The OEM Contract serves as the foundational document governing the manufacturing relationship between an Original Equipment Manufacturer and a contract manufacturer in the United States. This agreement is essential when a company needs to outsource the production of its designed products while maintaining control over quality, specifications, and intellectual property. The document incorporates crucial elements required under U.S. federal and state laws, including UCC provisions for commercial transactions, warranty requirements, and product liability considerations. It is particularly vital for companies expanding their manufacturing capabilities or launching new product lines, providing comprehensive coverage of everything from production specifications to risk allocation. The OEM Contract typically includes detailed schedules for technical specifications, pricing, and quality standards, making it adaptable to various manufacturing scenarios while ensuring compliance with U.S. regulatory requirements.
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1. Parties: Identification of the OEM and the manufacturer, including full legal names and addresses
2. Background: Context of the agreement and brief description of each party's business and objectives
3. Definitions: Detailed definitions of technical terms, industry-specific terminology, and key concepts used throughout the agreement
4. Appointment and Scope: Terms of manufacturer's appointment and scope of manufacturing services
5. Product Specifications: Detailed requirements for the products to be manufactured, including technical specifications and quality standards
6. Manufacturing Process Requirements: Specific requirements for the manufacturing process, including quality control procedures
7. Forecasting and Orders: Process for providing forecasts and placing orders, including lead times and minimum order quantities
8. Pricing and Payment Terms: Pricing structure, payment terms, and any price adjustment mechanisms
9. Quality Control and Inspection: Quality control procedures, inspection rights, and acceptance/rejection criteria
10. Intellectual Property Rights: Ownership and licensing of IP, including background IP and improvements
11. Confidentiality: Protection of confidential information and trade secrets
12. Warranties and Representations: Product warranties, manufacturing quality warranties, and general business warranties
13. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
14. Term and Termination: Duration of agreement, renewal terms, and termination rights
15. Post-Termination Obligations: Obligations that survive termination and transition arrangements
16. General Provisions: Standard legal provisions including governing law, dispute resolution, and entire agreement
1. Exclusivity: Terms of exclusive manufacturing rights, if applicable
2. Tooling and Equipment: Ownership and maintenance of specialized tooling and equipment, if provided by either party
3. Environmental Compliance: Specific environmental requirements and certifications, if relevant to the industry
4. Insurance Requirements: Detailed insurance obligations beyond standard coverage
5. Supply Chain Security: Special requirements for supply chain security and compliance programs
6. Disaster Recovery: Business continuity and disaster recovery requirements
7. Government Compliance: Specific government or regulatory compliance requirements for regulated industries
8. Training and Support: Requirements for technical training and support services
9. Marketing and Branding: Use of trademarks and branding requirements, if applicable
1. Product Specifications: Detailed technical specifications for each product
2. Pricing Schedule: Detailed pricing information, including volume discounts and price adjustment mechanisms
3. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Service Levels: Performance metrics and service level requirements
5. Approved Subcontractors: List of approved subcontractors and their scope of work
6. Manufacturing Facilities: List of approved manufacturing facilities and their capabilities
7. Tool and Equipment List: Inventory of tools and equipment provided by either party
8. Forecast and Order Procedures: Detailed procedures for forecasting and ordering
9. Intellectual Property Register: List of relevant patents, trademarks, and other IP rights
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