MANUFACTURING AND DISTRIBUTION AGREEMENT
THIS AGREEMENT is hereby entered into on this ………………day of …….……………. Two Thousand and ……………………………
BETWEEN
- [Your Company Name], with an address at [ Address] hereinafter referred to as (“Your Company”)
AND
- [Counterparty Company Name] with an address of [Address] hereinafter referred to as (“Counterparty”), collectively referred to as the “Parties,”
RECITALS
WHEREAS, Company is engaged in the business of [describe your business activities];
WHEREAS, Counterparty possesses the necessary expertise and resources for manufacturing the product (the “Product”) in accordance with the specifications provided by Your Company;
WHEREAS, Company desires to grant Counterparty the exclusive right to manufacture the Product, while Company will have the exclusive right to sell the Product worldwide;
WHEREAS, both Parties agree to maintain the confidentiality of any proprietary information shared during the course of this Agreement;
WHEREAS, the Parties wish to establish the terms and conditions governing the manufacturing and distribution of the Product;
NOW, THEREFORE, in consideration of the mutual covenants contained herein, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:
- BACKGROUND AND PURPOSE:
3.1 Company is engaged in the business of [describe your business activities].
3.2 Counterparty possesses the necessary expertise and resources for manufacturing the product (hereinafter referred to as the “Product”) in accordance with the specifications provided by Your Company.
3.3 Company desires to grant Counterparty the exclusive right to manufacture the Product, while Company will have the exclusive right to sell the Product worldwide.
- EXCLUSIVE MANUFACTURING:
4.1 Counterparty shall exclusively manufacture the Product for Company as per the specifications and requirements agreed upon by both Parties.
4.2 Counterparty shall ensure that the Product is manufactured in accordance with all applicable laws, regulations, and industry standards.
4.3 Counterparty shall maintain the highest level of quality control during the manufacturing process to ensure that the Product meets the agreed specifications and standards.
- EXCLUSIVE DISTRIBUTION:
5.1 Company shall have the exclusive right to sell the Product worldwide, and Counterparty shall not engage in the sale, promotion, or distribution of the Product directly or indirectly, unless otherwise agreed upon in writing.
5.2 Company shall use reasonable efforts to market and sell the Product to maximize its commercial success.
5.3 Company shall have the right to appoint authorized resellers or distributors for the sale of the Product, subject to the provisions of this Agreement.
- CONFIDENTIALITY:
6.1 Both Parties acknowledge and agree that during the course of this Agreement, they may have access to confidential information, including but not limited to trade secrets, know-how, manufacturing processes, product designs, and other proprietary information (collectively referred to as “Confidential Information”).
6.2 Both Parties shall maintain strict confidentiality of the Confidential Information received from the other Party and shall not disclose or use such Confidential Information for any purpose other than the performance of this Agreement, without the prior written consent of the disclosing Party.
6.3 The obligations of confidentiality shall survive the termination or expiration of this Agreement for a lifetime from the date of termination or expiration.
- REPRESENTATIONS AND WARRANTIES:
7.1 Company and Counterparty each represent and warrant that they have the full power and authority to enter into this Agreement and perform their respective obligations herein.
7.2 Counterparty represents and warrants that it possesses the necessary expertise, resources, and facilities to manufacture the Product in compliance with applicable laws, regulations, and industry standards.
- INTELLECTUAL PROPERTY:
8.1 All intellectual property rights, including but not limited to patents, trademarks, copyrights, and trade secrets, related to the Product shall remain the sole and exclusive property of Your Company.
8.2 Counterparty shall not acquire any rights or licenses to the intellectual property of Your Company, except as expressly granted under this Agreement.
- TERM AND TERMINATION:
9.1 This Agreement shall commence on the Effective Date and shall continue in full force and effect until terminated in accordance with this Agreement.
9.2 Either Party may terminate this Agreement by providing written notice to the other Party in the event of a material breach of any provision of this Agreement, subject to a cure period of [number of days] from the receipt of such notice.
9.3 Upon termination of this Agreement, all rights and obligations of the Parties shall cease, except for those that, by their nature, are intended to survive termination, such as confidentiality, indemnification, and intellectual property provisions.
9.4 If either Party terminates this Agreement, the terminating Party and its representatives shall not be allowed to sell the Product to any third party for a period of five (5) years following the effective date of termination. This restriction shall apply regardless of the reason for termination and shall be enforceable to the maximum extent permitted by applicable law.
- DISPUTE RESOLUTION:
10.1 Any dispute arising from or related to this Agreement shall first be resolved through mediation in accordance with the Swiss Rules of Mediation of the Swiss Chambers’ Arbitration Institution (SCAI). If the dispute remains unresolved within [number of days], or if either party refuses to participate in the mediation, the dispute shall be finally settled through arbitration in accordance with the Swiss Rules of International Arbitration of SCAI.
10.2 The mediation process shall be conducted in [language of mediation], and the arbitration proceedings shall be held in Bern, Switzerland. The arbitration award shall be binding and enforceable in any court of competent jurisdiction
- GOVERNING LAW:
11.1 This Agreement shall be governed by and construed in accordance with the laws of Switzerland, without regard to its conflict of laws principles.
11.2 Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be resolved through good faith negotiations between the Parties.
11.3 The decision of the arbitrators shall be final and binding upon the Parties and may be enforced in any court of competent jurisdiction.
- FORCE MAJEURE:
12.1 Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement if such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, acts of war or terrorism, strikes, labor disputes, or governmental actions (“Force Majeure Event”).
12.2 The Party affected by the Force Majeure Event shall promptly notify the other Party in writing, providing details of the event and the expected duration of the delay.
12.3 The affected Party’s performance under this Agreement shall be suspended during the continuance of the Force Majeure Event, and the Party shall be granted a reasonable extension of time to perform its obligations.
- ENTIRE AGREEMENT:
13.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written.
13.2 Any modifications to this Agreement shall be in writing and signed by both Parties.
- AMENDMENTS:
14.1 No amendment or modification of this Agreement shall be valid or binding unless it is in writing and signed by both parties hereto.
- COUNTERPARTS:
15.1 This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Non-Disclosure Agreement as of the effective date first above written.
SIGNED by the parties: )
……………………………. ) _________________
(YOUR COMPANY NAME – COMPANY) Signature
Date: ……………………….
AND
……………………………….. )_________________
(COUNTERPARTY COMPANY NAME -COUNTERPARTY) Signature
Date: ……………………….
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