Oem Contract Template for United States

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.

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