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Original Equipment Manufacturer (OEM) Agreement

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									        ORIGINAL EQUIPMENT MANUFACTURE - PRODUCT DISTRIBUTION AGREEMENT


       This Product Distribution Agreement ("Agreement") is entered into as of the Effective
Date _____________ by and between ________________________, having its principal offices
at ________________________ ("Manufacturer"), and _________________________, a
Delaware corporation, having its principal office ________________________ ("Distributor").

                                            RECITALS

        Manufacturer develops, manufactures and sells ___________________________.
Distributor distributes _____________________________ and has knowledge and expertise in
the market place, which is beneficial and desirable to Manufacturer. Subject to the terms and
conditions of this Agreement, Manufacture desires that Distributor be, and Distributor desires to
be, the exclusive distributor of the Products in the Territory (as defined below).

       NOW, THEREFORE, in consideration of the covenants and premises contained herein
and for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, and intending to be legally bound, Distributor and Manufacturer agree as follows:

1.     DEFINITIONS.

        1.1    "Affiliate" means any entity that controls, is under common control with or is
controlled by a party to this Agreement. For purposes of this definition, "control" means (a)
ownership of at least fifty percent (50%) of the voting equity, or (b) ownership of a portion of the
voting equity and management control of the entity.

       1.2     "Agreement" is defined in the preamble to this Agreement.

       1.3     "Changes" is defined in Section 6.2.

        1.4      "Confidential Information" means the terms and conditions of this Agreement,
and any information of one party that is provided to the other party including, without limitation,
product designs and associated documentation, manufacturing and testing processes and
practices, business and product plans, financial information, customer lists, know-how and show-
how and other confidential business information of a party, which is reduced to or embodied in a
tangible form and is either marked as confidential or designated in writing at the time of
disclosure or within ten (10) business days thereafter as being Confidential Information. The
term "Confidential Information" does not include information that: (a) was in the receiving
party’s possession without restrictions of confidentiality prior to receipt from the disclosing
party; (b) is or becomes public knowledge because of events other than an act or failure to act by
the receiving party or anyone under the receiving party’s direct or indirect control; or (c) is or
has been independently developed by the receiving party, provided, that such development was
accomplished by the receiving party or on its behalf without the use of, or any reference to the
Confidential Information of the disclosing party.
       1.5    "Contract Year" means a twelve (12) month period or part year if a year or a year
in which the Agreement is terminated for any reason. The first Contract Year shall begin on the
Effective Date and end on ________________.

       1.7     "Costs and Fees" is defined in Section 9.4.

       1.8     "Covered Sales" is defined in Section 2.1.

       1.9    "Distributor" is defined in the preamble to this Agreement and shall include,
where applicable, any Affiliates of Distributor.

        1.10 "Product" or "Products" shall mean those ______________ related products
currently offered by the Manufacturer and shall include any and all new products offered
subsequent to the date of this agreement

       1.11    "Territory" shall mean ____________________________.

      1.12 "Effective Date" means the date identified on the signature page of this
Agreement as the Effective Date.

         1.13 "Intellectual Property Rights" means all forms of intellectual property rights and
protections in any country or other jurisdiction of the world including, without limitation, all
right, title and interest in all associated (a) issued patents and all filed or pending applications for
patents, including any continuations, continuations in part, reissues, reexaminations, substitutions
and extensions thereof in any country or other jurisdiction in the world, (b) trade secrets and all
trade secret rights, rights in Confidential Information or proprietary information and any similar
rights arising under the laws of any country or other jurisdiction, (c) copyrights, mask works and
other literary property or author’s rights, whether or not protected by copyrights or as mask work
and (iv) Marks.

       1.14    "Manufacturer" is defined in the preamble to this Agreement.

        1.15 "Marks" mean all right, title and interest in a party’s trademarks, servicemarks,
copyrighted materials, trade names, symbols, brand names, logos, certifications, domains and
other proprietary indicia or identifications, including sounds and sights.

       1.16    "US Dollars" is defined in Section 4.4.

2.     APPOINTMENT OF DISTRIBUTOR AND TERMS OF DISTRIBUTION.

         2.1    Appointment. Subject to the terms and conditions of this Agreement,
Manufacturer grants to Distributor the right to purchase from Manufacturer and to sell (and
resell), market (and re-market), lease, license and/or distribute the Products in the applicable
Territory whether directly to consumers, distributors or other methods of distribution
(collectively, "Covered Sales"). Distributor may appoint other distributors as distributors of the
Products, provided, such other distributors are granted rights no greater than and conform to
restrictions no less than those set forth in this Agreement. The Products sold by the Distributor
shall be sold under the name _____________ or any other trade name that the Distributor shall
decide

       2.2     License. Subject to the terms and conditions of this Agreement, Manufacturer,
hereby grants to Distributor a license to sell, use, copy, improve market and have marketed, sell
and have sold, distribute and have distributed the Products. Manufacturer understands and
agrees that Distributor shall be working closely with Manufacturer to develop and market
Product. Accordingly, unless otherwise specifically agreed in writing, Manufacturer agrees not
to assert any exclusive Intellectual Property Rights to any such matters conceived, created,
conceptualized, established or others arising as to any matters (or any derivative work) regarding
any Product in which Distributor has worked with Manufacturer, whether during or following the
term of this Agreement.

         2.3    Order, Acceptance and Notifications. All orders for Products submitted by
Distributor to Manufacturer shall be initiated by a written purchase order sent to Manufacturer by
first-class mail, courier, facsimile or other electronic communication such as email. The order
shall include a requested delivery date. An order may initially be made verbally if a confirming
hard copy of the purchase order is received by Manufacturer (which may be by fax, telex, email
or other similar electronic delivery) within three (3) business days after such verbal order is
received. Distributor's orders shall be binding unless Manufacturer shall notify Distributor in
writing of non-acceptance within five (5) business days after the receipt of the written order.
Manufacturer shall use commercially reasonable efforts to deliver Manufacturer’s Products
ordered hereunder at the times specified in the purchase order. Twice a month, Distributor will
provide on a rolling three (3) months forecast of its estimated purchases of Products.

        2.4    Terms of Purchase Orders and Acknowledgements. Distributor’s purchase
orders submitted to Manufacturer with respect to Products to be obtained hereunder shall be
governed by the terms and conditions of this Agreement. All terms, conditions or provisions
which may appear as preprinted language or otherwise be inserted within any order,
acknowledgement, confirmation, invoice or other similar communication that are not contained
in this Agreement or that are inconsistent with the terms and conditions of this Agreement, shall
be of null and void and of no force or effect, notwithstanding the execution or delivery of such
other document subsequent to the date of this Agreement. Neither Manufacturer’s or
Distributor’s commencement of performance nor delivery or acceptance of any Products,
services or payment that are the subject of any such order, acknowledgement, confirmation,
invoice or other similar communication shall be deemed or construed to constitute acceptance of
any additional or inconsistent terms of conditions contained in any such purchase order or
acknowledgment unless specifically and unequivocally acknowledged in writing by the other
party as a specific modification. In the event of any shortage of Products, upon order by
Distributor, Manufacturer shall use best efforts to fulfill the order with at least as many units of
such Product as Manufacturer may ship to any other distributor or OEM.

        2.5   Shipping. Manufacturer shall notify Distributor in a 
								
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