PRODUCT MANUFACTURING AGREEMENT

This Product Manufacturing 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 COMPANY], having registered office at [INSERT THE ADDRESS OF THE COMPANY] (hereinafter referred to as the “Company” 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 MANUFACTURER], having registered office at [INSERT THE ADDRESS OF THE MANUFACTURER] OR (hereinafter referred to as the “Manufacturer” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Company” and the “Manufacturer” together shall be referred to as “Parties” and individually as “Party”.

1. The Company is engaged in the business of [INSERT THE DESCRIPTION OF BUSINESS] and desires to engage the Manufacturer exclusively for the manufacturing of goods and services.
2. The Manufacturer is engaged in the production of high-quality products and desires to manufacture them for the Company.
3. The Company and Manufacturer mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. 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. “Products” shall refer to the tangible property to be manufactured pursuant to this agreement.
   2. “Manufacturer” refers to an individual or entity that manufactures the required products for the Company.
   3. ”Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Company) to the other party (Vendor) 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.
2. PRODUCT DESCRIPTION
   1. The Manufacturer agrees to exclusively manufacture the following products as per Company’s requirements: [INSERT NAME OF THE PRODUCT, PRICE QUALITY AND QUANTITY].
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. OBLIGATIONS OF THE COMPANY
   1. The Company hereby covenants and agrees that it shall:
      1. Provide the Manufacturer with complete, accurate, and final specifications, designs, instructions, and other relevant information reasonably necessary for the proper manufacture of the Products;
      2. Issue Purchase Orders in writing specifying the type, quantity, delivery schedule, and any applicable technical requirements related to the Products;
      3. Pay all amounts due and payable under the relevant invoices submitted by the Manufacturer in accordance with the payment terms set forth in this Agreement;
      4. Respond promptly to reasonable requests for approvals, clarifications, or instructions made by the Manufacturer in connection with the manufacture or delivery of the Products;
      5. Comply with its obligations under this Agreement in good faith and refrain from taking any action that may obstruct or hinder the Manufacturer’s performance of its obligations hereunder;
      6. Maintain the confidentiality of any proprietary or confidential information disclosed by the Manufacturer in accordance with the confidentiality provisions of this Agreement.
5. OBLIGATIONS OF MANUFACTURER
   1. The Manufacturer hereby covenants and agrees that it shall:
      1. Manufacture, assemble, package, and deliver the Products strictly in accordance with the specifications, quality standards, quantities, and timelines as provided by the Company under this Agreement and the relevant Purchase Orders issued pursuant hereto;
      2. Exercise the highest degree of professional diligence, care, and skill customarily observed by reputable manufacturers in the industry in the performance of its obligations under this Agreement;
      3. Comply with all applicable local, state, national, and international laws, statutes, rules, regulations, and standards governing the manufacture, packaging, labeling, storage, handling, and delivery of the Products;
      4. Obtain and maintain in full force and effect all licenses, permits, consents, and authorizations as may be required for the lawful performance of its manufacturing obligations under this Agreement;
      5. Promptly notify the Company in writing of any event, circumstance, or condition that is likely to materially affect the timely manufacture, quality, or delivery of the Products;
      6. Refrain from substituting materials, modifying specifications, or deviating from approved processes without the prior written consent of the Company.
6. PAYMENT
   1. The Company shall pay to the Manufacturer for the products listed on the production orders.
   2. The Company agrees to pay the amount mentioned in the invoice within [INSERT DAYS WITHIN WHICH COMPANY SHALL PAY THE AMOUNT MENTIONED IN THE INVOICE] business days. The payment shall be made via [INSERT THE MODE OF PAYMENT].
   3. In case of non-payment or any breach in case of payment terms by the Company, The Manufacturer may at its own discretion, suspend or terminate the manufacturing of products until full payment is received.
7. TIME IS OF ESSENCE
   1. The Parties acknowledge that the timely performance of all obligations under this Agreement is of critical importance. Time is of the essence, and any failure by either party to fulfil its obligations within the required timeframes shall constitute a material default under this Agreement. In the event of a breach by either party, the non-breaching party shall have the right, at its sole discretion, to declare this Agreement null and void, in which case all rights and obligations of the defaulting party shall immediately terminate.
   2. If the non-breaching party elects not to terminate the Agreement, it shall have the right to demand specific performance, requiring the breaching party to fulfil its obligations as outlined herein. Additionally, the non-breaching party retains the right to pursue any and all other legal and equitable remedies available under applicable law, including but not limited to seeking damages for losses incurred as a result of the breach. The non-breaching party shall also be entitled to recover from the breaching party all costs, expenses, and reasonable attorneys' fees incurred in enforcing the terms of this Agreement or pursuing any remedy arising from such breach.
   3. This clause shall not be construed as limiting any other rights or remedies available to either party under this Agreement, at law, or in equity.
8. REPRESENTATION AND WARRANTIES
   1. Each Party hereby represents and warrants to the other Party, as of the Effective Date and throughout the term of this Agreement, as follows:
      1. It is a legal entity duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation, and has full legal power and authority to enter into and perform its obligations under this Agreement;
      2. The execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate or organizational actions, and this Agreement constitutes a legal, valid, and binding obligation enforceable against such Party in accordance with its terms;
      3. The execution and delivery of this Agreement and the performance by such Party of its obligations hereunder do not and shall not conflict with, violate, or result in a breach of any agreement, instrument, order, judgment, or applicable law to which such Party is subject.
   2. Furthermore, the Manufacturer specifically represents and warrants that:
      1. It possesses all licenses, permits, consents, approvals, and authorizations required under applicable laws and regulations to lawfully manufacture, package, handle, store, and deliver the Products in accordance with this Agreement;
      2. The Products manufactured and supplied pursuant to this Agreement shall conform strictly to the specifications and quality standards provided by the Company, shall be free from material defects in design, workmanship, and materials, and shall be merchantable and fit for their intended purpose;
      3. All manufacturing and related services shall be performed in a professional and workmanlike manner, using qualified personnel, in accordance with industry best practices, and in compliance with all applicable federal, state, and local laws and regulations;
      4. It shall not infringe, misappropriate, or otherwise violate any third-party intellectual property rights in the performance of its obligations under this Agreement.
   3. The Company specifically represents and warrants that:
      1. It shall provide the Manufacturer with complete, accurate, and lawful specifications, designs, and requirements necessary for the proper manufacture of the Products;
      2. It owns, or otherwise possesses all necessary rights, title, and interest in and to all intellectual property, specifications, and other materials it provides to the Manufacturer under this Agreement, and the use of such materials by the Manufacturer in accordance with this Agreement shall not infringe upon any third-party rights;
      3. It shall not issue any instructions or provide specifications that would cause the Manufacturer to violate any applicable laws or infringe upon any third-party rights.
9. ORDER, MANUFACTURE AND DELIVERY
   1. Company shall submit production orders to the Manufacturer for the Products. Production Orders shall include the type and quantity of Products requested by Company, the requested delivery date, and any other specifications required by Company. Manufacturer shall use its best efforts to fill orders in a timely manner and shall notify the Company of any anticipated delays.
   2. All Materials delivered to Company shall be set forth in each written purchase order.  Manufacturer shall use its best efforts and the latest and most efficient delivery systems to deliver the Materials no sooner than [INSERT DAYS WITHIN WHICH THE MATERIAL HAS TO BE DELIVERED PRIOR TO APPLICABLE DELIVERY DATES] days prior to the applicable Delivery Dates and no later than the applicable Delivery Date.
10. SECURITY AND DAMAGE
    1. The Manufacturer shall exercise reasonable care and take necessary precautions to ensure the security of the products during transportation, storage including but not limited to proper loading, handling, securing, and unloading of the products. The Manufacturer shall store and protect the Goods from theft, damage, or deterioration while in its possession or control.
    2. In the event of loss, damage, or theft of the products while in its possession the Manufacturer shall promptly notify the Company and the appropriate authorities, as required by law. The Manufacturer shall provide a detailed description of the incident and the extent of the loss or damage. The Manufacturer shall cooperate with the Company in investigating any claims of damage, loss, or theft of the Goods. The Parties shall work together to determine the cause and extent of the damage or loss. The Manufacturer shall be liable for any loss or damage to the Products that occur while they are in the Manufacturer’s possession or control, except for loss or damage resulting from the act or omission of the Manufacturer, force majeure events, or the inherent nature of the Goods.
11. 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.
12. OWNERSHIP AND INTELLECTUAL PROPERTY
    1. The Manufacturer agrees that upon completion and full payment, all rights, title, and interest in the product manufactured under this agreement shall be transferred to the Company. The Company shall have the exclusive right to use, modify, distribute, and sublicense the product as it sees fit.
    2. The Manufacturer covenants that it will not claim any right, title or interest whether at law or in equity in any Intellectual Property of the Company’s business and in the Product Manufactured and that the Company shall be the sole, exclusive and absolute owner of all.
13. TERMINATION
    1. Either party may terminate this Agreement for material breach on [INSERT THE NUMBER OF DAYS FOR NOTICE OF TERMINATION] days' written notice with opportunity to cure; provided termination will become effective immediately upon such notice, without opportunity to cure, if:
       1. this Agreement provides a specific date or period for performance of the obligation breached; or
       2. the injury caused by the breach is of a type that cannot be materially reduced by the breaching party during the cure period.
    2. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Specifically, any outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. No new rights or obligations shall arise or be enforceable following termination, except for those expressly provided to survive termination within this Agreement.
    3. If this Agreement is terminated in accordance with its termination provisions, it shall become null and void and have no further force or effect, except that the Parties shall continue to be bound by its provisions regarding confidentiality and restrictions on announcements, indemnification, confidentiality, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from any liability for any breach of this Agreement occurring prior to the effective date of such termination.
14. 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.
15. LIMITATION OF LIABILITY
    1. In no event shall either party be liable to the other party for any indirect, incidental, consequential, special or exemplary damages, including without limitation, business interruption, loss of or unauthorized access to information, damages for loss of profits, incurred by the other party arising out of the services provided under this agreement, even if such party has been advised of the possibility of such damages, In no event will neither party’s liability on any claim, loss nor liability arising out of or connected with this agreement shall exceed the amounts paid to the Manufacturer by Company.
16. 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.
17. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY/STATE OF APPLICABLE LAWS].
    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 Company and Manufacturer.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE OF THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATION] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
18. FORCE MAJUERE
    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.
19. NON-COMPETE
    1. During the term of this Agreement and for a period of [INSERT THE DURATION FOR WHICH THE NON-COMPETE CLAUSE WILL APPLY, e.g., 12 months] following its termination or expiration (the "Restricted Period"), [INSERT THE PARTY THAT SHALL NOT COMPETE] shall not, directly or indirectly, engage in, own, manage, operate, control, be employed by, consult for, or otherwise participate in any business that competes with the products or services provided by the other party. within the geographical area of [INSERT THE GEOGRAPHICAL REGION WITHIN WHICH THE NON-COMPETE CLAUSE APPLIES]. Both parties agree that the scope, duration, and geographical limitations of this non-compete clause are reasonable and necessary to protect the legitimate business interests of [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE]. [INSERT THE NAME OF PARTY THAT IS PROTECTED UNDER NON-COMPETE CLAUSE] shall have the right to seek injunctive relief and any other remedies available at law or in equity to enforce this non-compete clause in the event of a breach or threatened breach by the other party.
20. 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 Manufacturer: [INSERT THE EMAIL ID OR/AND ADDRESS OF MANUFACTURER]
       2. If to the Company: [INSERT THE EMAIL ID OR/AND ADDRESS OF COMPANY]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
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. 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 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.
23. DECLARATION
    1. The Parties hereby acknowledge that the terms herein have been read, fully understood, and expressly agreed to, and hereby commit to performing their obligations with due diligence, honesty, and in good faith. The Parties hereby agree to foster a collaborative environment that promotes transparent communication and timely resolution of any issues, thereby ensuring compliance with all applicable laws and industry best practices.

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 Manufacturer

Name: [INSERT THE NAME/SIGNING AUTHORITY OF MANUFACTURER]

Signature:

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

Signed, sealed and delivered on behalf of Company

Name: [INSERT THE NAME/SIGNING AUTHORITY OF COMPANY]

Signature: 

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