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This Manufacturing & Supply Agreement (the “Agreement”) is effective [DATE],
BETWEEN: [YOUR COMPANY NAME] (the "Supplier"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[YOUR COMPLETE ADDRESS]
AND: [COMPANY NAME] (the "Buyer"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at:
[COMPLETE ADDRESS]
WHEREAS the Buyer wishes to engage the services of the Supplier to provide Products in [COUNTRY], and Supplier wishes to do so;
WHEREAS both parties wish to set out in writing the terms and conditions of their arrangement;
NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS:
1. SUPPLY OF PRODUCTS
The Supplier shall manufacture and supply to Buyer [SPECIFY THE PRODUCTS], in accordance with the following specifications:
[THE SCOPE OF WORK]
The
Buyer will make all reasonable efforts to provide clear instructions, documentation, and product specifications to Supplier.
The Supplier must manufacture and supply the Products in accordance with this Agreement, in compliance with applicable laws and regulation, and using generally accepted industry practice.
GRANT OF LICENSE
Buyer represents and warrants to Supplier that all trademarks, trade names, trade labels, trade dress, packaging and other intellectual property (the “Intellectual Property”) supplied by Buyer to Supplier for the Products do not infringe upon or otherwise violate the intellectual property rights of any third party. Buyer grants to Supplier a limited, non-transferrable and non-exclusive license to use the Intellectual Property and manufacture the Products during the term of this Agreement. Nothing in this Agreement shall give Supplier any right, title or interest in the Intellectual Property. In addition, Supplier shall not adopt any trademark, trade name, trade dress, labeling or packaging which is deceptively similar to or likely to cause confusion with respect to the
Intellectual Property and/or the Products. The license granted by Buyer in this Agreement is non-exclusive, and Buyer will not be limited in any manner to engage in other manufacturing or distribution activities or to appointment of other manufacturers, dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents.
OWNERSHIP OF PRODUCTS
Buyer owns all rights to the Products produced by Supplier.
Supplier's sale, re-sale or distribution to any entity other than Buyer, including without limitation distribution to retailers or other distributors or sub-distributors, will be prohibited unless made pursuant to a specific written agreement between Buyer and Supplier.
PAYMENT
Supplier will be paid $
[TOTAL]
per unit for the number of units specified in each Purchase Order. Payment
of the agreed upon fee for [GRAND TOTAL] shall be paid in the manner and
schedule
stated
in the S
cope of Work.
LATE PAYMENTS
Supplier will be entitled to charge interest of
[INTEREST PERCENTAGE]
% on any unpaid
balance more than
[DAYS]
days past due.
SHIPMENTS
6.1 The Products will be delivered by Supplier to Buyer on or before [SPECIFY DATES AND FREQUENCY] at the following address:
[COMPLETE ADDRESS]
6.2 The Products will be delivered by Supplier to Buyer on in accordance with the agreed upon terms and delivery schedule in the SOW and as specified in each Purchase Order.
6.3 The Products will be suitably packaged in accordance with the SOW.
6.4 The [SPECIFY: BUYER OR SUPPLIER] will pay for all freight, insurance and other shipping expenses. Supplier will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify Buyer of any anticipated delays.
6.5 Title and risk of loss will pass to Buyer upon delivery of the Products.
PRODUCT ACCEPTANCE
The Products delivered by Supplier will be inspected and tested by Buyer within
[NUMBER OF DAYS]
days of delivery. If the Products delivered do not comply with the specifications in the SOW
and Purchase Order, Buyer has the right to reject the non-conforming Products. Products not rejected within
[NUMBER OF DAYS]
days of delivery will be deemed to be accepted by Buyer. In the event any Products do not comply with the specifications in the SOW and are rejected by Buyer, Buyer may, at its option
, (
i
) return for a replacement, (ii) return for a credit or (iii) return for a refund.
WARRANTIES
Supplier warrants that it will perform the SOW in a good, professional and workmanlike manner, and Supplier will promptly notify Buyer of any delay or defect in the manufacture and supply of the Products. Supplier warrants that the Products will be manufacture and supplied in compliance with the specifications in the SOW and in compliance with all governmental and environmental regulations.
Supplier warrants that the Products will be free from substantive defects in workmanship for a period of
[SPECIFY: DAYS/MONTHS/YEARS]
from the date of shipment. The warranty does not apply to any Products that are damaged due to the misuse, abuse,
alteration,
or negligence of any party other than Supplier.
Supplier makes no other representations or warranties, whether express or implied, and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose.
TERM
9.1 The terms of the present Manufacturing and Supply Agreement commences on the Effective Date and will remain in effect until [TERM EXPIRY DATE] unless sooner terminated or subsequently continued in accordance with the terms and conditions of the present Agreement.
9.2 This agreement will terminate, unless the parties have mutually agreed in writing to renew it for an additional term with written notice of such election to renew not less than [NUMBER OF MONTHS] months and not more than [NUMBER OF MONTHS] months prior to the expiry of the initial term.
9.3 This agreement will renew automatically for a term of [NUMBER OF YEARS] year(s), unless either party has given at least [NUMBER OF MONTHS] months written notice not to renew to the other party.
TERMINATION
Buyer and Supplier may at any time by mutual consent decide to terminate this Agreement pursuant to written and delivered notice to the other party.
Buyer may terminate Supplier's rights to manufacture and supply the Products for any reason on
[NUMBER OF DAYS]
days’ written notice of termination. Supplier retains the right at any time to terminate its obligations to manufacture and supply the Products on
[NUMBER OF DAYS]
days’ written notice of termination. This Agreement also may be terminated automatically, without notice, (
i
) upon the institution by or against Buyer or Supplier of any insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts, (ii) upon Buyer or Supplier's making an assignment for the benefit of creditors, or (iii) upon Buyer or Supplier's dissolution.
DEFAULT
11.1 If either party should fail to perform its respective obligations under the terms of this Agreement, the other party will notify of the party that it is presumed to be in default and give reasonable recourse to cure the stated issue. The defaulting party will have the opportunity to cure the default within [NUMBER OF DAYS] days of notice by the other party. In the event of a failure to cure a breach or default within the stipulated time, the other parties will have the right to terminate this Agreement immediately.
EFFECT OF TERMINATION
Upon the termination of this Agreement, the rights and licenses granted to Supplier pursuant to this Agreement, including without limitation the right to use the Intellectual Property and manufacture the
Products, will
automatically terminate. All payments owing from Buyer to Supplier, or refunds due from Supplier, will become immediately due and payable, and legally enforceable, upon termination. Supplier will not make or retain any copies or samples of any confidential items or information which may have been entrusted to it.
CONFIDENTIALITY
13.1 In the course of manufacturing and supplying the Products, each party may be exposed to confidential and proprietary information of the other party, including designs, drawings, materials, manufacturing specifications, trade secrets, business and financial information and other confidential information (the “Confidential Information). Supplier will keep confidential all Confidential Information of Buyer, including details of the manufacturing the Products, and will manufacture the Products in accordance with strict security procedures. During the term of this Agreement, each party will refrain from disclosing any Confidential Information of the other party, except for the strict purposes or activities specifically authorized in this Agreement or if required by law. Each party will use all reasonable efforts to maintain the privacy of the Confidential Information in its possession or control.
PROHIBITED ACTS
14.1 Neither Supplier, nor any agent, representative, affiliate, or subcontractor of Supplier, will have the right to copy, manufacture or distribute the Products without the express prior written approval of Buyer. Anyone who copies, manufactures or distributes the Products without a license and prior written approval of Buyer will be liable for any cost or loss in sales, revenue or profits by Buyer, plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the offending party. Supplier will notify those to whom it entrusts knowledge of, or access to, the Products that Supplier and the offending party will be liable for losses.
INSPECTION OF BOOKS
15.1 Buyer will have the right, upon reasonable request, to audit and review the books and records of Supplier sufficient to verify the number and quality of the Products being manufactured. Any such audit will be conducted at Buyer's expense and at such times and in such a manner as to not unreasonably interfere with Supplier's normal operations. Supplier shall maintain all such books and records for a period of [NUMBER OF YEARS] years after shipment of the Products.
INSURANCE
16.1 Buyer and Supplier agree to maintain appropriate insurance to adequately cover their respective risks under this Agreement, with coverage amounts commensurate with levels in their respective markets.
LIMITATION OF LIABILITY
17.1 In no event will either party be liable for costs, expenses, or damages in connection with this Agreement in excess of actual costs, expenses, damages, or provable and actual lost revenue.
FORCE MAJEURE
18.1 Neither party will be liable for the costs or expenses arising from any failure or delay in the performance of this Agreement that is due and attributable to causes beyond the control of either party, including but not limited to acts of God, weather, war, civil unrest, strikes, lockouts, destruction of production facilities, riots, insurrection, terrorist attacks, government regulatory actions, acts or decrees of governmental or military bodies, fire, casualty, flood, earthquake, or any other force majeure event, provided that the party has used commercially reasonable efforts to mitigate the effects of the cause. Supplier will not be liable for any delays in the normal production or interruption in the workflow process caused by changes to the specifications by.
AMENDMENTS
19.1 This Agreement may not be modified or amended except by a written agreement signed by all of the parties.
NOTICES
20.1 Any and all notices required or submitted under this Management Agreement shall be given in writing and shall be personally delivered or mailed by registered mail, postage prepaid and return receipt requested, except in the event of a postal disruption, to the respective [COMPANY NAME] at the following addresses, unless and until a different address has been designated by notice in writing to the other party:
To the Supplier
[YOUR COMPANY NAME]
[YOUR COMPLETE ADDRESS]
To the Buyer:
[NAME]
[COMPLETE ADDRESS]
NO WAIVER
No party shall be deemed to have waived any provision of this Agreement or the exercise of any rights held under this Agreement unless such waiver is made expressly and in writing. Waiver by any party of a breach or violation of any provision of this Agreement shall not constitute a waiver of any other subsequent breach or violation.
ASSIGNMENT
The parties agree that their rights and obligations under this Agreement may not be transferred or assigned without the prior written consent of Buyer. Buyer may assign its rights and obligations under this Agreement without Supplier's consent.
SUCCESSORS AND ASSIGNS
23.1 This Agreement shall be binding and inure to the benefit of the parties and their respective legal representatives, heirs, administrators, executors, successors and permitted assigns.
DISPUTES
24.1 Any dispute arising from this Agreement shall be resolved through any of the following:
Court litigation
.
Disputes shall be resolved in the courts of the State of
[STATE/PROVINCE].
If either party brings legal action to enforce its rights under this Agreement, the prevailing party will be entitled to recover from the other party its expenses (including reasonable attorneys’ fees and costs) incurred in connection with the action and any appeal.
Binding
arbitration
. Binding arbitration shall be conducted in accordance with the rules of the Arbitration Association.
Mediation
.
Mediation, then binding arbitration. If the dispute cannot be resolved through mediation, then the dispute will be resolved through binding arbitration conducted in accordance with the rules of the Arbitration Association.
25. SEVERABILITY
25.1 If any provision of this Agreement is held to be invalid, illegal or unenforceable in whole or in part, the remaining provisions shall not be affected and shall continue to be valid, legal and enforceable as though the invalid, illegal or unenforceable part had not been included in this Agreement.
26. COUNTERPARTS
26.1 This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which together, shall constitute one and the same document.
27. HEADINGS
27.1 The section headings herein are for reference purposes only and shall not otherwise affect the meaning, construction or interpretation of any provision of this Agreement.
28. ENTIRE AGREEMENT
28.1 This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and supersedes all prior negotiations, understandings and agreements.
LANGUAGE AND GOVERNING LAW
This Manufacturing and Supply Agreement shall be governed by and construed and enforced in accordance with the laws of the [State/Province] of [STATE/PROVINCE], which law shall prevail in the event of any conflict of the parties.
The parties hereto acknowledge that they requested that this Agreement and all related documents be drafted in English, that any notice to be given hereunder be given in English, and that any proceedings between the parties relating to this Agreement be drafted in English.
IN WITNESS WHEREOF, the parties have executed this agreement at [DESIGNATED PLACE OF EXECUTION] with full knowledge of its content and significance and intending to be legally bound by the terms hereof the day and year first above written.
Authorized Signature Authorized Signature
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