[{"data":1,"prerenderedAt":522},["ShallowReactive",2],{"document-oem-agreement-D12661":3},{"document":4,"label":21,"preview":11,"thumb":22,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":23,"breadcrumb":27,"related":33,"customDescModule":170,"customdescription":6,"mdFm":171,"mdProseHtml":521},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"OEM AGREEMENT This OEM 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: [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: [COMPLETE ADDRESS] THIS OEM AGREEMENT (the \"Agreement\") is made and entered into as of the date set forth on the cover page hereof (the Effective Date\"), between [YOUR COMPANY NAME], (the \"Supplier\" hereinafter), and [COMPANY NAME], (the \"Purchaser\" hereinafter). The Supplier develops, manufactures, produces and/or supplies [DESCRIBE] products and desires to grant to the Purchaser the right to sell and market certain of such products, and combine same with other products manufactured, produced or supplied by the Supplier, all upon the terms and conditions set forth in this Agreement. The Purchaser develops, manufactures and/or sells and distributes [DESCRIBE] products and services and desires to have the right to sell and market the Supplies products upon the terms and conditions in this Agreement within [SPECIFY]. NOW THEREFORE, in consideration of the mutual covenants and agreements contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows: TERM OF AGREEMENT; DEFINED TERMS General Relationship During the term of this Agreement, the Supplier agrees to make available and sell to the Purchaser the Products set forth in Exhibit 1 in accordance with the terms and conditions set forth herein. Term of Agreement The term of this Agreement shall commence on the Effective Date and shall remain in full force and effect until terminated by either party as set forth herein. Definitions As used in this Agreement, the following terms shall have the meanings indicated, unless the context clearly indicates otherwise: \"APPLICABLE SPECIFICATIONS\" means the functional performance, operational and compatibility characteristics of a Product agreed upon in writing by the parties or, by mutual agreement of the parties, as described in applicable Documentation. \"CUSTOMERS\" means distributors, dealers, resellers, value-added resellers, system integrators and other similar customers of the Purchaser, including End Users. References to [SPECIFY CURRENCY] and [AMOUNT] refer to [COUNTRY] currency. \"DOCUMENTATION\" means user manuals, training materials, product descriptions and specifications, technical manuals, license agreements, supporting materials and other printed information relating to the Products, whether distributed in print, electronic or video format, in effect as of the date of the applicable purchase order relating thereto. \"END USERS\" means final retail purchasers or licenses who acquire Products for their own use and not for resale, re-marketing or redistribution. \"PRODUCTS\" means, individually or collectively as appropriate, the hardware, licensed software, Documentation, supplies, accessories and other commodities related to any of the foregoing as set forth in Exhibit 1 and customized in accordance with the requirements set forth in Exhibit 6 and which are to be provided by the Supplier pursuant to this Agreement. \"PURCHASE ORDER\" means an official document, signed by an authorized employee of the Purchaser, which is used to place product orders with the Supplier. \"PURCHASER TRADEMARKS\" means any existing or future trademarks that are registered by the Purchaser in the [SPECIFY COUNTRY] or other countries. \"SERVICES\" means any warranty, maintenance, advertising, marketing or technical support and training and any other services performed or to be performed by the Supplier. PURCHASE ORDERS; REPORTS Issuance and Acceptance of Purchase Orders The Purchaser may purchase, and the Supplier shall sell to the Purchaser, Products as described below: The Purchaser may issue to the Supplier Purchase Orders based on the prices listed in Exhibit 2 identifying the Products that the Purchaser desires to purchase from the Supplier. Each Purchase Order for Products shall be signed by an authorized representative of the Purchaser, and shall clearly state the following: the Purchase Order number, the purchase order date, a description of the Product(s) ordered, the Purchaser's Product number, the number of units of Product ordered, the agreed cost per unit, the total price for the Purchase Order, the delivery date(s) requested for each Product included in the Purchase Order (which delivery dates may not be later than [SPECIFY] after the date on which the Purchase Order is submitted by the Purchaser), the address to which the Products described in the Purchase Order are to be shipped, and the address to which the Products described in the Purchase Order are to be invoiced. A Purchase Order may include other terms and conditions which are consistent with the terms and conditions of this Agreement or which are necessary to place a Purchase Order. Purchase Orders may be placed by the Purchaser by facsimile or electronically transferred to the Supplier. Terms and conditions on Purchase Orders which differ from those contained in this Agreement shall not be valid unless specifically agreed in writing by an authorized representative of the Supplier. All Purchase Orders shall be transmitted to the address set forth in Section 8.6. A Purchase Order shall be deemed accepted by the Supplier only after a written confirmation thereof has been issued by the Supplier and delivered to the Purchaser. The Supplier shall issue such written confirmation within [SPECIFY] after receipt of the Purchase Order. If such confirmation has not been issued within the [SPECIFY] period, the Purchase Order shall be deemed to be accepted by the Supplier. Without limiting the generality of the foregoing, the Supplier may reject any Purchase Order that fails to contain any of the information required to be set forth by Section 2.1(a)(i). In the event of a conflict between the provisions of this Agreement and the terms and conditions of a Purchase Order or the Supplies confirmation or other written communications, the provisions of this Agreement shall prevail and be controlling. Upon the termination of this Agreement, the Supplier agrees to accept Purchase Orders from the Purchaser for additional Products which, at the time of such termination, the Purchaser is contractually obligated to furnish to its Customers and does not have in its inventory, provided that the Purchaser notifies the Supplier of all such obligations in writing within [SPECIFY] of such date of termination. This Agreement shall not obligate the Purchaser to purchase any Products or Services, except as specifically set forth in a written Purchase Order from the Purchaser or as otherwise set forth herein. Invoices For each shipment of Products to the Purchaser, the Supplier shall transmit to the Purchaser an invoice which sets forth the Purchases Purchase Order number, the Products shipped, the Supplier's and the Purchaser's Product number and the price therefore. Rolling Forecast No later than [SPECIFY] after the end of each [SPECIFY], the Purchaser shall deliver to the Supplier an updated, non-binding, forward-looking rolling unit order forecast (each, a \"Rolling [SPECIFY] Forecast\") for each Product for the subsequent [SPECIFY] period, to enable the Supplier to plan production to meet the lead times anticipated. The Rolling [SPECIFY] Forecast is not an order or a commitment by the Purchaser to purchase Products. Rolling [SPECIFY] Forecasts shall be transmitted to the Supplier via electronic mail or by such other means as may be agreed between the Supplier and the Purchaser. Exhibit 3 sets forth the initial forecasted volumes. 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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},[92,94],{"label":18,"url":93},"business-legal-agreements",{"label":18,"url":93},"supply agreement","/template/supply-agreement-D918",{"description":98,"descriptionCustom":6,"label":99,"pages":100,"size":9,"extension":10,"preview":101,"thumb":102,"svgFrame":103,"seoMetadata":104,"parents":106,"keywords":105,"url":111},"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. 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NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[122,125],{"label":123,"url":124},"Sales & Marketing","sales-marketing",{"label":126,"url":127},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":131,"descriptionCustom":6,"label":132,"pages":133,"size":9,"extension":10,"preview":134,"thumb":135,"svgFrame":136,"seoMetadata":137,"parents":139,"keywords":138,"url":142},"DISTRIBUTION AGREEMENT This 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 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: \"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; \"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. \"Affiliate means\" any company controlled by, controlling, or under common control with Company. Affiliate means any person, corporation or other entity: (i) which owns, now or hereafter, directly or indirectly [%] 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 (ii) [%] or more of any class of the voting stock of which Company, or a party described in paragraph (i), owns, now or hereafter, directly or indirectly, or of which Company, or a party described in paragraph (i), is, now or hereafter, directly or indirectly, in control. \"Customer\" means any person who purchases or leases Products from Distributor. \"Delivery Point\" means Company's facilities at [FULL ADDRESS]. Delivery point means Distributor's facilities at [FULL ADDRESS]. \"Exhibit\" means an exhibit attached to this agreement. \"Goods\" means those items described in Exhibit B. Goods may be deleted from or added to Exhibit B 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. \"Products\" means Goods, Accessories, and Spare Parts. \"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. Company warrants that a complete list of Spare Parts is set forth in Exhibit C. Spare parts may be deleted from or added to Exhibit C 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. \"Specifications\" means those specifications set forth in Exhibit D. \"Territory\" means the following geographic area or areas: [SPECIFY]. \"Trademark\" means any trademark, logo, service mark or other commercial designation, whether or not registered, used to represent or describe the Products of Company, as set forth in Exhibit E. APPOINTMENT OF DISTRIBUTOR Company hereby appoints Distributor as Company's nonexclusive distributor of Products in the Territory, and Distributor accepts that position. It is understood that Company cannot lawfully prevent its distributors located elsewhere from supplying Products for sale or use within the Territory and that it has no obligation to do so. Distributor shall not solicit sales of Product or promote the sale of Products outside the Territory. Distributor shall not establish an office or warehouse outside the Territory for the sale of Products. REFERRALS 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 [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 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. At the beginning of each subsequent year hereunder the parties will consult together in good faith and agree on the Annual Market Potential applicable to that year; provided, however, that if they cannot agree, the Annual Market Potential for the immediately Preceding year will apply to the current year. COMPETING PRODUCTS Distributor agrees that it will not distribute or represent any Products in the Territory which compete with the Products during the term of this Agreement or any extensions thereof. ADVERTISING Distributor shall be entitled, during the term of the distributorship created by this Agreement and any extension thereof, to advertise and hold itself out as an authorized Distributor of the Products. At all times during the term of the distributorship created by this Agreement and any extension thereof, Distributor shall use the Trademarks in all advertisements and other activities conducted by Distributor to promote the sale of the Products. Distributor shall submit examples of all proposed advertisements and other promotional materials for the Products to Company for inspection and Distributor shall not use any such advertisements or promotional materials without having received the prior written consent of Company to do so. Distributor shall not, pursuant to this Agreement or otherwise, have or acquire any right, title or interest in or to Company's Trademarks. NEW PRODUCTS","Distribution Agreement","15","https://templates.business-in-a-box.com/imgs/1000px/distribution-agreement-D12544.png","https://templates.business-in-a-box.com/imgs/250px/12544.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12544.xml",{"title":138,"description":6},"distribution agreement",[140,141],{"label":18,"url":93},{"label":18,"url":93},"/template/distribution-agreement-D12544",{"description":144,"descriptionCustom":6,"label":145,"pages":146,"size":9,"extension":10,"preview":147,"thumb":148,"svgFrame":149,"seoMetadata":150,"parents":152,"keywords":155,"url":156},"BROKERAGE AGREEMENT This Brokerage Agreement (\"Agreement\") is made and effective the [DATE], BETWEEN: [COMPANY NAME], (the \"Customer\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] AND: [COMPANY NAME] (the \"Broker\"), a corporation organized and existing under the laws of [STATE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Customer desires to purchase/sell [SPECIFY]. WHEREAS, Broker desires to provide sales and marketing services on behalf of [COMPANY NAME] for a commission. WHEREAS, Customer desires to have Broker render certain sales, marketing and advertising services. WHEREAS the broker has contacts and expertise in the [SPECIFY] industry and wishes to act as an intermediary for [SPECIFY] to facilitate the Customer's transaction. In consideration of the terms of this agreement, and other valuable consideration, the parties agree as follows: LEGAL COMPLIANCE As stipulated in the following industry: [SPECIFY], the Broker must comply with all applicable laws and regulations and must have obtained all appropriate and necessary licenses to provide brokerage services. Broker is responsible for maintaining all his licenses, fees, expenses or other related business obligations Broker incurs and Customer shall not be responsible for any expense or obligation incurred by Broker in the execution of this Agreement or the rendering of the Services. SCOPE OF AGREEMENT Broker shall use reasonable effort to [SPECIFY] in accordance with the legislation and policies of [COMPANY NAME]. Broker shall use reasonable time and efforts to find buyers/sellers for the following product or services [SPECIFY]. TERM AND TERMINATION The term of this Agreement shall begin on the Effective Date and shall end [SPECIFY]. EXCLUSIViTY During the term of this Agreement, the Broker will have the exclusive right to introduce potential buyers/sellers who are not already known to the Customer. COMMISSION The commission rate shall be [SPECIFY] % of the net value of the product/service bought/sold by the Customer, as a direct result of an introduction, which is consistent with similar transactions in the industry. The Customer having the right of final approval of the deal For the purpose of this Agreement, net commission shall mean the commission after fees and deductions are applied. Deductions may include but are not limited to: agreed upon marketing and advertising costs, unpaid balances owed to Customer from Broker, taxes, fees, transaction fees, credit card fees, NSF fees, courier fees, reductions due to error or omissions, or fees for any incentive program that the Broker voluntarily participates in. All settlement closing dates determine when commissions and deductions shall be applied. Customer shall not be responsible for commissions and compensation earned by Broker for sales that are later canceled, returned, revoked, made invalid, result in a chargeback or are otherwise not credited to the Broker for any reason. Customer reserves the right to deduct commissions and fees paid to Broker from future commissions in order to bring incorrect commissions paid to Broker into balance. PAYMENT OF COMMISSION Payment of commission will be computed on transactions in the calendar month and made after the closing thereof. Acceptable forms of payment include the following [SPECIFY]. OWNERSHIP RIGHTS Broker shall endeavor to ensure that Customer shall be able to retain, under the fullest extent under the law, all customer lists, contracts, records and all intellectual property rights in any text, images or other components created for Customer pursuant to this Agreement. Broker agrees that any material, content, plan or idea prepared by Broker or submitted to Customer for approval at any stage which is not utilized at the termination of this Agreement shall remain the property of Customer. Upon termination or expiration of this Agreement, Broker agrees to be solely responsible for returning any Customer materials, process documents, customer lists, contract lists, internal documents or advertisements","Brokerage Agreement","4","https://templates.business-in-a-box.com/imgs/1000px/brokerage-agreement-D12696.png","https://templates.business-in-a-box.com/imgs/250px/12696.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12696.xml",{"title":151,"description":6},"brokerage agreement",[153,154],{"label":18,"url":93},{"label":18,"url":93},"licensing agreement","/template/licensing-agreement-D12696",{"description":158,"descriptionCustom":6,"label":159,"pages":85,"size":86,"extension":10,"preview":160,"thumb":161,"svgFrame":162,"seoMetadata":163,"parents":164,"keywords":168,"url":169},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[165],{"label":166,"url":167},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",false,{"seo":172,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":249,"clauses":286,"how_to_fill":337,"common_mistakes":378,"faqs":403,"industries":434,"comparisons":451,"diy_vs_lawyer":465,"jurisdictions":478,"related_template_ids_curated":499,"schema":509,"classification":510},{"meta_title":173,"meta_description":174,"primary_keyword":175,"secondary_keywords":176},"OEM Agreement Template | Free Word Download","Free OEM agreement template covering specs, IP ownership, quality standards, exclusivity, and termination. Download in Word, edit online, or export as PDF.","oem agreement template",[177,178,179,180,181,182,183,184],"oem contract template","original equipment manufacturer agreement","oem agreement template word","oem manufacturing agreement","oem supply agreement template","white label manufacturing contract","oem agreement free download","product manufacturing agreement template",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":170},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"An OEM Agreement is a legally binding contract between an Original Equipment Manufacturer and a brand owner under which the manufacturer produces components or finished goods to the brand owner's specifications, and the brand owner sells those goods under its own label. This free Word download covers product specifications, IP ownership, quality control, exclusivity, pricing, term, and sublicensing — ready to edit online and export as PDF.\n","Use it when a brand owner is engaging a third-party manufacturer to produce goods that will be sold under the brand owner's name, or when a manufacturer is formalizing a white-label supply relationship with a new commercial customer. It is essential before any tooling investment, production run, or transfer of proprietary specifications.\n","Product specifications and technical standards, IP assignment and licensing, quality assurance obligations and audit rights, pricing and payment terms, exclusivity and territory restrictions, term and renewal, confidentiality, and termination triggers including for-cause and convenience provisions.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Brand owners and consumer product companies","Engaging a contract manufacturer to produce branded goods to proprietary specs","persona-brand-owner",{"title":202,"use_case":203,"icon_asset_id":204},"Hardware startup founders","Locking in a manufacturing partner before a product launch or crowdfunding campaign","persona-startup-founder",{"title":206,"use_case":207,"icon_asset_id":208},"Electronics and tech OEMs","Supplying components or finished assemblies to resellers who rebrand them","persona-manufacturer",{"title":210,"use_case":211,"icon_asset_id":212},"E-commerce and private-label retailers","Securing exclusive production rights for a white-label product line","persona-retailer",{"title":214,"use_case":215,"icon_asset_id":216},"Import/export businesses","Formalizing cross-border manufacturing relationships with overseas suppliers","persona-importer-exporter",{"title":218,"use_case":219,"icon_asset_id":220},"Operations and supply chain managers","Standardizing manufacturing contracts across multiple supplier relationships","persona-operations-director",[222,226,230,234,238,241,245],{"situation":223,"recommended_template":224,"slug":225},"Manufacturer producing finished goods sold under the buyer's brand","OEM Agreement (Finished Goods)","oem-agreement-D12661",{"situation":227,"recommended_template":228,"slug":229},"Manufacturer supplying components integrated into a third-party product","Component Supply Agreement","supply-agreement-D918",{"situation":231,"recommended_template":232,"slug":233},"Brand owner licensing its IP to a manufacturer for production","Manufacturing License Agreement","manufacturing-license-agreement-D13844",{"situation":235,"recommended_template":236,"slug":237},"Supplier delivering goods under a private label with no IP transfer","White Label Agreement","white-label-agreement-D13293",{"situation":239,"recommended_template":240,"slug":229},"Ongoing purchasing relationship without full OEM IP obligations","Supplier Agreement",{"situation":242,"recommended_template":243,"slug":244},"Manufacturer with exclusive territory rights and volume commitments","Exclusive Manufacturing Agreement","exclusive-supply-agreement-D13420",{"situation":246,"recommended_template":247,"slug":248},"Short-term production run for a single product or prototype batch","Purchase Order Agreement","purchase-order-D1411",[250,253,256,259,262,265,268,271,274,277,280,283],{"term":251,"definition":252},"OEM (Original Equipment Manufacturer)","A company that manufactures products or components that another company purchases and sells under its own brand name.",{"term":254,"definition":255},"Brand Owner","The party that owns the trademark and commercial identity under which OEM-produced goods are marketed and sold to end customers.",{"term":257,"definition":258},"Product Specifications","A detailed written description of the physical, functional, and quality attributes a manufactured product must meet, including materials, tolerances, and testing standards.",{"term":260,"definition":261},"White Labeling","The practice of selling a manufacturer's product under the buyer's brand with no reference to the original manufacturer.",{"term":263,"definition":264},"Exclusivity","A contractual restriction preventing the manufacturer from producing the same or substantially similar product for competing brand owners, or limiting the brand owner to a single manufacturer.",{"term":266,"definition":267},"Tooling","The molds, dies, jigs, and specialized equipment created or procured to manufacture a specific product — often a significant upfront capital cost.",{"term":269,"definition":270},"Minimum Order Quantity (MOQ)","The smallest number of units a manufacturer will produce in a single production run, typically set to cover fixed setup and tooling costs.",{"term":272,"definition":273},"Quality Assurance (QA)","The systematic process — including inspections, testing, and audits — used to verify that manufactured goods meet the agreed specifications before shipment.",{"term":275,"definition":276},"Sublicensing","The right granted by the brand owner to the manufacturer to use the brand owner's IP solely for the purpose of manufacturing the contracted goods.",{"term":278,"definition":279},"Incoterms","Standardized international trade terms (published by the ICC) that define which party bears the cost and risk of shipping goods at each stage of transit — e.g., FOB, CIF, DDP.",{"term":281,"definition":282},"Warranty Period","The contractually defined window after delivery during which the manufacturer is obligated to repair or replace goods that fail to meet specifications.",{"term":284,"definition":285},"Force Majeure","A clause excusing a party's non-performance when an extraordinary event beyond their control — such as a natural disaster, war, or pandemic — makes performance impossible.",[287,292,297,302,307,312,317,322,327,332],{"name":288,"plain_english":289,"sample_language":290,"common_mistake":291},"Parties, recitals, and definitions","Identifies the manufacturer and brand owner as legal entities, states the commercial purpose of the agreement, and defines all key terms used throughout the contract.","This OEM Agreement ('Agreement') is entered into as of [DATE] between [MANUFACTURER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Manufacturer'), and [BRAND OWNER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Brand Owner').","Using trade names instead of registered legal entity names — if the entity name does not match corporate registration records, enforcing IP assignment or exclusivity clauses against the right party becomes legally complicated.",{"name":293,"plain_english":294,"sample_language":295,"common_mistake":296},"Product specifications and technical standards","Sets out exactly what the manufacturer must produce — materials, dimensions, tolerances, performance benchmarks, and applicable regulatory standards — typically by reference to a detailed Schedule A.","Manufacturer shall produce the Products in strict conformance with the specifications set out in Schedule A ('Specifications'). Any deviation from the Specifications requires Brand Owner's prior written approval. Manufacturer shall comply with all applicable regulatory standards, including [ISO STANDARD / CE / FCC / UL], as listed in Schedule A.","Embedding specification details in the contract body rather than in a versioned schedule — when specs evolve, the entire contract appears to be amended, creating version-control and enforceability problems.",{"name":298,"plain_english":299,"sample_language":300,"common_mistake":301},"Intellectual property ownership and licensing","Defines who owns any IP created during the relationship — including tooling designs, firmware, and improvements — and grants the manufacturer a limited license to use the brand owner's IP solely for production.","All IP created by Manufacturer in connection with the Products, including tooling designs, molds, and process improvements specific to the Specifications, shall be the sole property of Brand Owner and is hereby assigned to Brand Owner. Brand Owner grants Manufacturer a non-exclusive, non-transferable license to use Brand Owner's trademarks and technical IP solely to manufacture the Products under this Agreement.","Failing to address IP in incremental improvements — if the manufacturer innovates on the production process, ownership of that improvement is ambiguous without an explicit 'improvements and derivatives' clause.",{"name":303,"plain_english":304,"sample_language":305,"common_mistake":306},"Quality assurance, inspection, and audit rights","Establishes the manufacturer's QA obligations, acceptable defect rates, pre-shipment inspection procedures, and the brand owner's right to audit the manufacturing facility.","Manufacturer shall maintain a quality management system meeting [ISO 9001 / equivalent] standards. Brand Owner shall have the right, upon [5] business days' written notice, to inspect the manufacturing facility and audit quality records. Shipments with a defect rate exceeding [X]% may be rejected at Manufacturer's expense.","Setting no numeric defect-rate threshold — without a defined acceptable quality level (AQL), disputes about whether a batch is rejectable become purely subjective and are hard to resolve or litigate.",{"name":308,"plain_english":309,"sample_language":310,"common_mistake":311},"Pricing, purchase orders, and payment terms","States the unit price or pricing formula, minimum order quantities, how purchase orders are issued and accepted, and the payment schedule — including currency and late-payment consequences.","Unit price: [CURRENCY] [AMOUNT] per unit at MOQ of [X] units per order, as set out in Schedule B. Brand Owner shall issue purchase orders in writing; Manufacturer shall confirm acceptance within [5] business days. Payment: [50]% upon order confirmation, [50]% prior to shipment. Late payments accrue interest at [1.5]% per month.","Not specifying currency on cross-border agreements — a price stated in a single currency without an FX adjustment mechanism can make the deal uneconomic for the manufacturer if the rate shifts significantly during a long-term contract.",{"name":313,"plain_english":314,"sample_language":315,"common_mistake":316},"Exclusivity and territory","Specifies whether the manufacturer may produce the same or substantially similar products for other brand owners, and/or whether the brand owner is restricted to a single manufacturer — including geographic and product-category scope.","During the Term, Manufacturer shall not manufacture or supply the Products, or any substantially similar product incorporating the Specifications or tooling funded by Brand Owner, to any third party within [TERRITORY] without Brand Owner's prior written consent. This exclusivity is conditioned on Brand Owner meeting the minimum annual purchase commitment set out in Schedule B.","Granting exclusivity without a minimum purchase obligation — the manufacturer accepts competitive restrictions but has no guarantee of sufficient volume, leaving them exposed if the brand owner underperforms or pivots.",{"name":318,"plain_english":319,"sample_language":320,"common_mistake":321},"Term, renewal, and termination","Sets the initial contract period, the conditions for automatic renewal or notice-based renewal, and the grounds for termination — including for-cause termination (material breach, insolvency) and termination for convenience with a notice period.","This Agreement commences on [DATE] and continues for an initial term of [X] years ('Initial Term'), renewing automatically for successive [1]-year periods unless either party provides [90] days' written notice of non-renewal. Either party may terminate for Cause upon [30] days' written notice if the other party commits a material breach and fails to cure within [30] days. Brand Owner may terminate for convenience upon [180] days' written notice.","Using a short termination-for-convenience window (e.g., 30 days) without accounting for the manufacturer's tooling investment and production pipeline — this exposes the brand owner to claims of bad-faith termination and leaves the manufacturer with unrecoverable costs.",{"name":323,"plain_english":324,"sample_language":325,"common_mistake":326},"Confidentiality and non-disclosure","Prohibits both parties from disclosing the other's proprietary information — including product specifications, pricing, customer data, and trade secrets — during and for a defined period after the agreement ends.","Each party agrees to hold the other's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. 'Confidential Information' includes Specifications, pricing, customer data, and technical know-how. Obligations survive termination for [5] years.","Omitting a post-termination survival period — without one, the confidentiality obligation technically ends when the contract ends, leaving trade secrets and specs exposed immediately after the relationship concludes.",{"name":328,"plain_english":329,"sample_language":330,"common_mistake":331},"Representations, warranties, and indemnification","Each party warrants that it has authority to enter the agreement; the manufacturer additionally warrants that goods will conform to specifications and be free from defects; both parties agree to indemnify the other against third-party claims arising from their own breach or negligence.","Manufacturer warrants that the Products will conform to the Specifications for a period of [12] months from the date of delivery and will be free from defects in materials and workmanship. Each party shall indemnify, defend, and hold harmless the other from any third-party claims, damages, and costs arising from the indemnifying party's breach of this Agreement or gross negligence.","Limiting the warranty period to the date of shipment rather than the date of delivery to the end customer — for products with long distribution chains, a shipment-date warranty can expire before the product reaches the consumer.",{"name":333,"plain_english":334,"sample_language":335,"common_mistake":336},"Governing law, dispute resolution, and entire agreement","Specifies which jurisdiction's law governs the contract, how disputes are resolved (arbitration, mediation, or court), and confirms that the written agreement supersedes all prior representations and understandings.","This Agreement is governed by the laws of [STATE / COUNTRY], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration under [ICC / AAA / HKIAC] rules in [CITY], conducted in [LANGUAGE]. This Agreement constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and understandings.","Selecting a governing law jurisdiction that has no connection to either party's operations — some jurisdictions' courts will disregard a governing-law clause that lacks a reasonable nexus, creating unpredictable outcomes in litigation.",[338,343,348,353,358,363,368,373],{"step":339,"title":340,"description":341,"tip":342},1,"Identify both parties with their registered legal names","Enter the full registered legal name, entity type, and jurisdiction of incorporation for both the manufacturer and the brand owner. Confirm names against corporate registry filings before execution.","Cross-border OEM agreements often involve holding companies or trading subsidiaries — ensure you are contracting with the entity that actually operates the factory, not a parent that cannot directly perform.",{"step":344,"title":345,"description":346,"tip":347},2,"Attach a detailed product specification as Schedule A","Draft or attach a complete product specification covering materials, dimensions, tolerances, performance benchmarks, applicable certifications (CE, FCC, RoHS), and packaging requirements. Reference it in the main agreement body rather than embedding it inline.","Version-control your spec schedule (e.g., 'Spec Rev 1.0, dated [DATE]') so that subsequent engineering changes are documented as formal schedule amendments, not informal emails.",{"step":349,"title":350,"description":351,"tip":352},3,"Define IP ownership for tooling and improvements","Specify whether the brand owner funds tooling and therefore owns it outright, or whether the manufacturer owns tooling and grants a limited-use license. Address who owns process improvements made during production.","If the brand owner is funding custom molds, include a clause requiring the manufacturer to label tooling as brand-owner property and to return or destroy it upon termination.",{"step":354,"title":355,"description":356,"tip":357},4,"Set quality standards, AQL thresholds, and audit rights","Reference a recognized quality management standard (ISO 9001 or equivalent), define the acceptable quality level (AQL) for defect rates, and specify the inspection and audit procedures — including how often audits may occur and what records must be available.","Build in a pre-production sample approval step (golden sample) so that both parties agree on the physical standard before mass production begins — this prevents the most common end-of-run rejection disputes.",{"step":359,"title":360,"description":361,"tip":362},5,"Complete the pricing and purchase order schedule","Fill in unit prices, MOQs, lead times, currency, and payment milestones in Schedule B. State whether pricing is fixed or subject to annual review, and include an FX adjustment mechanism for cross-border agreements.","Add a material cost escalation clause tied to a published commodity index (e.g., LME copper price) so that price renegotiation triggers are objective rather than adversarial.",{"step":364,"title":365,"description":366,"tip":367},6,"Calibrate exclusivity to volume commitments","If granting exclusivity to the brand owner, tie it to an annual minimum purchase commitment — specified in units or dollar value — with a clear consequence (exclusivity converts to non-exclusive) if the commitment is missed.","Set the minimum purchase commitment at roughly 70–80% of your realistic forecast, not the optimistic projection, to avoid triggering a non-exclusive conversion in a flat year.",{"step":369,"title":370,"description":371,"tip":372},7,"Set termination notice periods proportionate to the manufacturer's investment","Set the termination-for-convenience notice period to at least cover the manufacturer's average tooling amortization and outstanding purchase order pipeline — typically 90–180 days for established production relationships.","Include a 'tail' purchase obligation: if the brand owner terminates for convenience, it must purchase all finished goods and in-progress inventory at the contract price within 30 days of the termination notice.",{"step":374,"title":375,"description":376,"tip":377},8,"Select governing law and arbitration venue appropriate to both parties","Choose a governing law and arbitration venue with a clear commercial nexus to the parties — ideally a neutral jurisdiction both parties recognize. For China-based manufacturers, ICC or HKIAC arbitration is commonly accepted.","Avoid US-only litigation clauses in agreements with manufacturers outside North America — enforcing a US court judgment in China, Vietnam, or Mexico is practically very difficult compared to an international arbitration award.",[379,383,387,391,395,399],{"mistake":380,"why_it_matters":381,"fix":382},"Granting exclusivity without a minimum purchase commitment","The manufacturer gives up the right to produce for competitors but has no guaranteed revenue — if the brand owner underorders or pivots, the manufacturer bears the full economic loss of the exclusivity concession.","Tie any exclusivity grant to a binding annual minimum purchase quantity or value, with a 90-day cure window and automatic conversion to non-exclusive if the commitment is not met.",{"mistake":384,"why_it_matters":385,"fix":386},"Leaving tooling ownership unaddressed","Custom molds and dies can cost $50,000–$500,000 or more. Without clear ownership language, a manufacturer can hold tooling hostage at termination or use it to produce competing goods for other customers.","State explicitly whether tooling is brand-owner property (typically when brand owner funds it) or manufacturer property with a limited-use license, and include a physical return or destruction obligation on termination.",{"mistake":388,"why_it_matters":389,"fix":390},"No numeric quality threshold for batch rejection","Without a defined acceptable quality level, every shipment quality dispute becomes a subjective argument — giving the stronger negotiating party an advantage rather than resolving the issue on objective criteria.","Reference an AQL standard (e.g., ANSI/ASQ Z1.4) and state the specific AQL level (typically 1.0–2.5) and inspection level (typically General Inspection Level II) that will govern acceptance and rejection.",{"mistake":392,"why_it_matters":393,"fix":394},"Short termination-for-convenience window with no inventory tail obligation","A 30- or 60-day termination window on a contract with long lead times leaves the manufacturer with funded raw materials, work-in-progress, and finished goods that the brand owner effectively ordered but is not obligated to purchase.","Set a minimum 90–180 day convenience termination window and include a tail provision obligating the brand owner to purchase all finished goods and in-progress inventory at the contract price within 30 days of the termination notice.",{"mistake":396,"why_it_matters":397,"fix":398},"No post-termination confidentiality survival period","Without a survival clause, confidentiality obligations technically lapse the moment the agreement ends, leaving proprietary specifications, formulas, and pricing immediately unprotected.","Include an explicit survival clause stating that confidentiality obligations continue for at least three to five years after termination or expiry of the agreement.",{"mistake":400,"why_it_matters":401,"fix":402},"Choosing a litigation-only dispute resolution clause for a cross-border agreement","A US or UK court judgment is difficult and expensive to enforce in China, Vietnam, Mexico, and many other manufacturing jurisdictions — effectively rendering a court-only clause unenforceable in practice.","Use binding international arbitration under a recognized body (ICC, AAA, HKIAC) with a seat in a neutral jurisdiction. International arbitration awards are enforceable in 170+ countries under the New York Convention.",[404,407,410,413,416,419,422,425,428,431],{"question":405,"answer":406},"What is an OEM agreement?","An OEM agreement is a contract under which a manufacturer produces goods — either components or finished products — to another company's specifications, and that company sells the goods under its own brand. The manufacturer is the OEM; the brand-owning company is typically called the brand owner or buyer. The agreement governs product specifications, IP ownership, quality standards, pricing, exclusivity, and termination. It is distinct from a simple supply agreement because it typically involves the transfer or licensing of proprietary specifications and tooling.\n",{"question":408,"answer":409},"What should an OEM agreement include?","At minimum: the parties' legal names and roles, a detailed product specification (usually as a schedule), IP ownership and licensing terms, quality assurance obligations and audit rights, pricing and MOQ, payment terms, exclusivity provisions tied to volume commitments, term and renewal mechanics, confidentiality, warranties, indemnification, and governing law. Missing IP or tooling ownership language is the single most common and costly gap in OEM contracts.\n",{"question":411,"answer":412},"Who owns the IP in an OEM relationship?","IP ownership depends entirely on what the contract says. In most well-drafted OEM agreements, the brand owner retains ownership of the product specifications, trademarks, and any tooling it funds. The manufacturer is granted a limited, non-transferable license to use that IP solely for production under the contract. Without an explicit assignment clause, the party that creates IP — including the manufacturer — may retain rights to it by default under most jurisdictions' IP laws.\n",{"question":414,"answer":415},"What is the difference between an OEM agreement and a white-label agreement?","The terms are often used interchangeably, but there is a functional distinction. In an OEM arrangement, the brand owner typically provides proprietary specifications, funded tooling, or licensed technology — meaning the product is custom-built to the brand owner's design. In a white-label arrangement, the manufacturer has an existing off-the-shelf product that the buyer rebrands with minimal customization. OEM agreements therefore involve more IP complexity, while white-label agreements are closer to a standard reseller or supply relationship.\n",{"question":417,"answer":418},"Is exclusivity standard in OEM agreements?","Exclusivity is common but not universal. Brand owners typically seek exclusivity to prevent the manufacturer from producing the same product for competitors. Manufacturers typically accept exclusivity only if paired with a binding minimum purchase commitment that compensates for the foregone revenue from other potential customers. Exclusivity without a volume commitment is a significant risk for the manufacturer and is frequently negotiated out or converted to a non-exclusive arrangement after the first contract year.\n",{"question":420,"answer":421},"Do I need a lawyer to draft an OEM agreement?","For straightforward domestic OEM relationships with a trusted manufacturer, a high-quality template reviewed by a commercial lawyer is usually sufficient. Engage a specialist when the relationship is cross-border, involves significant tooling investment (above $50,000), includes complex IP assignment, or covers regulated product categories (medical devices, electronics with certification requirements, food-contact materials). A lawyer review of an OEM template typically costs $500–$1,500, which is negligible compared to the cost of a tooling dispute or IP leakage.\n",{"question":423,"answer":424},"How do I protect my product specifications in an OEM agreement?","Three mechanisms work together: a confidentiality clause with a defined post-termination survival period, a limited-use IP license that restricts the manufacturer to production under the agreement only, and a tooling ownership clause that gives the brand owner physical custody or a right of return. Additionally, avoid sending full specifications until the agreement is signed, and consider registering key design elements as registered designs or patents before disclosing them to any manufacturer.\n",{"question":426,"answer":427},"What happens to tooling when an OEM agreement ends?","The outcome depends entirely on the tooling ownership clause. If the brand owner funded and owns the tooling, the agreement should require the manufacturer to return it or certify its destruction within a defined period after termination. If the manufacturer owns the tooling and grants a license, that license terminates with the contract and the manufacturer may reuse or repurpose the tooling. Failing to address this at contract stage is a leading cause of post-termination disputes in OEM relationships.\n",{"question":429,"answer":430},"What minimum order quantities are typical in OEM agreements?","MOQs vary widely by product category, manufacturing complexity, and geography. Electronics and consumer goods MOQs with Chinese manufacturers commonly range from 500 to 5,000 units per run. Custom injection-molded plastic products may have MOQs of 1,000–10,000 units to justify tooling setup costs. The MOQ should be negotiated to balance the manufacturer's fixed-cost recovery against the brand owner's inventory risk, and stated explicitly in the pricing schedule rather than left to purchase-order negotiation.\n",{"question":432,"answer":433},"How should quality standards be enforced in an OEM agreement?","Reference a specific international quality standard (ISO 9001 or equivalent) for the manufacturer's management system. Define a numeric acceptable quality level (AQL) for defect rates using a recognized inspection standard (ANSI/ASQ Z1.4 is most common). Include a pre-production golden sample approval process, a right to conduct pre-shipment inspections (either by the brand owner or a nominated third-party inspection firm), and a clear rejection and cure procedure specifying who bears the cost of rework or replacement.\n",[435,439,443,447],{"industry":436,"icon_asset_id":437,"specifics":438},"Consumer Electronics","industry-electronics","Firmware IP ownership, FCC and CE certification obligations, component-level traceability requirements, and rapid product-cycle spec amendments make detailed schedule versioning and IP assignment clauses critical.",{"industry":440,"icon_asset_id":441,"specifics":442},"Medical Devices","industry-healthtech","FDA 21 CFR Part 820 and ISO 13485 quality system requirements must be incorporated by reference; the manufacturer's status as a Contract Manufacturer of Record affects 510(k) clearance and CE mark responsibilities.",{"industry":444,"icon_asset_id":445,"specifics":446},"Automotive and Industrial","industry-manufacturing","IATF 16949 quality standards, PPAP approval requirements, long tooling amortization periods (5–10 years), and liability exposure for component failures in safety-critical assemblies require enhanced warranty and indemnification language.",{"industry":448,"icon_asset_id":449,"specifics":450},"Apparel and Consumer Goods","industry-retail","Seasonal ordering cycles with tight lead times, private-label trademark licensing, country-of-origin labeling compliance, and ethical sourcing audit rights are standard commercial expectations in this sector.",[452,455,458,461],{"vs":240,"vs_template_id":453,"summary":454},"supplier-agreement-D12680","A supplier agreement governs the recurring purchase of standard, off-the-shelf goods or materials with no significant IP or specification transfer. An OEM agreement is appropriate when the brand owner provides proprietary specifications, funds custom tooling, or licenses trademarks to the manufacturer. If no IP changes hands, a supplier agreement is typically sufficient and less complex.",{"vs":232,"vs_template_id":456,"summary":457},"D{MANUFACTURING_LICENSE_ID}","A manufacturing license agreement grants the manufacturer a license to use the licensor's IP to make products for its own account — the manufacturer sells the finished goods itself. In an OEM agreement, the brand owner buys back all production and sells under its own name. The direction of the commercial relationship is reversed: in an OEM deal, the manufacturer is a vendor; in a manufacturing license, the manufacturer is a licensee-seller.",{"vs":236,"vs_template_id":459,"summary":460},"D{WHITE_LABEL_ID}","A white label agreement covers the resale of an existing manufacturer's product under a buyer's brand, with minimal customization and no transfer of proprietary specifications or tooling. An OEM agreement is warranted when the product is custom-engineered to the brand owner's design, funded tooling is involved, or IP assignment obligations exist. White-label contracts are simpler and closer to a standard reseller arrangement.",{"vs":462,"vs_template_id":463,"summary":464},"Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692","An NDA protects confidential information during pre-contract discussions before any manufacturing commitment is made. It does not govern production, IP ownership, quality, or pricing. An NDA should be signed before sharing product specifications with a potential manufacturer; the OEM agreement then replaces and supersedes the NDA's confidentiality terms once the relationship is formalized.",{"use_template":466,"template_plus_review":470,"custom_drafted":474},{"best_for":467,"cost":468,"time":469},"Domestic OEM relationships with established manufacturers, standard consumer goods, and no significant tooling investment","Free","1–3 hours",{"best_for":471,"cost":472,"time":473},"Cross-border agreements, deals involving tooling above $10,000, or products in regulated categories requiring certification compliance","$500–$1,500","3–7 days",{"best_for":475,"cost":476,"time":477},"High-value exclusive relationships, medical device or automotive component manufacturing, complex multi-jurisdiction IP portfolios, or agreements with significant liability exposure","$3,000–$10,000+","2–6 weeks",[479,484,489,494],{"code":480,"name":481,"flag_asset_id":482,"note":483},"us","United States","flag-us","OEM agreements in the US are primarily governed by Article 2 of the UCC (goods) and common-law contract principles for service elements. IP assignment must be in writing and signed to be enforceable under the Copyright Act and patent assignment rules. Non-compete and exclusivity clauses are generally enforceable but subject to reasonableness review; California courts apply heightened scrutiny. Federal trade secret protections under the DTSA supplement state-level NDA enforcement.",{"code":485,"name":486,"flag_asset_id":487,"note":488},"ca","Canada","flag-ca","Canadian OEM agreements are governed by provincial sale of goods legislation (based on the UK Sale of Goods Act model) and common-law contract principles, with Quebec governed by the Civil Code. IP assignment must be in writing under the Copyright Act and Patent Act. Exclusivity and non-compete clauses are enforceable if reasonable in scope and duration. Cross-border agreements with US manufacturers should address CUSMA (formerly NAFTA) rules of origin and tariff classification obligations.",{"code":490,"name":491,"flag_asset_id":492,"note":493},"uk","United Kingdom","flag-uk","UK OEM agreements are governed by the Sale of Goods Act 1979 and the Supply of Goods and Services Act 1982, with implied terms on quality and fitness for purpose that cannot be excluded in consumer-facing supply chains. IP assignments must comply with the Copyright, Designs and Patents Act 1988 (written assignment required). Post-Brexit, CE marking and UKCA marking obligations may apply simultaneously for products sold in both UK and EU markets — the OEM agreement should clearly allocate certification responsibilities.",{"code":495,"name":496,"flag_asset_id":497,"note":498},"eu","European Union","flag-eu","EU OEM agreements must account for the Vertical Block Exemption Regulation (VBER), which governs exclusivity and territory restrictions in supply relationships — exclusivity clauses must be structured carefully to avoid competition law violations. Product liability under the EU Product Liability Directive places strict liability on the entity that places a product on the EU market under its brand, regardless of who manufactured it — the brand owner should ensure the OEM agreement includes appropriate indemnification. GDPR applies if the agreement involves any exchange of personal data. Member state contract law varies; governing law selection and the Rome I Regulation are important.",[229,463,248,500,501,502,503,504,505,506,507,508],"distribution-agreement-D12544","licensing-agreement-D12696","independent-contractor-agreement-D160","service-agreement-D12711","manufacturing-agreement-D12795","intellectual-property-assignment-D5229","partnership-agreement-D12659","joint-venture-agreement-D889","new-product-development-plan-D14014",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":93,"secondary_folder":511,"document_type":512,"industry":513,"business_stage":514,"tags":515,"confidence":520},"manufacturing-and-supply","agreement","manufacturing","all-stages",[513,516,517,518,519],"contract","intellectual-property","oem-agreement","quality-control",0.92,"\u003Ch2>What is an OEM Agreement?\u003C/h2>\n\u003Cp>An \u003Cstrong>OEM Agreement\u003C/strong> is a legally binding contract between an Original Equipment Manufacturer and a brand owner under which the manufacturer produces components or finished goods to the brand owner's precise specifications, and the brand owner sells those goods under its own commercial label. The agreement defines every material dimension of the production relationship: what is built and to what standard, who owns the IP and tooling created in the process, how quality is measured and enforced, whether the manufacturer is exclusive to the brand owner, how pricing and purchase orders work, and what happens when either party wants to exit. Unlike a standard purchase order or supply agreement, an OEM agreement involves the transfer or licensing of proprietary specifications and often significant tooling investment — making it one of the more consequential commercial contracts a product company will sign.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written OEM agreement, your product specifications, tooling investment, and brand are exposed from the moment you share them with a manufacturer. A manufacturer who receives your specs without a signed contract can legally produce your product for a competitor — or hold custom-funded tooling hostage at the end of the relationship. Quality disputes devolve into subjective arguments rather than objective pass/fail criteria when no AQL threshold is defined. Exclusivity granted verbally offers no protection in arbitration or court. The brand owner also carries strict product liability under most consumer protection regimes, meaning defective goods sold under your label are your legal problem regardless of who built them — making manufacturer indemnification and warranty terms essential. This template gives you a complete, enforceable OEM framework ready to customize for your product, your manufacturer, and your jurisdiction, cutting the drafting time from weeks to hours.\u003C/p>\n",1779480612415]