This manufacturing and supply agreement template has 7 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our manufacturing and supply agreement template:
MANUFACTURING AND SUPPLY AGREEMENT 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 Scope 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
