Co-Packing Agreement

THIS CO-PACKING AGREEMENT (this "Agreement") is entered into between [COMPANY] ("[COMPANY]") [Address], [Suite], [City], [State] [ZIP] and [COMPANY]([COMPANY]) [Address], [Suite], [City], [State] [ZIP] on this [Date] (the "Effective Date"), with reference to the following facts:

W I T N E S S E T H:

WHEREAS, [COMPANY] is engaged in the business of producing, processing and packaging teas, juices, and other beverages, among other things;

WHEREAS, [COMPANY] is engaged in the business of marketing and selling beverages, among other things; and

WHEREAS, [COMPANY] desires to retain [COMPANY] to produce, process and package certain Products (as defined herein) for [COMPANY] at [COMPANY]'s facility on the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the various agreements, covenants and conditions set forth herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

This Agreement shall cover the following products of [COMPANY] (collectively, the "Products") attached hereto as Exhibit A. The individual service components (e.g., varieties, pack sizes, ingredients and packaging materials and pack fee) specific to each line of Products shall be set forth on the applicable Exhibit relating to such Products. The parties may add additional Products to the services covered hereunder by mutual written agreement of the parties from time to time and attaching a new exhibit to this Agreement.

scheduled production run. All materials must be of high quality, comply with all applicable laws and regulations, and be received properly marked, labeled, and without damage. All materials must arrive with appropriate documentation, including Safety Data Sheets (SDS), kosher certification, organic certifications, and complete bills of lading. If materials are of liquid consistency, the bill of lading must indicate both liquid and weight measure, or accurate conversion.

A "scheduled production run" is defined as cases and/or cans per variety or sku. A "variety or sku" is defined as a different flavor or different formula or bottle size/type or pack size. Scheduled production runs that are different than the agreed volume numbers in Exhibit A will be subject to approval by [COMPANY] and special terms and charges will be negotiated between the parties in advance of any such production run.

[COMPANY] will provide to [COMPANY] all agreed upon documentation, records and reports regarding the Products. This will include accurate finished goods case counts and ingredients and packaging material inventories. Batch sheets and inventory sheets will be provided within 48 hours of the production day, excluding weekends and holidays. [COMPANY] may, at any time during [COMPANY]'s regular business hours inspect [COMPANY] to verify inventory levels, at such date and time as may be agreed between the parties.