Professional has helped me from the beginning. It doesn’t matter whether we have a client that is a family friend or a brand new client; we always send them a contract. It is so important to act professional from the beginning."
MANUFACTURING AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Buyer and company name Manufacturer Recitals A. Buyer is involved in the retail and marketing of Insert Primary Business products. B. Manufacturer has experience manufacturing Insert relevant manufacturing activity C. Buyer desires to have Manufacturer create products on the terms and conditions set forth in Exhibit attached hereto the Specifications
Definitions This agreement is based on the Buyer being responsible for designing and developing the product. Final versions of the product are then delivered to the Manufacture. The Manufacturer is responsible for delivering the final output or created product back to the Buyer. Adjust the terms as needed for your specific situation. Deliverables shall mean any prototype final product provided in any form documentation or other materials required to be delivered by Buyer to Manufacturer as set forth in the Specifications. Critical Deliverables shall mean Deliverables that have Deadline or Milestone date as outlined in the Specifications which must be delivered to either Buyer or Manufacturer on or before specific date. Source Materials shall mean all raw materials from which the product are manufactured.
Prototype Product shall mean any and all Deliverables provided to Manufacturer prior to the Manufacture Date. Final Product shall mean any and all Deliverables provided to Manufacturer that are in accordance with the Specifications and accepted by Manufacturer as completion of particular Deliverable. Manufacture Date shall mean the date that the Product is completed and first available for use by Buyer. Schedule shall mean the schedule for completion of the Deliverables as set forth in the Specifications. Delivery shall mean transmitted by Manufacturer to Buyer and in accordance with any chain of custody or security measures agreed upon by both parties in accordance with the Specifications. Services shall mean any training customization enhancement or other labor performed by Manufacturer as required by the Specifications.
Error shall mean malfunctions or defect within the Prototype or Final Products or Deliverable that prevents it from conforming to the Specifications. Specifications shall mean the specifications for the Product and Services as detailed and attached to this Agreement as Exhibit that include detailed specifications and instructions for all required Deliverables features and functionality and complete production schedule for each Deliverable and Milestone. Term shall mean the period of time commencing on the Effective Date of this Agreement and continuing indefinitely until this Agreement is terminated. Developers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Buyer or which Buyer has the legal right to use that are delivered to Manufacturer including but not limited to artwork stock photography software related documentation source code scripts object code logos graphics or tag lines. Manufacturers Proprietary Material shall mean all intellectual property rights in any text images or other components and or materials owned by Manufacturer or which Manufacturer has the legal right to use that are delivered to Buyer including but not limited to software related documentation Manufacturer marketing material logos graphics or tag lines. Documentation shall mean all product or user guides and all reference integration installation or implementation manuals that describe in detail the operation of the Product and that are normally provided by Manufacturer as part of its deliveries to Buyer. Manufacturer Activities shall mean any activities undertaken by Manufacturer in the development of the Product and Documentation satisfying the Specifications pursuant to this Agreement. Enhancements shall mean error corrections fixes modifications and updates not included in the Specifications with respect to the Product s.
Milestone shall mean each development or Deliverable reached by Buyer and agreed upon in writing between Buyer and Manufacturer. Milestone Payment shall mean payment obligation related to the achievement and acceptance of particular Milestone. Acceptance shall mean completion of Deliverable that conforms to the Specifications and is mutually agreed upon in writing by both Buyer and Manufacturer. Agreements In consideration of the mutual covenants set forth in this Agreement Manufacturer and Buyer hereby agree as follows. 1. Manufacture of Products. Manufacturer agrees to the production management documentation and development of the Product according to the compensation terms listed on Exhibit attached hereto. 2. Specifications.
Manufacturer agrees to develop the Product pursuant to the Specifications set forth in Exhibit attached hereto the Specifications 3. Delivery Dates and Milestones. Buyer will use reasonable diligence in the development of the Product and endeavor to deliver to Manufacturer all Deliverables within the specified time frame s. Manufacturer acknowledges however that this delivery deadline and the other payment milestones listed in Exhibit are estimates and are not required delivery dates unless otherwise noted in the Specifications. Deliverables defined as Critical Deliverables shall be outlined in Exhibit and shall contain the delivery date and terms of delivery of the Critical Deliverable. Manufacturer will retain any molds casting foundry or other sources used in the manufacturing process and will provide Buyer with the output formats only. The output is to be used only within the scope of the Product as outlined in Exhibit and may not include packaging and assembly unless otherwise specified by Exhibit B. 4. Ownership Rights. Except for Manufacturers Proprietary Material defined above contained in the Product Buyer shall hold all right title and interest in and to the Product and all of its components. Manufacturer agrees that it shall not use Buyers Product or Intellectual Property for any other purpose than those expressly set forth in this Agreement. 5. Product Modifications and Changes.
Unless otherwise agreed upon by Buyer and Manufacturer any modifications required to the Product or other component related to its production or operation that are result of third party changes to resources required by the manufacturing process shall be considered ADDITIONAL and will fall outside of the Specifications. 6. Specific Enhancements. Buyer and Manufacturer acknowledge that at some time during the Term of this Agreement that enhancements to the Product may be proposed by either Buyer or Manufacturer which fall outside of the scope of the Specifications. Upon such proposal Buyer shall confer in good faith with Manufacturer concerning the feasibility of developing such enhancements and the time frame for developing testing and incorporating such enhancements. Buyer and Manufacturer shall mutually agree in writing as to whether Buyer shall pursue the development of such enhancements and if so which party will fund such development. The Specifications will be amended to include such enhancements. 7. Backups and Redundancies for Development. Manufacturer will maintain off site storage of all stages of production molds casts blueprints plans or other production sources and other backup media related to this Agreement to ensure Product integrity and protection and will be responsible for setting up daily procedure for backing up all data. Buyer agrees to update all backups of these materials on daily basis unless otherwise agreed upon in the Specifications. Backups will be maintained for one year from the acceptance date of the project. 8. Acceptance.
The terms and conditions contained in this Section will apply to the initial release of the Product Prototype and Final Product as well as to subsequent release alternate versions upgrades enhancements or any other version thereof. Manufacturer shall evaluate any beta or final version of each Deliverable and shall submit an acceptance or rejection to Buyer within days days after Manufacturers receipt of an agreed upon transmission of each Deliverable. 9. Testing and Quality Assurance. Manufacturer agrees to thoroughly test the Product including without limitation each and every release version and enhancement thereof as appropriate under the circumstances at all appropriate stages of development and shall document its testing by written test documents delivered to Buyer. Manufacturer will submit its test plans to Buyer. Manufacturer so as to ensure that Buyers standard of quality are maintained agrees to subsequently modify the test plans to accommodate Buyers requests if Buyer reasonably deems necessary. Quality Assurance or test documentation shall include detailed descriptions of the tests conducted their results and any outstanding or unresolved issues. Manufacturer will not produce the Final Product or any enhancement thereof unless Manufacturer and Buyer agree upon such action in writing. 10. Adherence to Schedule. If Manufacturer fails delivery or transmission of any Critical Deliverable within the dates specified in the Schedule or fails to meet Milestone as defined in the Specifications then Breach of Agreement Breach shall be considered to have occurred. Buyer may. amend the Schedule to include correction period; or suspend the Schedule until the problem is corrected at the sole expense of Manufacturer subject to Buyers reasonable satisfaction; or terminate this Agreement. Delivery of all Deliverables not defined in the Specifications as Critical Deliverables shall be considered estimates and delivery shall not be subject to Breach. Manufacturer shall not be held responsible for any delays due to milestones missed by Buyer; delays due to Buyer Deliverables; or delays due to transmission equipment failure strikes riots disasters or other natural occurrences. 11. Support Services. Manufacturer will be available to respond to Buyers questions about Product and Product problems during any stage. Manufacturer will staff help desk with combination of phone and email support services from 9. am to 5. pm Monday through Friday time zone. Manufacturer will be responsible for maintaining an ongoing log of support requests and actions taken and will track user support requests to completion. 12. Compensation.
For all of Manufacturers services under this Agreement Buyer shall compensate Manufacturer in cash pursuant to the terms of Exhibit attached hereto. In the event Buyer fails to make any of the payments referenced in Exhibit by the deadline set forth in Exhibit Manufacturer has the right but is not obligated to pursue any or all of the following remedies. terminate the Agreement remove equipment owned by Buyer whether leased to Manufacturer by Buyer or not and remove any Buyers Personnel or Staff from Manufacturer location bring legal action or Manufacturer may suspend development of the Product and Buyer may be responsible for any schedule changes required and additional financial impact. 13. Confidentiality. Manufacturer and Buyer acknowledge and agree that the Specifications and all other documents and information related to the development of the Product the Confidential Information will constitute valuable trade secrets of Buyer. Manufacturer shall keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without Buyers prior written consent disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. 14. Limited Warranty and Limitation on Damages. Manufacturer warrants that the Product will conform to the Specifications. If the Product does not conform to the Specifications Manufacturer shall be responsible to correct the Product without unreasonable delay at Manufacturers sole expense and without charge to Buyer to bring the Product into conformance with the Specifications. This warranty shall be the exclusive warranty available to Buyer. Buyer waives any other warranty express or implied. Buyer acknowledges that Manufacturer shall not be responsible for the results productivity or any other measurable metric not specified in Exhibit obtained by Buyer. Buyer waives any claim for damages direct or indirect and agrees that its sole and exclusive remedy for damages either in contract or tort is the return of the consideration paid to Manufacturer as set forth in Exhibit attached hereto. Buyer will monitor the reliability and stability of the Product for period of up to days to ensure that it performs in accordance with the Specifications. If modifications are required at any time Buyer will confer in good faith with Manufacturer concerning the appropriateness of any modifications and mutually agree whether or not to make such modifications; provided however that such agreement will not be deemed to relieve Manufacturer from its obligations to ensure that the Product continues to conform to the Specifications and all Manufacturers work will be performed for compensation estimates as specified in Exhibit A. 15. Independent Contractor. Manufacturer shall be retained as an independent contractor. Manufacturer will be fully responsible for payment of income tax and other business taxes on all compensation earned under this Agreement. 16. Equipment.
PROJECT CANCELLATION AGREEMENT THIS AGREEMENT is made this current day day of current month current year by and between company name Consultants and company name Customer Agreements In consideration of the mutual covenants set forth in this Agreement Customer and Consultants hereby agree to cancel any and all work projects or labor as follows. 1. Cancellation of Services. Consultants shall cease any and all computer consulting services described below the Services or Work Product as well as any additional services that Customer has requested. Services include but are not limited to. a Enter Service or Work Product Description here
b Enter Service or Work Product Description here c Enter Service or Work Product Description here d Enter Service or Work Product Description here 2. Termination Obligations. Upon termination of this Agreement Consultants shall transfer and make available to Customer all property and materials in Consultants possession or subject to Consultants control that are the rightful property of Customer. The Consultant shall make every reasonable effort to secure all written or descriptive matter which pertains to the Services or Work Product and agrees to provide reasonable cooperation to arrange for the transfer of all property contracts agreements supplies and other third party interests including those not then utilized and all rights and claims thereto and therein. In the event of loss or destruction of any such material or descriptive matter Consultants shall immediately notify Customer of the details of the loss or destruction in writing and provide the necessary information for loss statement or other documentation to Customer. 3. Ownership Rights. The Consultant shall have ownership to all Consultants Materials. Consultants Material consists of all copyrightable. a Materials that do not constitute Services or Work Product as defined in Sect Services and Exhibit Specifications
b Materials that are solely owned by Consultants or licensed to Consultants. c Materials that are incorporated into the Work Product or part of the Services. Additional material shall include but are not limited to. Insert details about additional material here. Consultant shall hold all right title and interest in and to Consultants Material. Customer shall not do anything that may infringe upon or in any way undermine Consultants right title and interest in the Consultants Material as described in this paragraph 4. Notwithstanding the above Consultant hereby grants Customer an unrestricted nonexclusive perpetual fully paid up worldwide license for the use or for the sublicense of the use of Consultants Material for the purpose of
Insert purpose materials will be used for here. 4. Outstanding Final Compensation and Hold Harmless Agreements. For all of Consultants services rendered to Customer under any Previous Agreement Customer shall compensate Consultants in cash pursuant to the terms of Exhibit attached hereto. By accepting the terms of this offer and signing in the space provided below you hereby release and forever discharge and hold Customer its successors employers employees agents officers directors shareholders affiliates and insurers harmless of all claims suits or liability directly or indirectly related to your employment retainment of services or the termination of such services and specifically and without limitation any claims to pay in lieu of notice wrongful dismissal severance vacation bonus or overtime pay. This release includes but is not limited to all contract and tort claims between Customer and Consultants concerning Customers right to terminate its employees contractors and vendor agreements and claims or rights under local state and federal laws prohibiting employment discrimination. By signing below you agree that these terms represent full and final settlement of any and all claims you have arising out of your employment or contract employment by Customer. 5. Mutual Confidentiality. Customer and Consultants acknowledge and agree that the Specifications and all other documents and information related to the performance production creation or any expression of the services or work product are the property of Customer. Materials provided between Consultants and Customer the Confidential Information including but not limited to documentation product specifications drawings pictures photographs charts correspondence supplier lists financial reports analyses and other furnished property shall be the exclusive property of the respected owner the Owning Party and will constitute valuable trade secrets. Both parties shall continue to keep the Confidential Information in confidence and shall not at any time during or after the term of this Agreement without prior written consent from the owning party disclose or otherwise make available to anyone either directly or indirectly all or any part of the Confidential Information. Excluded from the Confidential Information definition is anything that can be seen by the public or had been previously made available by the owning party in public venue. 6. Equipment and Expenses. If Customer has made available to Consultants for Consultants use in performing the services for Customer such items of hardware and software as Customer and Consultants may agree are reasonably necessary for such purpose Consultants are obligated to return all Customer property currently in their possession at time and place of Customers choice. The following equipment and or services have been made available to Consultants and are hereby required to be return to Customer.
a Insert Equipment or Services description here b Insert Equipment or Services description here c Insert Equipment or Services description here 7. Expenses. Consultants will not be reimbursed for any expenses incurred in connection with the Services or Work Product whether direct or indirect without the express written approval of Customer. 8. General Provisions. 8 Entire Agreement. This Agreement contains the entire Agreement between the parties relating to the subject matter hereof and supersedes any and all prior agreements or understandings written or oral between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both of the parties hereto. 8 Governing Law.
This Agreement shall be governed by and construed in accordance with the laws of the State of state or province. Exclusive jurisdiction and venue shall be in the county County state or province Superior Court. 8 Binding Effect. This Agreement shall be binding upon and inure to the benefit of Customer and Consultants and their respective successors and assigns provided that Consultants may not assign any of his obligations under this Agreement without Customers prior written consent. 8 Waiver. The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect limit or waive such partys right thereafter to enforce and compel strict compliance with every term and condition of this Agreement. 8 Good Faith. Each party represents and warrants to the other that such party has acted in good faith and agrees to continue to so act in the negotiation execution delivery performance and any termination of this Agreement. 8 No Right to Assign. Consultants have no right to assign sell modify or otherwise alter this Agreement except upon the express written advance approval of Customer which consent can be withheld for any reason. Customer may freely assign its rights and obligations under this Agreement.
8 Attorneys Fees. In the event any party to this Agreement employs an attorney to enforce any of the terms of the Agreement the prevailing party shall be entitled to recover its actual attorneys fees and costs including expert witness fees. Each party represents and warrants that on the date first written above they are authorized to enter into this Agreement in entirety and duly bind their respective principals by their signature below. EXECUTED as of the date first written above. company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed
company name By signator authorized signature or signer. Job title of signator authorized signature or signer. Date when the contact was signed Customer Initials Consultant Initials