This oem agreement template has 26 pages and is a MS Word file type listed under our legal agreements documents.
Sample of our oem agreement template:
OEM AGREEMENT This OEM 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 "Purchaser"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] THIS OEM AGREEMENT (the "Agreement") is made and entered into as of the date set forth on the cover page hereof (the Effective Date"), between [YOUR COMPANY NAME], (the "Supplier" hereinafter), and [COMPANY NAME], (the "Purchaser" hereinafter). The Supplier develops, manufactures, produces and/or supplies [DESCRIBE] products and desires to grant to the Purchaser the right to sell and market certain of such products, and combine same with other products manufactured, produced or supplied by the Supplier, all upon the terms and conditions set forth in this Agreement. The Purchaser develops, manufactures and/or sells and distributes [DESCRIBE] products and services and desires to have the right to sell and market the Supplies products upon the terms and conditions in this Agreement within [SPECIFY]. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: TERM OF AGREEMENT; DEFINED TERMS General Relationship During the term of this Agreement, the Supplier agrees to make available and sell to the Purchaser the Products set forth in Exhibit 1 in accordance with the terms and conditions set forth herein. Term of Agreement The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by either party as set forth herein. Definitions As used in this Agreement, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise: "APPLICABLE SPECIFICATIONS" means the functional performance, operational and compatibility characteristics of a Product agreed upon in writing by the parties or, by mutual agreement of the parties, as described in applicable Documentation. "CUSTOMERS" means distributors, dealers, resellers, value-added resellers, system integrators and other similar customers of the Purchaser, including End Users. References to [SPECIFY CURRENCY] and [AMOUNT] refer to [COUNTRY] currency. "DOCUMENTATION" means user manuals, training materials, product descriptions and specifications, technical manuals, license agreements, supporting materials and other printed information relating to the Products, whether distributed in print, electronic or video format, in effect as of the date of the applicable purchase order relating thereto. "END USERS" means final retail purchasers or licenses who acquire Products for their own use and not for resale, re-marketing or redistribution. "PRODUCTS" means, individually or collectively as appropriate, the hardware, licensed software, Documentation, supplies, accessories and other commodities related to any of the foregoing as set forth in Exhibit 1 and customized in accordance with the requirements set forth in Exhibit 6 and which are to be provided by the Supplier pursuant to this Agreement. "PURCHASE ORDER" means an official document, signed by an authorized employee of the Purchaser, which is used to place product orders with the Supplier. "PURCHASER TRADEMARKS" means any existing or future trademarks that are registered by the Purchaser in the [SPECIFY COUNTRY] or other countries. "SERVICES" means any warranty, maintenance, advertising, marketing or technical support and training and any other services performed or to be performed by the Supplier. PURCHASE ORDERS; REPORTS Issuance and Acceptance of Purchase Orders The Purchaser may purchase, and the Supplier shall sell to the Purchaser, Products as described below: The Purchaser may issue to the Supplier Purchase Orders based on the prices listed in Exhibit 2 identifying the Products that the Purchaser desires to purchase from the Supplier. Each Purchase Order for Products shall be signed by an authorized representative of the Purchaser, and shall clearly state the following: the Purchase Order number, the purchase order date, a description of the Product(s) ordered, the Purchaser's Product number, the number of units of Product ordered, the agreed cost per unit, the total price for the Purchase Order, the delivery date(s) requested for each Product included in the Purchase Order (which delivery dates may not be later than [SPECIFY] after the date on which the Purchase Order is submitted by the Purchaser), the address to which the Products described in the Purchase Order are to be shipped, and the address to which the Products described in the Purchase Order are to be invoiced. A Purchase Order may include other terms and conditions which are consistent with the terms and conditions of this Agreement or which are necessary to place a Purchase Order. Purchase Orders may be placed by the Purchaser by facsimile or electronically transferred to the Supplier. Terms and conditions on Purchase Orders which differ from those contained in this Agreement shall not be valid unless specifically agreed in writing by an authorized representative of the Supplier. All Purchase Orders shall be transmitted to the address set forth in Section 8.6. A Purchase Order shall be deemed accepted by the Supplier only after a written confirmation thereof has been issued by the Supplier and delivered to the Purchaser. The Supplier shall issue such written confirmation within [SPECIFY] after receipt of the Purchase Order. If such confirmation has not been issued within the [SPECIFY] period, the Purchase Order shall be deemed to be accepted by the Supplier. Without limiting the generality of the foregoing, the Supplier may reject any Purchase Order that fails to contain any of the information required to be set forth by Section 2.1(a)(i). In the event of a conflict between the provisions of this Agreement and the terms and conditions of a Purchase Order or the Supplies confirmation or other written communications, the provisions of this Agreement shall prevail and be controlling. Upon the termination of this Agreement, the Supplier agrees to accept Purchase Orders from the Purchaser for additional Products which, at the time of such termination, the Purchaser is contractually obligated to furnish to its Customers and does not have in its inventory, provided that the Purchaser notifies the Supplier of all such obligations in writing within [SPECIFY] of such date of termination. This Agreement shall not obligate the Purchaser to purchase any Products or Services, except as specifically set forth in a written Purchase Order from the Purchaser or as otherwise set forth herein. Invoices For each shipment of Products to the Purchaser, the Supplier shall transmit to the Purchaser an invoice which sets forth the Purchases Purchase Order number, the Products shipped, the Supplier's and the Purchaser's Product number and the price therefore. Rolling Forecast No later than [SPECIFY] after the end of each [SPECIFY], the Purchaser shall deliver to the Supplier an updated, non-binding, forward-looking rolling unit order forecast (each, a "Rolling [SPECIFY] Forecast") for each Product for the subsequent [SPECIFY] period, to enable the Supplier to plan production to meet the lead times anticipated. The Rolling [SPECIFY] Forecast is not an order or a commitment by the Purchaser to purchase Products. Rolling [SPECIFY] Forecasts shall be transmitted to the Supplier via electronic mail or by such other means as may be agreed between the Supplier and the Purchaser. Exhibit 3 sets forth the initial forecasted volumes. Purchase Order Modifications or Cancellations
