Oem Agreement

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Oem Agreement

Oem Agreement

1. PARTIES

This Original Equipment Manufacturer (OEM) Agreement (hereinafter referred to as "Agreement") is made and entered into on this {{day}} day of {{month}}, {{year}} (the "Effective Date")

BETWEEN:

{{OEM_company_name}}, a company duly incorporated under the laws of {{OEM_jurisdiction}}, with its principal place of business at {{OEM_company_address}} (hereinafter referred to as "OEM").

AND:

{{Customer_company_name}}, a company duly incorporated under the laws of {{Customer_jurisdiction}}, with its principal place of business at {{Customer_company_address}} (hereinafter referred to as "Customer").

OEM and Customer are hereinafter collectively referred to as the "Parties" and individually as a "Party".

2. DEFINITIONS

"Products" means the goods described in Schedule A, to be manufactured by OEM for the Customer, including all components, parts, and sub-assemblies thereof.

"Specifications" means the detailed technical requirements, designs, and quality standards for the Products as set out in Schedule B.

"Purchase Order" means a document issued by the Customer to the OEM requesting the supply of Products.

"Intellectual Property Rights" means all patents, copyrights, registered designs, trademarks, trade secrets, and other intellectual property rights, whether registered or unregistered.

3. APPOINTMENT AND SCOPE

The Customer hereby appoints the OEM, and the OEM accepts such appointment, as a manufacturer of the Products in accordance with the terms and conditions of this Agreement.

The OEM shall manufacture and supply the Products to the Customer strictly in accordance with the Specifications and any applicable Purchase Orders.

4. PRODUCT DEVELOPMENT AND SPECIFICATIONS

The Parties shall collaborate on the development and refinement of the Products. Any changes to the Specifications must be mutually agreed upon in writing.

The Customer shall provide the OEM with all necessary technical information, designs, and materials required for the manufacture of the Products.

5. ORDERS AND DELIVERY

The Customer shall place orders for the Products by issuing a written Purchase Order to the OEM.

Each Purchase Order shall specify the quantity of Products, delivery dates, and delivery location.

The OEM shall use its best endeavours to deliver the Products within the agreed delivery times.

Risk of loss or damage to the Products shall pass to the Customer upon delivery of the Products to the Customer's designated delivery point.

6. PRICING AND PAYMENT

The prices for the Products shall be as set out in Schedule C or as otherwise agreed in writing by the Parties.

The Customer shall pay the OEM within {{payment_days}} days from the date of the invoice.

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

7. QUALITY ASSURANCE AND WARRANTY

The OEM warrants that the Products supplied shall conform to the Specifications and be free from defects in material and workmanship for a period of {{warranty_period}} from the date of delivery.

The Customer shall inspect the Products upon receipt and notify the OEM of any non-conformity or defects within {{inspection_days}} days.

The OEM shall, at its option, repair or replace any defective Products identified within the warranty period.

8. INTELLECTUAL PROPERTY

All Intellectual Property Rights in the Products, including any designs, specifications, and manufacturing processes developed by the Customer, shall remain the sole property of the Customer.

The OEM grants the Customer a non-exclusive, royalty-free license to use any Intellectual Property Rights solely developed by the OEM for the purpose of manufacturing the Products under this Agreement.

9. CONFIDENTIALITY

Both Parties agree to keep confidential all proprietary and confidential information disclosed by the other Party during the term of this Agreement.

This obligation of confidentiality shall survive the termination of this Agreement for a period of {{confidentiality_period}} years.

10. TERMINATION

This Agreement may be terminated by either Party by providing {{notice_period}} days' written notice to the other Party.

Either Party may terminate this Agreement immediately upon written notice if the other Party commits a material breach of this Agreement and fails to remedy such breach within {{cure_period}} days of receiving written notice thereof.

11. GENERAL PROVISIONS

This Agreement constitutes the entire agreement between the Parties and supersedes all prior agreements and understandings.

No amendment or modification to this Agreement shall be valid unless in writing and signed by both Parties.

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}.

Any dispute arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts of {{arbitration_jurisdiction}}.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement on the Effective Date.

FOR THE OEM: _____________________________ Name: {{OEM_signatory_name}} Title: {{OEM_signatory_title}} Date: {{OEM_signature_date}} FOR THE CUSTOMER: _____________________________ Name: {{Customer_signatory_name}} Title: {{Customer_signatory_title}} Date: {{Customer_signature_date}}