Private Label Manufacturing Agreement Template

This Private Label Manufacturing Agreement (the “Agreement”) is entered into as of [Effective Date] by and between:

Brand Owner: [Brand Owner Legal Name], with an address at [Address] (“Brand Owner”).

Manufacturer: [Manufacturer Legal Name], with an address at [Address] (“Manufacturer”).

Brand Owner and Manufacturer may be referred to individually as a “Party” and collectively as the “Parties.”

1. Products and Specifications

1.1 Products. Manufacturer will manufacture the following private label products for Brand Owner (the “Products”): [List/SKUs].

1.2 Specifications. Products must meet the specifications in Exhibit A (formula/materials, dimensions, performance, packaging).

1.3 Packaging and Labeling. Packaging/labels will follow Brand Owner’s brand guidelines and approvals (Exhibit B, if applicable).

1.4 Change Control. Manufacturer may not change materials, formula, suppliers, process, or packaging that affects form/fit/function without Brand Owner’s written approval.

2. Forecasts, Orders, and MOQs

2.1 Forecasts (Optional). Brand Owner may provide rolling forecasts; forecasts are: ☐ Non-binding ☐ Binding for [**] days.

2.2 Purchase Orders. Orders are placed via purchase orders stating quantity, ship dates, and delivery location.

2.3 MOQ. Minimum order quantity per SKU: [**].

2.4 Lead Times. Standard lead time: [__] days after PO acceptance (or after approval of artwork/specs).

2.5 Acceptance of Orders. Manufacturer accepts a PO by: ☐ Written confirmation ☐ Production start ☐ Other: [Method].

3. Pricing and Payment

3.1 Pricing. Pricing is: ☐ As in Exhibit C ☐ As in PO ☐ Tiered pricing: [Tiers].

3.2 Price Changes. Price changes require [**] days’ notice and apply only to future POs unless agreed.

3.3 Invoicing. Manufacturer invoices: ☐ Upon shipment ☐ Upon completion ☐ Other: [Timing].

3.4 Payment Terms. Brand Owner will pay within [**] days of invoice (Net [__]).

3.5 Tooling Costs (Optional). Tooling/mold costs paid by: ☐ Brand Owner ☐ Manufacturer ☐ Split: [Terms].

4. Quality and Inspection

4.1 Quality Standards. Manufacturer will maintain quality standards and controls appropriate for the Products.

4.2 Testing and Certificates (Optional). Manufacturer will provide: ☐ CoC ☐ Batch records ☐ Test reports ☐ Other: [Docs].

4.3 Inspections. Brand Owner may inspect and test Products: ☐ Pre-shipment ☐ Upon receipt within [**] days.

4.4 Nonconforming Goods. Remedies: ☐ Replacement ☐ Rework ☐ Credit/refund ☐ Other: [Remedy].

4.5 CAPA. Manufacturer will provide corrective action reports within [**] days after notice of defects.

5. Compliance and Regulatory

5.1 Compliance. Manufacturer will comply with applicable laws and standards, including product safety and labeling rules.

5.2 Traceability. Manufacturer will maintain lot/batch traceability.

5.3 Recalls. Manufacturer will cooperate with recalls and provide documentation and traceability promptly.

6. Intellectual Property and Branding

6.1 Trademarks. Brand Owner owns its trademarks and branding. Manufacturer may use them only to produce Products under this Agreement.

6.2 Packaging/Design Ownership (Choose One).

☐ Brand Owner owns all packaging designs and artwork provided.

☐ Ownership is shared as follows: [Terms].

6.3 Formula/Process Ownership (Optional). Formula/process ownership: ☐ Manufacturer ☐ Brand Owner ☐ Joint ☐ As in Exhibit A.

6.4 No Reverse Engineering (Optional). Manufacturer will not use Brand Owner proprietary info to produce competing goods.

7. Confidentiality

7.1 Confidential Information. Each Party will protect the other’s confidential information, including product specs, formulas, pricing, and customer plans.

7.2 Permitted Disclosure. Disclosure is allowed to sub-suppliers only as needed and under confidentiality obligations.

8. Supply Assurance and Allocation (Optional)

8.1 Capacity. Manufacturer will use commercially reasonable efforts to maintain capacity to meet accepted orders.

8.2 Shortages. During shortages, allocation will be: ☐ Pro rata among customers ☐ Priority for Brand Owner ☐ Other: [Rule].

9. Warranties and Indemnification (Optional)

9.1 Warranty. Manufacturer warrants Products will conform to specs and be free from defects for [__] months from delivery.

9.2 Indemnification. Manufacturer will indemnify Brand Owner for claims arising from defective Products or Manufacturer’s breach, to the extent permitted by law.

9.3 Recall Costs (Optional). Recall costs allocation: [Rules].

10. Term and Termination

10.1 Term. This Agreement begins on the Effective Date and continues for [**] years unless terminated earlier.

10.2 Termination for Convenience. Either Party may terminate with [**] days’ notice.

10.3 Termination for Cause. Either Party may terminate for material breach not cured within [__] days after notice.

10.4 Effect of Termination. Open POs: ☐ Complete production ☐ Cancel with fees: [Terms]. Remaining inventory: [Disposition].

11. Miscellaneous

11.1 Governing Law. This Agreement is governed by the laws of [State/Country].

11.2 Notices. Notices must be sent to the addresses above.

11.3 Entire Agreement. This Agreement and exhibits are the entire agreement about private label manufacturing.

11.4 Amendments. Amendments must be in writing and signed by both Parties.

11.5 Severability. If any provision is unenforceable, the remainder remains effective.

11.6 Electronic Signatures. Electronic signatures are effective.

Signatures

By signing below, the Parties agree to this Private Label Manufacturing Agreement as of the Effective Date.

Brand Owner: [Brand Owner Legal Name]

Authorized Signatory: [Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________

Manufacturer: [Manufacturer Legal Name]

Authorized Signatory: [Name]

Title/Role: [Title]

Date: [Date]

Signature: ___________________________