15 Key Provisions of a Manufacturing and Supply Agreement

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Schrager Legal PC is a law firm serving clients in the Twin Cities, greater Minnesota, and Wisconsin.

TERMS OF USE

Thank you for visiting www.schragerlegal.com (“Website”), the website of Schrager Legal PC (“Schrager Legal” and sometimes referred to as “we” and “our” hereinafter).

BY ACCESSING OR USING THIS WEBSITE, YOU EXPRESSLY ACKNOWLEDGE AND REPRESENT THAT YOU HAVE READ AND UNDERTSAND THIS TERMS OF USE AGREEMENT (“AGREEMENT”), AGREE TO BE BOUND BY THIS AGREEMENT, AND THAT YOUR ACCESS AND USE OF THIS WEBSITE IS SUBJECT TO THE FOLLOWING TERMS OF USE:

THE WEBSITE.

“Website” shall include any and all information on www.schragerlegal.com, including this Agreement, these Terms of Use, any hyperlink extension thereof, or any website that links to this Website.

NO LEGAL ADVICE AND NO LEGAL SERVICES.

Although the Website may provide information concerning potential legal issues, the materials and information on this Website are intended for information purposes only and should not be relied upon as legal advice. The information provided on our Website does not constitute, and is not a substitute for, legal advice from qualified counsel. You should not, and are not authorized to, rely on our Website as a source of legal advice.

NO ATTORNEY-CLIENT RELATIONSHIP.

The Website is not an invitation to form an attorney-client relationship. Your access and/or use of the Website do not create any attorney-client relationship between you and Schrager Legal, including any agent, employee, owner or officer of Schrager Legal. The Website contains electronic contact information for Schrager Legal attorneys. The mere act of contacting a Schrager Legal attorney electronically or otherwise, however, does not create an attorney-client relationship. If you wish to become a client of Schrager Legal, you must contact an appropriate Schrager Legal attorney and explicitly negotiate a retention agreement. All communications between you and any agent, employee, officer or owner of Schrager Legal may not be protected by the attorney-client privilege and may therefore be discoverable in a court of law. Unless you have an attorney-client relationship with Schrager Legal, we are not obligated to keep confidential information you may send us. Under no circumstances, therefore, should you send confidential information to Schrager Legal unless you have been authorized to do so by a Schrager Legal attorney or you have a pre-existing documented attorney-client relationship with Schrager Legal.

NO WARRANTIES OR LIABILITIES.

Any advice or information provided on this Website is general information provided “as is” without any warranty of any kind, either express or implied, including without limitation, warranties of merchantability, fitness for a particular purpose or non-infringement. Your use of this Website is at your own risk and we assume no liability or responsibility for any errors or omissions in the content of this Website. Under no circumstances shall we, including any agent, employee, officer or owner of Schrager Legal, be liable to you or any other person or entity for any damages of any amount or character (including, without limitation, any general, indirect, special, incidental, consequential, exemplary or punitive damages) arising from or related to your access to, or use of, this Website. Schrager Legal assumes no responsibility for the accuracy, completeness, security or timeliness of any content or other subject matter on this Website. Schrager Legal assumes no responsibility for the failure to delete, deliver, store, update, or provide any content or other subject matter on this Website.

By accessing and/or using the Website, you are consenting to the processing of your data by Schrager Legal and consenting to our Privacy Policy. For more information, please see our Privacy Policy disclosures relating to the collection and use of your information.

INDEMNITY.

Except to the extent prohibited under applicable law, you agree to defend, indemnify and hold Schrager Legal, its affiliates, agents, employees, officers, owners, partners and subsidiaries harmless from and against all claims, losses, costs, and expenses (including attorneys’ fees) arising out of or related to (a) your use of, or activities in connection with, the Website, (b) any violation of this Agreement by you, or (c) your violation of any rights of a third party.

CHANGE OF AGREEMENT WITHOUT NOTICE.

Information on this Website, including without limitation this Agreement and these Terms of Use, may be changed or updated by Schrager Legal at any time and without notice. Your continued use of the Website following the publishing of changes or updates to this Agreement means that you accept and agree to the changes and/or updates.

OPINIONS.

The opinions expressed on or through the Website are the opinions of the individual author and may not reflect the opinions of Schrager Legal or any individual attorney or agent, employee officer or owner of Schrager Legal.

COPYRIGHT.

All works, materials and content on our Website are protected by United States and International copyrights, copyrighted, 2014, by Schrager Legal PC. You shall not reproduce, distribute, duplicate, retransmit, copy, sell, resell or exploit for any commercial purposes, any portion of the Website without the prior permission of Schrager Legal. Notwithstanding the foregoing, Schrager Legal authorizes you to view, copy, download and print the information and images on this Website subject to this Agreement, including without limitation your compliance with each of the following: (1) all such materials may be used solely for your internal business purpose and you acknowledge that the materials are informational only and do not constitute legal advice; (2) none of the materials may be modified; and (3) the following copyright notice and permission notice must appear on each such document: “© Copyright 2015 Schrager Legal PC. All rights reserved.” All use of the materials on our Website is subject to this Agreement set forth at www.schragerlegal.com/termsofuse.

TRADEMARK INFORMATION.

Schrager Legal PC, www.schragerlegal.com, and the Schrager Legal PC design logo are trademarks of Schrager Legal PC (the “Schrager Legal Marks”). You shall not display or use the Schrager Legal Marks in any manner without first obtaining written permission of an authorized representative of Schrager Legal.

NO GRANT OF LICENSE.

Nothing on this Website, or your access and/or use of the Website, shall be construed as conferring to you or any third party any license or other rights under the intellectual property or other proprietary rights of Schrager Legal, its affiliates, partners, subsidiaries or any third party, whether by estoppel, implication or otherwise.

LINKS TO THIRD PARTY SITES.

As a courtesy to you, our Website may from time to time contain links to websites and online resources not maintained by us. We are not responsible for and do not endorse such external sites and resources. We have no control over any such linked site, and the inclusion of any such link does not imply any recommendation, approval or endorsement by us of any third-party site or for the policies of any such linked site concerning their collection, security and use of any confidential information gathered from their users. Additionally, we provide no guarantee that any links from our Website are clear of computer viruses or other technological infections and, as such, recommend that you maintain adequate security protection on any devices you use to access such links. Other sites may link to the Website with or without our authorization, and we may block any links to or from the Website.

YOUR USE OF THIRD-PARTY WEB SITES AND RESOURCES IS AT YOUR OWN RISK.

Additionally, we may provide tools to allow you to link to the Website directly from a third-party site; if you do link to the Website (whether using such tools or otherwise), you agree that you will disable and remove any such link promptly upon our request.

ATTORNEY ADMISSIONS.

Our offices are located in the states of California and Minnesota. The states that our attorneys are licensed to practice law in are listed in the individual profile page of each of our attorneys.

ATTORNEY ADVERTISING.

This Website may constitute “Attorney Advertising” under the rules of professional conduct in the states in which our attorneys are licensed to practice law.

GOVERNING LAW.

The Website, including this Agreement, and the relationship between you and Schrager Legal shall be governed by and shall be construed according to the laws of the State of Minnesota without regard to its principles of conflicts of law.

DISPUTE RESOLUTION.

Any claim, controversy, dispute, suit, action or proceeding arising out of or relating to the Website or this Agreement, or the breach thereof, between Schrager Legal and you shall be subject to the exclusive jurisdiction of the state and federal courts of Hennepin County, Minnesota. YOU HEREBY IRREVOCABLY CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH CLAIM, CONTROVERSY, DISPUTE, SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO YOU SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY CLAIM, CONTROVERY, DISPUTE, SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. YOU HEREBY IRREVOCABLY CONSENT AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY CLAIM, CONTROVERSY, DISPUTE, SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH CLAIM, CONTROVERY, DISPUTE, SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM OR IMPROPER VENUE.

HEADINGS.

The headings and section titles in this Agreement are for convenience purposes only and have no legal or contractual effect.

SEVERABILITY.

If any provision of this Agreement should be held invalid, illegal or unenforceable in any respect in any jurisdiction, then, to the fullest extent permitted by law, all other provisions hereof will remain in full force and effect in such jurisdiction and will be liberally construed in order to carry out the intentions of the parties hereto as nearly as may be possible.

ABILITY TO ENTER INTO THIS AGREEMENT.

By using the Website, you affirm that you are of legal age to enter into this Agreement or, if you are not, that you have obtained parental or guardian consent to enter into this Agreement.

ENTIRE AGREEMENT.

This Agreement constitutes the entire agreement between you and Schrager Legal with respect to the subject matter hereof and governs the entire access and usage of the Website, superseding any prior agreements between you and Schrager Legal.

COMMUNICATIONS.

Please contact us if you are interested in potential legal representation. Please note, however, that the contents of any communication you send to us, electronically, by telephone, or by any other means, will not be considered confidential unless and until we have confirmed in writing to you our acceptance of an engagement to undertake the legal services you request and you have established an attorney-client relationship with us.