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
1.1. 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.
1.2. Further, the Manufacturer agrees to respect the Company’s intellectual property
rights in regard to the Company’s designs, content, and processes.
1.3. 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.
1.4. 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.
1.5. The Manufacturer shall return the mold design back to the Company after the
production of the mold or chargers that were used to reproduce.
1.6. Manufacturer also agrees that this Agreement has been entered into at will.
2. COMPANY’S OBLIGATIONS
The Company agrees to compensate the Manufacturer for fulfilling their duty under this
Agreement.
3. REPRESENTATIONS WARRANTIES
The Manufacturer represents and warrants that:
3.1. The Manufacturer shall not sell or share Company’s ides, design(s), and products
with other companies, suppliers etc.
3.2. The mold that the Manufacturer creates for Company belongs to Company and
Company can have it sent at any time for no extra cost.
3.3. The Manufacturer shall always keep an open line of contact.
3.4. The quality of Company’s products shall remain at the same level.
3.5. Money shall be refunded if deadlines are missed, or agreed-upon terms are
breached.
4. COMPENSATION
The Company shall pay the Manufacturer [ENTER AMOUNT] for the Manufacturer’s services
under this Agreement.
5. INTELLECTUAL PROPERTY
5.1 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.
5.2 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.
6. 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.
7. TERM
The term of this Agreement commences on the effective date and continues until [END DATE]
until otherwise terminated by the parties.
8. NON-PERFORMANCE
8.1 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.
8.2 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.
9. RELATIONSHIP
9.1 The Manufacturer SHALL act as an independent contractor and in no way shall be
considered an employee of the Company.
9.2 The Manufacturer SHALL be responsible for payment of taxes, insurance, and other
obligations relating to its performance of services under this Agreement.
9.3 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.
10. CONFIDENTIALITY
10.1 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.
10.2 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:
a) is or will be in the public domain (other than through the receiving Party’s
unauthorized disclosure);
b) 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
c) 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.
11. 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.
12. 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.
13. 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.
14. 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
___________________________________ ___________________________
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