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Kentucky Original Equipment Manufacturer Agreement

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                             This Original Equipment Manufacturer (OEM) Agreement is made between two companies
                             where one company acquires a product of another company and incorporates the product
                             acquired into a new product under its own brand name. This document contains the
                             material terms of the agreement including provisions regarding license rights, restrictions
                             on use, payment terms and a disclaimer of warranty. It contains standard provisions that
                             are typically included in OEM agreements, and may be customized to address the specific
                             needs of the parties. The document should be used when a company located in Kentucky
                             enters into an OEM agreement with another company.
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               ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT

THIS ORIGINAL EQUIPMENT MANUFACTURER AGREEMENT (hereinafter
“Agreement”) is made as of ____ [Month] ____ [Date], 20____, by and between
_______________________________ [Instruction: Insert the name of company], with its
principal offices at ___________________________________________ [Instruction: Insert
the address of company] (hereinafter “Seller”), and _______________________________
[Instruction: Insert the name of company], with a principal place of business at
___________________________________________ [Instruction: Insert the address of
company] (hereinafter “OEM”). The Seller and OEM may individually be referred to as the
“Party”, or, collectively as the “Parties”.

WHEREAS, Seller is the manufacturer of a product called __________________ [Instruction:
Insert the name of product];

WHEREAS, OEM wishes to make purchases of the Product to incorporate additional products
or capabilities to produce an enhanced product for which it certifies herein that it is the original
equipment manufacturer, for resale or other purposes; and

WHEREAS, the Parties believe that it would be mutually beneficial for them to cooperate in
order for OEM to resell the Product;

NOW, THEREFORE, in order to establish the terms and conditions under which the Parties'
respective goals may be accomplished, in exchange of the mutual covenants and premises here in
below, the Parties agree as follows:

1. DEFINITIONS

   “Seller Product” shall mean those products listed in Exhibit A hereto. Seller Product
   consists of both hardware and software products.

   “Product” shall mean the intellectual property underlying Seller Product related to or derived
   from the Product and/or related to or derived from US Patent No. _______________
   [Instruction: Insert the patent number], including specifically, for purposes of clarification
   and not limitation, algorithms, electronic computer protocols, routines, subroutines or
   programs developed by or on behalf of Seller or otherwise owned by or in the custody of
   Seller. Products shall be sold on an OEM's label basis, where OEM will badge the Product
   according         to        the        specification.      The         specification         is
   ___________________________________________________________________________
   ___________________________________________________________________________

   [Instruction: Insert the specification of the Product]




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Description: This Original Equipment Manufacturer (OEM) Agreement is made between two companies where one company acquires a product of another company and incorporates the product acquired into a new product under its own brand name. This document contains the material terms of the agreement including provisions regarding license rights, restrictions on use, payment terms and a disclaimer of warranty. It contains standard provisions that are typically included in OEM agreements, and may be customized to address the specific needs of the parties. The document should be used when a company located in Kentucky enters into an OEM agreement with another company.
This document is also part of a package Essential Kentucky Legal Documents 144 Documents Included