MANUFACTURING LICENSE AGREEMENT

This Manufacturing License Agreement (hereinafter referred to as the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE LICENSOR], having registered office at [INSERT THE ADDRESS OF THE LICENSOR] (hereinafter referred to as the “Licensor” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE LICENSEE], having registered office at [INSERT THE ADDRESS OF THE LICENSEE] (hereinafter referred to as the “Licensee” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Licensor” and the “Licensee” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS

1. The Licensor owns certain manufacturing processes for the production of [INSERT THE DESCRIPTION OF PRODUCT] and has the exclusive right to license it to others to use, develop or commercialize the said manufacturing process.
2. The Licensor has full right, absolute power and lawful authority to sell, license and convey the same in the manner herein set forth;
3. Licensee desires to obtain, and Licensor has agreed to grant, a license authorizing the use of the same manufacturing process in accordance with the terms and conditions of this Agreement.
4. The Licensor and Licensee mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
5. The parties are duly authorized and have the capacity to enter into this agreement.
6. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. "Licensor" refers to the owner of the said manufacturing process, who grants the license to the Licensee under this agreement.
   2. "Licensee" refers to the party receiving the license to use the manufacturing process by the licensor.
   3. "Manufacturing process" shall mean the steps or methods involved in transforming raw components into finished products through various operations or techniques.
   4. “Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party to the other party in connection with this agreement , whether in written, oral, electronic, or any other form, and identified as confidential or which the Parties should reasonably understand to be confidential.
   5. “Intellectual Property” refers to any patents, trademarks, service marks ,trade names, copyright, trade secrets, know-how or other intellectual property rights, applications ,registrations mentioned in this agreement thereof.
2. GRANT OF LICENSE
   1. Licensor hereby grants to Licensee, in accordance with the terms and conditions of this Agreement, a non-exclusive, non-transferable license to use the Manufacturing process solely for the purpose of manufacturing the product as mentioned in this agreement.
   2. The Licensee shall not grant sub-licenses, assign or transfer this license or rights granted herein to any third-party without the prior written approval of Licensor.
   3. Licensee hereby accepts such license and agrees that Licensee shall not use the Manufacturing process except in accordance with the terms and conditions of this Agreement.
   4. Licensee acknowledges and agrees that the license granted herein is non-exclusive and that Licensor may license others to use the said manufacturing process subject to any limitations set forth herein.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. DESCRIPTION OF MANUFACTURING PROCESS
   1. Licensor hereby grants Licensee a non-exclusive license to use the manufacturing process including any relevant patents, trademarks, or trade secrets associated with the process.
   2. The manufacturing process includes, but is not limited to, the following methods or steps [INSERT THE KEY METHODS OR STEPS OF THE MANUFACTURING PROCESS].
5. OBLIGATIONS OF THE LICENSOR
   1. The Licensor shall provide the Licensee with all necessary technical know-how, specifications, drawings, production process details, and support essential for manufacturing the licensed products. This includes initial training and guidance, along with any further reasonable assistance required during the manufacturing process. The Licensor shall also assist the Licensee in obtaining relevant regulatory approvals and certifications, if required, in the Territory.
6. OBLIGATIONS OF THE LICENSEE
   1. The Licensee shall manufacture the licensed products strictly in accordance with the specifications, standards, and processes provided by the Licensor. The Licensee shall maintain the quality of the products as per the Licensor’s benchmarks and shall be responsible for ensuring that the manufacturing facilities meet all applicable legal and regulatory requirements.
   2. The Licensee shall use the trademarks, logos, and other brand identifiers of the Licensor solely for the purpose of manufacturing and marketing the licensed products, and in a manner that is consistent with the brand image and instructions of the Licensor. Any deviation or unauthorized usage shall be considered a material breach of the agreement.
   3. The Licensee shall keep accurate records of manufacturing volumes, quality assurance checks, and compliance with the Licensor’s instructions. The Licensor reserves the right to inspect the Licensee’s manufacturing premises upon reasonable notice to ensure adherence to agreed standards.
   4. The Licensee shall not sublicense or assign its rights or obligations under this agreement to any third party without the prior written consent of the Licensor. Any such unauthorized assignment shall render the agreement terminable at the Licensor’s discretion.
   5. The Licensee shall be solely responsible for complying with all statutory, regulatory, and local laws concerning the manufacture, storage, and distribution of the licensed products within the Territory.
7. PAYMENT AND ROYALTY
   1. The Licensee shall pay a total sum of [INSERT THE AMOUNT OF TOTAL SUM TO BE PAID TO LICENSOR] to the licensor before the execution of this agreement. The Licensee may provide a royalty of [INSERT THE PERCENTAGE TO BE PAID AS ROYALTY] from the use of the licensed manufacturing process to the licensor on mutual agreement.
   2. The Licensee shall pay the amount [INSERT WHETHER AMOUNT WILL BE PAID MONTHLY OR QUARTERLY] in installments or one-time full payment as agreed upon by the parties.
   3. Failure of Licensee to make any payment required under this Agreement when such payment is due, shall, at Licensor’s option, terminate this Agreement. Licensor will provide written notice to Licensee of termination of this Agreement for failure to make a required payment, within [INSERT NUMBER OF THE DAYS] days from the due date of the payment.
8. REPRESENTATION AND WARRANTIES
   1. The Licensor represents and warrants that it is the sole and rightful owner of the License Manufacturing process and has the full authority to grant the license to the Licensee as contemplated in this agreement. The licensed process does not infringe upon the intellectual property rights of any third party.
   2. The Licensee represents and warrants that it will use the manufacturing process solely for the purposes authorized under this agreement and in compliance with all applicable laws and regulations.
   3. The Licensee acknowledges and agrees that it is responsible for the use of the manufacturing process, and the Licensor shall not be liable for any damages, losses, or liabilities arising from the Licensee's use of the manufacturing process beyond the scope of this agreement.
9. CONFIDENTIALITY
   1. Confidential Information shall not include any information that: (i) is or becomes generally known to the public without either Party’s breach of any obligation owed to the other Party; (ii) was independently developed by a Party without other Party's breach of any obligation owed to that Party; or (iii) is received from a third party who obtained such Confidential Information without any third party's breach of any obligation owed to the Party.
   2. During and after the term of this Agreement, Parties will hold in the strictest confidence, and take all reasonable precautions to prevent any unauthorized use or disclosure of Confidential Information, and Parties will not (i) use the Confidential Information for any purpose whatsoever other than as necessary for the performance of the Services on behalf of the other Party, or (ii)  disclose the Confidential Information to any third party without the prior written consent of an authorized representative of the other Party.
   3. Parties agree to protect the confidentiality of the Confidential Information in the same manner that it protects the confidentiality of its own proprietary and confidential information of like kind, but in no event shall the Parties exercise less than reasonable care in protecting such Confidential Information.
   4. The Parties shall not use any confidential information directly or indirectly to procure a commercial advantage over the other Party or otherwise use any designs, ideas or concepts created by or belonging to the other Party without the express written consent of the other Party.
   5. Upon termination/ expiration whichever is earlier, the Parties shall promptly return or certify the destruction of Confidential Information and all authorized copies thereof.
10. OWNERSHIP OF MANUFACTURING PROCESS
    1. Licensee acknowledges that Licensor is the sole and exclusive owner of the manufacturing process.
    2. Licensee shall do nothing inconsistent with such ownership. Licensee further agrees that it will not claim ownership rights of the licensed process or any proprietary right associated with the manufacturing process. Licensee agrees that nothing in this Agreement shall give Licensee any right, title, or interest in the manufacturing process other than the right to use the same in accordance with this Agreement.
11. TERMINATION
    1. Notwithstanding any other provisions herein contained, and without prejudice to any other rights, either party shall have the right to terminate the present Agreement by giving the other party a written notice of [INSERT THE NUMBER OF DAYS IN WHICH NOTICE OF TERMINATION SHALL BE GIVEN] days.
    2. In the event that Licensee seeks bankruptcy, either voluntarily or involuntarily, Licensor may, at its sole discretion, terminate this Agreement.
    3. In the event that Licensee sells all of its assets to a third party, or otherwise cease to exist in its current form, Licensor, at its discretion, may immediately terminate this Agreement.
    4. The Parties may terminate the agreement if there is a material breach of the terms and failure to resolve such a breach within 30 days of notification of such a breach.
12. INDEMNIFICATION
    1. Each party (“Indemnifying Party”) shall indemnify, defend, and hold harmless the other party, its affiliates, officers, directors, employees, agents, successors, and assigns (“Indemnified Party”) from and against any and all claims, demands, actions, suits, or proceedings initiated by third parties, as well as any resulting liabilities, damages, losses, costs, and expenses, including reasonable attorneys’ fees, to the extent such claims arise from;
       1. any breach by the Indemnifying Party of its covenants, agreements, or obligations under this Agreement;
       2. any inaccuracy or material misrepresentation in the representations or warranties made by the Indemnifying Party; or
       3. any claim that the use, licensing, or commercialization of intellectual property or proprietary rights by the Indemnifying Party infringes, misappropriates, or otherwise violates the rights of any third party. The Indemnified Party shall provide prompt written notice of any claim for which indemnification is sought, and the Indemnifying Party shall have the right to assume and control the defence with counsel of its choosing, subject to the Indemnified Party’s reasonable approval.
    2. The Indemnified Party shall cooperate in good faith, and while it may participate in the defence at its own expense, the Indemnifying Party shall not settle any claim without the Indemnified Party’s prior written consent if such settlement imposes liability, does not provide a full release, or includes an admission of wrongdoing. Indemnification shall not apply to the extent that the claim arises from the Indemnified Party’s own wilful misconduct, negligence, or material breach of this Agreement.
13. LIMITAION OF LIABILITY
    1. Except as expressly provided in this Agreement, neither Party shall be liable to the other for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to lost profits, business interruption, or loss of business opportunity, even if advised of the possibility of such damages.
    2. The total aggregate liability of either Party under this Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall not exceed the total amount paid by the Licensee to the Licensor under this Agreement during the term of the Agreement, except in the case of willful misconduct, gross negligence, or breach of confidentiality or intellectual property rights.
    3. Each Party acknowledges that it has entered into this Agreement with the understanding that its liability is limited as set forth herein, and that such limitations are an essential basis of the bargain between the Parties.
14. DISPUTE RESOLUTION
    1. The Parties shall endeavour to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. All disputes arising under this agreement shall be governed by and interpreted in accordance with the Arbitration laws of [INSERT COUNTRY/STATE OF ARBITRATION] , without regard to principles of conflict of laws. The parties to this agreement will submit all disputes arising under this Agreement to Arbitration in [INSERT COUNTRY/STATE OF ARBITRATION] before a single arbitrator . The arbitrator shall be selected by mutual agreement of the parties. The venue of Arbitration proceedings shall be [INSERT NAME OF COUNTRY AND CITY WHERE ARBITRATION SHALL BE CONDUCTED] No party to this agreement will challenge the jurisdiction or venue provisions as provided in this section. The decision of the Arbitrator shall be final and binding upon the parties.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE]
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Licensor and Licensee. 
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] Business Day following resumption of regular postal service:
       1. If to the Licensor: [INSERT THE EMAIL ID OR/AND ADDRESS OF LICENSOR]
       2. If to the Licensee: [INSERT THE EMAIL ID OR/AND ADDRESS OF LICENSEE]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
19. INDEPENDENT CONTRACTOR
    1. The Licensee acknowledges that they are solely an Independent Contractor and is not an employee, agent, partner of the licensor. Nothing in this agreement shall be construed as creating a partnership, joint venture, agency, employer-employee, or any other similar relationship between the parties.
20. MISCELLANEOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be English.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. DECLARATION
    1. Each of the parties hereto covenant and agree to execute and deliver such further and other agreements, assurances, undertakings or documents, cause such meetings to be held, resolutions passed and by-laws enacted, exercise their votes and influence and do and perform and cause to be done and performed any further and other acts and things as may be necessary or desirable in order to give full effect to this Agreement.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Signed, sealed and delivered on behalf of Licensor

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF LICENSOR]

Signature:

Date: [INSERT THE DATE ON WHICH LICENSOR SIGNS THE AGREEMENT]

Signed, sealed and delivered on behalf of Licensee

Name: [INSERT THE NAME/ DESIGNATION OF SIGNING AUTHORITY OF LICENSEE]

Signature: 

Date: [INSERT THE DATE ON WHICH LICENSEE SIGNS THE AGREEMENT]