In the INTERNATIONAL MANUFACTURING AGREEMENT TEMPLATE the company provides the manufacturer with all the specifications, and possibly also the materials necessary for the manufacturing process

1. INTERNATIONAL MANUFACTURING Agreement
1. Definition
2. Parties to the Agreement
3. Main clauses
3.1 Appointment
3.2 Orders
3.3 Inspection and testing
3.4 Prices
3.5 Intellectual Property Rights
4. Applicable Law
5. Model Agreement
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2. This agreement is used when one company arranges for another
company in a different country to manufacture its products; in
other words, international subcontracting. The company which
subcontracts the manufacturing is usually based in a developed
country, and the manufacturer in a developing country.
Thecompanyprovidesthemanufacturerwithallthespecifications,
and possibly also the materials necessary for the manufacturing
process. Similarly, the rights to industrial property (patents,
trademarks, industrial designs and utility models, etc.) which are
to be used for manufacturing the products, are granted to the
manufacturer for the term of the agreement.
1. DEFINITION
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3. Usually both parties are companies. For each party, the
following has to be included:
• Name of company, full address and nationality.
• Company type: public limited company, limited liability
company, etc.
• Name and position of company representative who signs
the agreement.
• Tax ID number of both parties.
2. PARTIES TO THE Agreement
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4. Some of the most important clauses in the International
Manufacturing Agreement are as follows:
• Appointment
• Orders
• Inspection and testing
• Prices
• Intellectual Property Rights
3. MAIN CLAUSES AND SAMPLE
See sample of International Manufacturing Agreement
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5. “The Company appoints the Manufacturer to manufacture the products.”
“The Manufacturer agrees to manufacture all products describe in Annex
1 of this Agreement in accordance with orders issued by the Company and
to supply the products as set out in this Agreement.”
“This Agreement shall commence on the date written above and continue
for an initial period of ……… [6 or 12] months. It shall then continue for
further consecutive periods of ……… [6 or 12] months until terminated
by the Company at any time on one month’s written notice to expire at the
end of the initial or any subsequent period of …… [6 or 12] months.”
3.1 APPOINTMENT
See sample of International Manufacturing Agreement

6. 3.2 ORDERS
“Each order for products shall be in writing and shall contain a detailed specification
to enable the Manufacturer to fulfil the order including any special requirements and
the date for delivery of the completed Products.”
“Unlessotherwiseagreedinwritingwhenanorderisplaced,thetermsandconditions
in this Agreement will apply to it.”
“TheManufacturerwillpromptlyconfirminwritingreceiptof eachorderandconfirm
to the Company the delivery date of products based on the information provided
by the Company. Any discrepancy or omission in the information supplied by the
Company must be notified by the Manufacturer to the Company within …… [3, 5,
7] calendar days of the date of each order.”
See sample of International Manufacturing Agreement

7. “Company shall be given access to The Manufacturer’s works during
ordinaryworkinghours[8am.to6pm.]onanyworkingday,on……[3,
5,7,10]calendardaysnoticetoenableittoinspectandattendtestsof the
products during manufacture. Inspection will not constitute acceptance
of any products by the Company. The Manufacturer will also allow
access to customers or prospective customers of the Company upon
reasonable written notice being given.”
3.3 INSPECTION & TESTING
See sample of International Manufacturing Agreement

8. 3.4 PRICES
See sample of International Manufacturing Agreement
“The prices payable by the Company for products under this Agreement shall
be agreed in writing between the Parties annually or at other agreed intervals.
The EXW (Ex Works) prices for products at the date of this Agreement are set
outintheAnnexof thisagreement.Thesepricesareexclusiveof VATandother
taxes which will be payable in accordance with the Tax Laws in the countries
where the Company and the Manufacturer are based.”
“The prices include packing of all products. Transportation of each Product to
thedestinationestablishedbyCompanywillbetheresponsibilityof Manufacturer
andthereasonablecostswillbeeimbursedbyCompanyagainstcopiesof invoices
or other evidence of payment as required by Company.”

9. “The Manufacturer acknowledges that all designs, specifications, trademarks,
copyright, patents, know-how and other Intellectual Property Rights in the
products,(togetherreferredtoas“IPRights”)arethepropertyof TheCompany
and The Manufacturer shall not acquire any rights or benefit in Company’s
IP Rights under this Agreement, except a licence to use the IP Rights for the
purpose of this Agreement while it remains in force.”
“The Manufacturer shall not either during this Agreement or at any time after
its termination use or permit the use of any of the designs or specifications or
other IP Rights of the Company for the manufacture of any products for any
third Party.”
3.5 INTELLECTUAL PROPERTY RIGHTS
See sample of International Manufacturing Agreement

10. International Law standards are not applied to this type
of Agreement.
The parties are free to submit any conflicts regarding the
agreement to International Arbitration or to the Laws of
the country of one of the parties. They will normally be
subject to the Laws of the country in which the products
are manufactured.
4. Applicable Law
See sample of International Manufacturing Agreement

11. In order to obtain the model agreement in
Word format and the user guide, click on:
International Manufacturing Agreement
5. MODEL Agreement
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