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 a “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. TERM AND TERMINATION
   1. The term shall commence on the effective date hereof and shall continue for a period of [INSERT THE TERM OF AGREEMENT IN YEARS OR MONTHS], unless terminated earlier or extended as per the terms of this agreement.
   2. If either party materially breaches any provision of this Agreement and fails to cure such breach within [INSERT NUMBER OF DAYS WITHIN WHICH PARTY HAS OPPORTUNITY TO CURE THE BREACH] after receiving written notice of the breach from the non-breaching party, the non-breaching party may terminate this Agreement by providing written notice of termination. In such cases, the non-breaching party shall not be liable for any damages resulting from the termination, except as provided in this Agreement.
   3. Either Party may terminate this agreement immediately upon written notice if the other party becomes insolvent, files for bankruptcy, and ceases to conduct its regular operations.
3. 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].
4. 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.
5. 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.
6. SECURITY AND DAMAGE
   1. Protection of Goods: 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. Damage or loss: 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.
7. 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.
8. REPRESENTATION AND WARRANTIES
   1. Both Company and Manufacturer represent and warrant that each Party has full power, authority and right to execute and deliver this Agreement, has full power and authority to perform its obligations under this Agreement, and has taken all necessary action to authorize the execution and delivery of this Agreement. No other consents are necessary to enter into or perform this Agreement.
   2. Manufacturer represents and warrants that it has all the necessary licenses, permits and registrations, if any, required to develop the product under this Agreement in accordance with applicable federal, state and local laws, rules and regulations and that it will develop the Product according to the Company’s guidelines and specifications and with the standard of care prevailing in the industry.
9. 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.
10. INDEMNIFICATION
    1. Any material breach of this Agreement, or the negligence or willful misconduct of either party, the other party shall indemnify the other party and hold the other party harmless from and against any judgment, damage, liability, or expenses, including reasonable attorney’s fees, arising out of any claim with respect to the breach or alleged breach of such warranty of this agreement or such negligence or willful misconduct; provided that the other party shall have had sole control of the defense of any such action and all negotiations for its settlement or compromise; and, provided further, that no cost or expense shall be incurred for the account of the other party without its prior written consent.
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. NON-COMPETE
    1. Manufacturer agrees and covenants that during the term of this Agreement, and for a period of [INSERT THE YEARS OR MONTHS FOR WHICH NON COMPETE CLAUSE APPLIES] following the termination of this Agreement, Manufacturer will not, directly or indirectly, develop or engage in the same as were Manufactured for Company for any business that is directly or indirectly in competition with Company.
13. FORCE MAJEURE
    1. No failure or omission by the Manufacturer or the Company in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Company or the Manufacturer , as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
14. 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: 
    3. By direct negotiations between the Manufacturer and Company. 
    4. 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.
15. 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 seven (7) 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 seventh (7th) 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.
16. DISPUTE RESOLUTION
    1. The Parties shall endeavor 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. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL APPLY] then in force.
17. 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.
18. 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 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]