Private labeling

**PRIVATE LABEL SELECTOR AND MANUFACTURING AGREEMENT**
This PRIVATE LABEL SELECTOR AND MANUFACTURING AGREEMENT (the “Agreement”) is executed
between Sugaring Labs LLC, located at 26102 Basswood Avenue, Rancho Palos Verdes, 90275,
California, and the reseller/repacker (hereinafter referred to as “Customer”). Sugaring Labs LLC and
Customer may be individually referred to as the “Party” or collectively as the “Parties.”
Customer shall encompass all subsidiaries, affiliates, partners, and third-party beneficiaries bound by
the terms of this Agreement.
**RECITALS**
Customer and Sugaring Labs LLC mutually acknowledge the following:
A. Sugaring Labs LLC is engaged in the manufacturing and sale of natural and organic cosmetics for
hair removal and other related products and services (the “Products” and/or “Services”), as well as
offering custom formulation and private label contract packaging for Customers who intend to resell
those products under their private label brand (the “Custom Formulation(s)”).
B. Customer intends to purchase via the Private Label Selector from Sugaring Labs LLC and sell
cosmetic products provided by Sugaring Labs LLC, coupled with packaging and product
specifications approved and authorized by Customer.
NOW, THEREFORE, in consideration of the mutual promises and conditions set forth herein, the
Parties agree as follows:
**SECTION 1 – PRODUCTS AND SERVICES**
1.1. Under the terms of the Agreement, Customer agrees to purchase certain Products and/or Services
from Sugaring Labs LLC, and/or engage Sugaring Labs LLC to prepare Private Label product(s) as
detailed below:
1.1.1. Customer acknowledges that Sugaring Labs LLC will formulate and may produce product(s)
based on proprietary formulas exclusively owned and controlled by Sugaring Labs LLC.
Customer acknowledges that all resulting formula(s), processes, or property developed by Sugaring
Labs LLC under this Agreement remain the sole property of Sugaring Labs LLC.
1.2. Supplemental notices provided by Sugaring Labs LLC, including terms and conditions regarding
private labeling services such as production, scenting, containers, labels, and shipping, are hereby
incorporated by reference as integral parts of this Agreement.
1.3. Due to the natural variation of ingredients and manufacturing processes, slight differences in
color, scent, and viscosity from batch to batch are expected. Products will be considered properly
manufactured despite any such variances. Customer assumes responsibility for mitigating the effects
of climate-related conditions during shipping and warehousing by ensuring Products are stored in
suitable climate-controlled conditions. Sugaring Labs LLC is not liable for weather-related effects on
Products once they are outside Sugaring Labs LLC’s control.
Customer agrees to accept any variance in color, viscosity, and scent, as well as any quantity variation
up to 10% (over or under) per item, and will be billed accordingly.
**SECTION 2 – FEES AND PRICING**
2.1 The prices at which Sugaring Labs LLC shall sell, and Customer shall purchase the Private Label
Product(s) as of the Agreement date are specified in the Customer Invoice or noted on the Sugaring
Labs LLC Website. All fees must be paid in advance before work begins. Prices may change without
prior notice, including any increases in the actual cost of ingredients and/or raw materials used in
manufacturing the Product(s).
2.2 All purchase orders and payments are subject to acceptance by Sugaring Labs LLC and, once
accepted, cannot be refunded, returned, credited, exchanged, or canceled for any reason.
Acceptance is defined as the receipt and non-rejection by Sugaring Labs LLC of an order, contract,
and payment from Customer.
2.3 As noted herein, Sugaring Labs LLC is the sole owner of all formula(s), including original Sugaring
Labs LLC bases, Product(s), and final Customer-requested Customized Formulation(s). Stock base
formulations or variations using stock base formulations will not be available for purchase.
2.4 Customer agrees to pay in full for all Private Label Product(s). Any remaining balance is due upon
completion and before final shipment of the order. A signed agreement in the form of this Agreement
is required with the first order before Sugaring Labs LLC schedules production, except where these
terms have been previously agreed to, in which case they apply to all subsequent orders unless
otherwise agreed.
2.5 For Open Account orders, Customer shall pay Sugaring Labs LLC within the established terms
from the invoice date, not from the shipping date or receipt date. For amounts not paid when due,
Customer agrees to pay a late charge of 1.5% per month (18% per annum or the maximum allowed by
applicable law) on unpaid amounts starting ten (10) days after the invoice date until paid in full. If
Sugaring Labs LLC retains a third party due to Customer’s breach or to collect past-due obligations,
all attorneys’ fees and collection costs shall be payable by Customer.
2.6 Payments must be made in U.S. dollars and payable only to Sugaring Labs LLC, sent to their
address. Customer agrees to pay any balance due before shipping by Cashier Check, Visa/
MasterCard. Credit card payments will incur a 4% usage fee on orders over $10,000 USD.
2.7 Customers are encouraged to order preproduction samples and, upon approval of all private label
samples, cannot make alterations unless agreed in writing and signed by an authorized Sugaring Labs
LLC representative. Losses in transit or degradation due to temperature extremes and conditions are
not the responsibility of Sugaring Labs LLC, and replacement costs will be borne by Customer.
2.8 If an Agreement is not signed and/or payment is not made within 5 days of receiving an order, the
order will be canceled. Unless otherwise agreed in writing, upon project completion, any unused
customer-supplied labels, packaging, or ingredients will be shipped back at Customer’s expense.
Sugaring Labs LLC can store residual Customer property for up to six (6) months for a fee, under a
separate Property Storage Agreement.
2.9 Fees and prices do not include applicable sales, use, value-added, excise, or any other taxes,
duties, or charges imposed by federal, state, or other authorities. All such taxes, duties, or charges
are to be paid by Customer in addition to all fees, prices, and expenses invoiced by Sugaring Labs
LLC.
**SECTION 3 – PRIVATE LABEL RESPONSIBILITIES (INGREDIENTS AND PACKAGING)**
3.1 Sugaring Labs LLC Standards – All Products sold by Sugaring Labs LLC comply with U.S. Food and
Drug Administration requirements, adhering to all standards. Sugaring Labs LLC will ensure that all
product(s) developed will be safe for use under the Federal Food, Drug, and Cosmetic Act of 1997, as
of the date of manufacture.
3.2 Customer Responsibility – If Customer stores the Product(s) contrary to Sugaring Labs LLC’s
instructions, mixes them with other ingredients or materials, or alters, modifies, or manufactures them
in any way, any warranty provided by Sugaring Labs LLC is voided, and Customer assumes all
resulting costs, expenses, claims, and liability. Customer must comply with all applicable local, state,
federal, and international regulations related to the ingredients, products, and cosmetics promoted by
Customer, whether for resale or not. Compliance with all regulated testing requirements is solely the
Customer’s responsibility. All required import/export documents are the Customer’s responsibility,
and while Sugaring Labs LLC can assist for a fee, ultimate responsibility remains with the Customer.
Sugaring Labs LLC will not disclose formulation percentages to any authority, so Customers should be
aware of required documentation for their country of export or import.
3.3 Unless otherwise agreed, Sugaring Labs LLC will provide all selected packaging components and
materials, including caps, lids, jars, bottles, seals, and leak prevention measures (collectively, the
“Components”). Customer is responsible for verifying that all Components meet their standards and
are appropriate for the selected product(s). If Customer provides any ingredients, they must supply
the current MSDS and Certificate of Analysis (COA) for each. Customer accepts all financial and other
responsibility for negative effects when using stipulated ingredients.
3.4 Labeling – If Customer requests Sugaring Labs LLC to affix labels, Customer is solely responsible
for all content, including health, storage, safety, and use instructions and claims. Labels will be handapplied and may vary in quality. Customer can apply their own labels, but if Sugaring Labs LLC applies
them, acceptance of application quality is non-negotiable.
3.5 Customers providing their own labels must submit them for preapproval and deliver at least 15%
overage of all labels, packaging, and/or ingredients before Sugaring Labs LLC starts any project.
Delays in Customer-provided components can result in project delays and additional storage fees.
Additional steps like Master Packing, Tamper Evident Seals, Shrink Wrap, Blister Packing, Safety
Discs, Lot Coding, Extra Capping, etc., will incur additional fees. Clear label stock application incurs a
15% fee. Hand labeling may apply to orders of 500 units or less. Customer labels must comply with
FDA and Sugaring Labs LLC specifications. Slight label tilting and height variances are normal and will
not be re-done, refunded, or credited. Sugaring Labs LLC is not responsible for quality issues related
to labels and their application. Customer should allow for a 4% loss on labels.
3.6 Estimates – Time estimates for Services and delivery commence from the date Sugaring Labs LLC
receives 100% of all Customer-provided components. Time estimates are a courtesy and subject to
modification due to circumstances. Customer agrees to deliver all required components within five (5)
days after Agreement execution and order acceptance.
3.7 Testing – Customer is responsible for product testing. Sugaring Labs LLC does not conduct
testing on products, including mixing and combination of Customer-provided ingredients, without
authorization and payment by Customer. Only Sugaring Labs LLC Products (original stock bases) are
represented as “safe for use.”
**SECTION 4 – SHIPPING TERMS**
4.1 All fees, pricing, and delivery of the Product(s) shall be FOB at Sugaring Labs LLC’s shipping dock.
Should Customer request delivery to a specified destination, all associated charges, taxes, and
assessments for shipping, insurance, and freight, as well as the costs and risks of loss or damage to
the Product(s) in transit from Sugaring Labs LLC’s dock to Customer’s delivery point, shall be borne
solely by Customer. Insurance covering the Product(s) during transit should cover no less than the full
invoice price, naming Sugaring Labs LLC as a loss payee or additional insured.
4.2 Customer has the right to specify the delivery time under each purchase order, but cannot request
delivery before a minimum of two (2) weeks from the date Sugaring Labs LLC receives the order,
Agreement, deposit, and 100% of all components. This period can be extended if (i) Customer has not
provided all materials required for the order, (ii) delays occur in obtaining ingredients from suppliers,
(iii) there are acts or omissions by others outside Sugaring Labs LLC’s control, or (iv) other causes
beyond Sugaring Labs LLC’s reasonable control.
**SECTION 5 – INTELLECTUAL PROPERTY**
5.1 Sugaring Labs LLC retains exclusive ownership of trademarks, trade secrets, copyrights,
specifications, formulas, and other intellectual property rights related to Sugaring Labs LLC, the
Product(s), Services, and Custom Formulation(s), except for any private label rights granted to
Customer under this Agreement.
5.2 Customer agrees that the composition and formulation of the Product(s), including chemical
composition, methods, and instructions for formulation, processing, and production, as well as all
intellectual property, processes, know-how, trade secrets, and proprietary information therein
(“Sugaring Labs LLC Intellectual Property”), remain solely Sugaring Labs LLC’s property, except for
any pre-existing rights provided by Customer.
5.3 Customer shall not use Sugaring Labs LLC Intellectual Property for any purpose other than
performing this Agreement. Any custom formulation purchase shall be pursuant to a separate
agreement and purchase terms.
5.4 Customer agrees not to take any action that could damage Sugaring Labs LLC’s interests and
Intellectual Property rights. Customer will not register, nor assist in registering, any Sugaring Labs LLC
Intellectual Property or similar rights worldwide. Customer disclaims any ownership or right to use
Sugaring Labs LLC Intellectual Property without express permission.
**SECTION 6 – CONFIDENTIALITY**
6.1 “Confidential and Proprietary Information” includes (i) ingredients, relative concentrations, and
mixing techniques comprising the Product(s) and/or Custom Formulation(s), and (ii) information about
Sugaring Labs LLC’s business operations, pricing, research and development, financials, and all
Intellectual Property developed by Sugaring Labs LLC.
6.2 Customer shall not disclose Sugaring Labs LLC’s Confidential and Proprietary Information to any
third party without written consent. Customer may only use this information as necessary to perform
this Agreement and shall protect it with at least the same care as its own confidential information. All
Confidential Information must be returned to Sugaring Labs LLC upon request or Agreement
termination.
6.3 Customer acknowledges Sugaring Labs LLC’s proprietary interest in its stock cosmetic bases,
other Product(s), and Custom Formulation(s). Customer agrees not to reverse engineer or duplicate
any part of Sugaring Labs LLC’s Confidential and Proprietary Information.
**SECTION 7 – REPRESENTATIONS AND WARRANTIES**
7.1 Customer represents and warrants to Sugaring Labs LLC:
7.1.1 Customer has the authority to provide all Product specifications, ingredients, labels, packaging,
and materials without infringing third-party rights.
7.1.2 Customer will comply with all applicable laws and regulations in its business jurisdictions.
7.1.3 Customer will comply with all laws and regulations regarding the marketing, sale, and use of the
Products.
7.2 Sugaring Labs LLC represents and warrants to Customer:
7.2.1 Sugaring Labs LLC will maintain FDA approval or authorization for its manufacturing processes
and procedures.
**SECTION 8 – ACCEPTANCE AND LIMITED WARRANTY**
8.1 Acceptance – Customer must notify Sugaring Labs LLC in writing of any products it wishes to
reject within ten (10) business days of receipt. Without such notice, the Product(s) are deemed
accepted.
8.2 Warranty for Defects – If Customer finds Product(s) defective, they must notify Sugaring Labs LLC
in writing within three (3) days of delivery, stating the defects. Customer must return a sample of the
defective Product(s) at their expense. If Sugaring Labs LLC agrees the Product(s) are defective, it will
either cure the defect or refund the purchase price, at Sugaring Labs LLC’s discretion. Without timely
notice, Customer waives all defect claims.
**SECTION 9 – LIMITATION OF LIABILITY AND INDEMNITIES**
9.1 Limitation of Liability – Neither Party, nor their respective officers, directors, shareholders,
employees, or agents, shall be liable for indirect, incidental, consequential, special, exemplary, or
speculative damages, including lost profits or opportunities, arising from this Agreement.
9.2 Sugaring Labs LLC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
9.3 Customer agrees to indemnify and hold harmless Sugaring Labs LLC and its representatives from
any claims, suits, damages, liabilities, and expenses, including attorneys’ fees, resulting from (i)
Customer’s breach of this Agreement, (ii) infringement or defects in Customer-provided
specifications, ingredients, labels, or packaging, and (iii) injuries related to the Product(s) after
leaving Sugaring Labs LLC’s control.
9.4 Sugaring Labs LLC’s total liability under this Agreement shall not exceed the fees received for the
Product(s), Services, or Custom Formulation(s) at issue.
**SECTION 10 – TERM AND TERMINATION**
10.1 This Agreement shall be effective upon the date first set forth and continue for three (3) years or
until all obligations are fulfilled, unless terminated earlier by either Party with 30 days written notice or
upon fulfillment of all responsibilities.
10.2 Either Party may terminate this Agreement upon a material breach by the other Party that remains
uncured for 30 days after written notice.
10.3 Termination shall not affect Customer’s obligation to pay for completed work and expenses. The
Limitation of Liability (Section 9) shall survive termination.
**SECTION 11 – MISCELLANEOUS**
11.1 Amendment – This Agreement may only be modified in writing by mutual agreement of the
Parties.
11.2 No Assignment – Customer may not transfer any rights or obligations under this Agreement
without Sugaring Labs LLC’s written consent.
11.3 Integration – This Agreement is the complete and exclusive statement of the Parties’ agreement,
superseding all prior communications.
11.4 Severability – Invalid provisions shall not affect the validity of the remaining Agreement.
11.5 Dispute Costs – The prevailing party in any dispute resolution shall be entitled to costs and
attorneys’ fees, not exceeding the total cumulative liability (Section 9.4).
11.6 Notices – Notices must be in writing and deemed given when personally delivered, mailed, sent
by facsimile, or emailed to the specified addresses.
11.7 Counterparts – This Agreement may be executed in counterparts, each constituting one
instrument.
11.8 The recitals and exhibits are incorporated into this Agreement.
**SECTION 12 – FORCE MAJEURE**
12.1 Neither Party shall be responsible for non-performance due to unforeseeable circumstances like
natural calamities, legal changes, unavailability of supply, or other uncontrollable events. Obligations
will be extended for the duration of such events. A Party affected by force majeure must notify the
other Party and take reasonable actions to remedy the situation. If the force majeure lasts more than 6
months, either Party may seek modification or termination of the Agreement.
**SECTION 13 – GOVERNING LAW AND DISPUTES**
13.1 This Agreement shall be governed by the laws of the State of California, excluding conflicts of law
principles. The Parties consent to the jurisdiction of the state and federal courts in California for any
legal proceedings.
13.2 Negotiation – Any dispute arising from this Agreement shall first be negotiated between the
Parties. If unresolved within 15 days, the dispute may proceed to mediation.
13.3 Mediation – If negotiation fails, disputes shall be mediated by JAMS under its Comprehensive
Mediation Rules. If unresolved within 90 days, disputes proceed to arbitration.
13.4 Arbitration – Unresolved disputes shall be settled by arbitration under JAMS Rules in Los Angeles
County, California. The arbitrator’s award shall be final and non-appealable. Confidentiality of
proceedings and documents is mandatory. The arbitrator’s award may include injunctions, changes to
Agreement terms, and other relief deemed appropriate. Arbitration costs shall be determined by the
arbitrator. The arbitral award may be enforced in any court with jurisdiction.
**SECTION 14 – SURVIVAL**
14.1 Rights and obligations under Sections 2, 3, 5, 6, 8, 9, 11, 13, and 14 shall survive Agreement
termination.
IN WITNESS WHEREOF, the Parties have executed this Agreement through their authorized
representatives.
SUGARING LABS LLC
Name: Vera Pigaleva
Title: Chief Executive Officer
Signature: