If you are a manufacturer who is looking to outsource the production of your goods, then a contract manufacturing agreement is something that you should consider. This agreement outlines the terms and conditions between you, the manufacturer, and the contracted manufacturer who will be producing your goods.
To give you an idea of what a contract manufacturing agreement looks like, we have provided a sample below:
Sample Contract Manufacturing Agreement
This contract manufacturing agreement (the “Agreement”) is entered into on [Date] by and between [Manufacturer Name], a [State] corporation, with its principal place of business located at [Address] (the “Manufacturer”), and [Contracted Manufacturer Name], a [State] corporation, with its principal place of business located at [Address] (the “Contracted Manufacturer”).
RECITALS
Whereas, Manufacturer desires to have certain goods manufactured by Contracted Manufacturer; and
Whereas, Contracted Manufacturer desires to manufacture such goods for Manufacturer;
NOW, THEREFORE, in consideration of the mutual agreements contained herein, the parties agree as follows:
1. Manufactured Goods
Contracted Manufacturer agrees to manufacture the goods described in Attachment A (the “Goods”) according to Manufacturer’s specifications.
2. Price and Payment Terms
2.1 Price. Manufacturer agrees to pay Contracted Manufacturer the price set forth in Attachment B for the manufacture of the Goods.
2.2 Payment Terms. Payment shall be made in [Insert Payment Terms] with [Insert Due Date] day(s) of Contracted Manufacturer’s invoice.
3. Delivery Terms
3.1 Delivery Date. Contracted Manufacturer agrees to deliver the Goods to Manufacturer by [Insert Delivery Date].
3.2 Shipping. Contracted Manufacturer shall be responsible for shipping the Goods to Manufacturer and shall bear all shipping costs.
4. Intellectual Property
4.1 Ownership. Manufacturer shall have exclusive ownership of all intellectual property rights, including but not limited to patents, trademarks and copyrights, in the Goods.
4.2 License. Contracted Manufacturer is hereby granted a limited, non-exclusive license to use Manufacturer’s intellectual property rights solely for the purpose of manufacturing the Goods.
5. Confidentiality
Contracted Manufacturer shall treat all information received from Manufacturer as confidential and shall not disclose such information to any third party without the prior written consent of Manufacturer.
6. Termination
6.1 Manufacturer may terminate this Agreement at any time for any reason upon [Insert Termination Notice] days’ written notice to Contracted Manufacturer.
6.2 Contracted Manufacturer may terminate this Agreement if Manufacturer breaches any material provision of this Agreement and fails to cure such breach within [Insert Cure Period] days’ written notice from Contracted Manufacturer.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the State of [Insert State], and any disputes arising out of or related to this Agreement shall be resolved in the courts of [Insert County], [Insert State].
IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.
[Manufacturer Name]
By: ___________________________
Name: ________________________
Title: __________________________
[Contracted Manufacturer Name]
By: ___________________________
Name: ________________________
Title: __________________________
As you can see, a contract manufacturing agreement contains specific details such as the manufactured goods, price and payment terms, delivery terms, intellectual property, confidentiality, and termination clauses. It is important to have an agreement like this in place to ensure that both parties are protected and that the manufacturing process runs smoothly.
If you are a manufacturer and need a contract manufacturing agreement, we highly recommend that you seek legal advice to ensure that your agreement is legally binding and enforceable.