Oem Agreement

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Phone: {{phone}} | Email: {{email}} | Web: {{website}}

Oem Agreement

Oem Agreement

1. Purpose and Scope

This Original Equipment Manufacturer (OEM) Agreement (hereinafter referred to as “Agreement”) is made and entered into on this {{day}} day of {{month}}, {{year}}, by and between:

''{{OEM_Company_Name}}'', a company duly incorporated and registered under the laws of {{OEM_Company_Jurisdiction}}, with its principal place of business located at {{OEM_Company_Address}} (hereinafter referred to as “OEM”), and

''{{Customer_Company_Name}}'', a company duly incorporated and registered under the laws of {{Customer_Company_Jurisdiction}}, with its principal place of business located at {{Customer_Company_Address}} (hereinafter referred to as “Customer”).

The purpose of this Agreement is to establish the terms and conditions under which the OEM shall manufacture and supply products (hereinafter referred to as “Products”) to the Customer, and the Customer shall purchase and market these Products under its own brand name.

2. Product Specifications and Manufacturing

2.1. The Products to be supplied by the OEM shall conform strictly to the specifications, designs, drawings, and quality standards provided by the Customer and mutually agreed upon in writing (hereinafter referred to as “Specifications”), as set forth in Schedule A attached hereto.

2.2. The OEM shall be responsible for all aspects of manufacturing the Products, including but not limited to, sourcing of raw materials, production processes, quality control, packaging, and labeling, in accordance with the agreed-upon Specifications.

2.3. Any changes or modifications to the Product Specifications must be mutually agreed upon in writing by both parties. The OEM shall promptly notify the Customer of any potential impact on cost or delivery timelines.

3. Orders and Delivery

3.1. The Customer shall place orders for the Products by submitting written purchase orders to the OEM. Each purchase order shall specify the Product quantity, delivery schedule, and delivery location.

3.2. The OEM shall confirm receipt of each purchase order within {{number_of_days}} business days. The OEM shall use its best endeavors to meet the agreed-upon delivery dates. Time of delivery is not of the essence unless expressly stated otherwise.

3.3. Delivery of Products shall be made {{delivery_terms_e.g._FOB,_EXW}} to the Customer’s designated location. Risk of loss or damage to the Products shall pass to the Customer upon delivery.

4. Pricing and Payment

4.1. The prices for the Products shall be as set forth in Schedule B attached hereto. Prices are subject to review and adjustment upon mutual agreement of both parties, with {{number}} days' prior written notice.

4.2. The Customer shall pay the OEM {{payment_terms_e.g._30%_upon_order,_70%_upon_delivery}} of the total invoice amount within {{number_of_days}} days of the invoice date.

4.3. All payments shall be made in {{currency}} to the bank account designated by the OEM.

5. Intellectual Property Rights

5.1. The Customer retains all intellectual property rights, including but not limited to patents, copyrights, trademarks, and design rights, in the Product Specifications and any designs, drawings, or other materials provided to the OEM.

5.2. The OEM acknowledges that it shall not acquire any intellectual property rights in the Products or the Customer’s brand. The OEM shall not use the Customer’s intellectual property for any purpose other than fulfilling its obligations under this Agreement.

5.3. The OEM shall indemnify and hold harmless the Customer against any claims of infringement of third-party intellectual property rights arising from the OEM’s manufacturing processes or components supplied by the OEM.

6. Confidentiality

6.1. Both parties agree to keep confidential all proprietary and confidential information disclosed by the other party during the term of this Agreement, including but not limited to Product Specifications, pricing, business strategies, and customer lists.

6.2. Neither party shall disclose such confidential information to any third party without the prior written consent of the disclosing party, except as required by law.

7. Warranties and Indemnification

7.1. The OEM warrants that the Products delivered shall conform to the agreed-upon Specifications, be free from defects in material and workmanship, and be fit for the intended purpose.

7.2. The OEM shall indemnify and hold harmless the Customer from and against any and all claims, damages, liabilities, costs, and expenses (including reasonable attorney’s fees) arising out of or in connection with any breach of warranty by the OEM or any gross negligence or willful misconduct of the OEM.

7.3. The Customer shall indemnify and hold harmless the OEM from and against any and all claims, damages, liabilities, costs, and expenses arising out of or in connection with the Customer’s marketing, sale, or distribution of the Products, except where such claims arise from the OEM’s breach of warranty or negligence.

8. Term and Termination

8.1. This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of {{number_of_years}} years, unless terminated earlier in accordance with the provisions herein.

8.2. Either party may terminate this Agreement by giving {{number_of_days}} days’ written notice to the other party in the event of a material breach of this Agreement by the other party, which breach is not cured within the notice period.

8.3. Upon termination of this Agreement, the OEM shall cease manufacturing the Products for the Customer and shall return all Customer-provided materials and intellectual property.

9. Governing Law and Dispute Resolution

9.1. This Agreement shall be governed by and construed in accordance with the laws of {{Jurisdiction_Country}}, without regard to its conflict of laws principles.

9.2. Any dispute, controversy, or claim arising out of or in connection with this Agreement, including its existence, validity, interpretation, performance, breach, or termination, shall be resolved through good faith negotiations between the parties.

9.3. If the parties are unable to resolve the dispute amicably, they agree to submit the dispute to mediation in {{City,_Country}} before resorting to litigation.

10. Entire Agreement

This Agreement, including all schedules and attachments, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, and representations, whether written or oral.

No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both parties.

IN WITNESS WHEREOF, the parties hereto have executed this OEM Agreement as of the Effective Date first above written.

''For {{OEM_Company_Name}}:''

Signature: _________________________

Name: {{OEM_Signatory_Name}}

Title: {{OEM_Signatory_Title}}

Date: {{OEM_Signature_Date}}

''For {{Customer_Company_Name}}:''

Signature: _________________________

Name: {{Customer_Signatory_Name}}

Title: {{Customer_Signatory_Title}}

Date: {{Customer_Signature_Date}}