its agents, or its employees.
3. Procedures. If any action, suit, proceeding, or claim is commenced in respect of which a party may demand indemnification, the affected party (“Indemnified Party”) shall notify the other party (“Indemnifying Party”) to that effect with reasonable promptness. The Indemnifying Party shall have the opportunity to defend against the action, suit, proceeding or claim. The indemnified party shall have the right to employ its own counsel and participate in the defense of any matter at its own expense. If the Indemnifying Party fails or refuses to defend a claim for which indemnification is provided under this Agreement, the Indemnified Party may defend at the expense of the Indemnifying Party. Each party shall render to the other assistance as may be reasonably required in connection with the defense of any such matter.

6. Insurance.

CUSTOMER shall, during the term of this Agreement, purchase and maintain in full force and effect complete company insurance coverage with insurance companies rated A- or better in AM Best’s Financial Strength Ratings (FSR) , as provided for below.

1. Product Liability Limits. Initially, CUSTOMER shall carry products liability insurance with cumulative limits of not less than One Million Dollars ($1,000,000.00) per occurrence and Two Million Dollars ($2,000,000.00) in the aggregate, insuring against any and all products liability with respect to the Products. Once sales of the Products collectively reach $10,000,000 in one policy year, CUSTOMER shall increase the cumulative limits of the amount of products liability insurance it carries to not less than Five Million Dollars ($5,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate.
2. General Commercial Limits. General Commercial liability insurance with aggregate limits of not less than One Million Dollars ($1,000,000.00).
3. Additional Insured Endorsement. All CUSTOMER insurance policies required hereunder shall list COMPANY as an additional insured and shall contain a provision that the insurer shall give at least sixty (60) days’ notice to both parties in writing in advance of any cancellation or lapse of any policy. CUSTOMER shall deliver an Additional Insured Endorsement to COMPANY within forty-five (45) days of executing an Agreement. CUSTOMER agrees that its obligations to list COMPANY as an additional insured on the policies described above shall continue for a period of five (5) years after the date of termination of this Agreement. This obligation shall survive the termination of the last active Agreement between the parties.

7. Confidentiality.

1. General. During discussions with each other, COMPANY and CUSTOMER will be furnished or may otherwise come upon information that is proprietary to the other, including but not limited to vendor contacts, research, product-development plans, product processes, formulas, or other non-public information. Due to each party’s inability to determine when the other’s information may be confidential, both parties covenant to treat as confidential all information which they share, or which may otherwise be discovered during contacts with each other (“Confidential Information”). The Parties now and forever covenant to keep confidential all exchanged information, and, without the other party’s prior written consent, they covenant not to disclose Confidential Information to any other person in any manner, in whole or in part, directly or indirectly, unless necessary for Company to perform its obligations under this Agreement or required under a court order or by subpoena (in such event, the Parties shall immediately notify the other in writing of such a requirement).
2. Employees. Each party shall inform all of its employees to whom any such Confidential Information is disclosed of the provisions of this Article 7 and shall take reasonable steps to ensure that they observe these confidentiality provisions.
3. Exceptions. The obligations of the Parties under this clause shall not apply to any information which: 
   1. is public knowledge at the time of this Agreement or subsequently becomes public knowledge through no act or failure to act on the part of the recipient, its employees, its agents, or its Affiliates;
   2. is known to the recipient at the time of disclosure or which is subsequently disclosed to the recipient by a third party who is not under an obligation to maintain the secrecy of the information;
   3. that can be shown by written documentation to have been developed by a party independently of and without reference to the Confidential Information; or 
   4. is required to be disclosed by law.

      d. Enforcement of Covenants. The Parties acknowledge that in the event of a breach of the covenant of confidentiality, the non-breaching party would be irreparably and immediately harmed and could not be made whole by an award of monetary damages. Accordingly, it is agreed that, in addition to any other remedy in law or equity, the non-breaching party will be entitled to seek a temporary restraining order and pre-judgment injunction, to be granted without bond and without proof of actual damages, to halt any improper disclosure of Confidential Information.

8. Term and Termination.

1. Term. Agreements shall commence on the Effective Date contained therein or upon the last date of signature and will continue for a period of one (1) year (the “Initial Term”). Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1) year terms, unless the terminating party gives written notice of its intention not to renew this Agreement no later than ninety (90) days prior to the expiration of the Initial Term or any renewal term.
2. Termination Upon Default. At any time during the term of this Agreement, either party may terminate this Agreement by written notice to the other party if the other party is in material default in the performance of any of its obligations hereunder and fails to remedy such default(s) within: (i) in the case of payment defaults, thirty (30) days after receiving written notice of such payment defaults; or
   (ii) in the case of any other default, ninety (90) days after receiving written notice of such default(s).
3. Termination for Cause. Unless otherwise agreed in writing by the Parties in a separate document, either party may immediately terminate an Agreement by written notice to the other: (i) if the other party has ceased its business activities or has otherwise begun winding up its business affairs; (ii) if bankruptcy, reorganization, arrangement or insolvency proceedings or other proceedings for relief under any bankruptcy or similar law or laws for the relief of debtors are instituted by or against the other party and are consented to or are not dismissed within sixty (60) days after institution; (iii) if a custodian, liquidator, receiver or trustee is appointed for the other party or the major part of its property and is not discharged within sixty (60) days after appointment; (iv) if the other party becomes insolvent or bankrupt, is generally not paying its debts as they become due, makes an assignment for the benefit of its creditors, or makes any comparable arrangement with its creditors, or (v) change in the product’s quality, any other products safety, or any Government investigations or recall of the products.
4. Effect of Termination; Survival of Certain Provisions. Termination for whatever cause of this Agreement shall be without prejudice to the rights of either party arising hereunder or as a result of any default or breach of obligation hereunder that have accrued prior to the date of termination. In the event of termination, CUSTOMER shall receive, and pay COMPANY for, all finished Products ordered and produced up to and including the effective date of termination. With respect to unfinished Products, CUSTOMER shall purchase from COMPANY, at actual cost, all raw materials and packaging components purchased by COMPANY for use in the production of Products. With respect to any work in process started before the day the termination is effective, CUSTOMER shall pay to COMPANY the actual cost of processing (including labor, supplies, utilities, other direct costs, and an allocation of overhead, all as reasonably determined by COMPANY). The termination of this Agreement shall not affect any of the provisions of an Agreement that by their nature are intended to continue after termination.

9. Force Majeure.

In the event that either party is unable to perform any of its obligations under this Agreement because of war, acts of terrorism, civil riot or insurrection, natural disaster, actions or decrees of governmental bodies, fire, flood, explosion, pandemic ,strike, labor disputes, labor shortages, shortage or other unavailability of raw materials or packaging components, equipment or tooling failures, picketing, lockout, transportation embargo or failures or delays in transportation, strikes or labor disputes affecting supplies, acts of God or any other event or cause beyond the reasonable control of the affected party (a “Force Majeure Event”), all obligations of the affected party under this Agreement shall be immediately suspended (except for the obligation to make payments on invoices or other amounts due under this Agreement), provided that the affected party promptly gives the other party notice of the occurrence of the Force Majeure Event. If practicable, the affected party shall use reasonable efforts to eliminate the obstacle(s) preventing its performance. Upon cessation of any Force Majeure Event, this Agreement shall continue in full force and effect and each party shall resume its performance under the Agreement as soon as possible. If a Force Majeure Event asserted as a basis of a party’s nonperformance continues to prevent performance for a period of 90 days, the other party may terminate this Agreement by giving written notice to the nonperforming party before the nonperforming party resumes performance.

10. Change of Ownership

Each party shall inform the other immediately in the event of there being any change in the control or ownership of all or a substantial part of the ownership interest in the party or its business.

11. Assignment.

CUSTOMER shall not assign, transfer or subcontract this Agreement or any part of this Agreement, directly or indirectly, without COMPANY’s prior written consent (which shall not be unreasonably withheld); provided, however, that CUSTOMER may assign its rights and obligations under this Agreement to any present Affiliate of CUSTOMER without the prior written consent of COMPANY, in which case the CUSTOMER shall not be released from any of its obligations, financial or otherwise, under this Agreement. For purposes of this Agreement, “Affiliate” shall mean any company controlling, controlled by or under common control with the party in question. This Agreement shall be binding upon, inure to the benefit of and be enforceable by and against the respective successors and permitted assigns of each of the parties to this Agreement.

12. Notices.

All notices and other communications under this Agreement shall be in writing and shall be deemed to have been duly given upon the earlier of: (i) when personally delivered; or (ii) when sent by express delivery service with charges prepaid and receipt requested to the Parties’ respective addresses set forth in writing between the parties in an agreement or contract, or, if those services are not available, when mailed (postage prepaid) by certified mail with return receipt requested. Any party may change its address by written notice to the other party.

13. Amendments and Waivers.

An Agreement may only be amended by a written instrument specifically referring to the Agreement and the term that is being amended, that is signed by each party to this Agreement or, in the case of a waiver, by or on behalf of the party waiving compliance. The failure of any party at any time to require performance of any provision in any Agreement shall not affect the right at a later time to enforce that or any other provision. No waiver by any party of any condition, or of any breach of any term contained in this Agreement, in any one or more instances, shall be deemed to be a further or continuing waiver of that or any other condition or breach. No course of dealing between the Parties or usage of trade shall be effective to amend, supplement, modify or otherwise alter, in whole or in part, the express terms of this Agreement.

14. Severability.

This Agreement shall be interpreted in all respects as if any invalid or unenforceable provision were omitted from this Agreement. All provisions of this Agreement shall be enforced to the fullest extent permitted by law.

15. Entire Agreement.

The most current written Agreement, together with its incorporated Schedules and Exhibits, contain the entire agreement and understanding of the parties and supersedes all prior agreements, negotiations, arrangements, and understandings relating to the subject matter of the Agreement. No representation, warranty, promise, inducement, or statement of intention has been made by any party to this Agreement that is not embodied in this Agreement or its Schedules or Exhibits and neither party shall be bound by or liable for any other alleged representation, promise, warranty, inducement, or statement of intention. COMPANY’s Affiliates are not parties to this Agreement, but such Affiliates are entitled to the protections and rights afforded to them as provided in this Agreement.

16. No Agency.

This Agreement does not in any way create the relationship of principal and agent or employer and employee between COMPANY and CUSTOMER. Under no circumstances shall COMPANY or its employees be considered to be the agents or employees of CUSTOMER or vice versa. Neither COMPANY nor CUSTOMER shall act or attempt to act or represent itself directly or by implication, as agent or employee of the other or in any manner, assume or create, or attempt to assume or create, any obligation on behalf of or in the name of the other and will not make any representations, guarantees or warranties on behalf of or in the name of the other with respect to any Product or otherwise.

17. Governing Law and Disputes.

The construction, validity and performance of this Agreement shall be governed in all respects by the laws of the State of Texas, without regard to its conflicts of laws provisions. Any dispute arising under or affecting this Agreement shall be resolved exclusively by a state or federal court located in Travis County, Texas. The Parties consent to jurisdiction and venue in such courts.

18. Counterparts.

An Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Scanned PDF signatures shall be binding unless or until original signatures are obtained. 

19. Interpretation.

The section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the Parties and shall not in any way affect the meaning or interpretation of this Agreement.

 

ALL SALES TO CUSTOMER ARE SUBJECT TO THIS AGREEMENT. NO REFUNDS ARE AVAILABLE AFTER THE APPLICABLE, IF ANY, INITIAL FIFTY (50%) DEPOSIT HAS BEEN MADE BY CUSTOMER.