Formulation Development Agreement
Version 1.0, in force from 2026-09-16. An attorney review is scheduled; any change will be published here with a new version and date.
Between Skin By K.Lynn LLC ("SKL"), Washington, D.C. 20003, and the client named below. Signed by both before bench work starts.
KEY TERMS
One table per engagement. Fill it, sign it, and the Standard Terms below do the rest.
| Item | Value |
|---|---|
| Client (legal name and address) | |
| Client signer and title | |
| Effective date | |
| Product | Working name, format, and intended market |
| Complexity band | Simple / Standard / Complex (see 2.1) |
| Base fee | Simple $800 to $1,200 · Standard $1,500 to $2,200 · Complex $2,500 to $4,000. Enter the agreed figure. |
| Variants ordered | Simple variant (fragrance or colour only) $150 to $250 each · Formula variant (actives swap, viscosity or texture change) $350 to $600 each. Enter count and agreed figure. |
| Retainer tier | None / Maintenance ($600 to $900 per month, up to about 5 hours) / Growth ($1,200 to $1,800 per month, plus one new variant or line extension per quarter and priority turnaround). Enter the agreed figure. |
| Retainer testing discount | 10% off published testing and regulatory prices while the retainer is current |
| Retainer notice to cancel | 30 days written notice, by either party |
| Exclusivity option | Not purchased by default. Available as a priced option, quoted per project. Enter the agreed fee and its term if purchased. |
| Payment schedule | 50% to start and 50% on delivery |
| Payment terms | Net 15 days from the invoice date |
| Governing law | District of Columbia |
STANDARD TERMS
1. What this covers
1.1 This agreement covers formulation development: designing a formula, making it work at the bench, and handing over a formula sheet. It does not cover stability testing, microbial testing, or regulatory filings. Those are ordered separately under the Testing and Regulatory Services Terms.
1.2 If the Key Terms name a retainer, sections 8 and 9 apply as well.
1.3 Business use. By signing this agreement the client confirms it is a business or a person acting for business purposes, and that the services are for use in its trade. SKL does not offer these services to consumers.
2. Scope
2.1 The base fee covers, in the words of the published catalog:
One base formula through a working prototype: bench trials, INCI-compliant formula sheet, one round of sensory refinement.
2.2 "One base formula" means one formula, one format, one target texture and performance profile. "Working prototype" means a sample SKL considers bench-ready for the client to evaluate, not a production batch and not a shelf-stable finished good.
2.3 "One round of sensory refinement" means one consolidated set of the client's feedback on texture, feel, scent character and appearance, addressed in one revision. Feedback arriving in pieces over weeks is still one round only if it arrives before SKL starts the revision.
2.4 A variant is a change to an existing base formula, priced per the Key Terms. A simple variant is a fragrance or colour change. A formula variant is an actives swap or a viscosity or texture change.
2.5 Not included, and quoted separately if wanted: additional refinement rounds, scale-up or pilot batching, manufacturing transfer or contract manufacturer liaison, packaging design, claim substantiation studies, consumer or clinical testing, artwork, and any testing or regulatory service in the SKL catalog.
3. Change requests
3.1 Either party may propose a change. A change is only a change when it is in writing (email is fine) and both sides have agreed the new scope, fee and schedule.
3.2 Until then SKL keeps working to the agreed scope. A change request is quoted in writing before work continues, and SKL is not obliged to start work it has not been paid for.
3.3 A change in the product's intended market, claims, or regulatory route may move it into a different complexity band. SKL will say so before continuing rather than after.
4. Client inputs and materials
4.1 The client supplies the brief: target product, texture, price point, intended market, any required or forbidden ingredients, claims it intends to make, and any certification it needs to qualify for.
4.2 The client tells SKL in writing about known allergens, restricted or regulated ingredients, and any hazard in materials it supplies.
4.3 If the client supplies raw materials, it supplies the current specification and safety data sheet with them. SKL may refuse a material that arrives without documentation.
4.4 SKL depends on this being accurate and complete. Time lost to late or wrong inputs moves the schedule, and reworking a formula because a requirement changed or was withheld is a change request under section 3.
4.5 The client warrants it has the right to give SKL whatever it gives SKL, including any third-party formula, ingredient specification or reference sample.
5. Deliverables and acceptance
5.1 SKL delivers a prototype sample and a formula sheet in INCI-compliant form, with the phase structure, percentages, processing instructions and known handling notes.
5.2 The client has 10 business days from delivery to accept or to send one consolidated set of refinement feedback under 2.3. A deliverable is deemed accepted 10 business days after delivery unless the client objects in writing within that window.
5.3 Acceptance means the prototype matches the agreed brief, not that it is commercially perfect, stable, safe, compliant or approved. Those are separate questions and section 7 says who answers them.
6. Intellectual property
6.1 The client owns the delivered formula sheet. On payment in full, SKL assigns to the client all of its rights in the finished formula sheet delivered for the product named in the Key Terms.
6.2 SKL keeps its platform. SKL retains all rights in its base platform formulas, bases, methods, techniques, templates, and general know-how, including anything SKL brought to this project or developed generally in the course of it. SKL may use and reuse all of it for other clients, without payment or notice to this client. The client's ownership of its finished formula sheet does not reach into the platform underneath it.
6.3 No exclusivity unless bought. Unless the Key Terms record a purchased exclusivity option, SKL is free to develop similar or competing products for anyone, including in the same category. Exclusivity is a priced option quoted per project, not a default.
6.4 SKL keeps the client's formula confidential. SKL will not disclose the client's finished formula sheet, or the combination and percentages that make it what it is, to anyone. 6.2 lets SKL reuse its own platform and know-how. It does not let SKL hand this client's finished formula to another client, and it does not let SKL reproduce this client's formula as a whole for anyone else.
6.5 Client marks. The client keeps its trademarks, brand names and artwork. SKL gets no rights in them and will not use them publicly without permission.
6.6 If payment is not made in full, the assignment in 6.1 does not happen and the client has no right to manufacture or sell from the delivered sheet.
7. Regulatory responsibility and no warranty
7.1 Regulatory responsibility stays with the client, for every market it sells in. This includes MoCRA facility registration, product listing, safety substantiation and adverse event reporting in the United States, and the obligations of Regulation (EC) No 1223/2009 and its UK equivalent, including appointing a Responsible Person, in Europe and the UK.
7.2 SKL prepares and coordinates regulatory work when separately engaged to do so. SKL does not act as the client's Responsible Person, US agent or responsible party, and does not file as the responsible party, unless a separate written engagement names SKL in that role.
7.3 SKL performs with the care and skill of a competent cosmetic formulator. Beyond that, SKL gives no warranty, express or implied, and specifically does not warrant that the formula will be stable, safe, effective, manufacturable at scale, compliant, registrable, or approved, and does not warrant that any claim the client wishes to make is substantiated.
7.4 Stability and microbial testing are separate orders. A prototype delivered under this agreement has not been stability tested or microbially tested unless the client has separately ordered and paid for that testing. SKL recommends both before a product is manufactured or sold. SKL is not responsible for a product taken to market without them.
7.5 Any in-house stability data SKL produces carries this sentence, and the client accepts it:
Conducted under monitored in-house environmental conditions to support internal shelf-life assessment and product development. This does not constitute ISO 17025 certification or regulatory approval.
8. Retainer
8.1 A retainer is a monthly subscription to SKL's time, at the tier named in the Key Terms. Maintenance covers minor tweaks, batch troubleshooting and supplier substitution support, up to about five hours a month. Growth covers all of that plus one new variant or line extension per quarter and priority turnaround.
8.2 Hours do not roll over. Unused hours in a month are gone at the end of that month. The retainer buys availability, not a bank of hours.
8.3 Work beyond the tier's cap is quoted and billed separately at the variant or project rates, agreed in writing first.
8.4 Testing discount. While a retainer is current and paid, the client gets 10% off SKL's published testing and regulatory prices. The discount stops the day the retainer stops, and it does not apply to an invoice already issued. SKL applies it by hand when it prepares the invoice.
8.5 Cancellation. Either party may cancel a retainer with 30 days written notice. Fees already paid for the current month are not refunded, and SKL finishes work already in progress for that month.
8.6 A retainer is not a guarantee of a specific turnaround on a specific day, and it does not include testing or regulatory fees.
9. Fees and invoicing
9.1 Fees are those in the Key Terms, in US dollars, and exclude taxes and the cost of raw materials, packaging and shipping, which are billed at cost unless the Key Terms say otherwise.
9.2 Project fees are invoiced on the Key Terms schedule. Retainers are invoiced monthly in advance.
9.3 Invoices are due net 15 days from the invoice date. Undisputed amounts are payable on time even while another line is disputed, and a dispute is raised in writing with a reason.
9.4 SKL may pause work and withhold deliverables while an invoice is overdue.
9.5 There is no payment processing on skinbyklynn.com. SKL invoices directly.
10. Confidentiality
10.1 Each party keeps the other's confidential information in confidence, uses it only for this engagement, and protects it at least as carefully as its own. The client's brief, formulas, suppliers and product plans are confidential. So are SKL's platform formulas, methods and pricing.
10.2 Standard carve-outs: information that is public through no fault of the receiver, already known, independently developed, or lawfully received from someone else. A legally compelled disclosure is allowed with prompt notice where notice is lawful.
10.3 Confidentiality survives for 3 years after the engagement ends, and indefinitely for trade secrets.
10.4 Neither party names the other publicly, or describes the work, without written permission.
11. Limitation of liability
11.1 SKL's total liability for all claims under this agreement is capped at: for a project, the engagement fee the client actually paid; for a retainer, the retainer fees the client actually paid in the twelve months before the claim.
11.2 Neither party is liable for indirect, incidental, special, consequential or punitive damages, or for lost profits, lost revenue, lost goodwill, recall costs, or the cost of destroyed or unsellable inventory.
11.3 The cap and the exclusion do not apply to gross negligence, willful misconduct, fraud, the indemnities in section 12, or a breach of confidentiality under section 10.
12. Indemnities
12.1 Client indemnifies SKL against third-party claims arising from the client's manufacture, marketing, labelling, claims or sale of a product; the client's regulatory noncompliance; an undisclosed hazard or a materially wrong input under section 4; and the client taking a product to market without the testing described in 7.4.
12.2 SKL indemnifies the client against third-party claims arising from SKL's gross negligence or willful misconduct, and from SKL's infringement of a third party's intellectual property in a deliverable SKL authored.
12.3 Prompt written notice, the indemnifying party controls the defence, the other cooperates, and no settlement that admits fault or binds the indemnified party without its consent.
13. Term and termination
13.1 A project runs until the deliverables are accepted and paid for. A retainer runs month to month until cancelled under 8.5.
13.2 Either party may terminate for a material breach the other has not cured within 30 days of written notice, and immediately on the other's insolvency or assignment for the benefit of creditors.
13.3 The client may terminate a project for convenience on written notice. The client pays for work performed to that date, and SKL delivers what it has. The assignment in 6.1 only happens if the client has paid in full for the delivered sheet.
13.4 Sections 6, 7, 10, 11, 12 and 14 survive termination.
14. General
14.1 Independent contractor. SKL is an independent contractor, not an employee, partner, agent or joint venturer of the client, and has no authority to bind the client.
14.2 Subcontracting. SKL may use subcontractors and remains responsible for their work under this agreement, and binds them to confidentiality at least as protective as section 10.
14.3 Force majeure. Neither party is liable for a delay caused by something outside its reasonable control. The affected party gives prompt notice and limits the impact where it can.
14.4 Governing law and forum. The laws of the District of Columbia, without regard to conflict of law rules. Disputes go to the courts of the District of Columbia, the same forum as the Testing and Regulatory Services Terms, and each party consents to their jurisdiction.
14.5 Assignment. No assignment without the other's written consent, except to a successor of the whole business.
14.6 Entire agreement. The Key Terms and these Standard Terms are the whole agreement and replace anything said before. Changes are in writing and signed, except change requests under section 3, which email can carry.
14.7 Severability. If a provision is unenforceable, the rest survives.
14.8 Counterparts. May be signed in counterparts and electronically.
Signatures
| Skin By K.Lynn LLC | Client |
|---|---|
| Name: | Name: |
| Title: | Title: |
| Date: | Date: |
Sources
- Common Paper Professional Services Agreement, Key Terms plus Standard Terms structure, change requests, acceptance, and the IP and indemnity clause pattern: https://commonpaper.com/standards
- Common Paper Mutual NDA, confidentiality carve-outs and survival.
- Cora Science terms of service: fee-based liability cap, client ownership of interpretation and regulatory decisions, corrections in writing, undisputed amounts payable during disputes: https://www.corascience.com/terms
- Formulation IP market practice: client owns the finished formula sheet on payment in full; the formulator keeps rights to base platform formulas and know-how and may reuse them; exclusivity or buyout is a priced option.
- MoCRA (Modernization of Cosmetics Regulation Act of 2022); Regulation (EC) No 1223/2009.
catalog/services.yaml(formulation.bands,formulation.base_fee_covers,formulation.variants,formulation.retainers,formulation.retainer_discount_pct,disclosures.stability) and Skin By K.Lynn blueprint pages 7 and 8.