Oem Agreement

Company Letterhead

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{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

OEM Agreement

This Original Equipment Manufacturer (OEM) Agreement (the "Agreement") is made and entered into as of this {{date}} (the "Effective Date"), by and between:

{{manufacturer_company_name}}, a company duly incorporated under the laws of {{manufacturer_jurisdiction}}, with its principal place of business at {{manufacturer_address}} (hereinafter referred to as "Manufacturer"); and

{{reseller_company_name}}, a company duly incorporated under the laws of {{reseller_jurisdiction}}, with its principal place of business at {{reseller_address}} (hereinafter referred to as "Reseller").

Collectively, Manufacturer and Reseller shall be referred to as the "Parties" and individually as a "Party".

1. Recitals

WHEREAS, Manufacturer is in the business of manufacturing and supplying certain products as further described in Schedule A (the "Products"); and

WHEREAS, Reseller desires to purchase the Products from Manufacturer for integration into Reseller’s own products or for resale under Reseller’s brand, and Manufacturer desires to supply such Products to Reseller, subject to the terms and conditions set forth herein.

2. Scope of Agreement

Manufacturer agrees to supply the Products to Reseller in accordance with the specifications, quantities, and delivery schedules set forth in individual purchase orders ("Purchase Orders") issued by Reseller and accepted by Manufacturer. Reseller agrees to purchase the Products exclusively from Manufacturer for a period of {{exclusivity_period}}, limited to the {{territory}}.

3. Product Specifications and Quality

The Products shall conform to the specifications detailed in Schedule A. Manufacturer warrants that all Products supplied shall be of merchantable quality, fit for their intended purpose, and free from defects in material and workmanship for a period of {{warranty_period}} from the date of delivery. Reseller shall promptly notify Manufacturer of any non-conforming Products within {{notification_period}} days of discovery.

4. Pricing and Payment Terms

The pricing for the Products shall be as set forth in Schedule B. All prices are {{currency}} and are exclusive of any applicable taxes, duties, and shipping costs, which shall be borne by Reseller. Payment terms shall be {{payment_terms}} days from the date of invoice. Manufacturer may adjust prices with {{notice_period}} days' prior written notice to Reseller.

5. Branding and Intellectual Property

Reseller shall have the right to brand the Products with its own trademarks, logos, and packaging, provided such branding does not disfigure, remove, or obscure any proprietary notices of Manufacturer. All intellectual property rights in the Products, including patents, copyrights, and trade secrets, shall remain the sole property of Manufacturer. Reseller granted a non-exclusive, non-transferable license to use Manufacturer’s intellectual property solely for the purpose of reselling the Products under this Agreement.

6. Confidentiality

Each Party agrees to maintain the confidentiality of all proprietary and confidential information disclosed by the other Party during the term of this Agreement and for a period of {{confidentiality_period}} thereafter. Confidential information includes, but is not limited to, product designs, manufacturing processes, pricing strategies, and customer lists.

7. Termination

Either Party may terminate this Agreement upon {{termination_notice_period}} days' written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within {{cure_period}} days after receiving written notice thereof. Upon termination, Reseller shall cease all sales of Manufacturer’s Products and return any unsold inventory as per Manufacturer’s instructions.

8. Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of {{governing_law_jurisdiction}}. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be settled by arbitration in accordance with the rules of the {{arbitration_institution}}.

9. Entire Agreement

This Agreement, including all schedules attached hereto, constitutes the entire agreement between the Parties and supersedes all prior discussions, negotiations, and agreements, whether oral or written.

Signature Block

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

MANUFACTURER:

_____________________________

By: {{manufacturer_authorized_signature}}

Name: {{manufacturer_authorized_name}}

Title: {{manufacturer_authorized_title}}

Date: {{signature_date}}

RESELLER:

_____________________________

By: {{reseller_authorized_signature}}

Name: {{reseller_authorized_name}}

Title: {{reseller_authorized_title}}

Date: {{signature_date}}