{{company_name}}
{{company_address}}
Phone: {{phone}} | Email: {{email}} | Web: {{website}}
Outsourcing Agreement Manufacturing
Outsourcing Agreement Manufacturing
{{company_name}} {{company_address}} Phone: {{phone}} Email: {{email}} Website: {{website}}
OUTSOURCING AGREEMENT - MANUFACTURING
This Outsourcing Agreement ('Agreement') is made and entered into on this {{day}} day of {{month}}, {{year}} ('Effective Date'), by and between:
{{client_company_name}}, a company duly incorporated under the laws of {{client_jurisdiction}}, with its principal place of business at {{client_company_address}} (hereinafter referred to as 'Client'); and
{{service_provider_company_name}}, a company duly incorporated under the laws of {{service_provider_jurisdiction}}, with its principal place of business at {{service_provider_company_address}} (hereinafter referred to as 'Service Provider').
Client and Service Provider are hereinafter collectively referred to as 'Parties' and individually as 'Party'.
1. RECITALS
WHEREAS, Client is engaged in the business of {{client_business_description}} and requires manufacturing services for its products;
WHEREAS, Service Provider is in the business of providing {{service_provider_business_description}} and has the necessary expertise, resources, and facilities to perform the manufacturing services required by the Client; and
WHEREAS, Client desires to outsource, and Service Provider desires to undertake, the manufacturing services in accordance with the terms and conditions set forth in this Agreement.
2. SCOPE OF SERVICES
The Service Provider shall perform the manufacturing services ('Services') as described in detail in Schedule A (Scope of Services) attached hereto and incorporated by reference. The Services shall include, but not be limited to, {{specific_manufacturing_tasks}}.
Any changes to the Scope of Services must be mutually agreed upon in writing by both Parties.
3. TERM AND TERMINATION
This Agreement shall commence on the Effective Date and shall continue for a period of {{initial_term_duration}} ('Initial Term'), unless terminated earlier in accordance with the provisions of this Agreement.
Thereafter, this Agreement shall automatically renew for successive periods of {{renewal_term_duration}}, unless either Party provides written notice of non-renewal at least {{notice_period_days}} days prior to the end of the then-current term.
Either Party may terminate this Agreement immediately upon written notice if the other Party materially breaches any of its obligations hereunder and fails to cure such breach within {{cure_period_days}} days of receiving written notice of the breach.
4. FEES AND PAYMENT
Client shall pay Service Provider fees for the Services as specified in Schedule B (Payment Schedule) attached hereto and incorporated by reference.
Payments shall be made in {{currency}} on a {{payment_frequency}} basis, within {{payment_due_days}} days of receipt of an invoice from the Service Provider.
Late payments shall be subject to an interest rate of {{late_payment_interest_rate}}% per annum, calculated daily.
5. INTELLECTUAL PROPERTY
All intellectual property rights, including but not limited to patents, copyrights, trademarks, and trade secrets, arising from or developed during the performance of the Services shall be owned by {{intellectual_property_owner}}.
Service Provider grants Client a {{license_type}} license to use any pre-existing intellectual property of the Service Provider necessary for the Client to utilize the results of the Services.
6. CONFIDENTIALITY
Both Parties agree to keep confidential all non-public information, including but not limited to business plans, customer lists, technical data, and pricing information ('Confidential Information'), disclosed by one Party to the other during the term of this Agreement.
Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing Party, except as required by law.
7. INDEMNIFICATION
Service Provider shall indemnify, defend, and hold harmless the Client from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to {{indemnification_scope_service_provider}}.
Client shall indemnify, defend, and hold harmless the Service Provider from and against any and all claims, losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to {{indemnification_scope_client}}.
8. GOVERNING LAW AND DISPUTE RESOLUTION
This Agreement shall be governed by and construed in accordance with the laws of {{governing_jurisdiction}}.
Any dispute arising out of or in connection with this Agreement shall be resolved through {{dispute_resolution_method}} (e.g., negotiation, mediation, arbitration in accordance with the rules of {{arbitration_body}}).
9. ENTIRE AGREEMENT
This Agreement, including its Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.
10. SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date first written above.
FOR AND ON BEHALF OF {{client_company_name}}:
_____________________________
Name: {{client_signatory_name}}
Title: {{client_signatory_title}}
Date: {{client_signature_date}}
FOR AND ON BEHALF OF {{service_provider_company_name}}:
_____________________________
Name: {{service_provider_signatory_name}}
Title: {{service_provider_signatory_title}}
Date: {{service_provider_signature_date}}
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