Manufacturing Master Agreement
MANUFACTURING AGREEMENT
另外的英文THIS MANUFACTURING AGREEMENT (this "Agreement") is made effective as of the day of DD/MM/YY, by and between (i) , a company incorporated pursuant the laws of , having its registered office at ("CUSTOMER"), and (ii) XXX Development Limited ，a company incorporated under the laws of Hong Kong, having its registered office at ("MANUFACTURER")
告诉他们我乘白鹤去了A.CUSTOMER is a proven leader in the design, development, marketing and supporting of easy-to-u electronics platforms and products, including hardware, software and educational content, consisting of certain open source hardware and software and related documentation as t forth on Exhibit A attached hereto (“Products”), and desires to have Manufacturer manufacture the Products upon the conditions stated below;
B.MANUFACTURER has demonstrated that is able to manufacture the Products, in consideration to its qualifications and its marketing ability, and desires to manufacture them on behalf of CUSTOMER;
C.CUSTOMER and MANUFACTURER desire to enter into this Agreement authorizing MANUFACTURER to manufacture the Products upon the terms and provisions stated herein.
NOW, THEREFORE, in consideration of the foregoing, of the mutual promis hereinafter t forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:
1.DEFINITIONS.
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1.1.Bill of Material reprents the list of components ud on the printed wiring board or printed circuit board to be provided by CUSTOMER to MANUFACTURER.
1.2.Products. The term "Products" means hardware and/or components, parts, kits, accessories as described more fully on Exhibit A attached hereto and incorporated herein by reference.
1.3.Documentation. The term "Documentation" means all applicable manuals and other written materials (printed or in electronic form) provided by CUSTOMER to MANUFACTURER describing the installation, operation and maintenance of the Products, and provided for the End Ur in connection with the Products.
1.4.End Ur.The term "End Ur" means a person/entity who is the retail consumer of the Products.
1.5. Software.The term “Software” means any computer software program including any component
s, functions and related documentation
1.6.Territory. The term "Territory" means “worldwide”.
2.APPOINTMENT OF MANUFACTURER.
2.1.Grant of Certain Manufacturing Rights.
(a)CUSTOMER hereby grants to MANUFACTURER, and MANUFACTURER hereby accepts, the right to manufacture (on a Bill of Material basis) the Products as mutually agreed upon, in accordance with the provisions of this Agreement.
(b)In accepting such grant, MANUFACTURER agrees that it may, only with the prior written approval of CUSTOMER, assign any of its rights, duties or obligations under this Agreement.
(c)In no event, and for no reason whatsoever, MANUFACTURER may act as reprentative in any capacity or in the name of and on behalf of CUSTOMER, or may assume obligations in the name or on behalf of CUSTOMER. MANUFACTURER will be exclusively responsible for its business relationships.
3.UNDERTAKINGS OF MANUFACTURER
3.1.Duties of MANUFACTURER. MANUFACTURER agrees:
(a)To manufacture the Products according to the agreed technical specifications and Bills of Materials;
(b)To test the Products bad on a procedure previously agreed with CUSTOMER;
(c)To put a rial number sticker on the board (in ca of board production);
(d)To provide for leaflets and stickers if so agreed;
(e)To package Products ready for shipping if so agreed;
(f)To produce the batch accordingly to the lead time as reported in the Exibit C
(g)To perform changes in the manufacturing process if so requested by CUSTOMER or if there are quality issues which could damage customers or CUSTOMER’s reputation;
(h)To notify CUSTOMER promptly of any Product defects or other unresolved technical problems concerning the installation, u, or performance of the Products.
In avoidance of any doubt, MANUFACUTURER shall not be obliged to provide any software support and CUSTOMER shall be responsible for all software issues including software design, upgrade, compatibility, etc. MANUFACTURER will not launch any certification application no matter it is requested by Customer or any mandatory regulations, if CUSTOMER wish to process any certification the Parties shall negotiate a parate agreements.
3.2.Indemnification. MANUFACTURER agrees to indemnify and hold CUSTOMER harmless from and against any and all claims, liabilities, costs and expens (including reasonable legal fees and costs) arising out of (i) the improper manufacturing of the Products by MANUFACTURER or its
工会工作职责employees and agents, (ii)any negligent, wrongful or intentional acts or omissions on the part of MANUFACTURER or its employees and agents. MANUFACTURER will not indemnify CUSTOMER and CUSTOMER shall reimbur MANUFACTURER for all loss caud therefrom if the claims, liabilities, costs and expens are results of CUSTOMER’s misguiding or its supply of defective technical specifications or Bills of Materials caus the claims, liabilities, costs and expens.
3.3.Certain Covenants. MANUFACTURER agrees to act under its own responsibility in its business relations and not to make any warranties to any third party concerning the Products that are not in accordance with the Documentation.
4.TRADE SECRETS AND PROPRIETARY INFORMATION.
右腹部4.1.Proprietary Nature of Products.
(a)MANUFACTURER acknowledges that CUSTOMER is the owner of all the IP on Products, that CUSTOMER claims all intellectual and industrial property rights granted by law therein and that, except as t forth herein, CUSTOMER does not hereby grant any rights or ownership of the Products to MANUFACTURER or any third party. Except as t forth herein, MANUFACTURER agrees not to copy or otherwi reproduce any Product, in whole or in part, without CUSTOMER's prior written connt. MANUFACTURER further agrees to take all reasonable steps to ensure that no unauthorized persons shall have access to any of the Products and that all authorized persons having access to the Products shall refrain from any such disclosure, duplication or reproduction except to the extent reasonably required in the performance of MANUFACTURER's duties under this Agreement.
(b)MANUFACTURER is authorized to u the Products’ trademarks for the sole purpo of manufacturing the Products. Any other u is expressly forbidden without the prior written connt of CUSTOMER. MANUFACTURER hereby undertakes not to u the Products’ registered marks, or ot
her names or similar marks which may be misleading for customers and the public, as its business name and/or trademark for products or rvices and/or corporate name or part of the name of a web domain and/or email. Manufacturer undertakes not to u the Products’ registered marks within the context of events, exhibitions or theme meetings.
(c)MANUFACTURER agrees to accord the Products and all other confidential information relating to this Agreement the same degree and methods of protections as MANUFACTURER undertakes with respect to its confidential information, trade crets and other proprietary data.
4.2.No Product Modifications. Unless otherwi permitted, MANUFACTURER shall not have the right under this Agreement to modify or alter any of the Products without the prior written connt of CUSTOMER. In the event that MANUFACTURER makes any such modification or alteration, MANUFACTURER shall keep all the altered Products away from any commercial u.
5.PRICE, PAYMENT TERMS.
5.1.Price and Payment Terms.
(a)CUSTOMER and MANUFACTURER will agree on a manufacturing price (“PRICE”) to supply the Products to CUSTOMER as mutually agreed from time to time.
(b)CUSTOMER agrees to pay MANUFACTURER for Products ordered as below: 30% prepaid, balance due to be paid upon receipt of shipment by MANUFACTURER of the corresponding Product.
6.TERM AND TERMINATION
The Term of this Agreement shall commence as of the effective date hereof and shall continue for a term of one year; this Agreement shall be renewed automatically for an additional one year period; both parties have the right to terminate the agreement upon ninety (90) days prior notice of no renewal by registered mail with receipt.
7.GENERAL PROVISIONS.
创新精神7.1. Modification or Amendment.Except to the extent and in the manner specified in this Agreement, any modification or amendment of any provision of this Agreement must be in writing and bear the signature of the duly authorized reprentative of each party.
7.2.Law Governing Agreement and Jurisdiction.The validity of this Agreement and the rights, obligations and relations of the parties hereunder shall be construed and determined under and in ac
cordance with the substantive laws of Hong Kong, without regard to its rules of conflicts of law. Any legal actions or proceeding arising under this agreement or the termination of this agreement or any dispute, claim controversy arising out of or relating to any interpretation, construction, performance or breach of this Agreement, shall be submitted to Hong Kong International Arbitration Center (HKIAC) in accordance with Hong Kong International Arbitration Center administered arbitration rules in force at such time which rules shall be deemed to be incorporated by reference into this Agreement. The place of arbitration shall be in Hong Kong. The tribunal shall consist of one (1) arbitrator chon by the HKIAC under its rules if the Parties cannot otherwi agree upon an arbitrator. The arbitration shall be conducted in English Language..
7.3.Severability.If any provision of this Agreement is determined by a court of competent jurisdiction to be in violation of any applicable law or otherwi invalid or unenforceable, such provision shall to such extent as it shall be determined to be illegal, invalid or unenforceable under such law be deemed null and void, but this Agreement shall otherwi remain in full force and effect.
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IN WITNESS WHEREOF, the parties hereto have caud this Agreement to be executed by their duly authorized reprentatives as of the day and year first above written.
CUSTOMER:MANUFACTURER:
XXX Development Limited
By:By: Eric Pan
Title:Title:CEO
Address:Address: FLAT C 23/F
LUCKY PLAZA 315-321 LOCKHART ROAD
WAN CHAI HK
Telephone:Telephone:
岳云
Fax:Fax:
