This manufacturing distribution agreement template has 15 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our manufacturing distribution agreement template:
MANUFACTURING & DISTRIBUTION AGREEMENT This Manufacturing & Distribution Agreement (the "Agreement") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the "Publisher"), 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: [DISTRIBUTOR NAME] (the "Distributor"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Recitals: Publisher has expended considerable time, effort, and resources in the development and/or publishing of certain unique, copyrighted and proprietary interactive multimedia products and software, and the documentation and packaging materials related thereto (the "Publisher Products" as defined below); Distributor desires to act as a distributor of the Publisher Products bundled together with the products of Distributor or of third parties, and represents to Publisher that Distributor has sufficient expertise, resources, and personnel to perform its obligations under this Agreement. Distributor further desires to manufacture the Publisher Products for purposes of such distribution; and Publisher desires to have Distributor act as a manufacturing distributor of the Publisher Products on the terms and conditions set forth herein. Therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: DEFINITIONS "Publisher Products" shall mean the products identified in Exhibit A attached hereto, together with any accompanying documentation, packaging, or other materials identified on Exhibit A (if any). Publisher, in its sole discretion, reserves the right to add Publisher Products to or delete Publisher Products from Exhibit A on [NUMBER] days notice. "Bundles" shall mean the combination of the Publisher Products with hardware and/or software distributed as a unit by Distributor, as described in Exhibit C. "Proprietary Rights" shall mean all rights of Publisher and its licensors in the Publisher Products including, without limitation, copyright, patent, design patent, trademark, trade dress, trade secret, and publicity rights, arising under applicable law and international conventions. "Territory" shall be defined as the world. GRANT OF LICENSES Distribution License Publisher grants to Distributor a non-transferrable and non-exclusive license during the term of this Agreement to include the Publisher Products in Bundles and to distribute Bundles directly or through distributors and retailers to end-users located in the Territory. In addition to the other terms and conditions of this Agreement, these licenses to distribute are expressly subject to the following conditions: Distributor's distribution to end-users, whether directly or through distributors and retailers, shall be made only pursuant to the end-user license included with the Publisher Products, and each license of a Publisher Product by Distributor to an end-user will be allowed only in jurisdictions where an enforceable copyright covering the Publisher Products exists; and Distributor's distribution to any entity other than end-users, including without limitation distribution to retailers or other distributors or sub-distributors, shall be made pursuant to written agreement(s) with Distributor which (i) comply with all of the terms of this Agreement, (ii) are no less protective of Publisher's rights than the terms of this Agreement, and (iii) expressly make Publisher a third party beneficiary. Distributor shall be entitled to distribute only those Publisher Products manufactured by Distributor. Manufacturing License Subject to the terms of this Agreement, Publisher grants to Distributor and Distributor accepts, for the term of this Agreement, the nonexclusive right to manufacture the Publisher Products only in the [COUNTRY] and only for distribution as otherwise provided in this Agreement, subject to the following limitations: Distributor may manufacture the Publisher Products, provided that such manufacturing is at Distributor's own cost and in accordance with this Agreement and otherwise prudent in protecting Publisher's and its Licensors' Proprietary Rights. Any and all copies of the Publisher Products manufactured by Distributor shall contain security coding in a form acceptable to Publisher. Distributor shall indemnify and pay Publisher for any unauthorized copies of the Publisher Products manufactured by Distributor or at its authorized facilities at the full retail price of such Publisher Products. Distributor shall manufacture the Publisher Products in accordance with strict security procedures and shall keep detailed manufacturing and distribution records for all units manufactured. Distributor's manufacturing facilities and manufacturing and distribution records shall be open to Publisher's inspection without notice. Distributor shall include with all copies of the Publisher Products manufactured by Distributor an end-user license in the form provided by Publisher. Changes to the terms of the end-user license shall be subject to approval by Publisher, in its sole discretion. Distributor shall manufacture the Publisher Products from production masters of the Publisher Products (including without limitation production masters of packaging and related materials) provided by Publisher in accordance with the schedule set forth on Exhibit B. Distributor agrees not to alter the Publisher Products (including without limitation their packaging) without Publisher's prior written consent. Prohibited Acts Neither Distributor nor anyone to whom Distributor distributes the Publisher Products has the right to distribute or sell the Publisher Products except as part of Bundles within the Territory, without the express prior written approval of Publisher. Anyone who unbundles any Publisher Products shipped to Distributor for inclusion in Bundles shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Distributor shall notify those to whom it distributes the Publisher Products in Bundles that unbundling is specifically prohibited, and that anyone who unbundles any Bundled Publisher Products shipped to or through Distributor shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Limitations Title to the Publisher Products and all associated patents, copyrights, trademarks, trade dress, trade secrets and other proprietary rights shall remain with Publisher and its licensors. Except as expressly authorized by Publisher in writing, Distributor will not, and will cause its employees, agents and distributors not to: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy the Publisher Pr6ducts or related documentation; (ii) remove, alter, or cover any copyright or trademark notices or other proprietary rights notices placed or embedded by Publisher on or in the Publisher Products. Non-Exclusivity The licenses granted in this Agreement are non-exclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner Publisher's marketing or distribution activities (including without limitation the distribution of Publisher Products upgrades and Publisher Products to end users of Bundles) or Publisher's appointment of other dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents in the Territory. Packaging, Advertising and Promotion Packaging
