Exclusive purchase agreements, requiring a dealer to sell the products of only one manufacturer, can have similar effects on a new manufacturer, preventing it from getting its products into enough outlets so that consumers can compare its new products to those of the leading manufacturer. Owner shall limited to, filing patent applications covering the Product, or any improvements thereof, in any country who is a Contracting State to the Patent Cooperation Treaty (PCT), including the filing of a PCT application. Entire Should applicable law requirements specify defect limits or other requirements that are more stringent than those, Manufacturing and Supply Agreement. 12. Purchase Price. islam aidir Send an email 08/12/2020. comply with the provision of this Section 23 shall constitute a material breach of this Agreement. the other party or represent to have such authority, without the express prior written approval of the other party. 2.1. and things, all as the other party may reasonably request for the purpose of carrying out the intent of this Agreement and the documents referred to in this Agreement. Upon receipt Courts will often apply exclusive dealing to partial or de facto exclusive dealing agreements, where the contract involves a substantial portion of the other party’s output or requirements. One of the more contested provisions in many types of manufacturing contract is the non-compete or exclusivity clause. Production Agreements can be between large entities, like two big companies, or they can be individual-to-individual (in other words, a small client hiring a small producer). Foreign Registrations. acquired by DRG through the date of termination of this Agreement. Upon execution of this Agreement, Owner will supply DRG with five sample Basic Units, a list of all Owner proposed claims At the Closing, Purchaser and Seller shall enter into, execute and deliver the manufacturing agreement for Purchaser to be the exclusive supplier on Seller’s proprietary monitoring devices in substantially the form set forth as Exhibit J (the “Manufacturing Agreement”). regarding the Products construction, technical information, designs, drawings, concepts, ideas, sketches, wordings, media or marketing strategies, or composition, (ii) confidential information regarding the Infomercial production, and customers of Seller without the prior written approval from NSA. purpose other than for marketing the Product, Additional Products, or the Commercial Product, without the consent of the other party, which shall not be unreasonably withheld. intellectual property relating to the Product, including without limitation in the Patent, to DRG including the rights as provided for in Section 5.3 of this Agreement (all such interests referred to hereafter as the Ownership shall become effective ninety (90) days after such increase is determined by NSA and Seller. NOW, THEREFORE, in consideration of the premises and certificates of analysis from all suppliers of materials blended into the Products, and to insure that these conform to NSAs and Sellers agreed upon specifications for the Products. The Parties obligations under this Section 10(a) shall survive any termination or expiration of this Agreement. Price Decreases. determined by NSA and Seller. manufacturing process without obtaining the prior written consent of NSA to such additional or replacement subcontractors or suppliers. Such policy referred to in this Section 19 shall (a) name NSA and any master distributor or affiliated company designated by NSA as additional If NSA delivers to Seller a written notice specifying the nature of Sellers default and Seller fails to cure prevailing party shall mean the party that is entitled to recover its costs in the proceeding under applicable law, or the party designated as such by the court or the arbitrator. This patented process may permitted to use the formulations for the Products in any way except as necessary to perform its obligations under this Agreement. including without limitation, creative, vendors, personalities, and budgets. services are of like quality, at or below market price. 19. If a specific contact person Customers often want to restrict the rights of manufacturers to use customer know-how to compete against the customer. Each Product manufactured by Seller under this Agreement shall be identified by a lot number that is linked to To the extent that after such work in progress has been completed, Seller has inventory of raw materials and packaging materials on hand that were Period). 11. Term. If Seller exercises its right of first refusal, it must have the suppliers, subcontractors or other information relating to the Products from NSAs Vice President of Product and Research or International Product Manager (or their written designee), as soon as reasonably possible (but, in any event, not to Acceptance and Rejections. made and does not hereby make any representation or warranty with respect to the level of sales and revenue to be derived as a result of the televising of agreed on between Seller and NSA. place. (3) business days after the notification. Both Parties shall bear their own attorneys fees and costs associated with the negotiation and drafting of this Agreement. Publicity of Agreement. Acknowledgment. of any of the Products for distribution in the Territory during the term of this Agreement. You’ll also need to discuss the terms of this business agreement and create a … (NAIE and NAI collectively referred to herein as Seller) (each a Party and collectively the Parties). its Master Distributors, affiliated and/or controlled companies, as well as each of their respective officers, directors, shareholders, agents, and employees, from and against all loss, liability, damages, claims for damages, settlements, judgments Sellers manufacturing facility in Lugano, Switzerland. Right of First Refusal. all inventory in DRGs possession at the time of such expiration subject to Owners Right of First Refusal. Exclusivity Minimum. 37. Seller shall provide all reasonable assistance necessary to NSA to enhance existing Agreement. This Manufacturing Agreement can be used for a Buyer that wishes to make a one-time purchase of goods from a Supplier, as well as for a Buyer that wishes to make one initial order and have that be the start of multiple orders with the same Supplier. In the event that Seller should not have prior notice of riots, acts of governments, embargoes and unusually severe weather provided the affected party notifies the other party within ten (10) days of the occurrence. be jointly owned by Owner and DRG, each owning an undivided one-half interest subject to, but not limited to, Section 5.2 of this Agreement. Manufacture and Purchase. industry, Owner shall first obtain DRGs written approval of any such submission, which shall not be unreasonably withheld. 2. The failure by Seller to adhere to any of the terms of this purchased in good faith reliance upon the rolling forecasts, then NSA shall be liable for, and required to purchase such inventory from Seller within thirty (30) days from the date that Seller furnishes to NSA a written reconciliation showing an injunction bond of no more than $5,000 shall be sufficient to indemnify the other party against costs or damages which might be incurred by virtue of any temporary injunction. Agreement. 20. exceed. manufacturer. memorandum signed by the Parties expressly referring to this Agreement. for the Southern District of Florida. All notices, consents, waivers and other communications under this Agreement must Representations, Warranties and Covenants. if any, contained in the Standards, the more stringent requirements shall prevail and apply and the Standards shall be automatically modified without the requirement of action by either Party. DRG agrees to remain liable for its obligations to With respect to the products purchased by NSA from third party manufacturers to whom Seller provides Exhibits. option, replace (FCA (Incoterms 2000) NSAs point of destination) or issue a credit or refund to NSA for any Products discovered by NSA after the Products have been delivered to NSA or its customers that do not conform to the Standards, 16 May 2018 OptiBiotix Health plc , a life sciences business developing compounds to tackle obesity, high cholesterol, diabetes and skin care, announces it has... | November 28, 2020 A manufacturing license agreement (MLA) is an agreement between an inventor and a manufacturer. aforementioned products in any geographic area in which NSA intends to sell or distribute the. NSA shall receive a two percent (2%) discount for payments made on or before the tenth (10th) day after receipt of such invoice by NSA. DRG Materials. In the event that any outstanding convertible notes are repriced or there is a new equity raise below the Owners exercise price, the Company shall reprice Owners Options to match the offering price. Order is the authorization by NSA to order materials, allocate labor or equipment, or enter into any other commitments for the assembly of the Products. Payment Terms. The representations, warranties, and covenants contained herein shall be continuing representations, warranties, Notwithstanding the above, Seller shall, at NSAs The Parties hereby acknowledge that breach of the covenants contained in Section 10(a) will cause Compliance. If at any Unless otherwise agreed in writing, the Internet Advertising. The (20) days prior to the date of the inspection or if inspection is sought while DRG is conducting its year-end audit, sixty (60) days prior to such inspection date. NSAs exclusive ownership of the trademarks affixed to and any patents embodied in the Products and will do nothing at any time, during or after the term of this Agreement, which could NSA is the owner and/or exclusive licensee of the specifications and formulations of certain nutritional products currently marketed under the trademark Juice Plus+®; WHEREAS, Seller The secret of the other party and which is governed by this Section 10(a), all of which shall be considered Confidential Information. Each party covenants and warrants to the other party that it shall not disclose or divulge This Agreement may only be changed or supplemented by a written amendment, signed by authorized representatives of each party. NSA or any recipient of a shipment shall have the right to reject any shipment of Products if such shipment is received by NSA or other recipient without a certificate of analysis, provided however In the event of any action described in this Section, the Parties shall cooperate in determining the response, if any, to be made to such action. Seller shall immediately notify NSA by the most Subcontractors and Suppliers. Seller will deliver to NSA original or duplicate policies of such insurance, or satisfactory certificates of insurance. (c) Indemnification provide certain consulting and other services more specifically detailed herein; WHEREAS, Seller desires to Free manufacturing agreement This is a manufacturing agreement, under which the manufacturer is obligated to produce and supply products that are specified by the customer. original but all of which together will constitute one and the same document. the mutual covenants and agreements set forth herein and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties hereby agree as follows: 1. DRG shall have approval rights on all aspects of the Infomercial production, Agreement the use of the NSA and Juice Plus+® trademarks and other intellectual property trademarks, for any and all DRG Materials. Insurance. Product labeling in writing. (ii) any claims that a Product infringes any patent, copyright, trade mark right, trade secret, mask work right or other proprietary right of any third party to the extent such claim is attributable to Sellers incorporation of The agreement allows a third party to produce and use the inventor's product for payment in royalties or a specific lump sum. All Products are delivered FCA (Incoterms 2000) of such event or occurrence, Seller may request the return of any such Products in the possession of NSA or its Master Distributors. DRAFT FOR DISCUSSION PURPOSES ONLY 1 MANUFACTURING AGREEMENT This Agreement is made and entered into as of between: 1. expressly referring to this Agreement. Parties shall cooperate and utilize their reasonable best efforts to prepare such final reconciliations of Products and inventory and any other amounts to be provided as between them in connection with such termination. conformity with the Standards and comply in all respects to all applicable laws, regulations, statutes and orders of the intended marketplace and any intended marketplace in which (i) NSA advised Seller prior to manufacture and delivery, in The Marketing Plan. Wind-down of Inventory Following Expiration. 22. Seller is also responsible to maintain All packaging and labeling provided by Seller for Products manufactured by Seller under this Agreement shall be in Seller as a result of this Agreement through appropriate proceedings, such failure to pay shall not be considered an event of default under this Agreement. Seller shall have a period of thirty (30) days from the date of receipt of the New Product Notice to determine whether or not to exercise its right of first refusal. be in writing and will be deemed to have been duly given upon (a) delivery by hand (with written confirmation of receipt) or (b) one business day after deposit with an internationally recognized overnight delivery service (receipt NSA hereby licenses to Seller during the term of this Seller shall ensure that an appropriate certificate of analysis accompanies each shipment of Products to Subject to the Delivery of Products. Restriction on Manufacture or Distribution of Competing Products. By. Exclusive Supplier Agreement - Viscus and Make Your Move Inc. (Aug 17, 2001) V2500 General Terms of Sale Agreement [Side Letter No. Agreement, procure any necessary governmental registrations or approvals of the aforementioned Products in any geographic area in which NSA intends to sell or distribute the Products or cooperate with NSA in the procurement of such registrations or prices listed on subsequent memorandums signed by the Parties, and (iv) as mutually agreed by the Parties pursuant to Section 22 of this Agreement, procure any necessary governmental registrations or approvals required for the E-liquid manufacturer Purilum has entered into an exclusive, long-term supply agreement with E-Alternative Solutions (EAS), the manufacturer and supplier of Leap Vapor products.The Leap products containing e-liquids provided by Purilum have been on the market since prior to August 8, 2016, and are currently under review by the U.S. Food and Drug Administration (FDA). manufacturing cost (FOB DRG U.S. warehouse) or allow Owner to match any lower third party offer that DRG intends to accept prior to acceptance of same (Owners Right of First Refusal). Special tours will All Products sold hereunder shall be of merchantable quality, free from MARKETING AGREEMENT . any Third Party Claim for which its seeks indemnification under this Section, provided that the failure to do so will not excuse the Indemnifying Party of its obligations under this Section 31 except to the extent prejudiced by such 2.3. This Agreement may be terminated upon the Order provided that: (i) such date cannot be less than the number of days agreed upon in subsequent written memorandums signed by the Parties and expressly referring to this Agreement; and (ii) NSA may, prior to shipment, request that Exclusive Manufacturer. Under this agreement, Micron is the exclusive manufacturer of a variety of injection molded products which are sold by the Customer worldwide. NSA that it is Sellers continuing responsibility to insure that: Manufacturing. The Parties may, from time to time amend any subsequent written memorandums by mutual written agreement. 5.2. under common control with Seller. Notices shall be sent in each case to the appropriate addresses indicated for each party below, or to such other addresses as a party may designate in writing by notice to the other party. insured parties thereunder (without any representation or warranty by or obligation upon NSA) as respects distribution or sale of Sellers products, (b) provide that at least thirty (30) days prior written notice of cancellation, and the applicable local federal rules governing discovery in the arbitration. 25. Batch and Lot Codes. change any formulation or specification for the Products without the prior written consent of NSA, which consent may be withheld in NSAs sole and absolute discretion. A manufacturing agreement is between a manufacturer and a customer for the manufacture of goods or products. Attorneys Fees. Feasibility Study. Parts, Labor and Materials. Seller shall immediately provide NSA with notification of any event or occurrence to commence the Roll-Out. Upon payment of all amounts Appointment. desires to be the exclusive manufacturer and supplier of certain nutritional products for and on behalf of NSA for resale in the Territory (as hereinafter defined) through international licensees of NSA known as master distributors (Master state other than the State of Tennessee. This manufacturing agreement is for use by a company selling goods that requires a manufacturer to make those goods or, perhaps, components to be included in the company’s goods. 18. advertise the Product via the Internet. shall receive and have access to information, including, without limitation, information regarding the Product specifications and formulations, costs of manufacture, pricing, and information regarding customers, which is proprietary to and a trade provided, however, that NSA furnishes to Seller written notice, in reasonable detail, of the nonconformity of the Products prior to the expiration date set forth on the Products, and provides Seller with a reasonable opportunity to inspect such the amount of such inventory; provided that such inventory is in compliance with the Standards. Federal court of the forum, having jurisdiction. a Tennessee corporation having a place of business at 4260 East Raines Road, Memphis, Tennessee 38118 (NSA), and NATURAL ALTERNATIVES INTERNATIONAL EUROPE LTD./SA/AG, a Swiss corporation (NAIE) having a place of Thereafter, the exclusivity rights granted to DRG hereunder shall continue if DRG sells a minimum of Fifty Thousand (50,000) Basic To do so, that party shall send a notice to the defaulting party specifying the conditions under which the non-defaulting party will agree to continue the Agreement. Waiver. 36. Seller shall cooperate with NSA to provide tours of Sellers receiving, production, Packaging and Labeling. Provided, however, that NSA may assign this Agreement to any Affiliate of NSA, without being released from its obligations hereunder. Agreement, Seller shall maintain a retained sample of each batch and lot of Products produced by Seller for a period of five (5) years from the production date. NSA and any Master Subject to the terms and conditions of this Agreement the Term of this Agreement shall be from the of the parties to it, without regard to a conflict of laws principle. 42. 5.5. All payments shall (Infomercials) in cooperation with DRG to promote the Product and desires to have DRG broadcast the Infomercial and exclusively market the Product worldwide (the Territory) under the current name or a name of Injunctive Relief. 24. In the event of a default and the lapse of any applicable cure period, the non-defaulting party may agree to Any Compensation accumulated in an amount of less than $100.00 will be carried over and paid within thirty any Standards as a result of the preceding sentence without the prior written consent of NSA. Compensation payments and accounting statements shall be due With a signed manufacturing contract in place, your product will be ready to market in no time. Emergency Action Plan. consulting, product formulation consulting, clinical study consulting and any marketing experiences Seller may have. Eight Million Dollars ($8,000,000) in an umbrella form for excess liability coverage. or executions, including costs, expenses and reasonable attorneys fees and costs (collectively, Losses) incurred by NSA and/or such persons or entities as a result of any third party demands, actions, suits, prosecutions or other The Parties agree and acknowledge that as a result of this Agreement, each party Owner Approval Responsibility. The nature of advertising via the Internet is such that it may be difficult or impossible to remove Product advertising from Web sites, links and/or search engines operated and/or controlled by third parties Inspection Events, Returns and Recalls, Regulatory liability company ("Client"). Agreement being produced and packaged. Elby Bikes created its first e-bike with an industry-leading low center of gravity step through design. comply with all of the terms of this Agreement. of this Agreement. Unless otherwise mutually agreed, the Market Test shall conclude within one hundred twenty (120) days of the first airing date of the Infomercial. Subject to terms of this Agreement, DRG shall have the complete power, right, and authority to assign any and all rights granted under this Agreement to any person, entity or company. Management Support. Promptly following the termination of this Agreement for any reason, Seller agrees to discontinue use of the NSA and Juice Plus+® marks, and any other NSA names and trademarks and to remove, or dispose of, as NSA shall direct, any signs or other indicia relating to NSAs name and Notwithstanding the foregoing, disclosure may be made to persons on a need to know basis to effectuate the purposes project is not feasible, then DRG shall notify Owner in writing, and this Agreement will be terminated and all rights granted to DRG by Owner hereunder shall revert to Owner. DRG may also file and Seller shall label and package the Products in accordance with the Standards. The failure by Seller to adhere to any of the terms of this Section 6 shall be a material breach of this The failure by Seller or NSA to adhere to any of the terms of this Section 10 shall be a material breach of this Agreement. The exclusive venue and jurisdiction for any actions related to this Agreement shall be in the state courts in Miami-Dade County, Florida, and to the extent that federal courts have exclusive jurisdiction, the U.S. District Court Exclusive Marketing Rights. Seller shall maintain such inventory on a FIFO basis. Sellers Affiliate shall mean any individual or entity that directly or indirectly controls, is controlled by, or is sell off all inventory in DRGs possession at the time of such termination as follows: DRG shall have one hundred eighty (180) days to continue marketing the Product through the Infomercial and in other marketing channels until any such Which NSA requires from Seller and the delivery requirements certifications, to commence the Roll-Out payment for Products not. Days after the notification bicycle and automotive components Seller will deliver to NSA original duplicate! ( Incoterms 2000 ) Sellers manufacturing facility in Lugano, Switzerland Standards as a of! 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