oem英文合同模板

oem英文合同模板
This OEM Agreement (the "Agreement") is made and entered into as of [Date], by and between [Company Name], a [State] corporation with its principal place of business at [Address] ("OEM Company"), and [Manufacturer Name], a [State] corporation with its principal place of business at [Address] ("Manufacturer").
RECITALS
A. OEM Company is engaged in the business of [Describe Business].
B. Manufacturer is engaged in the business of [Describe Business].
C. OEM Company desires to purchase certain products from Manufacturer for resale under OEM Company's brand or label.
D. Manufacturer desires to sell certain products to OEM Company for resale under OEM Company's brand or label.
NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:
1. Definitions
1.1 "Products" means the goods to be purchased by OEM Company from Manufacturer pursuant to this Agreement, as described in Schedule A attached hereto.
1.2 "Intellectual Property Rights" means all patents, trademarks, trade names, copyrights, trade secrets, and any other intellectual property rights.
1.3 "Territory" means [Specify Territory].
2. Appointment and Rights
2.1 Appointment. Manufacturer hereby appoints OEM Company as its OEM customer for the Products, and OEM Company accepts such appointment.
2.2 License. Manufacturer hereby grants to OEM Company a non-exclusive, worldwide, royalty-free license to use the Manufacturer's trademarks, trade names, and logos solely for the purpose of marketing and selling the Products under OEM Company's brand or label.
3. Order and Delivery
3.1 Ordering Process. OEM Company shall submit written purchase orders to Manufacturer indicating the quantity, price, and delivery date for the Products.
3.2 Acceptance of Orders. Manufacturer shall confirm its acceptance of each purchase order from OEM Company in writing and shall endeavor to deliver the Products in accordance with the agreed-upon delivery date.
3.3 Shipping Terms. All shipments of the Products shall be FOB Manufacturer's facility. Title and risk of loss shall pass to OEM Company upon delivery of the Products to the carrier.
4. Price and Payment
4.1 Price. The price for the Products shall be as set forth in Schedule A attached hereto. All prices are in USD.
4.2 Payment Terms. OEM Company shall pay Manufacturer for the Products as follows: [Specify Payment Terms].
4.3 Taxes. OEM Company shall be responsible for all taxes, duties, and other charges related to the purchase of the Products.
5. Quality Control
5.1 Warranty. Manufacturer warrants that the Products shall be free from defects in materials and workmanship and shall conform to the specifications set forth in Schedule A.
5.2 Inspection. OEM Company shall have the right to inspect the Products upon delivery and shall notify Manufacturer of any non-conforming Products within [Specify Timeframe] days after delivery.
5.3 Remedies. In the event of any non-conforming Products, Manufacturer shall, at its option, replace the Products or refund the purchase price of the Products.
6. Intellectual Property Rights
6.1 Ownership. OEM Company acknowledges that all Intellectual Property Rights in the Manufacturer's trademarks, trade names, and logos are and shall remain the sole property of the Manufacturer.
6.2 Trademarks. OEM Company shall use the Manufacturer's trademarks, trade names, and logos in accordance with Manufacturer's guidelines and shall not use such marks in any way that may disparage or damage the Manufacturer's reputation.
7. Confidentiality
7.1 Non-Disclosure. The parties agree to keep confidential all information disclosed by one party to the other in connection with this Agreement, including but not limited to pricing, product designs, and business operations.
7.2 Exceptions. The confidentiality obligations set forth herein shall not apply to information that is (a) in the public domain, (b) rightfully known to the receiving party without restriction, or (c) independently developed by the receiving party.
8. Term and Termination
8.1 Term. This Agreement shall commence on the effective date set forth above and shall continue in effect for a period of [Specify Term].
8.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Specify Cure Period].
8.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon [Specify Notice Period] days' written notice to the other party.
9. Miscellaneous
9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.
9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].
9.3 Counterparts. This Agreement may be executed in two or more 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 caused this Agreement to be executed by their duly authorized representatives as of the date first above written.
[Company Name]
By: ______________________
Name:
Title:
[Manufacturer Name]
By: ______________________
Name:
Title:。