[{"data":1,"prerenderedAt":515},["ShallowReactive",2],{"document-contract-for-the-manufacture-and-sale-of-goods-D1236":3},{"document":4,"label":23,"preview":11,"thumb":24,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":25,"breadcrumb":29,"related":37,"customDescModule":175,"customdescription":6,"mdFm":176,"mdProseHtml":514},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":15,"keywords":22},"CONTRACT FOR THE MANUFACTURE AND SALES OF GOODS This Contract for The Manufacture and Sales of Goods (the \"Sales Contract\") is made on [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Seller\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [BUYER NAME] (the \"Buyer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] DESCRIPTION OF MANUFACTURE AND SALE Seller agrees to manufacture and sell to buyer the following goods: [describe goods and set forth specifications] (the \"goods\"). PAYMENT Buyer agrees to pay for the goods as follows: [%] down within [NUMBER] days after execution of this agreement; [%] within [NUMBER] days after seller notifies buyer of opportunity to inspect and seller's intent to make delivery at expiration of [NUMBER] days from notice; and [%] upon delivery. If seller should regard its prospect of receiving the last payment insecure, it may demand payment prior to delivery. DELIVERY SCHEDULE Seller shall commence to manufacture within [NUMBER] weeks following receipt of buyer's initial deposit. Subject to the provisions of Section Five, seller will complete such manufacturing and make the goods available for inspection at seller's plant not later than [DATE]. If buyer's inspection discloses defects or adjustments, seller shall have a reasonable time to correct such defects and make such adjustments as are necessary. Buyer shall then have an opportunity to make a final pre-shipment inspection. Seller shall within [NUMBER] days of inspection cause the goods to be appropriately packaged and shipped to [address], [city], [state/province], or to such other destination specified by buyer",null,"Contract for the Manufacture and Sale of Goods","2",39,"doc","https://templates.business-in-a-box.com/imgs/1000px/contract-for-the-manufacture-and-sale-of-goods-D1236.png","https://templates.business-in-a-box.com/imgs/250px/1236.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1236.xml",{"title":6,"description":6},[16,19],{"label":17,"url":18},"Sales & Marketing","/templates/sales-marketing/",{"label":20,"url":21},"Marketing & Sales Contracts","/templates/marketing-sales-contracts/","contract for manufacture sale goods","Contract for the Manufacture and Sale of Goods Template","https://templates.business-in-a-box.com/imgs/400px/1236.png",[26,16,19],{"label":27,"url":28},"Templates","/templates/",[30,31,34],{"label":27,"url":28},{"label":32,"url":33},"Legal Agreements","/templates/business-legal-agreements/",{"label":35,"url":36},"Manufacturing & Supply","/templates/manufacturing-and-supply/",[38,42,46,50,54,58,62,66,70,74,78,82,86,101,116,130,145,160],{"label":39,"url":40,"thumb":41,"extension":10},"Contract for the Sale of Goods","/template/contract-for-the-sale-of-goods-D1237","https://templates.business-in-a-box.com/imgs/250px/1237.png",{"label":43,"url":44,"thumb":45,"extension":10},"Sale Agreement for International Goods","/template/sale-agreement-for-international-goods-D12553","https://templates.business-in-a-box.com/imgs/250px/12553.png",{"label":47,"url":48,"thumb":49,"extension":10},"Contract for the Storage of Goods","/template/contract-for-the-storage-of-goods-D869","https://templates.business-in-a-box.com/imgs/250px/869.png",{"label":51,"url":52,"thumb":53,"extension":10},"Installment Sale Contract","/template/installment-sale-contract-D12709","https://templates.business-in-a-box.com/imgs/250px/12709.png",{"label":55,"url":56,"thumb":57,"extension":10},"Agreement to Rescind Contract of Sale","/template/agreement-to-rescind-contract-of-sale-D1165","https://templates.business-in-a-box.com/imgs/250px/1165.png",{"label":59,"url":60,"thumb":61,"extension":10},"Contract of Sale of Commercial Property","/template/contract-of-sale-of-commercial-property-D1169","https://templates.business-in-a-box.com/imgs/250px/1169.png",{"label":63,"url":64,"thumb":65,"extension":10},"Purchase and Sale Agreement","/template/purchase-and-sale-agreement-D13884","https://templates.business-in-a-box.com/imgs/250px/13884.png",{"label":67,"url":68,"thumb":69,"extension":10},"Assignment of Real Estate Contract and Sale Agreement","/template/assignment-of-real-estate-contract-and-sale-agreement-D1157","https://templates.business-in-a-box.com/imgs/250px/1157.png",{"label":71,"url":72,"thumb":73,"extension":10},"License Agreement Non-Exclusive License to Manufacture","/template/license-agreement-non-exclusive-license-to-manufacture-D1245","https://templates.business-in-a-box.com/imgs/250px/1245.png",{"label":75,"url":76,"thumb":77,"extension":10},"Bulk Sale Agreement","/template/bulk-sale-agreement-D1231","https://templates.business-in-a-box.com/imgs/250px/1231.png",{"label":79,"url":80,"thumb":81,"extension":10},"Conditional Sale Agreement","/template/conditional-sale-agreement-D1235","https://templates.business-in-a-box.com/imgs/250px/1235.png",{"label":83,"url":84,"thumb":85,"extension":10},"Bill of Sale","/template/bill-of-sale-D1229","https://templates.business-in-a-box.com/imgs/250px/1229.png",{"description":87,"descriptionCustom":6,"label":88,"pages":89,"size":90,"extension":10,"preview":91,"thumb":92,"svgFrame":93,"seoMetadata":94,"parents":96,"keywords":95,"url":100},"MANUFACTURING AGREEMENT This Manufacturing (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Publisher\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [MANUFACTURER NAME] (the \"Manufacturer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Recitals: Publisher has expended considerable time, effort, and resources in the development and/or publishing of certain unique, copyrighted and proprietary interactive multimedia products and software, and the documentation and packaging materials related thereto (the \"Publisher Products\" as defined below); Manufacturer desires to act as a Manufacturer of the Publisher Products bundled together with the products of Manufacturer or of third parties, and represents to Publisher that Manufacturer has sufficient expertise, resources, and personnel to perform its obligations under this Agreement. Manufacturer further desires to manufacture the Publisher Products for purposes of such distribution; and Publisher desires to have Manufacturer act as a Manufacturer of the Publisher Products on the terms and conditions set forth herein. Therefore, in consideration of the mutual covenants and promises contained herein, the parties hereto agree as follows: DEFINITIONS \"Publisher Products\" shall mean the products identified in Exhibit A attached hereto, together with any accompanying documentation, packaging, or other materials identified on Exhibit A (if any). Publisher, in its sole discretion, reserves the right to add Publisher Products to or delete Publisher Products from Exhibit A on [NUMBER] days notice. \"Bundles\" shall mean the combination of the Publisher Products with hardware and/or software distributed as a unit by Manufacturer, as described in Exhibit C. \"Proprietary Rights\" shall mean all rights of Publisher and its licensors in the Publisher Products including, without limitation, copyright, patent, design patent, trademark, trade dress, trade secret, and publicity rights, arising under applicable law and international conventions. \"Territory\" shall be defined as the world. GRANT OF LICENSES Distribution License Publisher grants to Manufacturer a non-transferrable and non-exclusive license during the term of this Agreement to include the Publisher Products in Bundles and to distribute Bundles directly or through distributors and retailers to end-users located in the Territory. In addition to the other terms and conditions of this Agreement, these licenses to distribute are expressly subject to the following conditions: Manufacturer distribution to end-users, whether directly or through distributors and retailers, shall be made only pursuant to the end-user license included with the Publisher Products, and each license of a Publisher Product by Manufacturer to an end-user will be allowed only in jurisdictions where an enforceable copyright covering the Publisher Products exists; and Manufacturer distribution to any entity other than end-users, including without limitation distribution to retailers or other distributors or sub-distributors, shall be made pursuant to written agreement(s) with Manufacturer which (i) comply with all of the terms of this Agreement, (ii) are no less protective of Publisher's rights than the terms of this Agreement, and (iii) expressly make Publisher a third-party beneficiary. Manufacturer shall be entitled to distribute only those Publisher Products manufactured by Manufacturer. Manufacturing License Subject to the terms of this Agreement, Publisher grants to Manufacturer and Manufacturer accepts, for the term of this Agreement, the nonexclusive right to manufacture the Publisher Products only in the [COUNTRY] and only for distribution as otherwise provided in this Agreement, subject to the following limitations: Manufacturer may manufacture the Publisher Products, provided that such manufacturing is at Manufacturer 's own cost and in accordance with this Agreement and otherwise prudent in protecting Publisher's and its Licensors' Proprietary Rights. Any and all copies of the Publisher Products manufactured by Manufacturer shall contain security coding in a form acceptable to Publisher. Manufacturer shall indemnify and pay Publisher for any unauthorized copies of the Publisher Products manufactured by Manufacturer or at its authorized facilities at the full retail price of such Publisher Products. Manufacturer shall manufacture the Publisher Products in accordance with strict security procedures and shall keep detailed manufacturing and distribution records for all units manufactured. Manufacturer's manufacturing facilities and manufacturing and distribution records shall be open to Publisher's inspection without notice. Manufacturer shall include with all copies of the Publisher Products manufactured by Manufacturer an end-user license in the form provided by Publisher. Changes to the terms of the end-user license shall be subject to approval by Publisher, in its sole discretion. Manufacturer shall manufacture the Publisher Products from production masters of the Publisher Products (including without limitation production masters of packaging and related materials) provided by Publisher in accordance with the schedule set forth on Exhibit B. Manufacturer agrees not to alter the Publisher Products (including without limitation their packaging) without Publisher's prior written consent. Prohibited Acts Neither Manufacturer nor anyone to whom Manufacturer distributes the Publisher Products has the right to distribute or sell the Publisher Products except as part of Bundles within the Territory, without the express prior written approval of Publisher. Anyone who unbundles any Publisher Products shipped to Manufacturer for inclusion in Bundles shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Manufacturer shall notify those to whom it distributes the Publisher Products in Bundles that unbundling is specifically prohibited, and that anyone who unbundles any Bundled Publisher Products shipped to or through Manufacturer shall be liable for the full wholesale price of all such unbundled Publisher Products plus all applicable attorneys' fees and costs incurred in investigating and prosecuting an action against the unbundling party. Limitations Title to the Publisher Products and all associated patents, copyrights, trademarks, trade dress, trade secrets and other proprietary rights shall remain with Publisher and its licensors. Except as expressly authorized by Publisher in writing, Manufacturer will not, and will cause its employees, agents and Manufacturer not to: (i) modify, translate, reverse engineer, decompile, disassemble, create derivative works of or copy the Publisher Pr6ducts or related documentation; (ii) remove, alter, or cover any copyright or trademark notices or other proprietary rights notices placed or embedded by Publisher on or in the Publisher Products. Non-Exclusivity The licenses granted in this Agreement are non-exclusive. Accordingly, nothing in this Agreement shall be construed as limiting in any manner Publisher's marketing or distribution activities (including without limitation the distribution of Publisher Products upgrades and Publisher Products to end users of Bundles) or Publisher's appointment of other dealers, distributors, value-added resellers, original equipment manufacturers, licensees or agents in the Territory. Packaging, Advertising and Promotion Packaging","Manufacturing Agreement","15",513,"https://templates.business-in-a-box.com/imgs/1000px/manufacturing-agreement-D12795.png","https://templates.business-in-a-box.com/imgs/250px/12795.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12795.xml",{"title":95,"description":6},"manufacturing agreement",[97,99],{"label":32,"url":98},"business-legal-agreements",{"label":32,"url":98},"/template/manufacturing-agreement-D12795",{"description":102,"descriptionCustom":6,"label":103,"pages":104,"size":90,"extension":10,"preview":105,"thumb":106,"svgFrame":107,"seoMetadata":108,"parents":110,"keywords":109,"url":115},"Asset Purchase Agreement Your transaction description here. Table of Content 1. INTERPRETATION 5 1.1. Definitions 5 1.2. Extended Meanings 8 1.3. Interpretation Not Affected by Headings 8 1.4. Applicable Law 8 1.5. Funds 8 1.6. Financial Documents 8 1.7. Invalidity 9 1.8. Business Day 9 1.9. Preamble 9 2 PURCHASED ASSETS 9 2.1. Purchased Assets 9 2.2. Excluded Assets 10 2.3. Leases and Retention of Ownership Agreements 11 2.4. Removal of Purchased Assets 11 2.5. Forward Commitments 11 2.6. Assets Used in the Business 11 3. PURCHASE AND SALE 11 3.1. Purchase Price 11 3.2. Default 12 3.3. Balance of Price 12 3.4. Allocation of the Purchase Price 12 3.5. No Assumption of Liabilities 12 3.6. Payment of Taxes 13 3.7. Adjustments 13 3.8. Net Worth Adjustment 13 3.9. Disagreement Regarding Adjustment of Purchase Price 13 3.10. Escrow of Purchase Price 13 4. CLOSINGS AND CONDITIONS PRECEDENT TO THE SALE 14 4.1. Closing Date 14 4.2. Conditions Precedent to Closing in Favor of the Purchaser 14 4.3. Conditions Precedent to Closing in Favor of the Seller 17 4.4. Risk of Loss 17 4.5. Notification 18 5. REPRESENTATIONS AND WARRANTIES OF THE SELLER AND THE PURCHASER 18 5.1. Representations and Warranties of Seller 18 5.2. Representations and Warranties of the Purchaser 28 5.3. Survival 29 5.4. Indemnification of the Purchaser 29 5.5. Warranty Work 29 6. EMPLOYEES 30 6.1. List of Non-Unionized Employees 30 6.2. Employment to Non-Unionized Employees 30 6.3. Claims by Non-Unionized Employees 30 6.4. Pension Plan for Employees 30 6.5. Assumption of Collective Agreement 31 6.6. List of Unionized Employees 31 6.7. Offers to Unionized Employees 31 6.8. Short Term and Long-Term Disability 32 6.9. Benefit Plans 32 7. MUTUAL COOPERATION 32 7.1. Conduct of Business Prior to Closing 32 7.2. Access for Investigation Prior to Closing 32 7.3. Actions to Satisfy Closing Conditions 33 7.4. Transfer of Purchased Assets 33 7.5. Assistance in Judicial Claims 34 7.6. Collection of Receivables 34 7.7. Accounts Receivable 34 7.8. Differentiation of Products 35 8. MISCELLANEOUS 35 8.1. Successors and Assigns 35 8.2. Brokers 35 8.3. Legal Fees 35 8.4. Public Announcement 35 8.5. Entire Agreement 35 8.6. Notices 36 8.7. Time of Essence 36 8.8. Counterparts 36 9. GUARANTEE 36 9.1. Intervention of the Guarantor 36 9.2. Indulgence 37 9.3. Disability of Purchaser 37 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [FIRST PART] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [SECOND PART] (the \"Seller\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Seller carries on the business of [NUMBER] WHEREAS the Seller has agreed to sell, and the Purchaser has agreed to purchase certain assets relating to the Business upon the terms and conditions set forth in this Agreement. NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HEREIN CONTAINED AND OTHER GOOD AND VALUABLE CONSIDERATION, THE [COMPANY NAME] HERETO AGREE AS FOLLOWS: INTERPRETATION Definitions Unless the subject matter or context otherwise requires: \"Affiliate\" has the meaning ascribed to the term \"affiliated corporations\" in the [COUNTRY Business Corporations Act]. \"Associate\" has the meaning ascribed to the term \"associate\" in the [COUNTRY Business Corporations Act]. \"Balance of Price\" has the meaning ascribed thereto in Section 3.1.2. \"Books and Records\" means any books and records (originals or copies thereof) of Seller relating exclusively to the Business including, without limitation, books and records relating to the purchase materials and supplies, the manufacture, assembly and processing of products, sales of products, dealings with customers and franchises, invoices, customer lists, mailing lists, suppliers lists, trademarks and trade names, financial records, personnel records (to the extent permitted by law) and taxes (excluding Seller's income tax and other tax records unrelated to the Business). \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close. \"Claims\" means any demand, action, cause of action, damage, loss, cost, liability, expense or requirements, governmental or otherwise, including the cost of legal representation in respect thereof and any interest or penalty arising in connection therewith. \"Closing\" means the completion of the sale to and purchase by the Purchaser of the Purchased Assets under this Agreement by the transfer and delivery of documents of title thereto and the payment of the Purchase Price therefore in accordance with this Agreement. \"Closing Date\" has the meaning ascribed thereto at Section 4.1. \"Collective Agreement\" has the meaning ascribed thereto at Section 5.1.15. \"Employees\" has the meaning ascribed thereto at Section 5.1.15. \"Excluded Assets\" has the meaning ascribed thereto at Section 2.2. \"Goodwill\" has the meaning ascribed thereto in Subsection 2.1.12. \"Immovables\" has the meaning ascribed thereto in Subsection 2.1.4. \"Financial Statements\" means: the audited financial statements of the Seller relating to its Business for the fiscal periods ended [NUMBER] through [NUMBER] inclusive, consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; and the unaudited interim financial statements of the Seller relating to its Business for the interim fiscal period ended [NUMBER], consisting of a balance sheet, statements of income and retained earnings, statement of profits and losses, changes in financial position, auditor(s)' report and notes thereto; true and exact copies of which are attached as Schedule 1.1a) hereto. \"Inventories\" means any product held for sale by the Seller and any materials (including components, spare parts, raw materials, work-in-process, finished products, packaging), held by the Seller in connection with the manufacturing, processing, assembly and sale of products, whether or not located on the Seller's premises, on consignment to a third party or in possession of sub-contractors, in transit or in storage. \"Letter of Credit\" means the irrevocable letter of credit issued by the [Bank] to the Seller in the amount of [AMOUNT]. \"Liabilities\" means all the liabilities, debts and obligations of the Seller whether present or future, whether pertaining to the Business, the Purchased Assets or otherwise, including, without limiting the generality of the foregoing: Liabilities under any service, management or other contract entered into by the Seller; Liabilities under any plans, programs or arrangements of any kind with respect to benefits provided to each person employed by the Seller at the Closing Date; Any Liabilities for any accidents, breach of contract, delict and quasi-delict, occupational health and safety violations, and all other types of claims and lawsuits connected with or arising out of any matter, incident, occurrence of set of facts or circumstances prior to the Closing Date; Liabilities relating to defects of any product sold at any time by the Seller prior to the Closing Date;","Purchase Agreement","37","https://templates.business-in-a-box.com/imgs/1000px/purchase-agreement-D12670.png","https://templates.business-in-a-box.com/imgs/250px/12670.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12670.xml",{"title":109,"description":6},"purchase agreement",[111,112],{"label":32,"url":98},{"label":113,"url":114},"Purchase & Sale Agreements","purchase-sale-agreement","/template/purchase-agreement-D12670",{"description":117,"descriptionCustom":6,"label":118,"pages":119,"size":120,"extension":10,"preview":121,"thumb":122,"svgFrame":123,"seoMetadata":124,"parents":125,"keywords":128,"url":129},"SUPPLY AGREEMENT This Supply Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Supplier\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND PARTY NAME] (the \"Purchaser\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WITNESSETH: WHEREAS [YOUR COMPANY NAME] currently supplies and distributes [SPECIFY] (the \"Product\"); WHEREAS [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, is prepared to sell and deliver to the Purchaser, on an ongoing basis and as its exclusive supplier, and the Purchaser is prepared to buy on this basis from [YOUR COMPANY NAME], all of the Purchaser's Product requirements; NOW, THEREFORE, IN CONSIDERATION OF THE MUTUAL COVENANTS AND AGREEMENTS HERETO CONTAINED AND FOR OTHER GOOD AND VALUABLE CONSIDERATION, DULY RECEIVED, THE PARTIES HERETO AGREE AS FOLLOWS: 1. DEFINITIONS AND INTERPRETATION 1.1 Whenever used in this Agreement, the schedules thereto, or any ancillary document thereto, the following terms, unless the subject matter or context otherwise requires, shall have the following meanings: 1.1.1 \"Agreement\" means or refers to this Agreement as amended from time to time and any indenture, agreement or instrument supplemental or ancillary hereto or in implementation hereof; 1.1.2 \"Business Day\" means any day excluding Saturday, Sunday and any other day which in [STATE/PROVINCE], [COUNTRY] is a legal holiday or a day on which financial institutions are authorized by law or by local proclamation to close; 1.1.3 \"Person\" means any individual, company, corporation, partnership, firm, trust, sole proprietorship, government or entity howsoever designated or constituted; and 1.1.4 \"Product\" means or refers to [SPECIFY] sold pursuant to this Agreement. 1.2 Words importing the singular number include the plural and vice versa and words importing the masculine gender include the feminine and neuter genders. 1.3 The division of this Agreement into articles and insertion of headings is for convenience and reference only and shall not affect the construction or interpretation of this Agreement. 1.4 All dollar amounts referred to in this Agreement are in lawful money of [COUNTRY]. 1.5 The preamble hereto forms an integral part of this Agreement. 2. SALE AND PURCHASE OF PRODUCTS [YOUR COMPANY NAME] hereby agrees and undertakes to sell to the Purchaser, and the Purchaser agrees and undertakes to purchase from [YOUR COMPANY NAME], for the price and subject to the terms and conditions contained herein, the total requirements of Product needed by the Purchaser for its day-to-day manufacturing and distributing activities during the term of this Agreement. At the date of signing of the present Agreement, the Purchaser estimates its requirements for the current year at $[AMOUNT] of Product. 3. ORDERS AND DELIVERY OF PRODUCTS 3.1 Each order for Products purchased pursuant to this Agreement shall be in writing and shall be sent to the address of the party selling the Products by mail or by fax or in such other manner expressly agreed upon between the interested parties. 3.2 Unless otherwise expressly agreed upon between the parties or as provided in Section 4, the party selling the Products shall be responsible and shall pay for the delivery, to the other party at its address hereinabove mentioned, of such Products sold hereunder. 3.3 Unless otherwise expressly agreed upon between the parties, delivery of the Products purchased hereunder shall be completed within seven Business Days of the receipt, by the party selling the Products, of the written order for such Products. 3.4 In the event that a party fails to deliver any Products requested in an order within the period provided in subsection 3.3 hereinabove, the purchasing party shall be entitled to purchase, from any person, a quantity of Products equal to quantity of Products specified in such order. In such a case, the purchasing party shall be entitled to cancel the order for the Products specified in the order. The purchasing party shall, at the same time an order is made to an other person pursuant to this subsection, send to the other party, a copy of such order indicating the quantity and the price of the Products so purchased. 3.5 The title to the Products sold hereunder shall pass from the selling party to the purchasing party upon complete payment of the purchase price of the Products mentioned in Section 4 hereinafter. The risks of lost or damage to such Products sold hereunder shall pass from the selling party to the purchasing party at the date of the delivery of the Products. 3.6 Each party shall insure the Products purchased by it hereunder for the period starting on the date of receipt of the Products and terminating when complete payment for such Products is made and, upon request, shall provide the other party with the documents evidencing that the Products are so insured. 4. PRICE OF PRODUCTS 4.1 For the initial term of this Agreement stipulated in sub-section 6.1 hereinafter, the price of the Product sold by [YOUR COMPANY NAME] to the Purchaser hereunder shall be [SPECIFY PRICING SCHEME]. 4.2 The prices of the Products sold pursuant to this Agreement during any subsequent term provided for in sub-section 6.1 hereinafter shall be mutually agreed upon by the parties hereunder. 4.3 The prices of the Products determined pursuant to this section 4 shall be delivered prices and shall be increased by the amount of any taxes or other governmental charges payable with respect to the sale of the Products (other than income tax, business or real property taxes) now in effect or becoming effective after the date thereof. 5. TERMS OF PAYMENT 5.1 Each party shall pay to the other party at its address hereinabove mentioned, within [NUMBER] calendar days from the date of receipt of the Products purchased, the price for such Products as determined pursuant to section 4 hereinabove. 5.2 The price of the Products purchased hereunder will be discounted by [PERCENTAGE %] if complete payment for the Products is made within [NUMBER] calendar days of receipt by the purchasing party. 5.3 The Purchaser agrees to pay a monthly interest charge on overdue amounts for Products purchased hereunder calculated on the basis of an annual rate of interest equal to the prime rate in effect on the due date of payment, plus [PERCENTAGE % IN LETTERS] percent (PERCENTAGE %]). 6. TERM OF AGREEMENT 6.1 Subject to the provisions of sub-sections 6.2 to 6.4 hereinafter, this Agreement shall be in force for an initial term of one year commencing on the date of signature. This Agreement shall be automatically renewed for additional [NUMBER IN LETTERS] ([NUMBER]) year terms unless either party terminates it upon written notice given to the other party at least [NUMBER] calendar days prior to the end of the initial term or of any subsequent terms. 6.2 Notwithstanding the provisions of sub-section 6.1, this Agreement shall be automatically terminated in the event that the parties hereto fail to agree in writing, at the latest on the thirtieth day preceding the beginning of any subsequent term, on the price for the Products to be sold hereunder during such subsequent term as provided for in sub-section 4.3 hereinabove. 6.3 Notwithstanding the provisions of sub-section 6.1 and in addition to Section 6","Supply Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/supply-agreement-D918.png","https://templates.business-in-a-box.com/imgs/250px/918.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#918.xml",{"title":6,"description":6},[126,127],{"label":32,"url":98},{"label":32,"url":98},"supply agreement","/template/supply-agreement-D918",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":90,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":144},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","3","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":138,"description":6},"non disclosure agreement nda",[140,141],{"label":32,"url":98},{"label":142,"url":143},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":146,"descriptionCustom":6,"label":147,"pages":148,"size":90,"extension":10,"preview":149,"thumb":150,"svgFrame":151,"seoMetadata":152,"parents":154,"keywords":153,"url":159},"EXCLUSIVE DISTRIBUTION AGREEMENT This Exclusive Distribution Agreement (the\" Agreement\"), is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Company\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [DISTRIBUTOR NAME] (the \"Distributor\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to market the Products described in Schedule A (the \"Products\") through the Distributor, it is agreed as follows: DEFINITIONS 1.1 When used in this Agreement, the following terms shall have the respective meanings indicated, such meanings to be applicable to both the singular and plural forms of the terms defined: 1.2 \"Agreement\" means this agreement, the Schedules attached hereto, and any documents included by reference, as each may be amended from time to time in accordance with the terms of this Agreement. 1.3 \"Accessories\" means the accessories described in Exhibit A attached hereto, and includes any special devices manufactured by Company and used in connection with the operation of the Goods. Accessories may be deleted from or added to Exhibit A and their specifications and design may be changed by Company at its sole discretion at any time by mailing written notice of such changes to Distributor. Each change shall become effective [NUMBER] days following the date notice thereof is sent to Distributor. 1.4 \"Affiliate means\" any company controlled by, controlling, or under common control with the Company. Affiliate means any person, corporation or other entity: which owns, now or hereafter, directly or indirectly, twenty-five percent (25%) or more of any class of the voting stock of Company or is, now or hereafter, directly or indirectly, in effective control of Company; or twenty-five percent (25%) or more of any class of the voting stock of which Company, owns, now or hereafter, directly or indirectly, or of which the Company, or a party is, now or hereafter, directly or indirectly, in control. 1.5 \"Customer\" means any person who purchases or leases Products from Distributor. 1.6 \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. 1.7 \"Exhibit\" means an exhibit attached to this agreement. 1.8 \"Goods\" means those items sold, as described below. \"Products\" means Goods, Accessories, and Spare Parts. 1.10 \"Spare Parts means\": (i) all parts and components of the Goods; (ii) any special devices used in connection with the maintenance or servicing of the Goods. 1.11 \"Specifications\" means those specifications set forth below. 1.12 \"Territory\" means the following geographic area or areas: [SPECIFY]. During the term of this Agreement, Distributor shall have the first right of refusal at its option to expand the Territory in order to distribute the Products on an exclusive basis in [COUNTRIES]. Company shall give Distributor written notice and the terms under which it intends to permit distribution, or the terms of any offer or request from a third party for rights to distribute, any of the Products in any country not then included in the Territory. Distributor shall accept or reject such offer in writing within [NUMBER] days after receipt thereof, and, if Distributor accepts such offer, the Territory shall be appropriately expanded. 1.13 \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of the Company. APPOINTMENT OF DISTRIBUTOR 2.1 Company hereby appoints Distributor as Company's exclusive distributor of Products in the Territory, and Distributor accepts that position. Company, to the extent that it is legally Permitted to do so, (i) shall not appoint any distributor or agent in the Territory for the Products other than Distributor, (ii) shall not, and shall cause any Affiliate not to, knowingly sell Products to any person other than Distributor or a party designated by Distributor for use or resale within the Territory (except pursuant to any agreement effective at the time this Agreement became applicable to the service so provided), and (iii) shall use its best efforts to prevent any party other than Distributor from seeking customers for the Products in the Territory, from establishing any branch related to the distribution of Products in the Territory, or from maintaining any distribution depot with respect to the Products in the Territory. If Company, or any Affiliate, sells any Product which is eventually resold in the Territory (other than a sale to Distributor or a party designated by Distributor) and Company, or that Affiliate, had reason to know at the time of its sale of that Product that such resale was likely to occur, Company shall, immediately after the trigger sale (which shall be the resale of the Product in the territory or the sale immediately preceding the use of the Product in the Territory) is contracted, pay to the Distributor [PERCENT] % of the price of that Product under this Agreement at the time that the trigger sale was contracted, which payment shall represent a recapture of certain advertising and capital expenditures made by Distributor. Nothing contained in this Section shall affect any other right or remedy which Distributor may have pursuant to this Agreement. Referrals 3.1 If Company or any Affiliate is contacted by any party inquiring about the purchase of Products in the Territory (other than Distributor or a party designated by Distributor), Company shall, or shall cause that Affiliate to, refer such party to Distributor for handling. Relationship of Parties Distributor is an independent contractor and is not the legal representative or agent of Company for any purpose and shall have no right or authority (except as expressly provided in this Agreement) to incur, assume or create in writing or otherwise, any warranty over any of Company's employees, all of whom are entirely under the control of Company, who shall be responsible for their acts and omissions. Distributor shall, at its own expense, during the term of this Agreement and any extension thereof, maintain full insurance under any Workmen's Compensation Laws effective in the state or other applicable jurisdiction covering all persons employed by and working for it in connection with the performance of this Agreement, and upon request shall furnish Company with satisfactory evidence of the maintenance of such insurance. Distributor accepts exclusive liability for all contributions and payroll taxes required under Federal Social Security Laws and State Unemployment Compensation Laws or other payments under any laws of similar character in any applicable jurisdiction as to all persons employed by and working for it. Nothing contained in this Agreement shall be deemed to create any partnership or joint venture relationship between the parties. Sale of Products by Distributor 5.1 Distributor agrees to exercise its best efforts to develop the largest possible market for the Products in the Territory and shall continuously offer, advertise, demonstrate and otherwise promote the sale of Products in the Territory. The parties have consulted together and now agree that if Distributor's best efforts are used as provided in this Section, a minimum of [SPECIFY] Products (\"Annual Market Potential\") will be purchased and distributed in the Territory during the first year of this Agreement. ","Exclusive Distribution Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/exclusive-distribution-agreement-D1240.png","https://templates.business-in-a-box.com/imgs/250px/1240.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1240.xml",{"title":153,"description":6},"exclusive distribution agreement",[155,157],{"label":17,"url":156},"sales-marketing",{"label":20,"url":158},"marketing-sales-contracts","/template/exclusive-distribution-agreement-D1240",{"description":161,"descriptionCustom":6,"label":162,"pages":133,"size":163,"extension":10,"preview":164,"thumb":165,"svgFrame":166,"seoMetadata":167,"parents":168,"keywords":173,"url":174},"LICENSE AGREEMENT This License Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Indemnitor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Indemnitee\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] In consideration of the mutual promises contained in this agreement, the parties agree as follows: GRANT OF LICENSE; DESCRIPTION OF PREMISES Licensor grants to licensee a license to occupy and use, subject to all of the terms and conditions of this agreement, the following described property located in [CITY], [STATE/PROVINCE]: [insert legal description]. LIMITATION TO DESCRIBED PURPOSE The above-described property may be occupied and used by licensee solely for [specify primary purpose(s)] and for incidental purposes related to such purpose during the period beginning [date], and continuing until this agreement is terminated as provided in this agreement. PERIODIC PAYMENTS Licensee shall pay licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this agreement. VARIABLE PAYMENTS In addition to making the payments provided for in Section Three of this agreement, licensee shall make payments based on the extent of utilization of the above-described property. Such payments shall be at the rate of [SPECIFY]. The first payment under this provision shall cover the period from and including [date], to and including [date], and shall be due and payable on [date]. Subsequent payments shall cover [NUMBER] intervals after [date], and each such payment shall be due and payable [NUMBER] days after the expiration of the [TIME] interval to which it is applicable. All payments shall be supported by appropriate statements certified by licensee. TERMINATION Either party may terminate this agreement at any time, without regard to payment periods by giving written notice to the other, specifying the date of termination, such notice to be given not less than [NUMBER] days prior to the date specified in such notice for the date of termination. Should the above-described property, or any essential part of such property, be totally destroyed by fire or other casualty, this agreement shall immediately terminate; and, in the case of partial destruction, this agreement may be terminated by either party by giving written notice to the other, specifying the date of termination, such notice to be given within [NUMBER] days following such partial destruction and not less than [NUMBER] days prior to the termination date specified in such notice.","License Agreement",43,"https://templates.business-in-a-box.com/imgs/1000px/license-agreement-D1180.png","https://templates.business-in-a-box.com/imgs/250px/1180.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1180.xml",{"title":6,"description":6},[169,170],{"label":32,"url":98},{"label":171,"url":172},"License Agreements","license-agreement","license agreement","/template/license-agreement-D1180",false,{"seo":177,"reviewer":190,"quick_facts":194,"at_a_glance":197,"personas":201,"variants":226,"glossary":250,"clauses":287,"how_to_fill":338,"common_mistakes":379,"faqs":404,"industries":432,"comparisons":449,"diy_vs_lawyer":461,"jurisdictions":474,"related_template_ids_curated":495,"schema":502,"classification":503},{"meta_title":178,"meta_description":179,"primary_keyword":180,"secondary_keywords":181},"Contract for the Manufacture and Sale of Goods | BIB","Free manufacture and sale of goods contract template covering specs, quality, lead times, IP, tooling, exclusivity, warranties, and delivery.","contract for the manufacture and sale of goods",[182,183,184,185,186,187,188,189],"manufacturing and sale of goods contract template","manufacture and purchase agreement template","manufacturing contract template word","custom manufacturing agreement template","goods manufacturing contract free download","product manufacturing agreement template","manufacturing purchase contract template","OEM contract template",{"name":191,"credential":192,"reviewed_date":193},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":195,"legal_review_recommended":196,"signature_required":196},"advanced",true,{"what_it_is":198,"when_you_need_it":199,"whats_inside":200},"A Contract for the Manufacture and Sale of Goods is a legally binding agreement between a buyer and a manufacturer that combines a production engagement with a purchase commitment in a single enforceable document. This free Word download covers product specifications, quality standards, lead times, tooling ownership, IP assignment, exclusivity, warranties, and delivery terms — ready to edit online and export as PDF.\n","Use it whenever you are commissioning a manufacturer to produce custom or private-label goods to your specifications and want a binding purchase obligation alongside the production terms. It is essential before tooling, molds, or materials are ordered on your behalf.\n","Product specifications and approved samples, production lead times and forecasting obligations, quality control and inspection rights, tooling and mold ownership, IP assignment and confidentiality, exclusivity terms, pricing and payment schedules, delivery and risk of loss, warranties and indemnification, and termination and remedies.\n",[202,206,210,214,218,222],{"title":203,"use_case":204,"icon_asset_id":205},"Product entrepreneurs and brand founders","Commissioning a factory to produce private-label goods to custom specifications","persona-startup-founder",{"title":207,"use_case":208,"icon_asset_id":209},"Sourcing and procurement managers","Formalizing an OEM relationship with a contract manufacturer for the first time","persona-operations-director",{"title":211,"use_case":212,"icon_asset_id":213},"Small business owners","Locking in pricing, lead times, and quality standards before placing a large production order","persona-small-business-owner",{"title":215,"use_case":216,"icon_asset_id":217},"Consumer goods companies","Protecting proprietary product designs and tooling investments across a multi-year supply relationship","persona-ceo",{"title":219,"use_case":220,"icon_asset_id":221},"Industrial and B2B buyers","Contracting a supplier to manufacture components built to engineering drawings and tolerances","persona-contractor",{"title":223,"use_case":224,"icon_asset_id":225},"Import/export businesses","Establishing binding production and purchase terms with an overseas manufacturer before shipment","persona-international-employer",[227,230,233,236,240,243,246],{"situation":228,"recommended_template":103,"slug":229},"Buying finished goods from an existing catalog without custom production","purchase-agreement-D12670",{"situation":231,"recommended_template":88,"slug":232},"Engaging a manufacturer for services only with no purchase commitment","manufacturing-agreement-D12795",{"situation":234,"recommended_template":118,"slug":235},"Sourcing components or raw materials from a supplier","supply-agreement-D918",{"situation":237,"recommended_template":238,"slug":239},"Commissioning custom software or digital product development","Software Development Agreement","custom-software-development-agreement-D787",{"situation":241,"recommended_template":162,"slug":242},"Producing goods under a licensed brand or third-party IP","license-agreement-D1180",{"situation":244,"recommended_template":147,"slug":245},"Establishing a long-term exclusive distribution channel for manufactured goods","exclusive-distribution-agreement-D1240",{"situation":247,"recommended_template":248,"slug":249},"Protecting product designs and trade secrets shared with a manufacturer","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",[251,254,257,260,263,266,269,272,275,278,281,284],{"term":252,"definition":253},"Product Specifications","The detailed written and dimensional requirements — materials, tolerances, finishes, and performance criteria — that define what the manufacturer must produce.",{"term":255,"definition":256},"Approved Sample","A physical or digital prototype confirmed in writing by the buyer as meeting specifications, against which all production units are measured.",{"term":258,"definition":259},"Tooling","Molds, dies, jigs, and fixtures manufactured or procured specifically to produce the buyer's product — often paid for by the buyer and subject to ownership provisions.",{"term":261,"definition":262},"OEM (Original Equipment Manufacturer)","A manufacturer that produces goods to another party's design and specifications, typically for resale under the buyer's brand.",{"term":264,"definition":265},"Lead Time","The agreed number of days between the buyer's confirmed purchase order and the manufacturer's delivery of finished goods.",{"term":267,"definition":268},"Incoterms","Standardized three-letter trade terms published by the ICC (e.g., FOB, CIF, DDP) that define where risk and cost transfer from seller to buyer in international shipments.",{"term":270,"definition":271},"Exclusivity","A contractual restriction preventing the manufacturer from producing the same or substantially similar goods for any competing buyer during the agreement term.",{"term":273,"definition":274},"Minimum Order Quantity (MOQ)","The smallest quantity of units the manufacturer will produce in a single production run, below which the per-unit economics are unacceptable to the manufacturer.",{"term":276,"definition":277},"Warranty of Conformance","The manufacturer's guarantee that all delivered goods will conform to the agreed specifications, approved samples, and quality standards.",{"term":279,"definition":280},"Indemnification","A contractual obligation by one party to compensate the other for losses, claims, or damages arising from a defined category of breach or third-party claim.",{"term":282,"definition":283},"Force Majeure","A clause excusing a party's non-performance when caused by extraordinary events beyond its reasonable control, such as natural disasters, war, or government action.",{"term":285,"definition":286},"Right of Inspection","The buyer's contractual right to inspect goods — at the factory, at point of shipment, or upon delivery — before accepting them as conforming.",[288,293,298,303,308,313,318,323,328,333],{"name":289,"plain_english":290,"sample_language":291,"common_mistake":292},"Parties and recitals","Identifies the buyer and manufacturer as legal entities, states the purpose of the agreement, and establishes the relationship as a commercial arm's-length transaction rather than an employment or partnership.","This Contract for the Manufacture and Sale of Goods ('Agreement') is entered into as of [DATE] by and between [BUYER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Buyer'), and [MANUFACTURER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Manufacturer').","Using trade names or brand names instead of registered legal entity names. If the contracting party doesn't match the entity that owns assets or employs workers, enforcing warranty claims or IP provisions against the right party becomes legally complicated.",{"name":294,"plain_english":295,"sample_language":296,"common_mistake":297},"Product specifications and approved samples","Defines exactly what the manufacturer will produce by incorporating written specifications and a signed-off approved sample as the contractual standard of conformance.","Manufacturer shall produce the goods described in Schedule A ('Specifications') attached hereto. Prior to commercial production, Manufacturer shall submit [NUMBER] pre-production samples for Buyer's written approval. All production units shall conform to the approved sample in all material respects.","Attaching only a rough design brief instead of a finalized specification sheet. Vague specs shift the definition of 'conforming' to the manufacturer's interpretation, making rejection of non-conforming goods nearly impossible without a dispute.",{"name":299,"plain_english":300,"sample_language":301,"common_mistake":302},"Purchase orders, forecasts, and minimum order quantities","Establishes the mechanics of how orders are placed, the buyer's forecasting obligations, and the minimum quantities per run — creating binding purchase commitments rather than aspirational demand signals.","Buyer shall issue binding purchase orders on [NUMBER] days' advance notice. Buyer shall provide a [NUMBER]-month rolling forecast updated monthly. Each purchase order shall be for a minimum of [MOQ UNITS] units. Manufacturer shall confirm or reject each purchase order within [NUMBER] business days.","No minimum order quantity or binding forecast obligation. Without these, the manufacturer cannot plan production capacity and the buyer has no enforceable purchase commitment — making the 'contract' effectively an agreement to negotiate.",{"name":304,"plain_english":305,"sample_language":306,"common_mistake":307},"Pricing, invoicing, and payment terms","Sets the unit price for each product, the conditions under which prices may be adjusted, invoicing triggers, and the payment schedule.","The unit price for each product is set out in Schedule B. Prices are fixed for [NUMBER] months from the Effective Date. Manufacturer may request a price adjustment no more than once per [PERIOD], with [NUMBER] days' written notice. Payment terms: [NET 30/60] from date of conforming delivery.","No price adjustment mechanism or a completely open-ended one. A price frozen for the life of the contract exposes the manufacturer to input cost increases; an unrestricted right to adjust price exposes the buyer to margin destruction. Tie adjustments to a defined index, such as a materials price index.",{"name":309,"plain_english":310,"sample_language":311,"common_mistake":312},"Tooling, molds, and equipment ownership","Specifies who pays for tooling and molds, who legally owns them, where they are stored, and what happens to them on termination — protecting the buyer's capital investment and supply continuity.","All tooling, molds, and fixtures paid for by Buyer ('Buyer Tooling') shall remain the sole property of Buyer, regardless of where located. Manufacturer shall mark Buyer Tooling as 'Property of [BUYER NAME]' and shall maintain it in good working order. Upon termination, Manufacturer shall return all Buyer Tooling within [NUMBER] days.","No tooling ownership clause at all. When a manufacturer holds tooling and the relationship ends, the buyer may face months of delay and significant legal costs to recover molds they effectively paid for but cannot prove ownership of.",{"name":314,"plain_english":315,"sample_language":316,"common_mistake":317},"Intellectual property assignment and confidentiality","Assigns to the buyer all IP embodied in the product design, requires the manufacturer to keep specifications and designs confidential, and restricts use of the buyer's IP to production under this agreement.","All product designs, specifications, and related IP provided by Buyer or developed specifically for Buyer's products are and shall remain the exclusive property of Buyer. Manufacturer shall not disclose Buyer's Confidential Information to any third party and shall not use it for any purpose other than performing under this Agreement.","Relying on a separate NDA without an IP assignment clause in the manufacturing contract itself. A standalone NDA restricts disclosure but does not assign ownership of derivative designs or improvements developed by the manufacturer during production.",{"name":319,"plain_english":320,"sample_language":321,"common_mistake":322},"Quality control, inspection, and rejection","Defines the quality standards that apply, the buyer's right to inspect goods before and after shipment, the procedure for rejecting non-conforming goods, and the manufacturer's obligation to remedy defects.","All goods shall conform to the Specifications and approved sample. Buyer reserves the right to conduct factory inspections on [NUMBER] business days' notice. Buyer shall notify Manufacturer of any non-conformance within [NUMBER] days of delivery. Manufacturer shall, at Buyer's election, repair, replace, or refund the price of non-conforming goods within [NUMBER] days.","No defined inspection window and no specified remedy. Courts interpret acceptance after a 'reasonable time' inconsistently — a 14- or 30-day inspection window with explicit remedies prevents disputes about whether the buyer waived the right to reject.",{"name":324,"plain_english":325,"sample_language":326,"common_mistake":327},"Delivery, shipping terms, and risk of loss","States the agreed Incoterms or domestic delivery terms, who arranges and pays for freight, and at what point risk of loss transfers from manufacturer to buyer.","Manufacturer shall deliver goods [FOB / EXW / DDP] [LOCATION] as defined in the applicable purchase order. Risk of loss passes to Buyer upon [delivery to carrier / delivery to Buyer's facility]. Manufacturer shall provide advance shipment notice and packing list at least [NUMBER] days before shipment.","Omitting Incoterms or using ambiguous shorthand. Without a defined delivery term, both parties may assume the other is responsible for freight, insurance, and customs — creating disputes over who bears the cost of lost or damaged shipments.",{"name":329,"plain_english":330,"sample_language":331,"common_mistake":332},"Exclusivity and non-compete","Restricts the manufacturer from producing the same or substantially similar products for competing buyers, in exchange for the buyer's volume commitment or a defined exclusivity fee.","During the Term and for [NUMBER] months thereafter, Manufacturer shall not manufacture, sell, or supply goods that are substantially similar to the Products to any third party that competes with Buyer in [TERRITORY / MARKET SEGMENT], except with Buyer's prior written consent.","Granting exclusivity without a volume commitment or exclusivity fee in return. Courts and arbitrators look for consideration flowing both ways; a bare exclusivity grant with no purchase obligation may not be enforceable.",{"name":334,"plain_english":335,"sample_language":336,"common_mistake":337},"Term, termination, and remedies","Sets the initial contract term, renewal mechanics, grounds for termination with or without cause, notice periods, and the remedies available to each party on breach or termination.","This Agreement commences on the Effective Date and continues for [NUMBER] years ('Initial Term'), renewing automatically for successive [NUMBER]-year periods unless either party provides [NUMBER] days' written notice of non-renewal. Either party may terminate for material breach upon [NUMBER] days' written notice and failure to cure. Upon termination, Buyer shall pay for all conforming goods manufactured to confirmed purchase orders.","No cure period for breach. Allowing immediate termination for any breach — including minor invoicing errors — creates business disruption disproportionate to the offense. A 30-day cure period for remediable breaches is standard and avoids unnecessary escalation.",[339,344,349,354,359,364,369,374],{"step":340,"title":341,"description":342,"tip":343},1,"Identify the contracting parties with full legal names","Enter the registered legal entity name, state or country of incorporation, and entity type (LLC, corporation, Ltd.) for both buyer and manufacturer. Confirm names against corporate registry records before execution.","If the manufacturer operates under a trade name different from its registered name, include both: '[TRADE NAME], operating as a trade name of [REGISTERED LEGAL NAME]'.",{"step":345,"title":346,"description":347,"tip":348},2,"Attach a complete Schedule A with product specifications","Compile all dimensional drawings, material callouts, performance criteria, labeling requirements, and regulatory certifications into a single Schedule A. Reference it by version number so amendments are traceable.","If specifications are still evolving, add a clause requiring the parties to agree on final specs within a defined number of days — and make the contract conditional on that agreement.",{"step":350,"title":351,"description":352,"tip":353},3,"Set pricing, MOQs, and forecasting obligations in Schedule B","Enter the unit price for each SKU, the minimum order quantity per run, any volume-tier pricing, and the buyer's rolling forecast obligation. Specify the currency and the price-adjustment mechanism tied to a defined index.","For international manufacturing relationships, state the payment currency explicitly and specify which party bears foreign exchange risk.",{"step":355,"title":356,"description":357,"tip":358},4,"Define tooling ownership and cost allocation","List all molds, dies, and fixtures to be created or used, specify who pays the tooling cost, and state clearly that buyer-paid tooling is buyer's property. Include a clause requiring the manufacturer to insure buyer tooling against loss or damage.","Photograph and document all tooling with serial or reference numbers before production begins — this record is essential if you need to prove ownership or condition later.",{"step":360,"title":361,"description":362,"tip":363},5,"Specify delivery terms using recognized Incoterms","Choose the applicable Incoterm (FOB, EXW, DDP, CIF, etc.) and name the specific port or facility. Confirm who arranges freight, who pays import duties, and at what point risk of loss transfers.","DDP (Delivered Duty Paid) places maximum obligation on the manufacturer but simplifies landed-cost calculation for the buyer — useful when the manufacturer has established freight lanes.",{"step":365,"title":366,"description":367,"tip":368},6,"Calibrate the exclusivity and non-compete provisions","Define the territory, product category, and customer segment covered by the exclusivity restriction. Tie the exclusivity to a minimum annual purchase volume — if the buyer falls below it, exclusivity converts to non-exclusive.","Time-limited exclusivity with volume triggers is far more enforceable than open-ended exclusivity. Courts are more likely to uphold it when clear commercial consideration backs the restriction.",{"step":370,"title":371,"description":372,"tip":373},7,"Set the term, renewal, and termination mechanics","Choose an initial term appropriate to the investment cycle — typically 1–3 years for standard goods, 3–5 years when significant tooling or tooling investment is involved. Define the notice period for non-renewal and the cure period for remediable breach.","Include a wind-down clause obligating the manufacturer to fulfill all confirmed purchase orders for at least 90 days after notice of termination — this protects against supply gaps while you transition to a new supplier.",{"step":375,"title":376,"description":377,"tip":378},8,"Sign before tooling or material procurement begins","Both parties must execute the contract before the manufacturer orders materials, builds tooling, or begins any production activity for this project. Post-start execution weakens your ability to enforce specifications and ownership provisions.","Use eSign to timestamp execution and send counterparts simultaneously — do not allow the manufacturer to begin work in exchange for a verbal commitment to sign 'soon'.",[380,384,388,392,396,400],{"mistake":381,"why_it_matters":382,"fix":383},"Vague or unattached product specifications","Without a signed-off specification document and approved sample, the manufacturer decides what 'conforming' means — leaving you with no contractual basis to reject defective goods or recover costs.","Finalize and attach a versioned Schedule A before execution, and include a clause requiring written approval of pre-production samples before any commercial production run begins.",{"mistake":385,"why_it_matters":386,"fix":387},"No tooling ownership clause","When a manufacturer holds molds or dies the buyer paid for and the relationship sours, the buyer faces months of delay and significant legal costs to recover tooling they have no documented right to.","State explicitly that all buyer-funded tooling is buyer's property, require physical marking of the tooling, and specify a return timeline upon termination.",{"mistake":389,"why_it_matters":390,"fix":391},"Open-ended price adjustment rights","A clause allowing the manufacturer to adjust prices at any time with minimal notice eliminates cost predictability and can make confirmed purchase orders economically non-viable.","Tie price adjustments to a specific index (e.g., the Producer Price Index for the relevant material category), cap the maximum annual adjustment, and require a minimum notice period of 60–90 days.",{"mistake":393,"why_it_matters":394,"fix":395},"No inspection window or defined remedy for non-conforming goods","Without a stated inspection period and explicit remedies, a buyer who accepts delivery may be held to have waived the right to reject — even if defects are discovered days later.","Set a 14- or 30-day inspection window from delivery date, specify that payment does not constitute acceptance, and list repair, replacement, and refund as the buyer's election among remedies.",{"mistake":397,"why_it_matters":398,"fix":399},"Exclusivity without a volume commitment","A manufacturer that grants exclusivity and receives no guaranteed volume in return may successfully argue the restriction is unenforceable for lack of consideration — leaving them free to produce for competitors.","Pair every exclusivity grant with a minimum annual purchase commitment, or pay a defined exclusivity fee. Include a conversion clause: if the buyer misses the volume threshold, exclusivity automatically lapses.",{"mistake":401,"why_it_matters":402,"fix":403},"Starting production before contract execution","Allowing the manufacturer to begin tooling or production on a verbal agreement or unsigned draft exposes the buyer to claims for wasted production costs and removes leverage to negotiate final contract terms.","Make it a non-negotiable rule: no tooling orders, no material purchases, and no production activity until both parties have executed the contract. Timestamp execution with an eSign tool.",[405,408,411,414,417,420,423,426,429],{"question":406,"answer":407},"What is a contract for the manufacture and sale of goods?","A contract for the manufacture and sale of goods is a legally binding agreement that combines a production engagement — where a manufacturer agrees to make custom goods to the buyer's specifications — with a purchase commitment, where the buyer agrees to buy a defined quantity at an agreed price. It differs from a standard purchase agreement because it governs the production process itself, including specifications, tooling, quality control, and IP, not just the transfer of finished inventory.\n",{"question":409,"answer":410},"How is this different from a manufacturing agreement?","A manufacturing agreement typically covers only the production services — what the manufacturer will make, to what standard, and on what timeline — without a binding purchase commitment. A contract for the manufacture and sale of goods adds the buyer's obligation to purchase, pricing terms, payment schedules, and delivery conditions, creating a two-sided commercial obligation. When you want to lock in both supply and demand, this combined contract is the right document.\n",{"question":412,"answer":413},"Who should sign this contract?","Both the buyer and the manufacturer must sign, ideally through authorized signatories with the legal authority to bind their respective entities — typically a CEO, Managing Director, or person holding a valid power of attorney. For corporate parties, confirm signatory authority in the contract's execution block. The contract should be executed before any tooling is ordered or production begins.\n",{"question":415,"answer":416},"Does this contract cover international manufacturing relationships?","Yes, with appropriate modifications. For cross-border arrangements, the contract should specify the governing law and dispute resolution forum, include Incoterms to define where risk and cost transfer, state the payment currency, address customs and import duty responsibility, and include a force majeure clause broad enough to cover trade restrictions and port closures. Consider also whether the UN Convention on Contracts for the International Sale of Goods (CISG) applies and whether to expressly opt out.\n",{"question":418,"answer":419},"Who owns the tooling and molds under this contract?","Ownership depends on what the contract says. In most cases, the buyer pays for custom tooling and the contract should explicitly state that buyer-funded tooling is buyer's property — regardless of where it is physically located. Without a clear ownership clause, tooling held at a manufacturer's facility may be treated as the manufacturer's property under local law, leaving the buyer without recourse if the relationship ends. Mark all buyer-owned tooling physically and document it in a Schedule to the contract.\n",{"question":421,"answer":422},"What quality standards should the contract reference?","The contract should reference the product specifications in Schedule A, any approved pre-production samples, and any applicable third-party standards — such as ISO 9001 for quality management, ASTM or EN material standards, or regulatory certifications like CE, FCC, or FDA compliance where required for the product category. Relying solely on a general \"merchantable quality\" standard gives the manufacturer too much interpretive latitude.\n",{"question":424,"answer":425},"Is this contract enforceable internationally?","Generally yes, provided it designates a governing law, includes a dispute resolution mechanism (arbitration is typically more practical than litigation for cross-border disputes), and complies with the legal requirements of the jurisdictions where both parties are located. The CISG applies by default to international sale of goods contracts between parties in signatory countries — unless explicitly excluded. Consider whether to exclude CISG and rely solely on the chosen governing law.\n",{"question":427,"answer":428},"What happens if the manufacturer delivers non-conforming goods?","The contract should give the buyer the right to inspect goods within a defined period — typically 14 to 30 days from delivery — and to reject non-conforming units with written notice. Remedies typically include the manufacturer's obligation to repair, replace, or refund, at the buyer's election. Payment before the inspection window closes should not constitute acceptance. Without these provisions, a buyer who pays on delivery may have significantly weakened rejection rights under applicable commercial law.\n",{"question":430,"answer":431},"Do I need a lawyer to use this template?","For straightforward domestic manufacturing relationships involving standard goods and modest volumes, a well-completed template is often sufficient. A lawyer's review is strongly recommended when the relationship involves significant tooling investment, proprietary product designs with real competitive value, exclusivity provisions, cross-border production, or purchase volumes that create material financial exposure. A 2–4 hour review by a commercial contracts lawyer typically costs $600–$1,500 and is worthwhile before committing to a multi-year manufacturing relationship.\n",[433,437,441,445],{"industry":434,"icon_asset_id":435,"specifics":436},"Consumer goods and retail","industry-retail","Private-label production runs with strict packaging and labeling specs, seasonal MOQs, and retailer compliance requirements built into quality clauses.",{"industry":438,"icon_asset_id":439,"specifics":440},"Industrial and B2B manufacturing","industry-manufacturing","Engineering drawing references, dimensional tolerances, materials certifications, and first-article inspection requirements tied to acceptance.",{"industry":442,"icon_asset_id":443,"specifics":444},"Electronics and hardware","industry-saas","Regulatory certification obligations (CE, FCC, UL), firmware IP ownership, component-level specifications, and end-of-life tooling return provisions.",{"industry":446,"icon_asset_id":447,"specifics":448},"Food and beverage","industry-food-beverage","Co-manufacturing with recipe confidentiality, FDA or Health Canada compliance obligations, lot traceability requirements, and shelf-life warranty terms.",[450,453,456,459],{"vs":88,"vs_template_id":451,"summary":452},"manufacturing-agreement-D1231","A manufacturing agreement covers the production services — specs, quality, lead times, and IP — without creating a binding purchase commitment. A contract for the manufacture and sale of goods adds the buyer's obligation to purchase at agreed pricing and delivery terms. Use the manufacturing agreement when the buyer wants production capacity without committing to volumes; use this contract when both parties need a two-sided commercial obligation.",{"vs":103,"vs_template_id":454,"summary":455},"purchase-agreement-D1296","A purchase agreement governs the sale of goods that already exist or will be drawn from an existing catalog. It does not address production processes, tooling, IP, or quality control during manufacturing. Use a purchase agreement for off-the-shelf procurement; use this contract whenever goods are being made to your specifications.",{"vs":118,"vs_template_id":457,"summary":458},"supply-agreement-D1306","A supply agreement establishes the terms for an ongoing supply relationship — pricing, ordering mechanics, and delivery — typically for standardized or commodity goods. It does not cover custom production, tooling ownership, or specification approval. This contract is the appropriate choice when the manufacturer is building something custom to your design rather than pulling from standard inventory.",{"vs":248,"vs_template_id":249,"summary":460},"An NDA restricts disclosure of confidential information but does not assign IP ownership, create purchase obligations, or govern production quality. It is appropriate for early-stage conversations before a manufacturing relationship is formalized. Once production begins, a standalone NDA is insufficient — the confidentiality and IP provisions in this contract supersede and replace the need for a separate NDA.",{"use_template":462,"template_plus_review":466,"custom_drafted":470},{"best_for":463,"cost":464,"time":465},"Buyers commissioning standard goods from a domestic manufacturer with limited tooling investment and no proprietary IP at stake","Free","45–90 minutes",{"best_for":467,"cost":468,"time":469},"Relationships involving custom tooling, meaningful IP, exclusivity provisions, or purchase obligations above $50K annually","$600–$1,500","2–5 days",{"best_for":471,"cost":472,"time":473},"Complex multi-year OEM relationships, cross-border manufacturing, highly proprietary product designs, or volumes creating material financial exposure","$2,500–$8,000+","2–4 weeks",[475,480,485,490],{"code":476,"name":477,"flag_asset_id":478,"note":479},"us","United States","flag-us","Article 2 of the Uniform Commercial Code governs the sale of goods in all US states and implies warranties of merchantability and fitness for a particular purpose unless explicitly disclaimed. Non-compete and exclusivity provisions are generally enforceable in manufacturing contexts but should be reasonable in scope. The CISG applies by default to international transactions with parties in signatory countries unless expressly excluded — most US practitioners opt out. State-level variations in warranty and remedies law make the governing law designation important.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"ca","Canada","flag-ca","Sale of goods legislation in each province (e.g., Ontario's Sale of Goods Act) implies conditions and warranties similar to the UCC, including fitness for purpose and correspondence with description. Quebec's Civil Code applies different rules for sale and manufacturing contracts and requires careful review for Quebec-based manufacturers. The CISG applies to international contracts unless opted out. In federally regulated industries — food, medical devices — production contracts should reference the applicable regulatory compliance obligations explicitly.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"uk","United Kingdom","flag-uk","The Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982 imply statutory terms as to quality, fitness, and correspondence with description that cannot be excluded in consumer contracts. Post-Brexit, the UK is no longer a CISG signatory state, and governing law clauses specifying English law are unaffected by EU rules. IP ownership provisions must align with the Copyright, Designs and Patents Act 1988 — commissioned designs do not automatically vest in the buyer without an express assignment.",{"code":491,"name":492,"flag_asset_id":493,"note":494},"eu","European Union","flag-eu","The CISG applies by default to international sale of goods contracts between EU-based parties and parties in other signatory states unless excluded. EU product liability rules under the Product Liability Directive create exposure for defective goods regardless of contractual limitations — buyers importing into the EU should ensure the manufacturer carries adequate product liability insurance. GDPR applies if personal data is processed in connection with the manufacturing relationship. Member state variations in contract law — notably French, German, and Dutch commercial codes — make local law review advisable for contracts governed by EU member-state law.",[232,229,235,249,245,242,496,497,498,499,500,501],"quality-assurance-policy-D13756","indemnification-agreement-D13016","letter-of-intent_acquisition-of-business-D5197","new-product-development-plan-D14014","consignment-agreement-D867","service-agreement-D12711",{"emit_how_to":196,"emit_defined_term":196},{"primary_folder":98,"secondary_folder":504,"document_type":505,"industry":506,"business_stage":507,"tags":508,"confidence":513},"manufacturing-and-supply","agreement","manufacturing","all-stages",[506,509,510,511,512],"contract","supply-chain","purchase-agreement","quality-standards",0.95,"\u003Ch2>What is a Contract for the Manufacture and Sale of Goods?\u003C/h2>\n\u003Cp>A \u003Cstrong>Contract for the Manufacture and Sale of Goods\u003C/strong> is a legally binding agreement between a buyer and a manufacturer that combines two distinct obligations into a single enforceable document: the manufacturer's commitment to produce custom goods to the buyer's specifications, and the buyer's commitment to purchase those goods at agreed pricing and delivery terms. Unlike a standard purchase agreement — which governs only the transfer of existing inventory — this contract governs the entire production relationship, including product specifications, approved samples, tooling and mold ownership, IP assignment, quality control and inspection rights, exclusivity, and the remedies available when goods fail to conform. It functions as the commercial constitution of the manufacturing relationship, replacing informal arrangements and verbal commitments with enforceable obligations on both sides.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Operating without a signed manufacture and sale of goods contract exposes both parties to compounding risks from the moment tooling is ordered. Buyers who rely on emails and verbal agreements routinely discover that the manufacturer's interpretation of "conforming" differs sharply from their own — with no specification document or approved sample to arbitrate the dispute. Tooling and molds paid for by the buyer but undocumented in a contract can be held hostage by a manufacturer when the relationship breaks down, delaying supply by months while ownership is litigated. Exclusivity granted without a binding purchase commitment may be unenforceable. Without a defined inspection window and rejection procedure, a buyer who pays an invoice may inadvertently waive the right to reject defective goods delivered days earlier. This template closes each of these gaps in a single document — protecting the buyer's IP, tooling investment, and supply continuity while giving the manufacturer the volume commitment and pricing certainty needed to plan production efficiently.\u003C/p>\n",1778773467108]