GENERAL TERMS AND CONDITIONS FOR DESIGN SERVICES

1. DEFINITIONS. For purposes of this Agreement:

“Agreement” means the Graphic Design Services Agreement and Statement of Work, including these Terms and Conditions and all exhibits and schedules hereto.

“Confidential Information” means any and all confidential or proprietary information disclosed by CCC Pack to Customer, before or after the Effective Date, either in writing, orally, by inspection or in any other form or medium, and related to the past, present or future business or technology of CCC Pack, including without limitation information constituting or concerning processes and methodologies; know-how and data; and marketing, sales and business development plans and strategies, including, without limitation, any and all information relating to the Services to be provided hereunder, including the Work Product (as defined below), and, for the avoidance of doubt, any and all information provided by employees or other representatives of CCC Pack or a Customer. The relationship between the parties and the substance of this Agreement shall also be Confidential Information. Regardless of whether marked or identified as confidential or proprietary, any information identified herein as constituting Confidential Information or that Customer knew or should have reasonably known was considered confidential or proprietary by CCC Pack will be considered Confidential Information of CCC Pack under this Agreement.

“Customer Materials” means the trademarks, service marks, trade names, brand names, corporate names, logos, copyrights, works of authorization, artwork, images and other materials provided or made available by Customer.

“Effective Date” means the date set forth on the first page of this Agreement.

“CCC Pack Marks” means the trademarks, service marks, trade names, brand names, corporate names and logos owned and/or controlled by CCC Pack.

“Intellectual Property Rights” means all current and future worldwide patents and other patent rights (including patent applications and disclosures), utility models, trademarks, trade dress, copyrights, works of authorship, moral rights, mask work rights, trade secrets, know-how, improvements, derivative works and all other intellectual property rights.

“Provider” means the person or entity designated or assigned by CCC Pack to provide Services pursuant to this Agreement.

“Services” means any services to be performed by Provider as described in this Agreement.

“Work Product” means all materials, deliverables, Intellectual Property Rights, notes, records, content, media or other work product developed, conceived, created or provided by Provider in connection with the performance of the Services, as well as any suggestions, ideas, recommendations, or other feedback provided by Provider or its representatives that relate to the Customer’s business operations generally.

2. SCOPE OF THE AGREEMENT.

2.1 Services and Work Product. Customer approves, authorizes and agrees to the Services and the Work Product as set forth in this Agreement and the scope and timeline set forth in this Agreement. Provider shall be responsible for performing all Services using reasonable care and diligence and in accordance with relevant professional standards and applicable law.

2.2 Delegation and Subcontracting. Customer approves CCC Pack’s delegation of the Services to Provider, and Provider shall be responsible for the Services and the Work Product. Except as expressly approved by CCC Pack in advance in writing, Customer may not delegate or subcontract any of its duties or obligations hereunder to any third party.

2.3 Relationship of Parties. It is the parties’ intention that (i) CCC Pack shall be an independent contractor of Customer and (ii) Provider shall be an independent contractor of CCC Pack under this Agreement. This Agreement will not be construed as a partnership or joint venture between the parties, and CCC Pack will not be liable for any obligations incurred by Customer. Furthermore, except upon the prior written consent of CCC Pack, neither Customer nor Provider will have any authority to bind or commit CCC Pack in any manner. Customer will not represent to any person that it is an agent, officer or employee of CCC Pack, or that it is otherwise authorized to bind CCC Pack to any transaction.

2.4 Expenses. Except as otherwise expressly set forth in this Agreement, Customer shall be responsible for all expenses incurred in connection with this Agreement, including but not limited to, license fees, memberships and dues; and all salary, expenses, and other compensation paid to employees or contract personnel of Customer (to the extent permitted hereunder) or required by Customer.

3. TERM AND TERMINATION.

3.1 Term. The term of this Agreement will commence on the Effective Date and will expire within thirty (30) of delivery of the Work Product, unless earlier terminated in accordance with the terms of this Agreement; provided, however, the parties hereto acknowledge and agree that (i) all provisions under this agreement requiring payment of compensation for Work Product and (ii) Sections 1, 3, 5, 6, 7, 9 and 11 of this Agreement will survive any termination or expiration of this Agreement. Once commenced, the Services cannot be cancelled by Customer without CCC Pack’s written consent.

3.2 Termination for Convenience. CCC Pack shall have the right to terminate this Agreement at any time in its sole discretion, with or without cause.

3.3 Termination for Breach. In the event that a party is in material breach under this Agreement and fails to cure such breach within thirty (30) days of written notice from the other party specifying the nature of such material breach, then the non-breaching party may immediately terminate this Agreement upon written notice to the breaching party. Notwithstanding the expiry or termination of this Agreement, those provisions of this Agreement which by their nature should survive shall survive termination of this Agreement and continue in full force and effect.

4. REPRESENTATIONS AND WARRANTIES.

4.1 Mutual Representations. Each party represents and warrants to the other that: (a) it is duly incorporated or organized, validly existing and in good standing under the laws of the state of its incorporation or organization, and has full power and authority to execute, deliver and perform this Agreement; and (b) this Agreement has been duly and validly executed and constitutes the legal, valid and binding obligation of such party, enforceable against such party in accordance with its terms.

4.2 Customer Representations. Customer hereby warrants and represents that: (a) Customer has and will have all rights, titles, licenses, Intellectual Property Rights, permissions and approvals which are necessary for Provider’s performance of the Services and delivery of the Work Product, including all rights to Customer Materials; (b) Customer has not entered into, and shall not enter into, any agreement that would interfere with its ability to perform the Services for CCC Pack hereunder; and (c) no copyright, patent, trade secret, trademark, or other Intellectual Property Rights of a third party will be infringed by the Customer Materials or the Services or Work Product provided to Customer under this Agreement.

5. LIMITATION OF LIABILITY. IN NO EVENT SHALL CCC PACK BE LIABLE TO CUSTOMER OR TO ANY OTHER PARTY FOR ANY SPECIAL, INDIRECT, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING ANY LOST DATA, LOST PROFITS, LOST REVENUES OR LOST SAVINGS, EVEN CCC PACK HAS BEEN ADVISED, KNOWS OR SHOULD KNOW OF THE POSSIBILITY OF SUCH DAMAGES ARISING OUT OF, OR IN CONNECTION WITH THIS AGREEMENT. IN NO EVENT SHALL CCC PACK’S LIABILITY UNDER OR IN CONNECTION WITH THIS AGREEMENT, UNDER ANY THEORY OF LAW, EXCEED IN THE AGGREGATE THE AMOUNT ACTUALLY PAID BY CUSTOMER TO CCC PACK PURSUANT TO THIS AGREEMENT.
6. OWNERSHIP AND LICENSES.

6.1 Ownership of CCC Pack Marks. Customer acknowledges that CCC Pack, its affiliates or licensors (“CCC Pack Entities”) are the owners of the CCC Pack Marks and all goodwill associated with the CCC Pack Marks and that use of the CCC Pack Marks in relation to the Services will not create any right, title or interest in such CCC Pack Marks in Customer. Customer agrees that any use of the CCC Pack Marks, and all goodwill associated with such use, shall inure to the benefit of and be on behalf of the CCC Pack Entities.

6.2 Ownership of Work Product. In addition, Customer shall solely and exclusively own all Work Product and all of the Work Product created by Provider pursuant to this Agreement for such Customer shall be deemed to have been created or prepared for Customer as a “work made for hire” pursuant to the Copyright Act of 1976. The assignment of the Work Product under this Agreement includes all rights of paternity, integrity, attribution and withdrawal and any other rights known as, or substantially similar to, “moral rights.” Provider shall be responsible for such assignment of Work Product to Customer.

6.3 Infringement. Customer shall have the sole right and discretion to bring, prosecute and settle infringement, unfair competition and similar proceedings with regard to the Work Product delivered to such Customer.

6.4 Restrictions on Use of Work Product. Customer will have the exclusive and unlimited right to (or to decline to) use, control, claim ownership of, edit, combine with other items, modify, translate, adapt and exploit all Work Product.

7. INDEMNIFICATION.

7.1 Customer Indemnity. Customer shall, upon notice, indemnify, defend, and hold harmless CCC Pack and its officers, directors, employees and agents (each, an “Indemnified Party”) from and against any third party claims, damages, liabilities, costs and expenses (including court costs and reasonable counsel fees) arising out of (a) any breach by Customer of its representation, warranties, or obligations hereunder; (b) negligence or willful misconduct of Customer; (c) any claims that the Work Product infringes any third party Intellectual Property Rights or other rights; or (d) sale, resale or marketing of any products of Customer in violation of any applicable law, statute, ordinance or regulation of any governmental authority. Customer assumes full liability and responsibility for compliance with all laws, statutes, ordinances and regulations of any governmental authority applicable to the processing, transportation, delivery, unloading, discharge, storage, handling, sale, resale, marketing and use of products of Customer and United States export control laws.

7.2 Indemnification Procedures. If any Indemnified Party makes an indemnification request to Customer, the Indemnified Party may, in its discretion, permit Customer to control the defense, disposition or settlement of the matter at its own expense; provided that Customer shall not, without the consent of the Indemnified Party, enter into any settlement or agree to any disposition that imposes any conditions or obligations on the Indemnified Party. The Indemnified Party shall notify Customer promptly of any claim for which Customer is responsible and shall reasonably cooperate with Customer to facilitate defense of any such claim. An Indemnified Party shall at all times have the option to participate in any matter or litigation, including but not limited to participation through counsel of its own selection, if desired, the hiring of such separate counsel being at Indemnified Party’s own expense.

8. COMPENSATION.

8.1 Compensation. Compensation will be as set forth in this Agreement. In the event of a dispute involving any Customer payment, CCC Pack may resolve such dispute in its discretion. Customer will pay each invoice to CCC Pack within fifteen (15) days of the date of the invoice, to the address designated by CCC Pack. 1

9. CONFIDENTIALITY.

9.1 Use and Disclosure Restrictions. Customer agrees not to use Confidential Information except as necessary for the performance or enforcement of this Agreement and will not disclose such Confidential Information to any third party except to those of its employees and subcontractors who have a bona fide need to know such Confidential Information for the performance or enforcement of this Agreement; provided that each such employee and subcontractor is bound by a written agreement that contains use and nondisclosure restrictions no less restrictive than the terms set forth in this Section. Customer will employ all reasonable steps to protect the Confidential 1 Note to CCC Pack: CCC Pack to confirm payment terms.

Information from unauthorized use or disclosure, including, but not limited to, all steps that it takes to protect its own information of like importance.

9.2 Return of Confidential Information. Upon CCC Pack’s written request, or upon termination of this Agreement, whichever is earlier, Customer will deliver to CCC Pack, or, at CCC Pack’s option certify the destruction of, all Confidential Information received by Customer from CCC Pack pursuant to this Agreement, including all reproductions or copies thereof.

9.3 Injunctive Relief. The parties agree that any breach by Customer or any of its officers, directors, or employees, of any provision of this Section may cause immediate and irreparable injury to CCC Pack and that, in the event of such breach, the injured party will be entitled to seek injunctive relief as well as any and all other remedies available at law or in equity.

10. FORCE MAJEURE. Neither CCC Pack nor Provider shall be held liable for any delay or failure in performance of its obligations under the Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, government agencies, delay or failure to receive government approvals, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, acts or omissions of transportation carriers, or delays associated with visa, immigration and/or custom problems, unavailability of or interruption or delay in telecommunications or third party services (including wireless services), virus attacks or hackers and failure of third party software.
11. MISCELLANEOUS.

11.1 Notices. Any notices required or permitted to be given hereunder shall be given in writing and shall be delivered (a) in person and notice shall be effective upon delivery; (b) by certified mail, postage prepaid, return receipt requested and notice shall be effective upon delivery or attempted delivery;

(c) by email and notice shall be effective when emailis delivered; (d) facsimile and notice shall be effectiveupon delivery as evidenced by sender’s confirmationreceipt; or (e) by a commercial overnight courier thatguarantees next day delivery and provides a receipt,and notice shall be effective upon delivery orattempted delivery. All such above-referenced noticesshall be sent to the address set forth on this Agreementor to such other address as any party may from time totime specify in writing to the other party.

11.2 Non-Solicitation. During the Term of this Agreement and for a period of twelve (12) months thereafter, Customer shall not, without the prior written consent of CCC Pack, solicit for employment or hire, whether as a full-time or part-time employee, consultant or otherwise, any employee, consultant or officer from CCC Pack or Provider.

11.3 Governing Law. This Agreement will be interpreted, construed, and enforced in all respects in accordance with the local laws of the State of Texas, without reference to its choice of law rules and not including the provisions of the 1980 U.N. Convention on Contracts for the International Sale of Goods.

11.4 Assignability. Customer shall not be allowed to assign, transfer or delegate this Agreement in whole or in part without the prior written consent of CCC Pack, which may be withheld in CCC Pack’s sole discretion. Any assignment in violation of this Section 11.4 is null and void.

11.5 Severability. In the event any one or more provisions of this Agreement shall for any reason be held to be invalid, illegal, or unenforceable, that provision(s) will be limited or eliminated to the minimum extent necessary so that the provisions of this Agreement shall remain valid and enforceable and of full force and effect.

11.6 Waiver. Neither the failure of any party to insist upon or enforce strict performance by the other party of any provision of this Agreement, nor the failure, delay or omission by any party in exercising any right with respect to any term of this Agreement, shall be construed as a waiver or relinquishment to any extent of any party’s right to assert or rely upon any such provision or right in that or any other instance.

11.7 Construction. The parties intend that this Agreement should not be construed in favor of or against any party by reason of the extent to which any party or its professional advisors participated in their preparation or drafting.

11.8 Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.