Manufacturing License - Exclusive
Contents
1. s identified warehouse facilities or freight forwarded Unless specified in Company s order Manufacturer shall select the mode of shipment and the carrier Company shall be responsible for and shall pay all shipping freight and insurance charges which charges Manufacturer may require Company to pay in advance 84 Direct Shipment Ifyou want Company to ship directly leave Section 8 4 in place the period prior to shipment that Manufacturer must supply Company with shipping instructions Company may request that Manufacturer ship directly to any location designated by Company Manufacturer agrees to comply with these requests at no additional charge other than transportation charges provided that Company furnishes Manufacturer with shipping instructions at least 0007 days prior to shipment 8 5 Insurance insurance reimbursement described here may either be redundant or contrary to Shipment section above please adjust accordingly Manufacturer shall procure insurance on behalf of Company to cover risk of damage or loss to shipments while in the warehouse awaiting final delivery to the customers In connection with the delivery and or warehousing of the Products Company may designate in writing not less than 000 business days prior to the shipment date the carrier for shipment and the amount of insurance and nature of coverage Company shall reimburse Manufacturer2. Company shall pay any resulting costs damages and attorney fees finally awarded by a court with respect to any such claims 13 8 2 If the products in the inventory of Manufacturer or the Manufacturing or use thereof become or in Company s opinion could seriously be contended to be the subject of such a claim and if Company cannot offer reasonable proof that such claim is without merit Manufacturer shall permit Company at Company s option and expense either to procure the right for Manufacturer to continue marketing and using such products or BN or modify them so that they become non infringing If neither of the foregoing alternatives is ava lable on terms that Company in its sole discretion deems reasonable Manufacturer shall return such products on written request from Company in which event Company shall grant Manufacturer a credit equal to the amounts paid by Manufacturer for such returned products provided that such returned products are in an undamaged condition 13 8 3 Despite any other provision of this Section 9 5 Company shall not be liable to Manufacturer for any claim arising from or based upon the combination operation or use of any product with equipment data or programming not supplied by Company or arising from any alteration or modification of products 13 8 4 Company shall have no obligation to Manufacturer with respect to any infringement involving or concerning the products e
3. We look forward to a profitable relationship together Sincerely Owner Founder Title Enclosure Manufacturing Agreement Manufacturing Agreement This is a standard introductory paragraph that lists the parties to the Agreement and the date the Agreement is being entered into You need to enter the date of the Agreement the names of the parties the specific type of organization and their addresses The Effective Date of this Agreement Date This Agreement is by and between Manufacturer s Full Legal Name Manufacturer s abbreviated name a State Corporation Partnership Sole Proprietorship with its principal place of business at Manufacturer s Address AND Company Full Legal Name Company a State Corporation Partnership Sole Proprietorship with its principal place of business at Address City State Zip Code Summary following section is like an introduction It states that Company is in the business of developing marketing and supporting certain products and that since Manufacturer has the ability to manufacture those products and will do it exclusively for Company Company is willing to purchase from Manufacturer Company is in the business of developing marketing and supporting certain products defined below Manufacturer wishes to provide manufacturing services for these products and assures Company that it has the facilities pers
4. agree in a separate writing to be bound by such separate or additional terms and conditions 6 4 Cancellation of Orders lt What happens when an order is canceled and states situations where orders will be automatically canceled lt Following are two Section 6 4 1 s Choose the one that first your needs You have two options with regard to Company cancellation The first option is more favorable to Company the second option allows Manufacturer more leeway in canceling its orders Company cannot cancel the initial order but it can cancel subsequent orders up to the first period entered in the brackets before the scheduled delivery date If he cancels between the second and third number of days before the scheduled delivery date the cancellation charge equal to the amount entered in the fourth set of brackets will be charged There is no charge for cancellations made more than the number of days entered in the fifth set of brackets 6 4 1 Company may cancel any order except the Initial Order at any time prior to 000 days in advance of a scheduled delivery date subject to the cancellation charges set forth below If Company cancels deliveries scheduled between 000 and 000 days from the date of cancellation a cancellation charge of xx of the cost of those deliveries will immediately be due and payable to Manufacturer Cancellations of deliveries scheduled more than 000 days from the date of cancellation
5. all of the relationships you have developed along the way Often these relationships can add tremendous value to your business and you want to make sure that all of your agreements can be transferred to the new owners wouldn t want to seek let alone pay for permission to sell my company lt Generally neither party may assign their respective rights to a third party however with the possible exception of assignment to a successor corporation or partnership either party may transfer its rights or obligations under this Agreement without the approval of the other party This Agreement would be binding on the 3rd party However you may want to limit each other s ability to pass along this deal to another possibly unknown and possibly unfriendly entity The second paragraph prevents unauthorized transfer of responsibilities lt CHOOSE one or the other of these two following paragraphs 14 11 Assignability amp Binding Effect Except as expressly set forth within this Agreement neither party may transfer or assign directly or indirectly this Agreement or its rights and obligations hereunder without the express written permission of the other party not to be unreasonably withheld provided however that both parties shall have the right to assign or otherwise transfer this Agreement to any parent subsidiary affiliated entity or pursuant to any merger consolidation or reorganization provided that all such assignees and
6. contained in such literature 13 6 No Copying Without the prior written consent of Company Manufacturer shall refrain from copying reverse engineering disassembling decompiling translating or modifying the Products or granting any other person or entity any right to do so 13 7 Notification Manufacturer shall promptly notify Company of 1 any claims allegations or notification that its marketing licensing support or service of the products may or will infringe the Intellectual Property Rights of any other person or entity and 2 any determination discovery or notification that any person or entity is or may be infringing the Intellectual Property Rights of Company Manufacturer shall not take any legal action relating to the protection or defense of any Intellectual Property Rights pertaining to the products without the prior written approval of Company Manufacturer shall assist in the protection and defense of such Intellectual Property Rights lt Section 14 7 makes it Company s responsibility to defend Manufacturer in the event that a suit is brought claiming an infringement 13 8 Infringement 13 8 1 If notified promptly in writing of and given sole control of the defense and all related negotiations and settlements Company shall defend Manufacturer against any claim based on an allegation that a product supplied under this Agreement infringes any United States Intellectual Property Rights
7. or other proceeding under any bankruptcy or insolvency law is initiated by the other party or is initiated against it and not dismissed or stayed within 000 days lt Where Company or Manufacturer is in material breach the non breaching party can terminate the Agreement if the breach is not cured within the period after receiving notice of the breach Enter the period of time in the brackets 12 1 2 A material breach by t ther party of any of the terms of this Agreement which breach is not remedied by the other party w 000 days of the other party s receipt of notice of such breach or 12 2 Violation of Manufacturer s Rights If Manufacturer supplies products to others in violation of this Agreement Company may terminate the Agreement The Agreement will terminate after the number of days entered in brackets following the mailing of the termination notice This Agreement may be terminated by Company upon the sale or Manufacturing of the products in violation of Company s exclusive Manufacturing rights as described in Section 4 1 The Written notice of termination shall be given by registered or certified mail in which event this Agreement shall terminate 000 days from the date of mailing of the notice 12 3 Fulfillment of Obligations Ifthe Agreement is terminated neither party is released from their financial obligations to the other The second sentence of this section states that if the Agreement is pro
8. they are no longer infringing 10 3 Continued Use Following notice of a claim or demand or a threatened or actual suit Company shall immediately at its own expense procure for Manufacturer the right to continue the use of the products subject to such claim demand or suit or ha failed to obtain such right replace or modify such products to make them non infringing or having failed to replace or modify the products refund to Manufacturer the purchase price of all unsold products If Manufacturer elects to replace or modify any of the products such replacement or modification shall substantially meet the performance and interface specifications of the replaced or modified products lt Even after this Manufacturing Agreement expires or is terminated these warranties and indemnification s are still effective 10 5 Survival of Warranties The warranties and indemnities stated in this Section 10 shall survive the expiration or termination of this Agreement lt Section 12 limits the liability of both Company and Manufacturer 11 Limitation of Liability only warranties that Company is making are those stated in the two previous sections Company is specifically disclaiming any other warranties including all implied warranties of merchantability 11 1 Limitation of Liability The warranties contained in Sections 9 and 10 above are in lieu of all other warranties and conditions expressed or implied inclu
9. with Company s record keeping system lt Section 5 6 requires Manufacturer to comply with all applicable laws 4 5 Compliance with Laws Manufacturer shall comply y all material applicable present and future federal state county local and where necessary coun ame s laws ordinances and regulations relating to the sale of the products 5 Supplier s Rights amp Responsibilities lt Following are two Section 5 15 Choose the one that fits your needs Assuming Company will be providing manual s to Manufacturer you should use the first Section 5 1 If Company will not be providing a manual you should select the second one lt the first insert in the first Section 5 1 indicate how soon after this Agreement is signed that Manufacturer will be required to provide these manuals For the second insert you should try to explain what the manuals will be documenting 51 Service Manual s Within 000 days of execution of this Agreement Company shall provide Manufacturer with manuals documenting the appropriate method s of servicing installing using the products Ca Or 5 1 Service Manual s Company will not provide any manual s regarding the products to Manufacturer 5 2 Implementation of Enhancements 4 Section 6 4 requires Company to cooperate with Manufacturer the event that Manufacturer makes any improvements to the products Company shall cooperate with M
10. Manufacturing License Agreement Exclusive Use this contract template to develop your agreement for product Manufacturing whether you are the distributor or the manufacturer lt Manufacturer is not the exclusive producer of product can be if you are the manufacturer and negotiate for exclusivity but you can have other manufacturers under contract The idea is that the manufacturer will not produce your product s for anyone else 5 Click to Visit Web Page From JIAN NOTICE We wish we could provide an agreement that was tailored exactly to your business While this is not always possible we feel that we ve come very close and that this document provides you with the head start that you need to get your deal moving Nevertheless we must make this disclaimer Do Not Use This Agreement As ls This Agreement Is Not Legal Advice Read it Thoroughly and Make All Appropriate Changes to Fit Your Requirements You Should Have this Agreement Reviewed and Approved by a Qualified Attorney at Law Before Using It JIAN Accepts No Liability for the Effectiveness of This Document For Your Purposes 0000 Free Access to Attorneys Accountants amp Consultants in Your Area We re building a network of business experts who are eager to help you when you need it They can review your work make sug ns handle unique situations and introduce you to influential people On our website you can sear expertise and loca
11. Name Address City State Zip Code Telephone WebSite Address Cover Letter Date Name Title Manufacturer Address Dear First Name Thank you for your interest in hufacturing our products We are looking forward to working with you Attached is our Manufacturing License Agreement in order to establish the terms and conditions of our manufacturing relationship The following is a synopsis of what our agreement says We want you to manufacture our products exclusively for us as well as fully protect our intellectual property We are not related in any way except that you produce our products We own our trademarks but you can use them under certain conditions If we change any arrangements we do it in writing and it becomes part of this agreement There are some time limits for working out any problems and we can end our relationship if we can t work it out We will keep each other s secrets confidential This is our entire deal with each other We won t break any laws Were off the hook in the event of an Act of God We will use binding Arbitration in the event of a dispute and live with the arbitrator s decision whether we like it or not we agree that we both want to prevent any dispute from escalating to an expensive court battle The usual general contract stuff Thank you for doing business with Company If you have any questions please feel free to contact me
12. Right to Injunction If any party shall attempt to use or dispose of any Information or any of its aspects or components or any duplication or modification thereof in a manner contrary to the terms of this Section the other party shall have the right without the necessity of filing a bond or other security in addition to such other remedies that may be available to it to injunctive relief enjoining such acts or attempts it being acknowledged that legal remedies are inadequate lt Whenever one party plans to mention the other party or this Agreement in a press release it must obtain the written permission of the other party 13 4 Press Releases No press releases or other like publicity or advertising of any nature regarding this Agreement that mentions this Agreement or the other party by name shall be released by a party without the prior written Agreement of the other party lt sure that Section your trademarks in sufficient detail as it makes clear exactly what Manufacturer can cannot do with those trademarks 13 5 Trademarks Company shall have and retain sole ownership of the Trademarks including the goodwill pertaining thereto Subject to Manufacturer s compliance with Company s standard cooperative advertising policies Company hereby grants to Manufacturer the right to use and display the Trademarks solely in connection with and solely to the extent reasonably necessary for the marketing Manufacturing a
13. Section 8 15 Choose the one that fits your needs Choose the first Section 8 1 if you want Company to bear the risk of loss for the products until they are actually delivered to Manufacturer Choose the second Section8 1 if you want Manufacturer to assume that risk 81 Risk of Loss Except as provided below title to the products purchased pursuant to this Agreement will pass upon delivery to Company Manufacturer assumes the risk of loss and damage of the products in transit from Manufacturer s shipping point to the point of destination 4 01 8 1 of Loss Except as provided below title to the products purchased under this Agreement will pass upon shipment to Company Company assumes the risk of loss and damage of the products in transit from Manufacturer s shipping point 82 Packaging Company will provide Manufacturer with the products in the Supplier s packaging so that he Distributor doesn t have ndle the products directly Manufacturer agrees to provide appropriate packaging and similar matters as requested by Company in order to permit the products to be shipped directly into Company s distribution system without reopening the boxes or otherwise re handling the finished goods 83 Shipment lt Manufacturer pays all shipping and associated costs All products shall be shipped by Manufacturer F O B Manufacturer s point of shipment Shipments shall be made to Company
14. Tests lt Depending the nature of the product s you may wish to use an acceptance test If Company will formulate an acceptance test for the products leave this section in place Otherwise you can delete it If a product is properly rejected Company must give notice of that rejection to Manufacturer and will not have to pay for that product s Manufacturer shall formulate subject to Company s approval Acceptance Test Procedures Company has the right to conduct acceptance tests on any of the products and may reject those that fail to pass that test Such rejection shall be evidenced by notice of rejection to Manufacturer together with an indication of the basis for that rejection Company shall have no obligations with respect to any products properly rejected by it pursuant to this Agreement 7 Payment Indicate when the payment is due The number of days following the invoice enter amount in the brackets Note this section gives Company a great deal of leeway in changing payment and credit terms 7 1 Payment Company shall pay for products within 000 days after the date of Manufacturer s invoice or on such terms as be otherwise specified in Manufacturer s invoice At Company s option shipments may be made on credit terms in effect at the time an order is accepted Manufacturer reserves the right upon written notice to Company to declare all sums immediately due and payable in the
15. anufacturer a written report of all warranty claims at least once every 000 months 9 8 Non Exclusive Remedy The remedy stated in this Section 10 constitutes the sole and exclusive remedy of Company and insofar as this Agreement effectively so provides with Manufacturer as well as its successors and assigns for any defect or nonconformity in the Products 9 9 Product Liability 9 9 1 Indemnification lt one is a bit of a mind bender try to stay with who is who here may need want to reverse a few conditions as needs be lt So you get sued by a customer for product liability but it s really the manufacturer you can point the finger to and pass the suit through to then they must be enabled allowed to defend themselves at their expense You will too but if they agree to pay any judgment then most of your costs are covered Manufacturer shall indemnify and hold harmless Company for damages or expenses resulting from any claim suit or proceeding brought against Company on the issue of product liability Company agrees that Manufacturer ha right to defend or at its option to settle and Manufacturer agrees at its own expense to defend t its option to settle any claim suit or proceeding brought against Company on the issue of product liability subject to the limitations set forth in this Agreement Manufacturer shall have sole control of any such action or settlemen
16. anufacturer in evaluating reviewing and aggressively implementing enhancements and refinements to the products lt Following are two Section 5 35 Choose the one that fits your needs first Section 6 5 deals with technical support provided by Company directly to Manufacturer If technical support will be provided define the scope of that support The bracketed items are to help you define the parameters of the support The second section should be used if no support will be given Assuming Company will be providing system documentation to Manufacturer you should include the following section This section not only describes the documentation and designates the number to be provided but it allows Manufacturer to reproduce and translate them If Company will not be providing any system documentation you should select the second section 5 3 Technical Support Company shall provide the following technical support during its normal business hours engineering support at no charge to Manufacturer s engineering personnel in the form of telephone consultation and support at no charge to Manufacturer s field engineering personnel in the form of telephone consultation Or 5 3 Technical Support Company shall not provide any technical support to Manufacturer lt Following two more similar sections Choose the one that fits your needs lt For the first insert
17. ave to pay taxes to Company Manufacturer shall not be required to pay taxes for which it provides Company by the time of the submission of its purchase order to Company tax exemption certificates or licenses acceptable to the appropriate taxing authorities 7 5 Financial Shition lt Section 7 5 is a guarantee of Company s financial condition It is assuring Manufacturer of its ability to pay for the amount of products on an annual basis enter amount in the brackets Company represents and warrants that it is and at all times during the term of this Agreement shall remain in good financial condition solvent and able to pay its bills when due Company further represents and warrants that it has and at all times during the term of this Agreement shall retain the ability to order and pay for a minimum of x in total annual orders for products Company shall maintain and employ in connection with Company s business under this Agreement such working capital and net worth as may be required in the reasonable opinion of Manufacturer to enable Company to carry out and perform all of Company s obligations and responsibilities under this Agreement From time to time on reasonable notice by Manufacturer Company shall furnish financial reports as necessary to determine Company s financial condition Manufacturer shall have the right to change its financial requirements at any time 7 6 Manufactu
18. cifically provided in this Agreement shall operate as a waiver of any such right power or remedy 4 Neither party will be blamed if there is a problem resulting from something beyond its control such as an earthquake flood war 14 10 Force Majeure In the event that either party is unable to perform any of its obligations under this Agreement or to enjoy any of its benefits because of any Act of God strike fire flood governmental acts orders or restrictions Internet system unavailability system malfunctions or any other reason where failure to perform is beyond the reasonable control and not caused by the negligence of the non performing party a Force Majeure Event the party who has been so affected shall give notice immediately to the other party and shall use its reasonable best efforts to resume performance Failure to meet due dates resulting from a Force Majeure Event shall extend such due dates for a reasonable period However if the period of nonperformance exceeds sixty 60 days from the receipt of notice of the Force Majeure Event the party whose ability to perform has not been affected may by giving written notice terminate this Agreement He immediately upon such notice or at such later date as is therein specified This section limits the ability of either party to transfer any of its rights or delegate any of its duties to third parties lt You want to make sure that you can sell your business along with
19. demarks amp Intellectual Property Rights Both parties agree to keep the confidential or proprietary information confidential 13 1 Confidentiality Regar Proprietary Information Retention of Property Contract Each party acknowledges th may be furnished with or may otherwise receive or have access to information or material that relates to past present or future products data designs development inventions letters notes media original artwork creative notebooks research software techniques or technical information and including various trade secrets like accounts customer lists and information inventions innovations methods marketing plans pricing structure payment histories production processes records and specifications The Proprietary Information Each party agrees to preserve and protect the confidentiality of the Proprietary Information and all of its physical forms whether disclosed to the other party before this Agreement is signed or afterward Both parties agree that neither will disclose or disseminate any such Proprietary Information or trade secret information directly or indirectly or use any such information for any purpose except for the furtherance of the business contemplated by this Agreement Within three 3 days after the termination of this Agreement or any other time at the other party s request a party shall return to the other party all such Proprietary Information that are in their po
20. ding but not limited to those governing merchantability or fitness for a particular purpose In the event that despite Section 10 Company is found liable for damages based upon any defect of nonconformity in the products its total liability for each defective product shall not exceed the discounted price of such defective product 11 2 Exclusion of Consequential Damages Neither party will be liable for consequential or indirect damages An example of consequential damages would be lost profits when a part failed to work and that caused the factory to shut down In no event shall either party be liable to the other or any dealer or end user for any indirect special or consequential damages including without limitation lost profits costs of delay any failure of delivery or liability to third parties arising from any source even if the party had been advised of the forseeability of the same 12 Termination Section 12 describes situations where this Agreement can be terminated Either party can terminate the Agreement if any of the following occur 12 1 Termination Events This Agreement may be terminated by either party 000 written notice or upon the occurrence of any of the following circumstances Inthe event that bankruptcy proceedings are initiated and not dismissed or stayed within the amount of time entered in the brackets 12 1 1 Any assignment for the benefit of the creditors or any bankruptcy reorganization
21. ended for any other purpose whatsoever or to explain modify or place any construction upon or on any of the provisions of this Agreement Even after the termination of the Agreement the parties may still have certain responsibilities such as keeping information confidential 14 14 Survival of Certain Provisions The warranties and the indemnification and confidentiality obligations set forth in the Agreement shall survive the termination of the Agreement by either party for any reason Understood Agreed amp Jroved We have carefully reviewed this contract and agree to and accept all of its terms and conditions We are executing this Agreement as of the Effective Date above Company Manufacturer Owner Founder Manufacturer Officer Title Title 23 Exhibit A Manufacturing Specifications 24 Exhibit B Trademarks XXX XXX XXX 25 Exhibit C Customers XXX 26 Exhibit D Initial Order XXX XXX XXX 27
22. es trademarks logos and designations and will not thereafter use advertise or display any such names trademarks logos or designations Upon termination of this Agreement the due date of all outstanding invoices for the products shall automatically be accelerated and all such invoices shall become due and payable All orders or portions thereof remaining unshipped as of the effective date of termination may be canceled by Company at its option to the extent they call for delivery more than 000 days after the date of termination Upon termination of this Agreement Company shall have the option exercisable at any time in its discretion to repurchase some or all of the entire remaining uncommitted inventory of the products held by Manufacturer Company shall pay Manufacturer for all products so repurchased if received in a new and re saleable condition an amount equal to the discounted price paid by Manufacturer to Company less a restocking charge of x percent of such price Upon receipt of any products so reacquired from Manufacturer Company shall issue an appropriate credit to Manufacturer s account Despite any termination of this Agreement the provisions in Sections 5 4 through 5 6 7 4 through 7 9 7 11 through 7 14 8 through 12 and 14 through 15 shall remain in full force and effect lt This next section deals with the protection of certain proprietary information 13 Confidential Information Tra
23. event of a breach by Company of any of its obligations to Manufacturer including the failure of Company to comply with credit terms and limitations Furthermore Manufacturer reserves the right to vary change or limit the amount or duration of credit to be allowed to Company either generally or with respect to a particular order 7 2 Interest Insert the monthly interest rate to be applied to delinquent amounts owed by Company Interest shall accrue on any delinquent amounts owed by Company for the products at the rate of x 10 percent per month or the maximum rate permitted by applicable law whichever is less 7 3 Freight Charges Manufacturer may pay freight charges up front and invoice Company for any amounts due If Company wants to designate a shipping company and or wants specific insurance coverage it should do so in writing for at least the amount of time prior to the scheduled shipment date enter the amount of time in the brackets If Company says nothing Manufacturer will do so on its own Manufacturer shall pay initially the cost of freight and any taxes levies duties or fees of any kind nature or description whatsoever applicable to the delivery of all products to Company and Company shall forthwith reimburse Manufacturer for all such sums upon invoice 7 4 Taxes lt long as Company provides tax exemption certificates or licenses to Manufacturer it does not h
24. for all insurance premiums and transportation charges incurred by Manufacturer in the warehousing of these shipments 8 6 Partial Delivery Unless Company clearly advises Manufacturer to the contrary in writing Manufacturer may make partial shipments of Company s orders to be separately invoiced and paid for when due Delay in delivery of any installment shall not relieve Company of its obligation to accept the remaining deliveries unless canceled pursuant to Section 6 4 of this Agreement 87 Delivery Schedule amp Delays Manufacturer shall use reasonable efforts to meet Company s requested delivery schedules for the products Should orders for products exceed Manufacturer s available inventory Manufacturer will allocate its available inventory and make deliveries on a basis Manufacturer deems equitable in its sole discretion and without liability to Company on account of the method of allocation chosen or its implementation 9 Limited Warranty lt This is a general warranty provision that Manufacturer agrees to pass on to its dealers customers it basically warrants that the products are not defective and provides recourse in the event that they are You may want to replace Company with your company s name to avoid any confusion Company agrees to re efective products at its manufacturing facility so long as the end user returns the product post repaid You may wish to change this lt We
25. goodwill connected is conveyed by this Agreement 4 Manufacturer s Rid H amp Responsibilities may or may not want to give the manufacturer any exclusivity however there may be a considerable investment in tooling required to produce your products and the manufacturer wants to have their investment protected In recognition of the investment to be made by Manufacturer in connection with its manufacturing of the products the parties agree to each of the following provisions 4 following section details exactly what is meant by exclusive in this exclusive Agreement 41 Exclusivity 4 Except as specifically explained below Manufacturer is the only entity that will distribute the products anywhere in the world 4 1 1 Company hereby grants Manufacturer the exclusive right to manufacture the products subject to the limitations below and in Section 4 1 2 Itis rumored that some manufacturers make extra copies to be sold out their back door perhaps you ve seen the bootleg videos software and other products for sale on the streets of certain countries 4 1 3 Manufacturer s obligations with respect to Section 4 1 2 shall be limited to refraining from intentionally selling Product to any entity other than Company 42 Modifications 4 Section 9 2 not only prohibits Manufacturer from making changes to the products You should change this if you want Company or Manufacturer to ha
26. have set the duration of the warranty at one year after the product is shipped to the end user eighteen months after shipment from Company to Manufacturer whichever comes first You may wish to modify these periods 9 1 Warranty to Distributor s Customers Manufacturer shall pass on to Company s Customers its standard limited warranty for the Products as follows One Year Limited Warranty For one year after the date of shipment to End user or eighteen months after the date of shipment from Manufacturer whichever first occurs Manufacturer will at its sole discretion replace repair or furnish credit for any product purchased by End user that in Manufacturer s judgment has a defect in material or workmanship provided the product is returned transportation charges prepaid to Manufacturer with Manufacturer s prior permission and return authorization number and provided further that the product has not been misused including electrostatic discharge improperly operated or subject to unauthorized repairs or modifications This warranty is in lieu of all other warranties expressed implied or statutory including the warranty of merchantability and the warranty of fitness or of suitability for a particular purpose and of all other obligations or liabilities on Manufacturer s part and Manufacturer neither assumes nor authorizes any other person to assume for Manufacturer any other liabilities in connecti
27. in the first section indicate the number of copies of the documents Company will be providing For the second insert you should try to explain what the manuals will be documenting The third insert designates the period of time if any following the expiration of this Agreement that be required to provide system documentation 54 System Documentation Company shall provide at no charge to Manufacturer 000 copies of each technical publication document including without limitation service and installation manuals that Company prepares or uses for the products during the Term of this Agreement and for 000 years thereafter Manufacturer may use and or reproduce and or translate such materials in whole or in part but shall reproduce and include any copyright and proprietary notice of Manufacturer on all copies of such materials lt Or 54 System Documentation Company shall provide no system documentation to Manufacturer Section 6 7 requires Company to provide spare parts to Manufacturer at its lowest resale price or it must find an alternative supply lt For the first insert in Section 6 7 state the period following the expiration date of this Agreement during which Company will be required to continue supplying Manufacturer spare parts For the second insert describe what the parts will be used for 5 5 Spare Parts Manufacturer shall during the Term of this Agreement and f
28. license to manufacture the Products exclusively for Company This appointment is subject to the limitations set forth in Section 4 next section makes clear that neither Company nor Manufacturer is authorized to act on the other s behalf and that each is an independent contractor acting on its own behalf It is important for this to be stated since it might appear that one is an agent for the other when in fact neither wants the other to be able to bind it to contracts or otherwise create legal liabilities 3 2 Independent Contractors Company and Manufacturer agree that their relationship is that of the buyer and the seller or the licenser and the licensee and not that of joint venturers principals or agents or franchiser and franchisee Both are independent contractors acting for their own accounts and neither is authorized to make any commitment or representation express or implied on the other s behalf unless authorized to do so by the other in writing lt Section 3 4 says that while Manufacturer may use Company s trademarks and trade names it has no legal right or interest in that property Furthermore Company may set forth specifics regarding their use in writing and Manufacturer must conform its use accordingly 3 3 Use of Trademarks amp Trade Names No right title or interest in or to any trademarks trade names slogans labels and designs used by either Company or Manufacturer nor the
29. may be effected without charge Or 6 4 2 An order may not be canceled by Company unless Manufacturer has failed to ship the order or any portion thereof within 0007 days of the date of Manufacturer s confirmation of such order and Company provides written notice of such cancellation and Manufacturer acknowledges such cancellation in writing and Manufacturer has not yet shipped the order or portion thereof that Company desires to cancel lt certain circumstances Company can cancel orders even after it has accepted them 65 Manufacturer Cancellation Manufacturer reserves the right to cancel or suspend any orders placed by Company and accepted by Manufacturer or refuse or delay shipment thereof if Company fails 1 to make any payment as provided in this Agreement or in any invoice 2 to meet credit or financial requirements established by Manufacturer or 3 otherwise to comply with the terms and conditions of this Agreement 6 6 Rescheduling of Delivery With proper notice deliveries can be rescheduled at no charge lt Enter the minimum number of days notice required to reschedule a delivery For the second insert set the maximum period ostponing a delivery At no charge Company may at any time with at least 000 days prior written notice to Manufacturer reschedule and postpone for up to 000 days the delivery of any products 67 Acceptance
30. nd support of the products within the Territory according to the terms and conditions of this Agreement Manufacturer shall market distribute and support the products only under the Trademarks and not any other trademark or logo Manufacturer shall not use the Trademarks or any other trademarks or trade names of Company or any word symbol or design confusingly similar thereto as part of its corporate name or as part of the name of any product of Manufacturer Manufacturer shall not remove or alter the products copyright notices trademarks and logs or packaging To protect and preserve the goodwill and image of the products Manufacturer shall 1 conduct business in a manner that reflects favorably at all times on the products and the reputation of Company 2 avoid deceptive misleading or unethical practices that are or might be detrimental to Company the products Authorized Dealers or the public including any disparagement of Company or the products 3 make no false or misleading representations with regard to Company or the products 4 refrain from publishing or employing any misleading or deceptive advertising material and 5 refrain from making any representations watranties or guarantees to Authorized Dealers or to the trade with respect to the specifications features or capabilities of the products that are inconsistent with the literature distributed by Company including all warranties and disclaimers
31. of procurement of substitute goods by the customer or for any special consequential or incidental damages for breach of watranty Indicate how long the repairs and warranties are for 94 Repairs are warranted for 000 days 9 5 Manufacturer Duties Manufacturer agrees to honor all replacement requests received by Company from the Dealers or End Users pursuant to the terms of this Agreement pertaining to defective units Company shall instruct all of its Resellers to submit all replacement requests to Company to be forwarded to Manufacturer 9 6 Additional Protection You may or not want to include the following section that provides additional protection for the period of time within the number of months entered in the first bracket The percentage of products have the same problem so you would enter the percent in the second set of brackets For the third insert indicate how soon after the discovery of the problem Manufacturer is required to give notice to Company and for the final insert indicate how long Manufacturer must keep the product before disposing of it If within any 000 month period 00 percent or more of the products while within the warranty period specified in this Agreement exhibit defects of the same kind and nature and such defects are the result of faulty design or workmanship on the part of Manufacturer or defects in materials arising from any cause for which Manufacturer i
32. on with the sale of the said Product If Company s examination does not disclose a defect in material or workmanship on a product claimed to be defective The End user agrees to pay Company s established charges for unpacking testing and repackaging the product for reshipment to the End user This provision states the End user s exclusive and sole remedy for breach of warranty This provision does not extend the original warranty period of any product that has been repaired or replaced by Company This warranty is the only warranty made by Manufacturer with respect to the goods delivered under this Agreement and may be modified or amended only by a written instrument signed by a corporate officer of Manufacturer and accepted by the End user The products that at the End user s request are delivered without complete encapsulation are specifically excluded from the warranty set out in this Agreement All such products are sold as is 9 2 Disclaimer No Other Warranty Except for the express warranty set forth above Manufacturer grants no other warranties express of implied by statute or otherwise regarding the products their fitness for any purpose their quality their merchantability or otherwise 9 3 Limitation of Liability Manufacturer s liability under the warranty shall be limited to replacement repair or credit for the customer s purchase price In no event shall Manufacturer be liable for the cost
33. onnel and technical expertise necessary to effectively and properly manufacture the products 4 You should indicate if Manufacturer can produce the products only for you Manufacturer is willing to assure Company that Manufacturer will produce the Products exclusively for Company In consideration for the mutual promises covenants and Agreements made below the parties intending to be legally bound agree as follows 1 Definitions For purposes of this Agreement the following terms will have the indicated definitions a Agreement This Agreement is by and between Company and Manufacturer a Information The documentation technical information or business information either oral written that Company or Manufacturer furnishes to the other marked as proprietary or confidential or simply treated as such by the disclosing party The Information includes research development or business activities including any unannounced products and services as well as any information relating to services developments services processes plans financial information customer and Supplier lists forecasts and projections Information shall also include the terms of this Agreement A party s information shall be deemed confidential under this Agreement unless the information a is in the public domain through act of other party a lawfully known by the other party from a source other
34. or 000 years thereafter supply to Company at its most buyer favorable then prevailing resale price or develop a competitively priced alternative source of supply for the use operation of the products 6 Purchase Orders lt first insert in Section 6 state the quantity and description of the products comprising the initial order For the second through tenth inserts state the delivery schedule We have broken the initial order into three separate deliveries you can increase or decrease this number For each enter the number to be delivered and the month and year that the delivery is to be completed You should complete Exhibit G which is a copy of the purchase order for the initial order and attach it to the end of this Agreement The last two inserts give Manufacturer the option of increasing the initial order If you elect to keep this option the first insert simply describes the product s and the second insert sets the number it can be increased to If you don t want this option delete the sentence 61 Initial Order lt Section 6 1 sets the exact amount and terms for the initial order Company hereby places effective upon execution of this Agreement an initial order attached to this Agreement as Exhibit D is a copy of the purchase order for the Initial Order 62 Subsequent Orders lt All orders following the initial order are referred to as subsequent orders Section 6 2 states what Manufacturer ha
35. perly terminated neither party can sue the other for damages The termination of this Agreement shall not otherwise release either party from its obligation to pay any sum that may be then or thereafter owing to the other party nor operate to discharge any liability that had been incurred by either party prior to any such termination Except as qualified by the preceding sentence neither party shall by reason of the termination of this Agreement be liable to the other for any damages whether direct consequential or incidental to and including loss of profit or prospective profits of any kind sustained or arising out of any such termination 12 4 Effect of Termination amp Survival lt Manufacturer is terminated Manufacturer may sell the balance of its inventories but that s about it With respect to the first insert this sets the number of days after termination that an order was scheduled to be shipped If the order goes beyond that period Company may cancel The second insert is a restocking fee that Company can charge to Manufacturer to take back products upon termination Upon termination of this Agreement Manufacturer may continue to dispose of its existing inventories of products but Manufacturer shall otherwise discontinue all further promotion marketing and support of the products Without limiting the generality of the foregoing Manufacturer shall cease all display advertising and use of all Company nam
36. rer s Financial Condition lt Section 7 6 is a guarantee of Manufacturer s financial condition It is assuring Company of its ability to pay for the amount of products on an annual basis enter amount in the brackets Manufacturer represents and warrants that it is and at all times during the term of this Agreement shall remain in good financial condition solvent and able to pay its bills when due Manufacturer further represents and warrants that it has and at all times during the term of this Agreement shall retain the ability to order and pay for a minimum of x in total annual orders for products Manufacturer shall maintain and employ in connection with Manufacturer s business under this Agreement such working capital and net worth as may be required in the reasonable opinion of Company to enable Manufacturer to carry out and perform all of Manufacturer s obligations and responsibilities under this Agreement From time to time on reasonable notice by Company Manufacturer shall furnish financial reports as necessary to determine Manufacturer s financial condition Company shall have the right to change its financial requirements at any time 8 Shipment Risk of Loss amp Delivery Section 8 addresses the issue of who bears the risk of loss of the products along with a number of matters related to shipping Again numerous sections are without comments as they are self explanatory Following are two
37. s responsible then Manufacturer agrees to give compensation or render assistance at Manufacturer s sole expense to Company as specified Delivery of replacement products found to be defective to the place designated by Company Field service for the replacement of such defective products or reimbursement to Company of Company s labor costs in replacing such defective products at such rates as may be mutually agreed upon from time to time and Redesign or reprogramming of the products to the extent necessary to cure such defects The warranty provided in this section shall be subject to Manufacturer s satisfaction of the following conditions specifics concerning the failure of the products alleged or found to be defective shall be furnished to Company in writing within 000 weeks of discovery by Company of such defect a defects so specified shall be subject to Manufacturer s verification products alleged or found to be defective shall be disposed of by Company for at least 0007 weeks after Manufacturer receives the written details concerning such defects and Such defective products shall forthwith be returned to Manufacturer by Company freight payable at destination if Manufacturer so requests 97 Notice Requirements Company must give Manufacturer a written report of claims once every designated in brackets number of months Company shall provide M
38. s to specify when making those orders It also says that this Agreement governs those orders not other purchase orders or documents unless agreed to in writing by the other party All subsequent orders shall be in writing or if placed orally shall be confirmed in writing within 0002 business days after such oral order All orders whether in writing or verbal shall specify a this Agreement the quantity and description of the products requested delivery dates a applicable price and a special instructions All orders shall be govemed piy by the terms and conditions of this Agreement No additional or different provisions contained m Company s purchase orders Manufacturer s sales acknowledgments or any other business forms shall be of any force or effect whatsoever unless agreed to in writing by the other party 6 3 Controlling Terms lt Unless otherwise agreed to in writing this Agreement controls all of the terms and conditions of any sales between Company and Manufacturer not purchase orders or other documents The terms and conditions of this Agreement shall apply to each order shipped by Manufacturer under this Agreement Any terms or conditions appearing on the face or reverse side of any purchase order acknowledgment or confirmation that are different from or in addition to those required under this Agreement shall not be binding on the parties even if signed and returned unless both parties expressly
39. sentative of the party against whom such waiver amendment or modification is sought to be enforced Furthermore no provisions in either party s puf jse orders or in any other business forms employed by either party will supersede the terms and conditrohs of this Agreement lt All notices between the parties must be in writing and either delivered in person or by certified or registered mail return receipt requested 14 5 Notices Any notice required or permitted by this Agreement shall be deemed given if sent by registered mail postage prepaid with return receipt requested addressed to the other party at the address set forth in the preamble of this Agreement or at such other address for which such party gives notice hereunder Delivery shall be deemed effective three 3 days after deposit with postal authorities Inthe event of a lawsuit or any legal proceeding involving this Agreement the losing party will have to pay the winning party his or her costs and expenses including reasonable attorney fees 14 6 Costs of Legal Action In the event any action is brought to enforce this Agreement the prevailing party shall be entitled to recover its costs of enforcement including without limitation attorneys fees and court costs lt Legal remedies i e money damages may not be sufficient therefore both parties agree to equitable remedies such as an injunction where the breaching party would be required to do or not to do some
40. ssession or under their control Despite any other provisions of this Agreement the requirements of this Section shall survive termination of this Agreement The parties agree to preserve the confidentiality of the terms of this Agreement while it is in effect and thereafter They may disclose its terms only to their attorneys or tax preparers and then only on the condition that the attorneys or tax preparers agree to preserve the confidentiality of this contract 13 2 Protection of Information Each party acknowledges that the Information is proprietary to the other party and has been developed as a trade secret at their expense Each party agrees that it will exercise the same efforts to hold and use such Information in confidence except as otherwise permitted by this Agreement as it uses to protect its own most confidential business information The previously stated obligations do not apply to any information that 1 is publicly known 2 is given to a party by someone else who is not obligated to maintain confidentiality or 3 a party had already developed prior to the day this Agreement is signed as evidenced by documents Neither party shall retain take or cause to be taken any physical forms of Proprietary Information nor make copies of same without the other party s written permission lt parties acknowledge their respective right to seek an injunction regarding the disclosure of confidential information 13 3
41. t Copyright trade secret or other proprietary rights of others Company has full power and authority to grant the rights granted within this Agreement to Manufacturer and Company has not previously or otherwise granted any other rights in the products to any third party that conflict with the rights in this Agreement granted to Manufacturer lt In the event that Company breaches the warranty described above Company will pay any and all damages and expenses resulting from that breach 10 2 Indemnification Company agrees to defend at its expense and hold Manufacturer harmless from any claim demand or suit against Manufacturer resulting from a breach of any of the warranties set forth above in Section 10 1 and to pay any costs damages or expenses including attorneys fees arising from any such claim demand or suit Company shall have sole control of the defense of such action and all negotiations for its compromise or settlement Manufacturer shall timely notify Company in writing of any such claim demand or suit and at Company s request and expense provide Company with all available information assistance and authority to enable Company to defend the same Company shall indemnify Manufacturer for all such costs damages and expenses as they are incurred In addition to paying for damages from a breach of this warranty Company agrees to try to obtain the right to the products so that
42. t negotiations and Manufacturer agrees to pay subject to the limitations of this Agreement any final judgment entered against Company on such issue in any such suit or proceeding defended by Manufacturer Company agrees that Manufacturer shall be relieved of the foregoing obligations unless Company notifies Manufacturer promptly in writing of such claim suit or proceeding and gives Manufacturer authority to proceed as contemplated herein and at Company s expense gives Manufacturer proper and full information and assistance to settle and or defend any such claim suit or proceeding 9 9 2 Entire Liability The foregoing provisions of this Section 10 9 state the entire liability and obligations of Manufacturer and the exclusive remedy of Company with respect to any alleged product liability suit related to the Products or any part thereof 10 Ownership Warranty amp Indemnification Section 10 deals with warranties by Supplier to Distributor that it has the right to manufacture and or sell the products to Distributor and if it turns out that it doesn t Supplier agrees to indemnify or reimburse Distributor for any resulting damages Company warrants that he has the right to supply the products to Manufacturer 10 1 Supplier Ownership Warranty Company represents and warrants to Manufacturer that the products are the originals with Company the products do not infringe upon any paten
43. than the first party with no restriction of confidentiality or a must be disclosed by requirement of law or generally accepted accounting principles Term The duration of this Agreement Below describe as fully as possible all of the products to be supplied to Manufacturer For example the 6 string electric guitar called the Mojo Shredder the 5 string electric bass called Swamp Stomper 5 Of course you will add more detailed product descriptions and specifications in the Exhibit A a Products The Describe the products developed or owned by Company along with all options to the products all future versions of the products and all enhancements revisions derivative works and or modifications made to the products by Company Full manufacturing specifications in Exhibit A attached a End User Any person or entity who ultimately obtains the product Intellectual Property Ri The intangible legal rights or interests evidenced by or embodied in any idea design concept nique invention discovery or improvement regardless of patentability but including patents patent applications trade secrets and know how any work of authorship regardless of copyright ability but including copyrights and any moral rights recognized by law and any other similar rights in each case on a worldwide basis Quota Specified minimum quantities of the products as set forth in Exhibit C attached to
44. the end of this Agreement consisting of an initial purchase order and a continual minimum monthly volume commitment Trademarks The Trademarks specified in Exhibit D attached to the end of this Agreement 2 Term You must establish duration of the agreement it cannot be open ended Note that you can always renew this or any other Agreement upon the mutual consent of the parties This Agreement shall commence on the Effective Date above and shall terminate Month Day Year following the Effective Date unless it terminates sooner according to the provisions of this Agreement The Parties may renew this Agreement in writing upon mutual Agreement lt There are certain clauses in this Agreement that you will want to continue referred to as survive the actual termination of the Agreement For example while the Agreement may terminate warranties regarding the products would still be effective depending on how you wrote the Agreement lt also the Agreement Extension 21 Continuation or Survival of Certain Sections Certain sections as indicated below will survive and remain effective even after the termination of this Agreement All other rights and obligations of each party to the other shall terminate upon the termination of this Agreement 3 Relationship 31 Exclusive Customer Company grants Manufacturer and Manufacturer accepts from Company an irrevocable non transferable right and
45. thing 14 7 Inadequate Legal Remedy Both parties understand and acknowledge that violation of their respective covenants and Agreements may cause the other irreparable harm and damage that may not be recovered at law and each agrees that the other s remedies for breach may be in equity by way of injunctive relief as well as for damages and any other relief available to the non breaching party whether in law or in equity Assuming the parties wish to use Arbitration in the event of a dispute the following section should be included You take your chances with an arbitrator but it keeps legal costs down and keeps you out of a drawn out legal process 14 8 Arbitration Any dispute relating to the interpretation or performance of this Agreement shall be resolved at the request of either party through binding arbitration Arbitration shall be conducted in County State in accordance with the then existing rules of the American Arbitration Association Judgment upon any award by the arbitrators may be entered by any state or federal court having jurisdiction Company and Client intend that this Agreement to arbitrate be irrevocable 21 lt delaying to bring an action that one party has a right to bring does not cause that party to lose or waive his right to pursue that action 14 9 Delay is Not a Waiver No failure or delay by either party in exercising any right power or remedy under this Agreement except as spe
46. tion then e mail or jump straight to their website Although they are professionals and charge for their services most offer an initial consultation free of charge They re in your area and you can contact them directly a Please visit our website under Expert Referral Network Ongoing Update Service Keeps You Current Things change laws change the world changes new ideas come along all the time When you register you can access our website to get updates and changes like new and improved spreadsheets and documents They can be downloaded directly to your computer a Please visit our website under Updates a Remember to bookmark our website www JIAN com Editing Your Sample Contract Since this entire agreement is formatted in Word you can edit it like any other Word document You can jump from variable to variable by clicking the above lt green arrows Menu which will take you forward backward and highlight the entire sample text identified within the brackets simply edit type over with your information To make sure your have filled in all the variables use Word s FIND function to locate any which may contain an unedited variable a Click the Fo icon in the JIAN menu above to turn the expert comments on off a Upon completion delete any unnecessary blank lines that remain You may format this document any way you like a Delete this page lt Company Legal
47. transferees agree in writing to be bound by the terms of this Agreement prior to such assignment or transfer Subject to the foregoing this Agreement shall be binding upon and inure to the benefit of the parties hereto their successors and assigns paragraph DOES NOT ALLOW either party to transfer its rights to a successor company without prior approval 14 11 Non Assignability amp Binding Effect Except as otherwise provided for within this Agreement neither party may assign any of its rights or delegate any of its obligations under this Agreement to any third party without the express written permission of the other Any such assignment is deemed null and void 22 lt part of this Agreement is unenforceable or invalid the balance of the Agreement should still be enforced Basically ignore any sections that are invalid 14 12 Certain Sections Invalid If any provisions of this Agreement are held by a court of competent jurisdiction to be invalid under any applicable statute or rule of law they are to that extent to be deemed omitted and the remaining provisions of this Agreement shall remain in full force and effect headings of the various sections are meant to explain or otherwise give meaning to those sections they are for convenience only 14 13 Headings The titles and headings of the various sections and sections in this Agreement are intended solely for convenience of reference and are not int
48. ue of the federal and state courts within the state of State Each party hereby irrevocably consents to the service of process in any 20 such action or proceeding by the mailing of copies thereof by registered or certified mail postage prepaid to such party at its address set forth in the preamble of this Agreement such service to become effective thirty 30 days after such mailing This Agreement is intended be the only Agreement and that no other documents communications are binding Therefore it is very important to make sure that everything Company and Client have agreed to is included in this Agreement Otherwise it is as if it was not agreed to 14 3 Entire Agreement This Agreement including the attached exhibits constitutes the entire Agreement between both parties concerning this transaction and replaces all previous communications representations understandings and Agreements whether verbal or written between the parties to this Agreement or their representatives No representations or statements of any kind made by either party which are not expressly stated in this Agreement shall be binding on such parties Any changes to this Agreement must be in writing and signed by the party against whom that writing is to be used 14 4 All Amendments in Writing No waiver amendment or modification of any provisions of this Agreement shall be effective unless in writing and signed by a duly authorized repre
49. ve greater rights with respect to modifications Manufacturer shall have no right to modify any of the Products and may not combine such with other products or material to form derivative works All rights in improvements made by Company shall be held exclusively by Company Manufacturer may not use reproduce or distribute Company s Products or derivative works in any manner except as otherwise expressly provided under this Agreement 4 3 Other Products following section prohibits Company from selling products that are similar to the products defined in this Agreement If Company will be able to sell such products you should say so Manufacturer shall not produce or sell any products with specifications comparable to those of the Products described in this Agreement 4 4 Reports Manufacturer shall deliver to Company no later than 0007 days after the end of each month during the term of this Agreement and for 000 days thereafter a written report showing for the preceding month 1 Manufacturer s current inventory of each product listed in units 2 the quantity of each product shipped into a zip code area 3 the number of returns of or refunds on products granted and 4 other relevant information for the prior month as requested from time to time by Company Manufacturer shall cooperate with Company to make the format microcomputer environment and coding of its monthly records compatible
50. xcept as stated in this Section 13 8 14 General Provisions General Provisions that follow are fairly standard These provisions enhance the balance of the Agreement by explaining issues such as notice assignment legal remedies waiver and attorney fees 14 1 Independent Contractors The relationship between both parties established by this Agreement is that of independent contractors and nothing contained in this Agreement shall be construed to give either party the power to direct and control the day to day activities of the other Neither party is an agent representative or partner of the other party Neither party shall have any right power or authority to enter into any agreement for or on behalf of or incur any obligation or liability of or to otherwise bind the other party This Agreement shall not be interpreted or construed to create an association agency joint venture or partnership between the parties or to impose any liability attributable to such relationship upon either party 4 You must decide which state governs this Agreement and where any legal action would be taken Generally it is your company s state of residence 14 2 Governing Law amp Jurisdiction This agreement and the parties actions under this Agreement shall be governed by and construed under the laws of the state of State without reference to conflict of law principles The parties hereby expressly consent to the jurisdiction and ven
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