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.

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.

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.

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.

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].

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.

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.

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: ____________________________________________