MANUFACTURING AGREEMENT

This Manufacturing Agreement (“Agreement”) is entered into as of …………………[DATE] …………..(“Effective Date”), by and between:

……………………….[MANUFACTURER NAME], a ………………..[state/country] corporation with its principal place of business at ………………………….. [ADDRESS] (hereinafter referred to as the “Manufacturer”),

And

……………….. [CLIENT/COMPANY NAME], a ……………………… [state/country] corporation with its principal place of business at ……………………………. [ADDRESS] (hereinafter referred to as the “Client”).

The Manufacturer and the Client are individually referred to herein as a “Party” and collectively as the “Parties.”

RECITALS

WHEREAS, the Client desires to engage the Manufacturer to produce certain goods, products, or components in accordance with the specifications, quality standards, and terms set forth herein;

WHEREAS, the Manufacturer possesses the requisite expertise, facilities, certifications, and capacity to manufacture such goods to the Client’s satisfaction;

NOW, THEREFORE, in consideration of the mutual covenants, representations, warranties, and obligations contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

For this Agreement, the following terms shall carry the meanings ascribed to them below:

1.1 “Products” shall mean all goods, components, assemblies, or finished items that the Manufacturer agrees to produce for the Client, as detailed in Schedule A attached hereto and incorporated by reference.

1.2 “Specifications” shall mean the technical drawings, design documents, quality benchmarks, material requirements, and performance standards provided by the Client and agreed upon by the Manufacturer, as outlined in Schedule B.

1.3 “Delivery Schedule” shall mean the timeline and milestones agreed upon by both Parties for the production, inspection, and delivery of Products, as stipulated in Schedule C.

1.4 “Defective Product” shall mean any Product that fails to conform to the agreed Specifications or that exhibits material defects in workmanship, materials, or performance.

ARTICLE 2 — SCOPE OF MANUFACTURING SERVICES

2.1 Manufacturing Obligations. The Manufacturer agrees to produce, assemble, test, package, and deliver the Products strictly in accordance with the Specifications and Delivery Schedule. The Manufacturer shall source all raw materials, components, and consumables necessary for production at its own expense, unless otherwise agreed in writing.

2.2 Compliance with Standards. The Manufacturer shall ensure that all Products comply with applicable local, national, and international regulatory standards, including, but not limited to, ISO certifications, environmental regulations, safety standards, and industry-specific compliance requirements, as mutually identified by the Parties.

2.3 Subcontracting. The Manufacturer shall not subcontract any portion of the manufacturing obligations under this Agreement without the prior written consent of the Client. Any approved subcontracting shall not relieve the Manufacturer of its responsibilities under this Agreement.

ARTICLE 3 — PRICING AND PAYMENT TERMS

3.1 Unit Price. The Client shall compensate the Manufacturer at the unit price specified in Schedule D for each Product delivered and accepted in accordance with this Agreement.

3.2 Payment Schedule. Unless otherwise specified in Schedule D, payment terms shall be as follows: thirty percent (30%) of the total purchase order value shall be due upon placement of the order, with the remaining seventy percent (70%) due within thirty (30) days of delivery and acceptance.

3.3 Invoicing. The Manufacturer shall issue accurate invoices referencing the applicable purchase order number. Disputed invoices must be communicated in writing within fifteen (15) days of receipt. Undisputed amounts remain payable on schedule.

3.4 Late Payment. Overdue payments shall accrue interest at a rate of one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.

ARTICLE 4 — QUALITY ASSURANCE AND INSPECTION

4.1 Quality Control. The Manufacturer shall maintain a documented quality management system and shall conduct systematic inspections at every critical stage of production to ensure conformance with the Specifications.

4.2 Client Inspection Rights. The Client reserves the right, upon reasonable written notice of at least five (5) business days, to inspect the Manufacturer’s facilities, production processes, raw materials, and finished Products at any time during the term of this Agreement.

4.3 Acceptance and Rejection. Upon delivery, the Client shall have fourteen (14) calendar days to inspect the Products. Products that do not meet the Specifications shall be rejected, and the Manufacturer shall, at its own cost, either replace or remedy the Defective Products within a period mutually agreed upon in writing.

ARTICLE 5 — INTELLECTUAL PROPERTY

5.1 Client Ownership. All Specifications, designs, proprietary processes, tooling, and other intellectual property provided by the Client shall remain the exclusive property of the Client. The Manufacturer shall use such materials solely for the purpose of fulfilling its obligations under this Agreement.

5.2 Confidentiality. The Manufacturer agrees to treat all Client information, designs, and trade secrets as strictly confidential and shall not disclose, replicate, or exploit such information for any purpose beyond the scope of this Agreement, both during and for five (5) years following the termination of this Agreement.

ARTICLE 6 — TERM AND TERMINATION

6.1 Term. This Agreement shall commence on the Effective Date and shall remain in full force and effect for a period of [DURATION], unless earlier terminated in accordance with the provisions herein.

6.2 Termination for Cause. Either Party may terminate this Agreement upon thirty (30) days’ written notice if the other Party materially breaches any provision of this Agreement and fails to cure such breach within the notice period.

6.3 Effect of Termination. Upon termination, the Client shall compensate the Manufacturer for all Products completed and delivered before the termination date. The Manufacturer shall return all Client-owned materials, tooling, and confidential information promptly.

ARTICLE 7 — LIMITATION OF LIABILITY AND INDEMNIFICATION

7.1 Limitation of Liability. Neither Party shall be liable to the other for indirect, incidental, consequential, or punitive damages arising under or related to this Agreement, regardless of whether such damages were foreseeable.

7.2 Indemnification. Each Party shall indemnify, defend, and hold harmless the other Party from and against any third-party claims, liabilities, losses, and expenses arising from its own negligence, willful misconduct, or material breach of this Agreement.

ARTICLE 8 — GENERAL PROVISIONS

8.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of [JURISDICTION], without regard to conflict of law principles.

8.2 Dispute Resolution. Any dispute arising under this Agreement shall first be subject to good-faith negotiation between senior representatives of each Party. Unresolved disputes shall be submitted to binding arbitration under the rules of [ARBITRATION BODY].

8.3 Entire Agreement. This Agreement, together with all attached Schedules, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, representations, and agreements.

8.4 Amendments. No modification of this Agreement shall be valid unless made in writing and duly signed by authorised representatives of both Parties.

8.5 Severability. If any provision of this Agreement is found to be unenforceable, the remaining provisions shall continue in full force and effect.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Manufacturing Agreement as of the date first written above.

Schedules A, B, C, and D are incorporated herein by reference and form an integral part of this Agreement.