This Contract for the Manufacture of Goods creates an agreement between a
manufacturer of goods and another party. The agreement states that for a specified
amount of compensation, the manufacturer will produce goods for the requesting party.
This document in its draft form contains numerous of the standard clauses commonly
used in these types of agreements, as well as optional language allowing for
customization to ensure the specific terms of the parties' agreement are addressed.
This document may be used by a manufacturer, or by a person or business that wants a
manufacturer to produce goods.
CONTRACT FOR MANUFACTURE OF GOODS
THIS CONTRACT FOR MANUFACTURE OF GOODS (the “Agreement”) is made on this
________________ day of ___________, 20___ (the “Effective Date”) entered by and between
________________________, (hereinafter called the "CLIENT"), and
___________________________, (hereinafter called the “MANUFACTURER”).
WHEREAS, the CLIENT is engaged in the business of _____________________________;
WHEREAS, the MANUFACTURER is engaged in providing manufacturing services of
WHEREAS, subject to the terms and conditions of this Agreement, CLIENT desires to retain
MANUFACTURER’s services and MANUFACTURER desires to provide such manufacturing
services for the following Product(s) to the CLIENT:
__________________________________. [Comment: describe the type of Product] (the
NOW, THEREFORE, for good and valuable consideration, the receipt and adequacy of which is
hereby acknowledged, the CLIENT and the MANUFACTURER mutually agree as follows:
A. The MANUFACTURER hereby agrees and undertakes to manufacture the said Products
strictly in accordance with the know-how, standards and specifications as provided by the
CLIENT and in compliance with the Product Specifications as described in Schedule I,
which is attached hereto and made a part hereof (the “Product Specifications”).
B. Both during the term and following termination of this Agreement, in perpetuity,
MANUFACTURER shall not supply the Product or any prototype thereof, or any of the
Product Specifications, to any third party whatsoever.
2. GRANT OF RIGHTS
A. The CLIENT hereby grants to the MANUFACTURER the right to manufacture and
package the Products and to use CLIENT's Know-how and Product Specifications in the
process of manufacturing of the Products and to grant to its Affiliates the right to
manufacture and package the Products and to utilize the know-how, subject to the terms
of this Agreement.
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B. The MANUFACTURER hereby grants to the CLIENT the exclusive right to use any
improvements or technical developments of the Product which are developed by the
MANUFACTURER after obtaining from CLIENT the know-how and the Product
Specifications as required by this Agreement. Such right shall be royalty-free provided,
however, that if the CLIENT does not elect to exercise such right in writing within _____
[Instruction: insert any number] ( ) days after the Manufacturer makes written
disclosure to the CLIENT, the Manufacturer will be free to deal with others with respect
to such right.
This Agreement shall commence on the effective date and shall continue for an initial period of
one (1) [Instruction: insert any number] year. Thereafter, this Agreement shall automatically
renew for successive one (1) [Instruction: insert any number] year periods unless either party
gives notice in writing, at least ninety (90) [Instruction: insert any number] days prior to the
anniversary date of this Agreement, to the other party specifying its intention not to renew.
4. DISCLOSURE OF KNOW-HOW
After the execution of this Agreement, the CLIENT will provide know-how, standards and
specifications, which are to be complied with, to the MANUFACTURER. The CLIENT shall
promptly inform the MANUFACTURER of any know-how thereafter acquired by the CLIENT.
The MANUFACTURER shall be entitled to make and retain such notes and memoranda and
such copies of papers relating to the CLIENT's know-how and Specifications as may be
appropriate to enable the MANUFACTURER to utilize such know-how and Specifications