MANUFACTURING AGREEMENT

MANUFACTURING AGREEMENT

 

THIS MANUFACTURING AGREEMENT (hereinafter, “this Agreement”), effective as of [DATE] (“effective date”), is made and entered into by and between] GAMENEXT of address [ADDRESS], (hereinafter “the Company”), and [NAME OF THE MANUFACTURER] of address [ADDRESS] (hereinafter, “Manufacturer”).

 

WHEREAS Company deals in [NATURE OF BUSINESS], and

 

WHEREAS Manufacturer offers MANUFACTURING SERVICES, and

 

WHEREAS Manufacturer offers to create and manufacture products for the Company under the provisions of this agreement;

 

NOW, THEREFORE, in consideration of the foregoing premises, and of the mutual promises and covenants herein contained, the parties, intending to be legally bound, do hereby agree as follows:

 

  1. MANUFACTURER’S OBLIGATIONS

 

  • While fulfilling their duty under this Agreement, the Manufacturer agrees to respect the Intellectual Property laws regarding the Company’s products. The Manufacturer agrees to avoid any conduct that may infringe the Intellectual Property rights of the Company.

 

  • Further, the Manufacturer agrees to respect the Company’s intellectual property rights in regard to the Company’s designs, content, and processes.

 

  • Any design shown to the Manufacturer, distributor, wholesaler, or reproduction company is subject for approval only. Accordingly, the manufacturer should not use the Company’s files and/or design to produce any product without a written consent from the Company. Further, the Manufacturer, distributor, wholesaler, or reproduction company shall not copy or resell the design and/or product(s) in China, Hong Kong, and anywhere outside China.

 

  • The Manufacturer shall strictly mold only one (1) quantity per design, and should not mold more than one (1) quantity unless the Company gives consent in writing.

 

  • The Manufacturer shall return the mold design back to the Company after the production of the mold or chargers that were used to reproduce.

 

  • Manufacturer also agrees that this Agreement has been entered into at will.

 

  1. COMPANY’S OBLIGATIONS

 

The Company agrees to compensate the Manufacturer for fulfilling their duty under this Agreement.

  1. REPRESENTATIONS WARRANTIES

 

The Manufacturer represents and warrants that:

 

  • The Manufacturer shall not sell or share Company’s ides, design(s), and products with other companies, suppliers etc.

 

  • The mold that the Manufacturer creates for Company belongs to Company and Company can have it sent at any time for no extra cost.

 

  • The Manufacturer shall always keep an open line of contact.

 

  • The quality of Company’s products shall remain at the same level.

 

  • Money shall be refunded if deadlines are missed, or agreed-upon terms are breached.
  1. COMPENSATION

 

The Company shall pay the Manufacturer [ENTER AMOUNT] for the Manufacturer’s services under this Agreement.

 

  1. INTELLECTUAL PROPERTY

 

  • The Manufacturer acknowledges the Company’s absolute ownership of, interest in, and rights to the Company’s mold(s), brand names, designs, and other products.

 

  • The Company shall retain sole ownership of all the intellectual properties, know-how, or other proprietary rights in Company’s mold(s), brand names, designs, and other products. No right or interest is granted or shall be deemed to be granted by the Company to the Manufacturer.

 

  1. TERMINATION

 

Either Party to this Agreement may terminate this Agreement upon a written notice of termination to the other Party. Unless otherwise mutually agreed to in writing, upon the termination of this Agreement, any arrangement for Services then in effect will immediately terminate.

 

  1. TERM

 

The term of this Agreement commences on the effective date and continues until [END DATE] until otherwise terminated by the parties.

 

  1. NON-PERFORMANCE

 

  • If the Manufacturer is rendered unable, wholly or in part, by reason of a Force Majeure Event to perform obligations under this Agreement, then such the Manufacturer’s obligations SHALL be suspended to the extent affected by the Force Majeure Event.

 

  • If the Manufacturer fails to comply with any of their obligations set forth in this Agreement and such failure results in the imposition of additional Taxes, or suffering of any loss, the non-performing Manufacturer SHALL be liable in full for such additional Taxes and losses.

 

  1. RELATIONSHIP

 

  • The Manufacturer SHALL act as an independent contractor and in no way shall be considered an employee of the Company.

 

  • The Manufacturer SHALL be responsible for payment of taxes, insurance, and other obligations relating to its performance of services under this Agreement.

 

  • The Manufacturer DOES NOT have any express or implied power to enter any contracts or commitments or to incur liabilities in the name of, or on behalf of, the Company, or to bind the Company in any respect whatsoever.

 

  1. CONFIDENTIALITY

 

  • The Parties to this contract acknowledge that the existence and the terms of this Agreement and any oral or written information exchanged between the Parties in connection with the preparation and performance of this Agreement are regarded as confidential information.

 

  • Each Party shall maintain confidentiality of all such confidential information, and without obtaining the written consent of the other Party, it shall not disclose any relevant confidential information to any third parties, except for the information that:
  1. is or will be in the public domain (other than through the receiving Party’s unauthorized disclosure);

 

  1. is under the obligation to be disclosed pursuant to the applicable laws or regulations, rules of any stock exchange, or orders of the court or other government authorities; or

 

  1. is required to be disclosed by any Party to its shareholders, investors, legal counsels or financial advisors regarding the transaction contemplated hereunder, provided that such shareholders, investors, legal counsels or financial advisors shall be bound by the confidentiality obligations similar to those set forth in this clause. Disclosure of any confidential information by the staff members or agencies hired by any Party shall be deemed disclosure of such confidential information by such Party, which Party shall be held liable for breach of this Agreement. This Section shall survive the termination of this Agreement for any reason.

 

  1. DISPUTES

 

Except as otherwise specifically agreed in writing by the Manufacturer and the Company, any dispute relating to any rights and/ or obligations arising in this Agreement which is not resolved by the parties shall be adjudicated by any court of competent jurisdiction.

 

  1. ENTIRETY

 

This contract represents the entire agreement between the two parties and supersedes any previous written or oral agreement. This agreement may be modified at any time, provided the written consent of both the Company and Manufacturer.

 

  1. SEVERABILITY

 

The parties agree that if any portion of this contract is found to be void or unenforceable, it shall be struck from the record and the remaining provisions will retain their full force and effect.

 

  1. JURISDICTION

 

This contract shall be governed, interpreted, and construed in accordance with the laws of [ENTER COUNTRY OR TERRITORY].

 

 

In Witness Whereof, this Agreement is duly executed by the duly authorized representatives of the parties as set forth below:

 

 

 

 

___________________________________              ___________________________

        Manufacturer’s Signature                                                       Date

 

 

 

 

 

 

___________________________________              ___________________________

       Company Official Signature                                                  Date