oem协议书英文.doc

oem协议书英文 oem英文篇一：OEM 合作协议 - 英文 OEM Cooperation Agreement This Contract is entered on Party A: With principle office address: Party B: With principle office address: Section 1. Definitions and Interpretation. 1.1 Cooperation Manner: Both Parties agree that Party A shall sell the products by OEM, Meanwhile, Party B shall develop, manufacture and provide, by OEM , Products with the brand designated by Party A (the “Products”). 1.2 Definitions: 1.2.1 Products： 1.2.2 OEM: The Products with the brand “TBS” designated by Party A shall be technically based on the products developed and designed by Party B and approved by Party A. 1.2.3 Purchase Order: The formal Purchase Order placed by part A, for buying Mini Fly Air Moue from part B. Section 2. Brand and Trademark: 2.1 Party A grants Party B to use the Brand and Trademark on the products. 2.2 Party B undertakes not to use the Trade Mark in any way without the expressed approval of Party A. The Trade Mark can only be used in products as approved by parties. 2.3 Party A warrants that the Brand and Trademark do not infringe any admissible intellectual property right of any third party, Otherwise, Party A shall indemnify Party Bs loss and damage result from such infringement (including but not limited to attorney fee, any penalty, damage or compensation) 2.4 Party A shall provide Party B with the corresponding brand symbol, brand LOGO image and other relevant brand and/or design. The cost of putting the brand on the Products shall be for the account of Party B. Section 3. Rights and Obligations 3.1 Party A warrants that it shall not divulge relevant technical materials to a third party. In case of violation by Party A of its warranty, Party B shall have the right to terminate this Agreement immediately by giving written notice to Party A. 3.2 Party A further warrants that it will not dismantle or dissect the Products or counterfeit the Products. In case of violation by Party A of its warranty, Party B shall have the right to terminate this Agreement immediately by giving written notice to Party A. When the Intellectual Property Rights of Party B is violated, Party B shall have the right to claim the legal and/or economic compensation from the Party A.3.3 Party B warrants that it shall not directly or indirectly contact with Party As customer or sell product, whether directly or indirectly to Party As customer, except the approval of Party A. 3.4 Party B warrants that the Products do not infringe any admissible intellectual property right of any third party, including, but not limited to, copyright, patent and/or trade secret. 3.5 Party B warrants and shall provide the technical materials covering the Products and shall help Party A finish the corresponding advertising materials and manuals. 3.6 Party B warrants and shall provide Party A with relevant written instructions covering technical problems under the Users Service. 3.7 Party B warrants and shall inform Party A of any a new product. Section 4. Settlement of Disputes 4.1 The validity, interpretation and implementation of this Contract shall be governed by the laws of the People s Republic of China. 4.2 In the event of any dispute, controversy or claim arising out of or relating to this Contract, the Parties shall attempt in the first instance to resolve such dispute through friendly consultations. In the event that no settlement can be reached, such disputes shall then be submitted to SHENZHEN for arbitration. Company name company nameoem协议书英文篇二：OEM代理协议摹本(英文) OEM Agreement vr.1 For Discussion Only OEM AGREEMENT BETWEEN AA AND BB _, the Peoples Republic of China _ 2007OEM Agreement vr.1 For Discussion Only Table of Content 1. Term of the Agreement . 3 2. Purchase and Sale of Products . 3 3. Forecasts . 4 4. Prices, Payment and Cancellation . 5 5. Delivery Term, Packaging, and Credit Returns . 6 6. Manufacturing Requirements . 6 7. Warranties . 7 8. Indemnification . 8 9. Engineering Changes . 9 10. Insurance Requirements . 10 11. Force Majeure . 10 12. Confidential Information . 11 13. Compliance with Laws . 11 14. Intellectual Property . 12 15. Notification of Business Activities and Right to Terminate . 12 16. Early Termination . 13 17. Miscellaneous. 13 18. Counterparts . 14 19. Notices . 14 Exhibit A . 17 2OEM Agreement vr.1 For Discussion Only OEM AGREEMENT This OEM Agreement (this “Agreement”) is made as of_, 2007, by and between the following AA, through its Climate Systems Division, a limited liability company duly established and existing under the laws of the State of Indiana (Ohio) of the United States of America1, with a principal place of business at _ (“AA”); and BB, a limited liability company duly established and existing under the laws of the Peoples Republic of China (the “PRC”), with its registered address at _ (“BB”). AA and BB are hereinafter referred to collectively as the “Parties” and individually as the “Party”. WHEREAS, BB desires to manufacture, and AA desires to purchase, certain products in accordance with the terms and conditions of this Agreement, and with the specifications from AA or as a result of the Parties joint consultation (the “Products”). NOW THEREFORE, in consideration of the mutual promises of the parties contained herein and for other good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto intending to be legally bound agree as follows: 1. Term of the Agreement This Agreement shall commence on _, 2007 and shall continue in force for twelve (12) months. Thereafter, the Agreement shall be automatically extended for additional twelve (12)-month periods unless cancelled by either party upon ninety (90) days prior written notice. 2. Purchase and Sale of Products (a) During the term of this Agreement, and subject to the terms and conditions hereinafter set forth, BB will manufacture, assemble, test and sell to AA and AA will purchase from BB those Products designated by AA from time to time in the purchase orders (the “Purchase Orders”). AA shall provide to BB information sufficient to permit BB to manufacture the Products. The Products and the annual maximum purchase quantity for each Product shall be listed in Schedule A attached hereto, which may be 1 To be confirmed further 3OEM Agreement vr.1 For Discussion Only subject to addition or change pursuant to the Parties mutual agreement from time to time. (b) AA may order Products under this Agreement by issuing the Purchase Orders to BB. For the purpose of this Agreement, the “Purchase Orders” means purchase orders or any orders supplemental thereto. BB shall not provide Products pursuant to oral or other instructions unless confirmed by a Purchase Order. The Purchase Order shall identify: (i) Date issued; (ii) Identification of Products ordered by quantity, model number, revision and description;(iii) Price; (iv) Requested delivery date; and(v) Shipping instructions, including without limitation requested shipment date and shipping term etc.(c) The terms and conditions of this Agreement shall prevail over any conflicting or inconsistent preprinted terms and conditions contained in a Purchase Order and any terms and conditions contained in BBs order acknowledgments, invoices or similar documents. (d) BB shall acknowledge and accept each Purchase Order in writing within three (3) working days of receipt. The acknowledgment shall be deemed an acceptance of a Purchase Order unless otherwise specified in the acknowledgment. If BB proposes modifications, the Purchase Order shall not be effective until AA provides its written consent. If BB does not acknowledge a Purchase Order within three (3) working days of receipt, BB will be deemed to have accepted the Purchase Order as submitted. 3. Forecasts (a) AA shall provide to BB a twelve (12)-month rolling forecast of the Products to be ordered in the succeeding twelve (12)-month period. Such forecast shall be updated in the first week of each calendar quarter during the term of this Agreement. The initial forecast will be the base used for setting yearly volumes and determining pricing. The forecast itself does not constitute a contract or other binding obligation of purchase or otherwise. 4OEM Agreement vr.1 For Discussion Only (b) Purchase Orders and release schedules shall allow sufficient time to permit BB to obtain long-lead-time components (components that exceed eight (8) weeks lead time). BB will utilize the forecasts to secure such components. (c) Unless the Agreement is terminated pursuant to Article 16 hereof, AA may make changes to orders and schedules provided that:(i) The order for Products in the nearest three (3)-month period will be non-cancelable, for which AA shall pay the Price (including cost and mark-up) including in the Purchase Orders;(ii) Orders beyond the immediately succeeding three (3)-month period may be increased or decreased by AA on notice to BB.(iii) AA will also be responsible for material costs plus quoted markup on long-lead time-items and minimum buy components which BB has purchased either to meet AA forecasts or on written authorization from AA. BB shall try its best to negotiate with its vendors the right to cancel contracts, without penalty, on no more than thirty (30) days notice. 4. Prices, Payment and Cancellation (a) The Parties shall agree on pricing for all Products based on the initial forecast, and annually thereafter, based on the forecast for the succeeding twelve (12)-month period. Unit prices shall be specific to Product model and revision l