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Manufacturing Agreement

Introduction
Definitions
Scope of Agreement
Manufacturing Process
Quality Control
Delivery
Payment
Intellectual Property
Confidentiality
Term and Termination
Force Majeure
Dispute Resolution
Notices
Governing Law and Jurisdiction
Entire Agreement
Severability
Waiver
Assignment
Counterparts
Amendments

1. Introduction

This Manufacturing Agreement (the "Agreement") is made and entered into as of [DATE] by and between [MANUFACTURER NAME], a company duly organized and existing under the laws of [JURISDICTION] (the "Manufacturer"), and [PRODUCT COMPANY NAME], a company duly organized and existing under the laws of [JURISDICTION] (the "Product Company").

2. Definitions

For purposes of this Agreement, the following terms shall have the meanings set forth below:

"Products" means the [PRODUCT DESCRIPTION] to be manufactured by the Manufacturer in accordance with the specifications set forth in Exhibit A attached hereto.
"Specifications" means the technical specifications, drawings, and other documentation relating to the Products, as set forth in Exhibit A attached hereto.
"Manufacturing Process" means the process by which the Manufacturer will manufacture the Products, as described in Exhibit B attached hereto.
"Delivery Date" means the date on which the Manufacturer is obligated to deliver the Products to the Product Company, as set forth in Exhibit C attached hereto.
"Purchase Order" means a written order issued by the Product Company to the Manufacturer for the purchase of Products.
"Intellectual Property" means all intellectual property rights, including but not limited to patents, trademarks, copyrights, trade secrets, and know-how, relating to the Products.

3. Scope of Agreement

The Manufacturer agrees to manufacture and deliver the Products to the Product Company in accordance with the terms and conditions of this Agreement. The Product Company agrees to purchase and accept delivery of the Products in accordance with the terms and conditions of this Agreement.

4. Manufacturing Process

4.1 The Manufacturer shall manufacture the Products in accordance with the Specifications and the Manufacturing Process.
4.2 The Manufacturer shall use commercially reasonable efforts to manufacture the Products in a timely and efficient manner.
4.3 The Manufacturer shall maintain adequate records of the manufacturing process, including but not limited to production logs, quality control records, and inspection reports.

5. Quality Control

5.1 The Manufacturer shall be responsible for ensuring that the Products meet the Specifications and are of merchantable quality.
5.2 The Manufacturer shall implement a quality control program that meets industry standards and ensures that the Products are free from defects.
5.3 The Product Company shall have the right to inspect the Products at the Manufacturer's facility at any reasonable time during the manufacturing process.
5.4 If the Product Company determines that the Products do not meet the Specifications or are defective, the Product Company shall notify the Manufacturer in writing. The Manufacturer shall promptly correct any defects or non-conformities.

6. Delivery

6.1 The Manufacturer shall deliver the Products to the Product Company on the Delivery Date, or as otherwise agreed upon in writing by the parties.
6.2 The Manufacturer shall be responsible for all costs associated with the delivery of the Products, including but not limited to shipping, insurance, and handling.
6.3 The Product Company shall be responsible for accepting delivery of the Products at the designated delivery location.

7. Payment

7.1 The Product Company shall pay the Manufacturer for the Products in accordance with the payment terms set forth in Exhibit C attached hereto.
7.2 The Product Company shall make all payments to the Manufacturer in a timely manner.
7.3 The Manufacturer shall provide the Product Company with an invoice for each shipment of Products.

8. Intellectual Property

8.1 The Manufacturer acknowledges and agrees that the Intellectual Property relating to the Products is owned by the Product Company.
8.2 The Manufacturer shall not use the Product Company's Intellectual Property for any purpose other than the manufacture of the Products.
8.3 The Manufacturer shall not disclose the Product Company's Intellectual Property to any third party without the prior written consent of the Product Company.

9. Confidentiality

9.1 Each party agrees to hold confidential all information received from the other party relating to the Products, the manufacturing process, and the business of the other party.
9.2 Each party agrees to use such confidential information only for the purposes of this Agreement.
9.3 Each party agrees to take all reasonable steps to protect the confidentiality of the other party's confidential information.

10. Term and Termination

10.1 This Agreement shall commence on the Effective Date and shall continue for a period of [NUMBER] years (the "Term").
10.2 This Agreement may be terminated by either party upon [NUMBER] days' written notice to the other party.
10.3 This Agreement may be terminated by either party immediately upon the occurrence of any of the following events:
- The other party breaches any material provision of this Agreement and fails to cure such breach within [NUMBER] days after written notice from the non-breaching party.
- The other party becomes insolvent or bankrupt.
- The other party ceases to conduct business.
10.4 Upon termination of this Agreement, the Manufacturer shall cease manufacturing the Products and shall deliver to the Product Company all Products in its possession.
10.5 Upon termination of this Agreement, the parties shall return to each other all confidential information in their possession.

11. Force Majeure

Neither party shall be liable for any delay or failure to perform its obligations under this Agreement due to any cause beyond its reasonable control, including but not limited to acts of God, war, terrorism, labor disputes, government regulations, and natural disasters.

12. Dispute Resolution

12.1 Any dispute arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the Arbitration Rules of the [ARBITRATION ORGANIZATION].
12.2 The arbitration shall be conducted in [LOCATION].
12.3 The arbitration shall be conducted in the English language.
12.4 The decision of the arbitrator shall be final and binding on the parties.

13. Notices

All notices and other communications hereunder shall be in writing and shall be deemed to have been duly given when delivered personally, sent by certified or registered mail, return receipt requested, or sent by overnight courier service, addressed as follows:

If to the Manufacturer:

[MANUFACTURER NAME] [ADDRESS]

If to the Product Company:

[PRODUCT COMPANY NAME] [ADDRESS]

14. Governing Law and Jurisdiction

This Agreement shall be governed by and construed in accordance with the laws of the Republic of Kenya. Any legal action or proceeding arising out of or relating to this Agreement shall be brought exclusively in the courts of the Republic of Kenya.

15. Entire Agreement

This Agreement constitutes the entire agreement and understanding between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous communications, representations, or agreements, whether oral or written.

16. Severability

If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck from this Agreement and the remaining provisions shall remain in full force and effect.

17. Waiver

No waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom such waiver is sought to be enforced.

18. Assignment

This Agreement may not be assigned by either party without the prior written consent of the other party.

19. Counterparts

This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.

20. Amendments

This Agreement may be amended only by a written instrument signed by both parties.

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

[MANUFACTURER NAME]

By: [NAME]

Title: [TITLE]

[PRODUCT COMPANY NAME]