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Manufacturing Statement of Work with Binding Agreement Provision

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					This Manufacturing Statement of Work with Binding Agreement Provision is a short
agreement which provides that the contractor agrees to provide the services listed in the
Statement of Work and that the client agrees to pay the fees set forth in the Statement
of Work. The agreement also provides that the contractor is an independent contractor,
includes a mutual confidential information provision, representations and warranties and
a warranty provision, then attaches the Statement of Work as Exhibit A. The Statement
of Work includes a general summary of the project, specific requirements, deliverables,
timetable for delivery, exclusions, and a fee schedule with room for additional project
notes or terms.
                       MANUFACTURING SERVICES AGREEMENT

THIS MANUFACTURING SERVICES AGREEMENT (the “Agreement”) made as of
___________ [Instruction: Insert Date], by and between ___________ [Instruction: Insert
Name of Contractor], ___________ [Instruction: Insert Address] (“Contractor”), and
___________ [Instruction: Insert Name of Client], ___________ [Instruction: Insert
Address] (“Client”).

WHEREAS, Client desires to engage the services of Contractor for the purposes of providing
certain manufacturing services; and subject to the terms and conditions contained herein,
Contractor desires to accept said engagement.

NOW, THEREFORE, in consideration of the mutual promises and covenants hereinafter set
forth, the parties hereto agree as follows:

1. Contractor Services. Contractor agrees to provide the manufacturing services (the
“Services”) described in the “Statement of Work”, attached hereto as Exhibit “A”, and
incorporated herein (the “SOW”), on [Instruction: Choose One: a non-exclusive basis OR an
exclusive basis], upon the schedule and subject to the terms and conditions set forth in the SOW.

2. Client Fees. Client agrees to pay Contractor the fees set forth in the SOW (the “Fees”), upon
the schedule set forth in the SOW. The Fees represents the total fees and charges for the
Services and will not be increased during the term of this Agreement except pursuant to an
Amendment to the SOW.

3. Amendment to the SOW. Any and all additions, deletions, or modifications to the Statement
of Work shall be set forth in writing on an Amendment to the SOW and executed by both parties.
Client reserves the right not to consent to an Amendment to SOW that substantially increases the
Services or the Fee.

4. Relationship of The Parties.

    A. Contractor agrees that the Services will be rendered by Contractor as an independent
contractor and that this Agreement does not create an employer-employee relationship between
Contractor and Client. Contractor shall have no right to receive any employee benefits
including, but not limited to, health insurance, life insurance, sick leave and/or vacation.
Contractor agrees to pay all taxes including, self-employment taxes due in respect of the Fees
and to indemnify Client in the event Client is required to pay such taxes on behalf of Contractor.

    B. Contractor shall bear the sole responsibility for payment of compensation to its
personnel. Consultant shall pay and report, for all personnel assigned to Client’s work, federal
and state income tax withholding, social security taxes, and unemployment insurance applicable
to such personnel as employees of Consultant. Consultant shall bear sole responsibility for any
health or disability insurance, retirement benefits, or other welfare or pension benefits, if any, to
which such personnel may be entitled. Consultant agrees to indemnify Client in the event that
Client is required to pay any of the foregoing costs on behalf of Contractor.
5. Confidential Information. Each party hereto shall keep the other party’s “Confidential
Information”, including, but not limited to, business secrets, customer, supplier, logistical,
financial, research, technical and development information, as well as all other information
which can reasonably be discerned to be confidential, and all information designated as
confidential, strictly confidential and shall not disclose such information to any third party
without the prior written consent of the confiding party. Notwithstanding the foregoing, the term
“Confidential Information” shall not include any information which: (i) can be demonstrated to
have been in the public domain or was publicly known or available prior to the date of the
information was shared with the other party; (ii) can be demonstrated in writing to have been
rightfully in the possession of the other party prior to the sharing of such information; (iii)
becomes part of the public domain or publicly known or available by publication or otherwise,
not due to any unauthorized act or omission on the part of other party; or (iv) is supplied to the
other by a third party without binder of secrecy, so long as such third party has no obligation to
the confiding party to maintain such information in confidence.

6. Representations, Warranties and Indemnification.

    A. Contractor represents and warrants to Client that: (i) Contractor is under no restrictions or
obligations, contractual or otherwise, that are inconsistent with the execution of this Agreement,
or will interfere with Contractor’s performance of the Services; and (ii) the Services shall be
performed in a competent fashion, with the highest amount of professionalism and integrity, in
accordance with applicable standards of the profession, all subject to reasonable approval by
Client.

    B. Contractor hereby indemnifies and holds harmless Client, its subsidiaries, and affiliates,
and their officers and employees, from any damages, claims, liabilities, and costs (including
reasonable attorney’s fees), or losses of any kind or nature whatsoever which may in any way
arise from the Services performed by Contractor hereunder, or any breach or alleged breach by
Contractor of this Agreement, including the representations, warranties and agreements set forth
in this paragraph.

7. Warranty.

    A. Contractor makes no warranty with respect to the Services or the results thereof, except
that Contractor warrants, to Client only, that the products that are manufactured pursuant
hereunder, for a period of ___________ (___) [Instruction: Insert Amount] days, commencing
on the date of delivery or ("Warranty Period"), shall be free from defects in material and
workmanship.

    B. If any product is found to be in breach of the warranty specified in paragraph 7(A),
during the Warranty Period, Client may return, or direct its customer to return, the product to
Contractor, and Contractor shall, at Contractor’s option and expense, promptly (i) replace such
defective product and return the replacement unit to Client, or (b) refund or credit to Client the
Fee paid for the defective product. The foregoing shall constitute Client’s sole remedy and
Contractor’s sole obligation with respect to any breach of warranty under this Agreement.
    C. Contractor shall have no liability or obligation to Client under this paragraph 7 with
respect to any products which have been subjected to abuse, misuse, improper use, negligence,
accident, alteration, repair or rework performed by unauthorized parties.

  D. EXCEPT AS EXPRESSLY SET FORTH IN PARAGRAPH 7(A), THE SERVICES
ARE PERFORMED AND THE PRODUCTS ARE PROVIDED "AS IS" AND CONTRACTOR
MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND, EXPRESS, IMPLIED
OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF
MERCHANTABILITY,   FITNESS  FOR   A   PARTICULAR     PURPOSE,  AND
NONINFRINGEMENT.

8. Miscellaneous.

    A. This Agreement constitutes the entire agreement between the parties hereto with respect
to the specific subject matter hereof and supersedes all prior agreements or understandings of any
kind with respect to the specific subject matter hereof.

    B. In the event that any provision or part of this Agreement shall be deemed void or invalid
by a court of competent jurisdiction, the remaining provisions or parts shall be and remain in full
force and effect.

    C. Any modification to this Agreement must be in writing and signed by the parties or it
shall have no effect and shall be void.

    D. This Agreement is binding upon and shall inure to the benefit of the respective
successors, licensees and/or assigns of the parties hereto. Notwithstanding the foregoing, neither
party may assign or transfer its rights or delegate its obligations under this Agreement without
the other party's prior written consent, which will not be unreasonably withheld.

    E. The waiver by either party of a breach or violation of any provision of this Agreement
shall not constitute a waiver of any subsequent or other breach or violation.

    F. This Agreement shall be governed in accordance with the laws of the State of
_____________ [Instruction: Insert State], applicable to agreements to be wholly performed
therein.

    G. In the event of any dispute between the parties arising out of this Agreement, the dispute
shall be resolved by arbitration under the rules of the American Arbitration Association by an
arbitrator agreed upon in writing by the parties. In the event the parties cannot agree upon the
choice of an arbitrator, each party shall appoint one individual representative and the two party
representatives shall, between themselves, chose an arbitrator.

   H. In the event of any dispute between the parties arising out of this Agreement, the
prevailing party shall be entitled to recover its attorney fees and costs.
IN WITNESS WHEREOF the parties have duly executed this Agreement as of the date first
written above.


CONTRACTOR:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]


CLIENT:


________________________________ [Instruction: sign]
By: ___________________________ [Instruction: Insert Name of Signatory]
Title: ___________________________ [Instruction: Insert Title of Signatory]
                          Exhibit “A”
                   Statement Of Work (SOW)

Project Name
   Submitted                    Project Category
     By
Contact Email                    Project Code
Contact Phone                    Current Date


General Project
 Description




                      Included in Project
Specific Project
 Requirements




 Deliverables




 Timetable for
 Deliverables




                    Excluded From Project
 What shall be
excluded by this
    Project?




                              Fees

    Fee(s)




 Fee Schedule




                   Additional Notes/Other Terms


 Notes/Other
   Terms

				
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Description: This Manufacturing Statement of Work with Binding Agreement Provision is a short agreement which provides that the contractor agrees to provide the services listed in the Statement of Work and that the client agrees to pay the fees set forth in the Statement of Work. The agreement also provides that the contractor is an independent contractor, includes a mutual confidential information provision, representations and warranties and a warranty provision, then attaches the Statement of Work as Exhibit A. The Statement of Work includes a general summary of the project, specific requirements, deliverables, timetable for delivery, exclusions, and a fee schedule with room for additional project notes or terms.