Futurebiotics Clause Samples

Futurebiotics. LLC. Futurebiotics, LLC may not market, offer for sale or sell the Product under the trademarks, COLLORAL or THE COLLAGEN SOLUTION, or as a generic version of such products. Futurebiotics, LLC shall develop, and identify the Product by, its own trademark.

Futurebiotics. LLC. Futurebiotics, LLC shall be solely responsible (a) to its customers and end users who purchase Product through its customers for any and all claims related to the Product, (b) for ensuring that the labels and advertising for the Product conform to USA Dietary Supplement Use and Education Act regulations and all laws and regulations in the Territory, (c) for any failure to comply with all laws, regulations, rules, ordinances, licensing and registration requirements, export and import restrictions and anything else necessary to market and sell the Product in the Territory and (d) for all liabilities and expenses resulting from or related to Product returns, placements, guaranteed sale and recalls based on inappropriate claims.

Futurebiotics. LLC and affiliates will spend in excess of $[*******] in calendar year [*******] on direct-response marketing of the Product designed to establish the brand with the intention of ultimately placing the Product on shelf with Drug or Mass retailers. This marketing effort shall include a pilot trial of Direct Response TV.

Futurebiotics. LLC’s Indemnification. Futurebiotics, LLC shall indemnify, defend and hold harmless Colloral and its affiliates, shareholders, subsidiaries, directors, officers and employees and, with respect to matters covered by subclause (iv) below, Business Development Resources, Inc. and JASRA, Inc., from and against any and all Losses directly or indirectly arising out of, resulting from or in any way connected with (i) any material breach by Futurebiotics, LLC of the terms of this Agreement; (ii) any non-compliance with laws, ordinances, rules or regulations applicable to Futurebiotics, LLC’s obligations under this Agreement; (iii) any governmental, regulatory or other proceedings to the extent any such proceedings result from Futurebiotics, LLC’s acts or omissions in transporting, marketing, distributing, exporting, importing and selling the Products; (iv) any failure of the Product labels supplied by Futurebiotics, LLC or of Futurebiotics, LLC’s advertising of the Product to comply with applicable laws and regulations, (v) any adulteration of the Product after tender to the carrier for shipment, including, without limitation, as a result of inadequate or inappropriate shipping and/or storage, and (vi) any claim that any Improvement developed by Futurebiotics, LLC violates any patent, trademark, copyright, trade secret or other proprietary rights of any third party.

Futurebiotics. INC. By: /s/ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ -------------------------- Name: ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇ Title: President /s/ ▇▇▇▇ ▇▇▇▇▇▇ ----------------------------- ▇▇▇▇ ▇▇▇▇▇▇ 2

Futurebiotics. LLC shall provide to Colloral a non-binding rolling three-month forecast of anticipated orders prior to the beginning of each calendar month. Colloral shall use commercially reasonable efforts to ensure that it can ship each order placed by Futurebiotics, LLC under this Agreement within six weeks of the date it receives the order.

Futurebiotics. LLC shall be current with all payments due under this agreement.]

Futurebiotics. LLC’s Responsibilities. Futurebiotics, LLC shall be responsible for supplying the labels. If Colloral does not have sufficient labels for a particular order, it may delay shipment of the entire order until Futurebiotics, LLC provides the necessary labels. Futurebiotics, LLC shall be responsible for obtaining all required permits and licenses and complying with all applicable laws, regulations, rules and ordinances, licensing and registration requirements, export and import restrictions and anything else necessary to market and sell the Product in the Territory and for the costs associated therewith.