The Master Formulation Services Agreement (the “MFSA”) is the master contract Lotus Nutra uses for all formulation engagements. It defines the working relationship, the three-iteration delivery model, the role of the customer’s selected co-manufacturer, and the IP rights that transfer at the end of the project. This page is a plain-language reference. The full template is provided to customers as part of engagement.
Path A architecture
The MFSA is built around Path A: Lotus Nutra delivers the formulation and arranges introductions to vetted co-manufacturers; the customer contracts with the co-manufacturer directly. Lotus Nutra is not a manufacturer of record, does not take title to customer inventory, and does not process customer funds. The liability chain is clean.
See the About page for the operating story behind this structure.
The three-iteration cycle
- Iteration 1. First formulation candidate built against the brief, plus SOP and (for acidified beverages) Process Authority Letter coordination.
- Iteration 2. Refinements based on customer feedback; updated formulation and revised SOP.
- Iteration 3. Final iteration of included scope; deliverable package finalized.
The Section 4.5 Project Tracker logs progress through each iteration and surfaces the Acceptance Certificate when scope is complete.
The Acceptance Certificate
When the customer signs the Acceptance Certificate (Exhibit F), Lotus Nutra’s performance obligations under the Work Order end and the customer takes the formulation to the selected co-manufacturer. The Acceptance Certificate is the exact boundary of Lotus Nutra’s involvement.
Three IP tier options
Each Work Order elects one IP tier. Pricing is quoted per engagement based on tier, complexity, and SKU count.
- Tier 1 — Exclusive Production Partnership. Lotus Nutra retains the formulation IP. The customer receives an exclusive commercialization license tied to production through the Lotus Nutra co-manufacturer network.
- Tier 2 — License + Self-Manufacture. Non-exclusive license to the formulation; the customer brings their own co-manufacturer. Renewable annually.
- Tier 3 — Full IP Ownership. Clean assignment of the formulation and supplier list. The customer owns everything outright with no ongoing license or royalty.
See the Services page for the workflow detail behind each tier.
Advisory Services Addendum
The MFSA can be paired with an optional Advisory Services Addendum (ASA) for post-Acceptance support: co-manufacturer management, pricing negotiation, logistics coordination, and distribution advisory. Advisory engagements are billed as a monthly retainer, hourly, or fixed project — never percentage-of-sales.
Affiliate disclosure
The MFSA discloses that Lotus Nutra has common ownership with a separate corporate entity that supplies certain ingredients and encapsulation technology used in customer-specific formulations. Customers acknowledge and waive any conflict-of-interest claim arising from this affiliate relationship at the time of signature; full details are spelled out in Section 9 of the executed MFSA.
Governing law and dispute resolution
The MFSA is governed by the laws of the State of Wyoming. Any dispute arising under the MFSA is resolved by binding arbitration administered in Hillsborough County, Florida. The full dispute-resolution language is in the contract template.
How to receive the template
We provide the full MFSA template to customers as part of the engagement process. To request a copy, start a conversation through the Contact page or write to contracts@lotusnutra.com.