OEM协议-中英文对照
oem 英文合同范本
oem 英文合同范本This OEM Agreement ("Agreement") is entered into as of the ____ day of ____, 20___ (the "Effective Date") and between _____________, a corporation organized and existing under the laws of _____________, with its principal place of business at _____________ ("Manufacturer"), and _____________, a corporation organized and existing under the laws of _____________, with its principal place of business at_____________ ("OEM").1. Appointment. Manufacturer here appoints OEM as its nonexclusive OEM to manufacture and sell the Products (as defined below) in the Territory (as defined below), and OEM here accepts such appointment.2. Products. The "Products" shall mean the products listed in Exhibit A attached hereto. Manufacturer shall provide OEM with all necessary specifications, drawings, and other information related to the Products.3. Purchase Orders. OEM shall submit purchase orders for the Products to Manufacturer in writing. Manufacturer shall use its best efforts to accept and fulfill such purchase orders in a timely manner.4. Prices and Payment Terms. The prices for the Products shall be as set forth in Exhibit A. OEM shall pay Manufacturer for the Products in accordance with the payment terms set forth in Exhibit A.5. Quality Control. Manufacturer shall mntn a quality control system to ensure that the Products meet the specifications and standards agreed upon the parties.6. Trademarks. OEM shall have the right to use Manufacturer's trademarks in connection with the marketing and sale of the Products in the Territory, subject to Manufacturer's prior written approval.7. Confidentiality. The parties acknowledge that they may have access to each other's confidential information. The parties agree to keep such information confidential and not to disclose it to any third party without the other party's prior written consent.8. Term and Termination. This Agreement shall mence on the Effective Date and shall continue for a period of ____ years, unless earlier terminated as provided herein. Either party may terminate this Agreement upon written notice to the other party in the event of a material breach the other party.9. Governing Law. This Agreement shall be governed and construed in accordance with the laws of the State of _____________, without giving effect to any choice of law or conflict of law provisions.10. Entire Agreement. This Agreement constitutes the entire understanding and agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral, relating to such subject matter.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.MANUFACTURER: ______________________By: ______________________Name: ______________________Title: ______________________OEM: ______________________By: ______________________Name: ______________________Title: ______________________。
oem合同范本英文
oem合同范本英文OEM ContractThis OEM Contract (the "Contract") is made and entered into as of [date] (the "Effective Date") and between:Party A:Name: [Party A Name]Address: [Party A Address]Contact Person: [Party A Contact Person]Telephone Number: [Party A Telephone Number]Fax Number: [Party A Fax Number]E Address: [Party A E Address]Party B:Name: [Party B Name]Address: [Party B Address]Contact Person: [Party B Contact Person]Telephone Number: [Party B Telephone Number]Fax Number: [Party B Fax Number]E Address: [Party B E Address]WHEREAS, Party A desires to engage Party B as an OEM manufacturer to produce certn products (the "Products") based on Party A's specifications and requirements; andWHEREAS, Party B has the capabilities and facilities to manufacture the Products in accordance with Party A's specifications and requirements.NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties agree as follows:1. PRODUCT SPECIFICATIONS AND REQUIREMENTSParty A shall provide Party B with detled specifications and requirements for the Products, including but not limited to design, materials, quality standards, and packaging. Party B shall manufacture the Products in strict accordance with such specifications and requirements.2. QUANTITY AND DELIVERY SCHEDULEParty A shall place orders for the Products with Party B in writing, specifying the quantity and requested delivery date. Party B shall endeavor to meet the delivery schedule as agreed upon, but any changes in the delivery date shall be municated to Party A in a timely manner.3. PRICE AND PAYMENTThe price for each Product shall be as mutually agreed upon the parties and specified in each purchase order. Party A shall make payment to Party B within [number of days] days after receipt of the Products and the corresponding invoice.4. INTELLECTUAL PROPERTYAll intellectual property rights related to the Products, including but not limited to trademarks, patents, and copyrights, shall remn the property of Party A. Party B shall not use or disclose such intellectual property without the prior written consent of Party A.5. QUALITY ASSURANCEParty B shall establish and mntn a quality control system to ensure that the Products meet the agreed-upon quality standards. Party A shall have the right to inspect the Products during the manufacturing process and upon delivery.6. WARRANTY AND LIABILITYParty B warrants that the Products shall be free from defects in materials and workmanship for a period of [number of months/years] from the date of delivery. In the event of any defects or non-pliance with the specifications, Party B shall be responsible for rectifying the issues at its own expense.7. CONFIDENTIALITYBoth parties shall keep all information related to this Contract, including but not limited to the specifications, designs, and business terms, confidential and shall not disclose it to any third party without the prior written consent of the other party.8. TERM AND TERMINATIONThis Contract shall be effective for a period of [number of years] from the Effective Date and may be renewed mutual agreement. Either party may terminate this Contract upon written notice in the event of a material breach the other party.9. GOVERNING LAW AND DISPUTE RESOLUTIONThis Contract shall be governed and construed in accordance with the laws of [jurisdiction]. Any disputes arising out of or in connection with this Contract shall be resolved through amicable negotiation. If negotiation fls, the dispute shall be submitted to arbitration in accordance with the rules of [arbitration institution].IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.Party A (Signature and Seal): ____________________Party B (Signature and Seal): ____________________Date: ____________________Please note that this is just a basic template and may need to be customized based on the specific circumstances and legal requirements of your OEM arrangement. It is remended to consult with a legal professional to ensure the contract is prehensive and enforceable.。
oem 英文合同范本
oem 英文合同范本OEM ContractThis OEM Contract (the "Contract") is made and entered into as of [date] (the "Effective Date") and between:Party A:Name: [Party A Name]Address: [Party A Address]Contact Person: [Party A Contact Person]Telephone Number: [Party A Telephone Number]Fax Number: [Party A Fax Number]E Address: [Party A E Address]Party B:Name: [Party B Name]Address: [Party B Address]Contact Person: [Party B Contact Person]Telephone Number: [Party B Telephone Number]Fax Number: [Party B Fax Number]E Address: [Party B E Address]WHEREAS, Party A desires to engage Party B to manufacture products (the "Products") on behalf of Party A in accordance with Party A's specifications and requirements; andWHEREAS, Party B has the capabilities and facilities to manufacture the Products in accordance with Party A's specifications and requirements.NOW, THEREFORE, in consideration of the mutual covenants and agreements contned herein, the parties hereto agree as follows:1. Definitions1.1 "OEM" means Original Equipment Manufacturing, where Party B manufactures the Products for Party A based on Party A's specifications and requirements, and Party A markets and sells the Products under its own brand.1.2 "Products" means the [product name and description] to be manufactured Party B for Party A in accordance with this Contract.1.3 "Specifications" means the detled technical and quality requirements for the Products as provided Party A to Party B.2. Order and Purchase2.1 Party A shall place orders for the Products with Party B in writing (each an "Order"). Each Order shall specify the quantity, delivery date, and other relevant detls of the Products ordered.2.2 Party B shall accept or reject an Order within [number of days] days after its receipt. If Party B fls to respond within such period, the Order shall be deemed accepted.3. Manufacturing and Quality Control3.1 Party B shall manufacture the Products in accordance with the Specifications and applicable laws and regulations.3.2 Party B shall establish and mntn a quality control system to ensure that the Products meet the Specifications and quality standards. Party A shall have the right to inspect the manufacturing process and the Products at any time.4. Delivery and Title4.1 Party B shall deliver the Products to the location specified Party A in each Order.4.2 Title to the Products shall pass from Party B to Party A upon delivery.5. Price and Payment5.1 The price of the Products shall be as agreed upon in writing the parties and set forth in each Order (the "Price").5.2 Party A shall pay the Price within [number of days] days after receipt of the invoice from Party B.6. Intellectual Property6.1 All intellectual property rights related to the Products, including but not limited to trademarks, patents, and copyrights, shall belong to Party A.6.2 Party B shall not use or disclose any of Party A's intellectual property rights without Party A's prior written consent.7. Confidentiality7.1 Each party shall keep confidential all information disclosed the other party in connection with this Contract and shall not disclose such information to any third party without the prior written consent of the disclosing party.7.2 This confidentiality obligation shall survive the termination or expiration of this Contract.8. Term and Termination8.1 This Contract shall mence on the Effective Date and shall continue for a period of [number of years] years (the "Term").8.2 Either party may terminate this Contract giving written notice to the other party in the event of a material breach of this Contract the other party, which breach remns uncured within [number of days] days after receipt of notice of the breach.9. Warranty and Liability9.1 Party B warrants that the Products shall be free from defects in materials and workmanship for a period of [number of months] months from the date of delivery.9.2 In no event shall either party be liable to the other party for any indirect, incidental, consequential, or punitive damages arising out of or in connection with this Contract.10. Governing Law and Dispute Resolution10.1 This Contract shall be governed and construed in accordance with the laws of [jurisdiction].10.2 Any dispute arising out of or in connection with this Contract shall be resolved through amicable negotiation. If the dispute cannot be resolved through negotiation within [number of days] days, either party may submit the dispute to arbitration in accordance with the rules of [arbitration institution].11. Entire AgreementThis Contract constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether oral or written.12. NoticesAll notices and munications required or permitted under this Contract shall be in writing and shall be delivered hand, sent registered , or sent e to the addresses specified above.IN WITNESS WHEREOF, the parties have executed this Contract as of the Effective Date.Party A: [Party A Signature]Name: [Party A Signatory Name]Title: [Party A Signatory Title]Date: [Party A Signature Date]Party B: [Party B Signature]Name: [Party B Signatory Name]Title: [Party B Signatory Title]Date: [Party B Signature Date]。
oem 英文合同范本
oem 英文合同范本 OEM Contract This OEM Contract ("Contract") is made and entered into on [date] and between: Party A: Name: [Party A's Name] Address: [Party A's Address] Contact Person: [Contact Person's Name] Telephone Number: [Telephone Number] Fax Number: [Fax Number] E Address: [E Address] Party B: Name: [Party B's Name] Address: [Party B's Address] Contact Person: [Contact Person's Name] Telephone Number: [Telephone Number] Fax Number: [Fax Number] E Address: [E Address] 1. Definitions and Interpretations 1.1 "Products" shall mean the [product name and description] to be manufactured Party B for Party A under this Contract. 1.2 "Intellectual Property Rights" shall include patents, copyrights, trademarks, trade secrets, and any other form of intellectual property. 2. OEM Services 2.1 Party B agrees to manufacture the Products in accordance with the specifications, designs, and quality standards provided Party A. 2.2 Party B shall ensure that the manufacturing process and the Products ply with all applicable laws, regulations, and industry standards. 3. Order and Delivery 3.1 Party A shall place orders for the Products in writing, specifying the quantity, delivery date, and other relevant detls. 3.2 Party B shall deliver the Products to the designated location as per the agreed delivery schedule. 4. Quality Control and Inspection 4.1 Party B shall establish and mntn a quality control system to ensure the quality of the Products. 4.2 Party A has the right to inspect the Products at Party B's facility or at the delivery destination. 5. Intellectual Property Rights 5.1 Party A retns all rights to the Intellectual Property Rights related to the Products. 5.2 Party B shall not use or disclose the Intellectual Property Rights without the prior written consent of Party A. 6. Pricing and Payment 6.1 The price for the Products shall be as agreed in the separate pricing agreement attached hereto. 6.2 Party A shall make payment within [payment terms] after receiving the invoice from Party B. 7. Confidentiality 7.1 Both parties agree to keep confidential all information related to this Contract and the business transactions. 7.2 The confidentiality obligation shall survive the termination of this Contract. 8. Warranty and Liability 8.1 Party B warrants that the Products are free from defects in materials and workmanship for a period of [warranty period]. 8.2 In case of any liability arising from the Products, Party B shall be liable within the scope stipulated in this Contract. 9. Term and Termination 9.1 This Contract shall be effective for a period of [contract term] from the date of signing. 9.2 Either party may terminate this Contract in case of a material breach the other party. 10. Dispute Resolution 10.1 Any disputes arising from this Contract shall be resolved through friendly negotiation. 10.2 If negotiation fls, the dispute shall be submitted to arbitration in accordance with the rules of [arbitration institution]. 11. Governing Law and Jurisdiction This Contract shall be governed and construed in accordance with the laws of [applicable law]. The courts of [jurisdiction] shall have jurisdiction over any legal proceedings related to this Contract. IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written. Party A (Signature and Seal): __________________ Party B (Signature and Seal): __________________
oem合同协议书范本英文版
oem合同协议书范本英文版rOEM Contract AgreementThis OEM Contract Agreement (the "Agreement") is made and entered into as of [Date], y and etween:- [Manufacturer Name] (the "Manufacturer"), with its rincial lace of usiness at [Manufacturer Address]; and- [Distriutor Name] (the "Distriutor"), with its rincial lace of usiness at [Distriutor Address]. WHEREAS, the Manufacturer is engaged in the usiness of manufacturing [roduct Tye]; and WHEREAS, the Distriutor is engaged in the usiness of distriuting [roduct Tye] to customers; andWHEREAS, the arties desire to enter into an agreement wherey the Manufacturer will manufacture roducts for the Distriutor to distriute under the Distriutor's rand name or trademark.NOW, THEREFORE, in consideration of the mutual romises, covenants, and agreements contained herein, the arties agree as follows:1. roduct Secifications- The Distriutor shall rovide the Manufacturer with detailed secifications for the roducts to e manufactured (the "roducts").- The Manufacturer shall manufacture the roducts in accordance with the secifications rovided y the Distriutor.2. Quality Control- The Manufacturer shall imlement quality control measures to ensure that the roducts meet the secifications rovided y the Distriutor.- The Distriutor shall have the right to insect the roducts during the manufacturing rocess and after comletion.3. Delivery and Shiing- The Manufacturer shall deliver the roducts to the Distriutor at [Delivery Location] within [Delivery Timeframe].- The Distriutor shall e resonsile for all shiing costs associated with the delivery of the roducts.4. ayment Terms- The Distriutor shall ay the Manufacturer a total sum of [ayment Amount] for the manufacture of the roducts.- ayment shall e made in [Numer of Installments] installments, with each installment eing due on [Installment Due Dates].5. Warranty and Liaility- The Manufacturer warrants that the roducts will e free from defects in material and workmanshi for a eriod of [Warranty eriod].- The Manufacturer's liaility for reach of warranty shall e limited to the reair or relacement of any defective roducts.6. Confidentiality and Intellectual roerty- oth arties agree to maintain the confidentiality of any rorietary information disclosed during the course of this Agreement.- All intellectual roerty rights related to the roducts shall vest solely in the Distriutor.7. Termination and Cancellation- This Agreement may e terminated y either arty uon written notice if the other arty fails to erform its oligations under this Agreement.- The Distriutor may cancel orders for roducts if they are not delivered within [Cancellation Timeframe].8. Governing Law and Jurisdiction- This Agreement shall e governed y and construed in accordance with the laws of [Governing Law Jurisdiction].- Any disutes arising out of or relating to this Agreement shall e resolved through inding aritration in [Aritration Location].IN WITNESS WHEREOF, the arties have executed this Agreement as of the date first aove written.[Manufacturer Name] [Distriutor Name]y: _____________________ y: _____________________Name: _________________________ Name: _________________________Title: ______________________ Title: ______________________。
oem协议
oem协议OEM（Original Equipment Manufacturer）协议为了更好地明确双方的权益和责任，确保双方的合作顺利进行，特制定本OEM（原始设备制造商）协议。
双方承认并同意遵守本协议的所有条款和条件。
第一条合作范围1. 供应方同意向需求方提供原始设备制造服务，包括但不限于研发、生产、组装、测试、包装等。
2. 需求方同意向供应方提供相关技术资料和要求，以配合供应方提供原始设备制造服务。
第二条产品规格1. 双方将在合作开始前确立产品规格，包括但不限于产品型号、尺寸、功能、性能等。
2. 如需更改产品规格，需由双方协商一致并签署书面协议方可生效。
第三条交付时间1. 双方将在合作开始前明确产品交付时间。
2. 如需延期交付，需由双方协商一致并签署书面协议方可生效。
第四条质量控制1. 供应方承诺向需求方提供符合国家相关标准和规定的产品。
2. 需求方有权对供应方提供的产品进行质量抽检，如发现产品质量问题，需及时通知供应方。
3. 如供应方多次出现产品质量问题，需承担相应的违约责任。
第五条价格和付款条件1. 双方将在合作开始前商定产品价格和付款条件。
2. 付款方式包括但不限于预付款、尾款等方式，应在合同中明确。
3. 如需延期付款，需由双方协商一致并签署书面协议方可生效。
第六条知识产权1. 所有的知识产权，包括但不限于专利权、商标权、著作权等，属于提供方所有。
2. 使用方在未经授权的情况下不得使用或侵犯提供方的知识产权，否则需承担相应的法律责任。
第七条保密条款1. 双方同意在合作过程中互相保守对方的商业机密和技术秘密。
2. 双方不得向第三方透露或使用对方的商业机密和技术秘密，否则需承担相应的违约责任。
第八条终止协议1. 双方同意在合作过程中互相尽力履行本协议的所有条款和条件。
2. 如因不可抗力因素导致无法继续履行本协议，需及时通知对方并协商解决办法。
3. 如一方违反本协议的任何条款和条件，另一方有权解除本协议并要求违约方承担相应的违约责任。
oem 英文合同范本
oem 英文合同范本OEM ContractThis OEM Contract (the "Contract") is made and entered into as of [date] (the "Effective Date") and between:Party A:Name: [Party A's Name]Address: [Party A's Address]Contact Person: [Party A's Contact Person]Telephone Number: [Party A's Telephone Number]Fax Number: [Party A's Fax Number]E Address: [Party A's E Address]Party B:Name: [Party B's Name]Address: [Party B's Address]Contact Person: [Party B's Contact Person]Telephone Number: [Party B's Telephone Number]Fax Number: [Party B's Fax Number]E Address: [Party B's E Address]1. Definitions and Interpretations1.1 "OEM Products" shall mean the products manufactured Party B for PartyA in accordance with the specifications and requirements provided Party A.1.2 "Intellectual Property Rights" shall mean all patents, copyrights, trademarks, trade secrets, and other intellectual property rights.2. OEM Supply and Purchase2.1 Party A here appoints Party B as the OEM manufacturer of the OEM Products. Party B agrees to manufacture and supply the OEM Products to Party A in accordance with the terms and conditions of this Contract.2.2 Party A shall provide Party B with the specifications, designs, and other requirements for the OEM Products in a timely manner. Party B shall manufacturethe OEM Products strictly in accordance with such specifications and requirements.3. Quality and Inspection3.1 Party B shall ensure that the OEM Products meet the quality standards and specifications agreed upon both parties. Party B shall conduct quality inspections on the OEM Products before delivery.3.2 Party A has the right to inspect the OEM Products at Party B's factory or at the delivery destination. If the OEM Products do not meet the quality standards and specifications, Party A has the right to reject them and require Party B to take corrective measures.4. Intellectual Property Rights4.1 All Intellectual Property Rights related to the OEM Products belong to Party A. Party B shall not use, copy, or disclose such Intellectual Property Rights without the prior written consent of Party A.4.2 Party B shall indemnify and hold Party A harmless from any clms, damages, or losses arising from any infringement of Intellectual Property Rights caused Party B's actions.5. Pricing and Payment5.1 The price of the OEM Products shall be as agreed upon in the separate Purchase Order issued Party A.5.2 Party A shall make payment to Party B in accordance with the payment terms specified in the Purchase Order.6. Delivery and Shipping6.1 Party B shall deliver the OEM Products to the designated location as specified in the Purchase Order within the agreed delivery time.6.2 The risk of loss or damage to the OEM Products shall pass to Party A upon delivery.7. Confidentiality7.1 Both parties agree to keep confidential all information related to this Contract, including but not limited to technical information, business plans, and customer lists.7.2 The confidentiality obligation shall survive the termination or expiration of this Contract.8. Term and Termination8.1 This Contract shall be effective for a period of [contract term] from the Effective Date.8.2 Either party may terminate this Contract in the event of a material breach the other party, provided that written notice of the breach and an opportunity to cure are given and the breach remns uncured within a reasonable period of time.9. Dispute Resolution9.1 Any dispute arising out of or in connection with this Contract shall be resolved through friendly negotiation. If the negotiation fls, the dispute shall be submitted to arbitration in accordance with the rules of [arbitration institution].9.2 The arbitration award shall be final and binding upon both parties.10. Governing Law and Jurisdiction10.1 This Contract shall be governed and construed in accordance with the laws of [jurisdiction].10.2 Any legal action related to this Contract shall be brought in the courts of [jurisdiction].11. Miscellaneous11.1 This Contract constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.11.2 Any amendment or modification to this Contract shall be in writing and signed both parties.IN WITNESS WHEREOF, the parties have executed this Contract as of the date first above written.Party A: [Party A's Name]Signature: [Party A's Signature]Date: [Party A's Date]Party B: [Party B's Name]Signature: [Party B's Signature]Date: [Party B's Date]。
oem-英文合同范本
oem-英文合同范本OEM Contract AgreementArticle 1: PartiesThis OEM Contract Agreement (hereinafter referred to as the "Agreement") is made and entered into by and between __________ (hereinafter referred to as the "Manufacturer") and __________ (hereinafter referred to as the "Buyer"), both parties being legally constituted and having full legal capacity to enter into this Agreement.Article 2: Scope of AgreementThe Manufacturer shall produce and supply OEM products (hereinafter referred to as the "Products") to the Buyer, according to the specifications, designs, and quality standards provided by the Buyer. The Buyer shall purchase the Products from the Manufacturer for the purpose of resale or distribution.Article 3: ProductsThe Products shall be described as follows:__________________________________________________________________________________________________________________________________________Article 4: Quantity and PriceThe Buyer shall purchase from the Manufacturer a quantity of___________ (units/sets) of the Products at the price of __________ per unit/set. Total contract value is ____________.Article 5: DeliveryThe Manufacturer shall deliver the Products to the Buyer at the address specified by the Buyer within ________ days after receipt of the Buyer's order and payment.Article 6: PaymentThe Buyer shall pay the Manufacturer the total contract value in full within ________ days after placing the order. Payment shall be made by __________ (method of payment).Article 7: Quality and InspectionThe Manufacturer shall ensure that the Products comply with the specifications, designs, and quality standards provided by the Buyer. The Buyer shall have the right to inspect the Products at any time during the production process and before delivery.Article 8: ConfidentialityBoth parties shall maintain the confidentiality of all information relating to the other party's business operations, technical know-how, designs, specifications, and any other confidential information disclosed under this Agreement.Article 9: Intellectual Property RightsThe Buyer retains all rights, title, and interest in and to any intellectual property rights in the designs, specifications, and other materials provided to the Manufacturer for the purpose of this Agreement. The Manufacturer shall not use, copy, reproduce, or disclose such materials for any purpose other than fulfilling its obligations under this Agreement.Article 10: WarrantyThe Manufacturer warrants that the Products shall be free from defects in materials and workmanship for a period of ________ months from the date of delivery. If any defect is found during this period, the Manufacturer shall, at its option, repair or replace the defective Products.Article 11: TerminationThis Agreement may be terminated by either party upon written notice to the other party in the event of a material breach of this Agreement by the other party.Article 12: Dispute ResolutionAny dispute arising out of or relating to this Agreement shall be resolved through friendly negotiations between the parties. If the negotiations fail, the dispute shall be submitted to the courts of__________ (jurisdiction) for resolution.Article 13: MiscellaneousThis Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements, understandings, and negotiations, whether written or oral. This Agreement shall be governed by and construed in accordance with the laws of __________ (country/jurisdiction).Article 14: SignaturesThe parties hereto have read and understood this Agreement and have affixed their signatures below as evidence of their acceptance and agreement to be bound by the terms and conditions herein.Manufacturer:Signature: ________________________ Date: ____________________________ Buyer:Signature: ________________________ Date: ____________________________。
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OEM Cooperation AgreementOEM合作协议书This Contract is entered on by and between:本协议是由以下双方在年月日签订：Party A:甲方：Party B: ,a Company organized and existing under the laws of China and having its principle place of business at ,Nanjing, Peoples Republic of China.乙方：，一家根据中国法律成立，主营业地位于的公司。
Whereas, 1、Party A is engaged in the business of marketing of in [ ];2、Party B is engaged in developing and manufacture of ;Now this Contract witnessed and it is hereby agreed by and between the Parties hereto as follows:鉴于，甲方从事产品在市场的营销工作，乙方是产品专业的研发、生产企业，双方为共同的发展，达成如下合作协议：Section 1, Definitions and Interpretations.第一条：总则和定义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”).合作方式：双方同意A方以OEM方式销售合作产品，B方采用OEM方式研发、生产并提供合作产品，合作产品的商标由A方授权。
1.2 Definitions: 定义1.2.1 Products:合作产品：是指B方根据A方或A方客户要求设计、研发、生产的产品：1.2.2 OEM: The Products with the brand designated by Party A shall be technically based on the products developed and designed by Party B and approved by Party A.OEM方式：指A方授权B方在产品或产品的载体上印制A方名称和商标，同时A方也有权禁止B方将其名称和商标印制在产品上。
1.2.3 Purchase Order：订单：指A方出具的用于向B方订购产品的正式文件。
1.3 Duration：This Agreement shall be for a period of years from the date of execution unless terminated earlier in accordance with the provisions of this Contract.协议有效期：本协议自签订之日起生效，有效期为年，本协议自有效期满时终止或本协议中约定的终止情况发生时终止。
Section 2 Brand and Trademark:第二条：品牌和商标2.1 Party A grants Party B to use the Brand and Trademark on the products.A方授权B方在合作产品上使用A方名称和商标。
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.B方按双方约定范围和方式使用A方提供的名称和商标，不侵犯A方名称或商标。
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 B’s loss and damage result from such infringement (including but not limited to attorney fee, any penalty, damage or compensation.)A方保证其提供的名称和商标等不侵犯任何人的权利，若B方因产品侵权而导致的一切损失（包括但不限于直接经济损失、律师费），A方应予以赔偿。
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.A方应当将相应的商标、商标LOGO设计以及其他相关的商标或设计提供给B方。
将商标印制在产品上的费用由B方承担。
Section 3, Products, Quality Standards.第三条：产品质量标准3.1 Party B hereby guarantees that the Products provided to Party A will comply with the quality standards provided in this Agreement, country standards, Party A’s factory standard or as maybe agreed upon in writing by both parties. If the liability of the product’s quality is caused by A’s directions, B will not be with responsibility for the liability.B方承诺，提供给A方的产品符合本协议约定的质量标准或B方的工厂标准或者双方书面同意的标准。
如果产品的质量责任是由A方的指示造成的，B方不承担相关责任。
Section 4, Rights and Obligations第四条：双方的权利与义务4.1 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.A方承诺，不会将获悉的B方的相关技术资料泄露给第三方。
如果A方违反其承诺，B 方书面通知A方后有权立即终止本协议，并要求A方赔偿由此引起的一切损失。
4.2 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.A方进一步承诺，不拆解产品或者仿冒产品。
如果A方违反其承诺，B方在书面通知A 方后有权立刻终止本协议，并且B方有权要求A方给予经济赔偿。
4.3 Party B warrants that it shall not directly or indirectly contact with Party A’scustomer or sell product, whether directly or indirectly to Party A’s customer. Except the approval of Party A.B方保证，不直接或间接和A方客户联系，并且不直接或间接向A方客户销售产品，A 方同意除外。
4.4 Party B warrants that the Product do not infringe any admissible intellectual property right of any third party, including, but not limited to, copyright ,patent and/or trade secret.B方保证，OEM产品不侵犯任何第三方的知识产权，包括但不限于，著作权、专利权或商业秘密。
4.5 Party B warrants and shall provide the technical materials covering the Products and shall help Party A finish the corresponding advertising materials and manuals.B方保证，提供有关产品的技术资料，协助A方完成相应的说明资料和手册。