Contract for the Manufacture of Goods

This Contract for the Manufacture of Goods creates an agreement between a

manufacturer of goods and another party. The agreement states that for a specified

amount of compensation, the manufacturer will produce goods for the requesting party.

This document in its draft form contains numerous of the standard clauses commonly

used in these types of agreements, as well as optional language allowing for

customization to ensure the specific terms of the parties' agreement are addressed.

This document may be used by a manufacturer, or by a person or business that wants a

manufacturer to produce goods.

CONTRACT FOR MANUFACTURE OF GOODS



THIS CONTRACT FOR MANUFACTURE OF GOODS (the “Agreement”) is made on this

________________ day of ___________, 20___ (the “Effective Date”) entered by and between

________________________, (hereinafter called the "CLIENT"), and

___________________________, (hereinafter called the “MANUFACTURER”).



RECITALS:

WHEREAS, the CLIENT is engaged in the business of _____________________________;



WHEREAS, the MANUFACTURER is engaged in providing manufacturing services of

______________________ products;



WHEREAS, subject to the terms and conditions of this Agreement, CLIENT desires to retain

MANUFACTURER’s services and MANUFACTURER desires to provide such manufacturing

services for the following Product(s) to the CLIENT:



__________________________________. [Comment: describe the type of Product] (the

“Product”)



NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is

hereby acknowledged, the CLIENT and the MANUFACTURER mutually agree as follows:



1. ENGAGEMENT



A. The MANUFACTURER hereby agrees and undertakes to manufacture the said Products

strictly in accordance with the know-how, standards and specifications as provided by the

CLIENT and in compliance with the Product Specifications as described in Schedule I,

which is attached hereto and made a part hereof (the “Product Specifications”).



B. Both during the term and following termination of this Agreement, in perpetuity,

MANUFACTURER shall not supply the Product or any prototype thereof, or any of the

Product Specifications, to any third party whatsoever.



2. GRANT OF RIGHTS



A. The CLIENT hereby grants to the MANUFACTURER the right to manufacture and

package the Products and to use CLIENT's Know-how and Product Specifications in the

process of manufacturing of the Products and to grant to its Affiliates the right to

manufacture and package the Products and to utilize the know-how, subject to the terms

of this Agreement.





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B. The MANUFACTURER hereby grants to the CLIENT the exclusive right to use any

improvements or technical developments of the Product which are developed by the

MANUFACTURER after obtaining from CLIENT the know-how and the Product

Specifications as required by this Agreement. Such right shall be royalty-free provided,

however, that if the CLIENT does not elect to exercise such right in writing within _____

[Instruction: insert any number] ( ) days after the Manufacturer makes written

disclosure to the CLIENT, the Manufacturer will be free to deal with others with respect

to such right.



3. TERM



This Agreement shall commence on the effective date and shall continue for an initial period of

one (1) [Instruction: insert any number] year. Thereafter, this Agreement shall automatically

renew for successive one (1) [Instruction: insert any number] year periods unless either party

gives notice in writing, at least ninety (90) [Instruction: insert any number] days prior to the

anniversary date of this Agreement, to the other party specifying its intention not to renew.



4. DISCLOSURE OF KNOW-HOW



After the execution of this Agreement, the CLIENT will provide know-how, standards and

specifications, which are to be complied with, to the MANUFACTURER. The CLIENT shall

promptly inform the MANUFACTURER of any know-how thereafter acquired by the CLIENT.

The MANUFACTURER shall be entitled to make and retain such notes and memoranda and

such copies of papers relating to the CLIENT's know-how and Specifications as may be

appropriate to enable the MANUFACTURER to utilize such know-how and Specifications