OEM Agreement Template: Manufacturing, IP and Quality Terms

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OEM Agreement Template

This OEM Agreement (“Agreement”) is entered into on [Date], by and between:

OEM Manufacturer: [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

Buyer/Brand Owner: [Full Legal Name / Company Name]

Address: [Address]

Contact: [Phone, Email]

Together referred to as the “Parties.”

1. Scope of Agreement

The Manufacturer agrees to produce and supply the products described in Schedule A (Product Specifications) in accordance with the Buyer’s requirements and branding guidelines.

2. Orders and Forecasting

Buyer shall provide purchase orders specifying quantities, delivery dates, and destinations.
Manufacturer shall confirm acceptance within [X] business days.
Forecasts provided by Buyer are non-binding but used for production planning.

Buyer shall provide purchase orders specifying quantities, delivery dates, and destinations.

Manufacturer shall confirm acceptance within [X] business days.

Forecasts provided by Buyer are non-binding but used for production planning.

3. Pricing and Payment

Prices shall be set forth in Schedule B (Pricing Terms) and remain valid for [X months/years].
Payment terms: [e.g., Net 30 days from invoice].
Late payments may incur interest at [X%] per month.

Prices shall be set forth in Schedule B (Pricing Terms) and remain valid for [X months/years].

Payment terms: [e.g., Net 30 days from invoice].

Late payments may incur interest at [X%] per month.

4. Delivery and Risk of Loss

Manufacturer shall deliver products in accordance with the agreed schedule.
Risk of loss shall transfer to Buyer upon [delivery FOB shipping point / upon receipt].
Delays caused by force majeure shall not constitute breach.

Manufacturer shall deliver products in accordance with the agreed schedule.

Risk of loss shall transfer to Buyer upon [delivery FOB shipping point / upon receipt].

Delays caused by force majeure shall not constitute breach.

5. Quality Assurance

Manufacturer warrants that all products conform to agreed specifications and are free from defects.
Buyer may conduct inspections at Manufacturer’s facilities upon reasonable notice.

Manufacturer warrants that all products conform to agreed specifications and are free from defects.

Buyer may conduct inspections at Manufacturer’s facilities upon reasonable notice.

6. Intellectual Property and Branding

Buyer retains ownership of trademarks, trade names, and branding used on products.
Manufacturer may not use Buyer’s IP for any purpose other than fulfilling this Agreement.
Any improvements or modifications shall be owned by [specify Party].

Buyer retains ownership of trademarks, trade names, and branding used on products.

Manufacturer may not use Buyer’s IP for any purpose other than fulfilling this Agreement.

Any improvements or modifications shall be owned by [specify Party].

7. Confidentiality

Both Parties agree to maintain confidentiality of technical, business, and pricing information shared under this Agreement.

8. Warranties and Indemnification

Manufacturer warrants compliance with all applicable laws and safety standards.
Manufacturer shall indemnify Buyer against claims arising from defective products or non-compliance.
Buyer shall indemnify Manufacturer for claims related to branding or marketing materials supplied by Buyer.

Manufacturer warrants compliance with all applicable laws and safety standards.

Manufacturer shall indemnify Buyer against claims arising from defective products or non-compliance.

Buyer shall indemnify Manufacturer for claims related to branding or marketing materials supplied by Buyer.

9. Minimum Purchase Commitments

Buyer agrees to purchase at least [X units/value] annually. Failure to meet minimum commitments may result in renegotiation or termination.

10. Term and Termination

This Agreement begins on [Start Date] and continues for [X years].
Either Party may terminate for material breach with [30/60] days’ written notice.
Upon termination, outstanding orders shall be fulfilled unless otherwise agreed.

This Agreement begins on [Start Date] and continues for [X years].

Either Party may terminate for material breach with [30/60] days’ written notice.

Upon termination, outstanding orders shall be fulfilled unless otherwise agreed.

11. Governing Law

This Agreement shall be governed by the laws of [State/Country].

12. Entire Agreement

This document contains the full understanding between the Parties and supersedes all prior discussions.

Signatures

Manufacturer: ____________________________ Date: _________

Name/Title: ____________________________________________

Buyer/Brand Owner: _______________________ Date: _________

Name/Title: ____________________________________________

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OEM Agreement Template: Manufacturing, IP and Quality Terms

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OEM Agreement Template — quick answers

Reviewed July 2026 Free download, PDF & DOCX

What is an OEM Agreement?

An OEM Agreement is a contract between a manufacturer and another company that allows the latter to sell products manufactured by the OEM under its own brand name or as part of its offerings.

Why is an OEM Agreement important?

It protects both parties by clearly defining product specifications, quality control, intellectual property rights, branding, and liability. It also prevents disputes over pricing, delivery, and exclusivity.

When should you use an OEM Agreement?

Use it whenever outsourcing the production of goods to a third-party manufacturer while maintaining control over branding and distribution. It is common in industries like electronics, automotive, and consumer goods.

What should an OEM Agreement include?

It should include product specifications, order procedures, minimum purchase commitments, delivery schedules, intellectual property protections, warranties, indemnification, and termination rights.

Is an OEM Agreement the same as a distribution agreement?

Not exactly. An OEM Agreement focuses on manufacturing products for another brand, while a distribution agreement regulates how products are resold and distributed. Often, both may be used together in supply chains.