Manufacturing and supply agreement template

This a manufacturing and supply agreement template sample that you can use free of charge. You can copy and paste it into Microsoft Word or Google Docs and edit as you like.

Manufacturing and Supply Agreement

This Manufacturing and Supply Agreement (the "Contract") is entered into on _________________________ [Date] by and between:

Manufacturer/Supplier: _________________________ [Manufacturer or Company Name] located at _________________________ [Manufacturer Address] (the "Supplier").
Client/Buyer: _________________________ [Client or Company Name] located at _________________________ [Client Address] (the "Client").

1. Scope of Agreement

The Supplier agrees to manufacture and supply products to the Client under the terms and conditions set forth in this Contract.

1. Product Description

The Supplier shall manufacture and supply the following products in accordance with the Client’s specifications:

_________________________ [Product Name/Type]
_________________________ [Product Quantity]
_________________________ [Product Specifications, e.g., size, material, color]
_________________________ [Packaging and labeling requirements]

2. Quality Standards

The Supplier shall ensure that all products meet the agreed quality standards and comply with _________________________ [Applicable Industry or Regulatory Standards]. Any defective or non-conforming products must be replaced or corrected at the Supplier’s expense.

3. Delivery Schedule

The Supplier shall deliver the products to the Client at _________________________ [Delivery Address] on or before _________________________ [Delivery Date or Schedule].
All deliveries shall be made _________________________ [Incoterms, e.g., FOB, CIF, DDP].

2. Terms of Contract

This Contract shall commence on _________________________ [Start Date] and remain in effect for a period of _________________________ [Number] months/years unless terminated earlier in accordance with this Contract.
The Contract may be renewed upon mutual agreement by both parties in writing.

3. Pricing and Payment Terms

The Client agrees to pay the Supplier a total amount of $_________________________ [Amount] per _________________________ [Unit/Batch/Order] for the manufactured goods.
Payment shall be made via _________________________ [Payment Method, e.g., bank transfer, cheque] within _________________________ [Number] days from the date of invoice.
Late payments shall incur a penalty of _________________________ [Late Fee or Percentage] per week of delay.
Prices are _________________________ [Fixed/Subject to adjustment based on material costs or exchange rates].

4. Intellectual Property

All designs, specifications, and trademarks provided by the Client remain the exclusive property of the Client.
The Supplier agrees not to reproduce, distribute, or use any of the Client’s intellectual property for any purpose other than fulfilling this Contract.
Any improvements or modifications to the Client’s designs made during the manufacturing process shall belong to the Client, unless otherwise agreed in writing.

5. Warranties

The Supplier warrants that all products are free from defects in materials and workmanship and conform to the agreed specifications for a period of _________________________ [Warranty Period] from delivery.
The Supplier shall replace or repair defective products at no additional cost to the Client within a reasonable time frame.

6. Termination

Either party may terminate this Contract by providing written notice _________________________ [Number] days prior to the intended termination date.
Either party may terminate immediately for cause if the other party breaches a material term of this Contract and fails to remedy it within _________________________ [Number] days of receiving notice.
Upon termination, the Client shall pay for all completed goods and materials in progress at the time of termination.

7. Force Majeure

Neither party shall be held liable for any failure or delay in performance due to events beyond their reasonable control, including but not limited to natural disasters, war, acts of government, labor disputes, or supply chain disruptions.

8. Confidentiality

Both parties agree to maintain confidentiality of all proprietary information, trade secrets, and technical data shared in connection with this Contract. Confidentiality obligations shall survive termination of this Contract.

9. Governing Law and Jurisdiction

This Contract shall be governed by and construed in accordance with the laws of _________________________ [Your State or Country]. Any disputes arising under or related to this Contract shall be resolved exclusively by the courts of _________________________ [Your State or County].

10. Entire Agreement

This Contract constitutes the entire agreement between the parties and supersedes all prior negotiations, understandings, and communications, whether written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Contract as of the date first above written.

Supplier
Signature: _________________________ [Signature]
Name and title: _________________________ [Name and Title]
Date: _________________________ [Date]

Client
Signature: _________________________ [Signature]
Name and title: _________________________ [Name and Title]
Date: _________________________ [Date]

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Manufacturing and supply agreement template

What's a Manufacturing and Supply Agreement?

A Manufacturing and Supply Agreement is a legally binding contract between a manufacturer (or supplier) and a buyer (or client) that outlines the terms under which goods will be produced, supplied, and delivered. This agreement ensures both parties have a clear understanding of product specifications, pricing, delivery schedules, intellectual property rights, and quality standards. In this article, we’ll explore the key elements, benefits, and legal considerations involved in a Manufacturing and Supply Agreement.

1. Definition and Scope

A Manufacturing and Supply Agreement defines the scope of the arrangement between the manufacturer and the buyer. It specifies what products are to be made, the quantity, the materials or components to be used, and any design or technical requirements. The scope section often details whether the supplier will handle packaging, labeling, and shipping as well.

This section provides the foundation for the business relationship, ensuring that both parties align on what is expected throughout the production and supply process.

2. Parties Involved

The agreement clearly identifies the two main parties:

Manufacturer/Supplier: The entity responsible for producing and delivering the goods.
Buyer/Client: The party purchasing the products for resale, distribution, or internal use.

Each party’s legal name, address, and contact details are included, along with any relevant company registration information. In some cases, subcontractors or third-party suppliers may also be listed if they play a role in the production process.

3. Terms and Conditions

This section outlines the commercial terms that govern the agreement, including:

Pricing and Payment Terms: How much the buyer will pay and when payments are due.
Delivery and Lead Times: The timelines for production and shipment.
Inspection and Acceptance: The buyer’s right to inspect goods and reject non-compliant products.
Liability and Indemnification: Who bears responsibility for damages or losses caused by defective goods.

It may also include warranty clauses, dispute resolution procedures, and limitations of liability.

4. Duration and Renewal

The duration clause specifies how long the agreement will remain in effect — for example, one year, multiple years, or until a specific quantity is fulfilled. Renewal terms may allow the contract to automatically extend unless one party provides written notice of termination within a set timeframe. This ensures continuity for long-term supply relationships while allowing flexibility for review or renegotiation.

5. Product Specifications and Quality Control

A critical section of any Manufacturing and Supply Agreement is product specification and quality assurance. It includes:

Technical drawings, dimensions, and material requirements.
Tolerances, performance standards, and testing procedures.
Packaging and labeling instructions.
Inspection rights before shipment or upon receipt.

By clearly defining quality standards, both parties reduce the risk of disputes related to defective or substandard products.

6. Intellectual Property Rights

Manufacturing often involves proprietary designs, trade secrets, or trademarks. This section outlines who owns the intellectual property (IP) related to the products and any restrictions on the manufacturer’s use of the buyer’s designs or branding. Typically, the buyer retains ownership of all IP, and the manufacturer agrees not to use or reproduce the products for third parties without written consent.

7. Legal Compliance and Force Majeure

The agreement should comply with all relevant laws and regulations governing product safety, export/import restrictions, labor conditions, and environmental standards.
A Force Majeure clause protects both parties from liability in case of unforeseeable events like natural disasters, political unrest, or supply chain disruptions that make performance impossible or impractical.

8. Confidentiality

Because sensitive business information is often exchanged—such as pricing, product formulas, or design details—a confidentiality clause ensures neither party discloses or misuses confidential information. This clause typically remains enforceable even after the contract ends.

Conclusion

A Manufacturing and Supply Agreement is essential for businesses involved in product production and distribution. It establishes clear expectations, minimizes risks, and provides legal protection for both the buyer and manufacturer. By addressing key elements such as product quality, intellectual property, pricing, and delivery terms, the agreement fosters a transparent and reliable business relationship. Whether you’re a manufacturer or a client, understanding the structure and importance of this agreement is crucial for long-term success in the supply chain.