Product Formulation & Development Intake Form

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Step 1 of 4

We respect privacy.

Please sign and agree to the Non-Disclosure Agreement and on the next page, you can tell us about your formulation needs.

It is understood and agreed to that the above-named entities on step one of the Formulation Intake Form and individuals and their affiliates would like to exchange certain information that may be considered confidential. To ensure the protection of such information and in consideration of the agreement to exchange said information, Disruptive Technologies LLC and the Parties identified above (hereinafter referred to as "Parties") agree as follows:

The Confidential Information to be disclosed by the Parties and their subsidiaries under this Agreement can be described as and includes: Technical and business information relating to the Parties and its subsidiaries ' proprietary ideas, patentable ideas, copyrights and/or trade secrets, existing and/or contemplated products and services, software, schematics, research and development, formulas, equipment, manufacturing processes, equipment production costs, profit and margin information, finances and financial projections, customers, clients, marketing, and current or future business plans and models, regardless of whether such information is designated as Confidential Information at the time of its disclosure.

In addition to the above, Confidential Information shall also include, and the Recipient shall have a duty to protect, other confidential and/or sensitive information which is (a) disclosed by the Party and its affiliates in writing and marked as confidential (or with other similar designation) at the time of disclosure; and/or (b) disclosed by the Party and its affiliates in any other manner and identified as confidential at the time of disclosure. Any information disclosed by the Party and its affiliates not specifically designated or indicated, as being confidential does NOT preclude such information from being included under this agreement.

Recipient shall use the Confidential Information only for the purpose of evaluating potential business and investment relationships with the Parties and its affiliates.

Recipient shall limit disclosure of Confidential Information within its own organization to its directors, officers, partners, members and/or employees having a need to know and shall not disclose Confidential Information to any third party (whether an individual, corporation, or other entity) without the prior written consent of the Parties and its affiliates. Recipient shall have satisfied its obligations under this paragraph if it takes affirmative measures to ensure compliance with these confidentiality obligations by its employees, agents, consultants and others who are permitted access to or use of the Confidential Information.

This Agreement imposes no obligation upon Recipient with respect to any Confidential Information (a) that was in Recipient’s possession before receipt from the Parties and its affiliates; (b) is or becomes a matter of public knowledge through no fault of Recipient; (c) is rightfully received by Recipient from a third party not owing a duty of confidentiality to the Parties and its affiliates; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the Parties and its affiliates; or (e) is independently developed by Recipient.

The Parties and its subsidiaries warrant that he/she has the right to make the disclosures under this Agreement.

This Agreement shall not be construed as creating, conveying, transferring, granting or conferring upon the Recipient any rights, license or authority in or to the information exchanged, except the limited right to use Confidential Information specified in paragraph 2. Furthermore and specifically, no license or conveyance of any intellectual property rights is granted or implied by this Agreement.

Neither Party has an obligation under this Agreement to purchase any service, goods, or intangibles from the other Party. The Parties and its subsidiaries may, at its sole discretion, using its own information, offer such products and/or services for sale and modify them or discontinue sale at any time. Furthermore, both Parties acknowledge and agree that the exchange of information under this Agreement shall not commit or bind either Party to any present or future contractual relationship (except as specifically stated herein), nor shall the exchange of information be construed as an inducement to act or not to act in any given manner.

Neither Party shall be liable to the other in any manner whatsoever for any decisions, obligations, costs or expenses incurred, changes in business practices, plans, organization, products, services, or otherwise, based on either Party’s decision to use or rely on any information exchanged under this Agreement.

If there is a breach or threatened breach of any provision of this Agreement, it is agreed and understood that the Parties and its affiliates shall have no adequate remedy in money or other damages and accordingly shall be entitled to injunctive relief; provided however, no specification in this Agreement of any particular remedy shall be construed as a waiver or prohibition of any other remedies in the event of a breach or threatened breach of this Agreement. In the event of any litigation (including appeals) under or in connection with this Agreement, the prevailing Party will be entitled to recover its attorney fees and costs (including expert witness expenses) from the other Party.

This Agreement states the entire agreement between the Parties concerning the disclosure of Confidential Information and supersedes any prior agreements, understandings, or representations with respect thereto. Any addition or modification to this Agreement must be made in writing and signed by authorized representatives of both Parties. This Agreement is made under and shall be construed according to the laws of the State of California, U.S.A.

If any of the provisions of this Agreement are found to be unenforceable, the remainder shall be enforced as fully as possible and the unenforceable provision(s) shall be deemed modified to the limited extent required to permit enforcement of the Agreement as a whole.

In the event Recipient is required to disclose Confidential Information to any court or governmental body pursuant to a valid, written court order, Recipient shall, unless prohibited by applicable law, promptly provide written notice of such requirement to the disclosing Party and shall cooperate with the disclosing Party (at the disclosing Party's expense) to protect against or limit the scope of such disclosure. To the fullest extent permitted by law, Recipient shall continue to protect as confidential and proprietary all Confidential Information disclosed in response to such written court order.

This Agreement shall terminate on the 3rd anniversary of its effective date, but Recipient's obligation to protect Confidential Information of the disclosing Party shall survive termination of this Agreement and shall continue in effect with respect to Confidential Information that by its nature (for example, a trade secret) should reasonably be maintained after termination of this Agreement.

Recipient shall, upon written request of disclosing Party, return or destroy all documents or materials containing or representing Confidential Information in its possession or control, together with all copies thereof.

This Agreement may be executed in counterparts, including by means of faxed signature pages, any of which need not contain the signature of more than one party, each of which will be considered an original but all of which together constitute the entire Agreement.

IN WITNESS WHEREOF, this Agreement has been duly executed by a duly authorized officer of the above named company. Signature Below:

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Product Formulation & Development Agreement and Payment

By signing and submitting this online form, the above-named company (Client) agree to the following:

Recitals:

Whereas Disruptive Technologies LLC (DT) is in the business of developing and manufacturing human and animal consumable products; and Whereas Client seeks to develop and market a human and or animal consumable product; and Whereas DT has expertise in developing and manufacturing new formulas to private label specification; and Whereas the parties wish to enter into an agreement for DT to provide development and production services for one or more of Client’s products;

Therefore, the parties intending to be legally bound for and in consideration of the mutual promises hereinafter set forth, it is agreed by and between the parties as follows:

ARTICLE 1 – DEFINITIONS

Unless the context otherwise requires, capitalized terms used herein shall have the meaning ascribed to them below:

FORMULA: The listed amount, ratio, and order of ingredients, along with techniques used to produce a human or animal consumable product.
EXPERIMENT: DT’s attempt to create a Formula approved by the Client.
PRODUCT: The final expression of a Formula, as approved by the Client and then subsequently owned by Client, not including packaging or labels.

SATISFIED: The Client is Satisfied and shall be deemed to have approved a Formula if the Client:

So states in writing.
Does not request more experiments without explicitly stating that it is unsatisfied with the latest experiment, or
Uses the Formula, or a significantly similar substitute, to produce any product.

ARTICLE 2 – DEVELOPMENT OF A FORMULA

For each Product that the Client wishes to develop, the Client shall submit to DT a completed Product Formulation & Development Intake Form identifying, among other things, the ingredient(s), intended nutritional profile, or other feature(s) that will be unique to the Product.
DT will endeavor to develop a Formula approved by the Client.
The parties contemplate an iterative process, including one or more sets of Experiments.
Experiments will be conducted at DT’s facility in part or in whole or, at Glanbia’s R&D facility in part or in whole. Experiments will be performed in a manner to produce samples that share the characteristics of the desired final Product as closely as possible. Client acknowledges that Experiments may not scale up perfectly.
The experiments will be done on a best-effort basis. This does not in any way guarantee that DT will be successful in developing the formula, however, best-effort is guaranteed. Client agrees to pay for research and development at a rate of $250.00 dollars per hour no matter what the result/outcome is. Research and development hours will be billed in multiples of 3-hour minimums after the billing of the initial research and development fee of $250.00. All research and development fees must be paid prior to actual lab time. The Client will be contacted for approval of additional 3-hour blocks as needed. This will be billed to the Client, if payment for any reason is not honored or delivered within 5 days then DT has the right to cancel this project for non-payment.
During experimentation, DT will provide its own stocked ingredients. Special or exotic materials shall be provided by the Client.
The Client must appropriately label provided samples and ingredients.
Each Experiment will create two identical samples, one for each party to this Agreement.
Excess material from any Experiment is the property of DT.
Experiment samples of the product will be sent within approximately two to four weeks after the request is received by DT.
Approval of a Formula and the resulting Product is the exclusive right of the Client.
If the Client is not satisfied with a Formula for a proposed Product, it is under no obligation to continue experimenting, and it can end its engagement with DT with respect to that proposed Product at any time.
A Formula shall be deemed “not approved” (i) upon notice to that effect from the Client, or (ii) if the client ceases to communicate with DT with respect to that Formula for more than 180 days. In either case, the parties’ engagement with respect to that Formula and the proposed Product shall terminate.
DT shall hold all manufacturing and ownership rights to any Formula that is not approved by the Client, and Client shall refrain from using the rejected Formula in any way.
If the Client approves a Formula, the Formula shall be delivered to the Client exclusively. DT will not reference or use the Client’s formula when in the process of formulating other Clients products. If a formula should closely match another Clients formula this shall be considered a coincidence and shall not hinder that formula from being used in production. If proprietary protein, carbohydrate, fiber, flavor and or sweetener systems are used, then those shall remain the property of DT and or Metabolic Solutions and shall be licensed to Client for use in its formulas strictly for production on DT’s CMT Platform Equipment.

ARTICLE 3 – RIGHTS OF THE PARTIES WITH RESPECT TO APPROVED FORMULAS AND PRODUCTS

Subject to the other provisions of this Article 3:
The Client shall enjoy marketing rights for the Product, but shall not share the Formula with, or attempt to authorize the manufacture of the Product by, any third person; nor shall it manufacture the Product itself unless an exclusive manufacturing agreement has been executed by all parties to this agreement. All formulations are to be manufactured solely on DT’s CMT Platform Equipment at facilities that have executed an Equipment Lease Agreement with DT.
DT shall enjoy exclusive manufacturing rights for the Product by way of production on DT’s CMT Platform Equipment.
The exclusive aspect of Client’s marketing rights for any Product shall terminate if:
With respect to a given Product, Client does not stay current on invoices and falls into arrears for more than 180 days.
With respect to all Products, Client becomes insolvent or a petition for bankruptcy is filed by or against it.
In the event the Client’s marketing rights shall terminate as provided above, DT’s license to use the applicable Product(s) shall become irrevocable and unlimited, and DT shall be entitled to further license the Formula and/or manufacture and market the Product(s) for its own account and/or for third persons.
DT’s exclusive manufacturing rights and license shall terminate if:
With respect to all Product(s), DT becomes insolvent or a petition for bankruptcy is filed by or against it.

ARTICLE 4 – PRODUCTION STIPULATIONS

DT shall not be responsible for shelf stability, as Experiments are only proof of concept. DT will advise as to its prior experience, if any, with similar products.
The Product must have a container and or packaging that complies with applicable regulatory requirements.
DT will use its experience to work with the Client to select an appropriate container and or packaging for the Product.
The Client can provide its own container and or packaging, subject to DT’s approval after testing the container and or packaging to make sure it will be usable under factory conditions.
The Product must have a legally viable label, including regulated product claims.
DT will offer its advice and experience in this process, but client shall assume responsibility for compliance.
Client is responsible for purchasing its own labels, containers and or packaging.

ARTICLE 5 – GENERAL AND MISCELLANEOUS

This Agreement supersedes all previous written or oral agreements except for any Non Disclosure Agreements executed between the parties which shall remain in full force and effect. In the event of any conflict between the provisions of this Agreement and a provision of any concurrent oral agreement, this Agreement shall control and govern.
Failure to exercise right created by this Agreement in any one instance shall not waive that right in any other instance nor affect any other right.
If any provision of this Agreement is found to be unenforceable, the balance of this Agreement shall not be affected and shall remain enforceable to the greatest extent possible.
Signers warrant that they have full legal authority to execute this Agreement.
Notwithstanding any law of any jurisdiction pertaining to conflict of laws, this Agreement shall be governed by and interpreted in accordance with laws of the State of California. Jurisdiction shall lie exclusively with the California Superior Court. The parties consent to the personal jurisdiction of California Superior Court.
Nothing herein precludes resolution of any dispute informally, by mediation, or by binding arbitration, provided that the parties so agree in the circumstances. However, in the event of an inability to agree or in the event that any such effort proves fruitless, this Agreement may be enforced by any remedy available at law or in equity, and the prevailing party shall be entitled to recover its costs and expenses reasonably incurred therein including, without limitation, reasonable attorney fees.

BY SIGNING BELOW AND IN WITNESS WHEREOF, the Client(s) caused this Agreement to be subscribed by their respective authorized agents.

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Initial Product Development and Formulation Fee

Price: $ 250.00

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Disruptive Technologies

Company Information

We respect privacy.

Please sign and agree to the Non-Disclosure Agreement and on the next page, you can tell us about your formulation needs.

Product Information

Product Formulation & Development Agreement and Payment

By signing and submitting this online form, the above-named company (Client) agree to the following: