CONTRACT
MANUFACTURING AGREEMENT DRAFT FORMAT WITH TERMS
& CONDITIONS
CONTRACT
MANUFACTURING AGREEMENT
This Agreement is entered on this the _________ day of May, 2026
BETWEEN
Stabnet
Creation Pvt Ltd ,a company incorporated under the Companies Act, 1956 and having its registered office at 45, N S Road,
Doltala, Kolkata, 24 Parganas (North), West Bengal – 700001, India herein after
referred to as “PARTY OF THE
FIRST PART” (which expression
shall include its successors and assigns)
AND
____________________,
a company incorporated under the Companies Act,1956 and having its registered
office at ______________ hereinafter referred to as the “PARTY OF THE SECOND PART” (which expression shall include its
successors and assigns).
WHEREAS, PARTY
OF THE FIRST PART desires to appoint the PARTY OF THE SECOND PART, as a contract manufacturer for the manufacture of masks
and other protective equipment which shall be solely and exclusively manufactured
by the PARTY OF THE SECOND PART for the production and supply of such mask and protective
equipment to the PARTY OF THE
FIRST PART as required, upon the terms and
conditions set forth herein.
NOW, THEREFORE, PARTY OF THE FIRST PART and PARTY OF THE SECOND PART want to formalize their conduct of doing business in the current agreement, and have agreed to lay down the terms and conditions of their contract manufacturing agreement as follows:
ARTICLE I – DEFINITIONS
1.1 Whenever used in this Agreement, the following terms shall have the following meanings respectively, unless otherwise specified:
(a) “Effective Date” means the date of entering this agreement;
(b) “Intellectual Property” means and includes the production technology;
(c) “Person” means any person, individual, firm, association, syndicate, partnership, joint venture, trustee, trust, corporation, division of a corporation, unincorporated organization or other entity or a government agency or political subdivision thereof;
(d) “Goods” means masks and other protective equipment
(e) “Term” means the term of this Agreement as set forth in Article III
ARTICLE II – MANUFACTURE AND SUPPLY OF THE GOODS
2.1 Subject to the terms agreed in this contract, PARTY OF THE SECOND PART shall manufacture and supply the Good(s) to PARTY OF THE FIRST PART(hereinafter: “the Good” or “the Goods”).
2.2 PARTY OF THE SECOND PART shall manufacture the products under close supervision of and directions by PARTY OF THE FIRST PART. PARTY OF THE FIRST PART shall therefore provide PARTY OF THE SECOND PART instructions as regards to the manufacturing process, the technical details as well as the amount to be produced.
2.3 PARTY OF THE FIRST PART shall at its own cost and free of charge disclose to PARTY OF THE SECOND PART such of its technology as is necessary to enable PARTY OF THE SECOND PART to manufacture the Goods in accordance with the specifications as provided by PARTY OF THE FIRST PART.
(a) Any such disclosure of technology shall be subject to the confidentiality provisions of this agreement.
(b) PARTY OF THE SECOND PART shall not supply the to any person other than PARTY OF THE FIRST PART either during the course of this agreement or even after that. This is the basic essence of the agreement to have an exclusive arrangement and that the PARTY OF THE SECOND PART undertakes to not produce the Goods other than for the PARTY OF THE FIRST PART.
2.4 Either party may at any time request that the Goods be adapted/amended in order to comply with any applicable safety or other statutory requirements.
ARTICLE III – TERM
3.1 The initial term of this Agreement shall come into effect on the Effective Date and, unless terminated earlier in accordance with the terms of this Agreement, shall continue in full force and effect for a period of 3(Three) years.
ARTICLE IV – COOPERATION OF THE PARTIES FOR IMPROVEMENTS AND MODIFICATIONS
4.1 PARTY OF THE FIRST PART and PARTY OF THE SECOND PART shall meet periodically to review any matters likely to be relevant in relation to the manufacture, sale, use or development of the Goods.
4.2 Without limiting the general scope of Article4.1:
(a) PARTY OF THE FIRST PART shall provide PARTY OF THE SECOND PART with details of any improvement or modification which it wishes to be incorporated into the Goods from time to time which the PARTY OF THE SECOND PART shall adhere to ; and
(b) PARTY OF THE SECOND PART shall provide PARTY OF THE FIRST PART with details of any improvement which is made, developed or acquired by PARTY OF THE SECOND PART from time to time.
4.3 An improvement as referred to in this section means any development, enhancement or derivative of the Good, or its design or manufacturing process, which would make The Good cheaper, more effective, more useful or more valuable, or would in any other way render the Good preferable in commerce.
4.4 The title to and all intellectual property rights in respect of any improvement made, developed or acquired by either party shall belong to PARTY OF THE FIRST PART.
ARTICLE V – PRODUCT PRICING AND PAYMENT
5.1 Subject to and in accordance with the terms and conditions hereof, PARTY OF THE SECOND PART agrees to sell the goods to PARTY OF THE FIRST PART, and PARTY OF THE FIRST PART agrees to buy the goods from PARTY OF THE SECOND PART.
5.2
All
the requisite raw materials will be purchased by the PARTY OF THE FIRST PART and provided to the PARTY OF THE SECOND PART.
5.3
As
a compensation for its manufacturing activities, PARTY OF THE SECOND PARTshall be entitled to a fee calculated and
communicated through a separate intimation which shall be fixed for the entire
term of this agreement.
ARTICLE VI – QUALITY
6.1 PARTY OF THE SECOND PART guarantees that the quality of Goods supplied under this Agreement shall meet, at the time of delivery to PARTY OF THE FIRST PART a quality required by the contract and free from defects in design, workmanship or materials.
6.2 PARTY OF THE FIRST PART will have the right to designate their person at the production site to monitor the production.
6.3 PARTY OF THE FIRST PART shall, following receipt of the Goods, examine these Goods and satisfy itself that it meets its requirements. If any Good is rejected as it is found to be defective, PARTY OF THE SECOND PART will replace such defective Good with replacement Good free of defect and this replacement Good shall constitute the sole and exclusive liability of PARTY OF THE SECOND PART in respect to the defective Good.
ARTICLE VII – ADDITIONAL OBLIGATIONS OF PARTY OF THE SECOND PART
7.1 In addition to any other obligations set forth herein, PARTY OF THE SECOND PART shall:
(a) use its best efforts in the performance of its obligations under this Agreement, including without limitation, in respect to the manufacturing of the Goods;
(b) commit and adhere to the highest standards of operation, including those standards that may be prescribed by PARTY OF THE FIRST PART from time to time;and
(c) comply with and cause any sub-contractors or other Persons appointed by it to comply with all applicable laws, rules, regulations and/or guidelines relating to the manufacturing, use, storage, handling, transportation, distribution, sale, transfer and/or disposal of the Goods, as well as with the terms and conditions of this Agreement.
(d) Strictly follow the exclusivity arrangement and only manufacture or cause to be manufactured for the sole purpose of PARTY OF THE FIRST PART be it the product including any modifications/improvements or development of new product. This exclusivity of knowhow will not cease to exist with the expiry of this agreement but will continue for a further period of two years even after the termination or expiry of this agreement.
ARTICLE VIII – INTELLECTUAL PROPERTY
8.1 PARTY OF THE FIRST PART authorizes PARTY OF THE SECOND PART, for the purposes of exercising its rights and performing its obligations under this contract to use the technology disclosed under Article 2.3 and any Intellectual Property of PARTY OF THE FIRST PART in respect of the technology.
8.2 Subject to Article 8.1, PARTY OF THE SECOND PART shall have no rights in respect of any of the technology disclosed under Article 2.3, any Intellectual Property of PARTY OF THE FIRST PART in respect of it, and PARTY OF THE SECOND PART shall not use any of that technology or Intellectual Property except for the purposes specified in Article8.1 and otherwise in accordance with this Agreement.
ARTICLE IX – TERMINATION
9.1 This Agreement may be terminated by theParty of the First Part any time in the event that the Party of the Second Part commits a material breach of any provision of this Agreement and such other party fails to remedy such breach within 15 (Fifteen) days after receipt of written notice specifying the breach from the non-defaulting party.
9.2 Early termination pursuant the above paragraph shall not relieve either party of any obligation arising hereunder prior to such termination.
9.3 Upon termination of this Agreement for any reason whatsoever:
(a) PARTY OF THE SECOND PART shall promptly return to PARTY OF THE FIRST PARTall confidential information, access to Intellectual Property rights and any other materials and documents given to PARTY OF THE SECOND PART and relating to this Agreement or otherwise to the business of PARTY OF THE FIRST PART;
(b)
PARTY OF
THE SECOND PART shall cease use of PARTY
OF THE FIRST PART’s Intellectual Property and shall thereafter refrain from
holding itself out as a contract manufacturer of PARTY OF THE FIRST PART;
(c) PARTY OF THE FIRST PARTshall not be liable to PARTY OF THE SECOND PARTby reason of the proper termination of this Agreement for any damages, whether direct, consequential or incidental, on account of the loss of prospective profits on anticipated sales or on account of expenditures, investments, leases or commitments in connection with the business, arising from such termination of this Agreement.
ARTICLE X – FORCE MAJEURE
No failure or omission by PARTY OF THE FIRST PART or PARTY OF THE SECOND PART in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of either party, including but not restricted to acts of God, acts or omissions of any government, or agency thereof, rebellion, insurrection, riot, sabotage, invasion, quarantine, restrictions, strike, lock out and transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore. If force majeure continues for a period of more than 2 (Two) months, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
ARTICLE XI – MISCELLANEOUS
11.1 Except as otherwise provided herein, this Agreement may not be amended or otherwise modified except in writing signed by both parties.
11.2 The agreement herein is not assignable and or transferrable.
ARTICLE XII – GOVERNING LAW AND ARBITRATION
12.1 This Agreement is governed by the laws of India.
12.2 In the event a dispute arises in connection with performance of this Agreement, the Parties shall attempt to solve such dispute through mutual discussions. If no mutually acceptable settlement of such dispute is reached, such dispute shall be referred to a Sole Arbitrator appointed by the PARTY OF THE FIRST PART. The arbitral award is final and binding upon the Parties. The Place of arbitration shall be Kolkata. The Courts at Kolkata shall have exclusive jurisdiction to try and resolve the disputes.
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the day and year first written above.
For and on behalf of the PARTY OF THE FIRST PART
___________________________
For and on Behalf of the PARTY OF THE SECOND PART
_______________________________
Witness
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