OEM协议范本(中英)

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oem英文合同模板

oem英文合同模板This OEM Agreement (the "Agreement") is made and entered into as of [Date], by and between [Company Name], a [State] corporation with its principal place of business at [Address] ("OEM Company"), and [Manufacturer Name], a [State] corporation with its principal place of business at [Address] ("Manufacturer").RECITALSA. OEM Company is engaged in the business of [Describe Business].B. Manufacturer is engaged in the business of [Describe Business].C. OEM Company desires to purchase certain products from Manufacturer for resale under OEM Company's brand or label.D. Manufacturer desires to sell certain products to OEM Company for resale under OEM Company's brand or label.NOW, THEREFORE, in consideration of the premises and the mutual covenants and agreements contained herein, the parties hereto agree as follows:1. Definitions1.1 "Products" means the goods to be purchased by OEM Company from Manufacturer pursuant to this Agreement, as described in Schedule A attached hereto.1.2 "Intellectual Property Rights" means all patents, trademarks, trade names, copyrights, trade secrets, and any other intellectual property rights.1.3 "Territory" means [Specify Territory].2. Appointment and Rights2.1 Appointment. Manufacturer hereby appoints OEM Company as its OEM customer for the Products, and OEM Company accepts such appointment.2.2 License. Manufacturer hereby grants to OEM Company a non-exclusive, worldwide, royalty-free license to use the Manufacturer's trademarks, trade names, and logos solely for the purpose of marketing and selling the Products under OEM Company's brand or label.3. Order and Delivery3.1 Ordering Process. OEM Company shall submit written purchase orders to Manufacturer indicating the quantity, price, and delivery date for the Products.3.2 Acceptance of Orders. Manufacturer shall confirm its acceptance of each purchase order from OEM Company in writing and shall endeavor to deliver the Products in accordance with the agreed-upon delivery date.3.3 Shipping Terms. All shipments of the Products shall be FOB Manufacturer's facility. Title and risk of loss shall pass to OEM Company upon delivery of the Products to the carrier.4. Price and Payment4.1 Price. The price for the Products shall be as set forth in Schedule A attached hereto. All prices are in USD.4.2 Payment Terms. OEM Company shall pay Manufacturer for the Products as follows: [Specify Payment Terms].4.3 Taxes. OEM Company shall be responsible for all taxes, duties, and other charges related to the purchase of the Products.5. Quality Control5.1 Warranty. Manufacturer warrants that the Products shall be free from defects in materials and workmanship and shall conform to the specifications set forth in Schedule A.5.2 Inspection. OEM Company shall have the right to inspect the Products upon delivery and shall notify Manufacturer of any non-conforming Products within [Specify Timeframe] days after delivery.5.3 Remedies. In the event of any non-conforming Products, Manufacturer shall, at its option, replace the Products or refund the purchase price of the Products.6. Intellectual Property Rights6.1 Ownership. OEM Company acknowledges that all Intellectual Property Rights in the Manufacturer's trademarks, trade names, and logos are and shall remain the sole property of the Manufacturer.6.2 Trademarks. OEM Company shall use the Manufacturer's trademarks, trade names, and logos in accordance with Manufacturer's guidelines and shall not use such marks in any way that may disparage or damage the Manufacturer's reputation.7. Confidentiality7.1 Non-Disclosure. The parties agree to keep confidential all information disclosed by one party to the other in connection with this Agreement, including but not limited to pricing, product designs, and business operations.7.2 Exceptions. The confidentiality obligations set forth herein shall not apply to information that is (a) in the public domain, (b) rightfully known to the receiving party without restriction, or (c) independently developed by the receiving party.8. Term and Termination8.1 Term. This Agreement shall commence on the effective date set forth above and shall continue in effect for a period of [Specify Term].8.2 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches any provision of this Agreement and fails to cure such breach within [Specify Cure Period].8.3 Termination for Convenience. Either party may terminate this Agreement for convenience upon [Specify Notice Period] days' written notice to the other party.9. Miscellaneous9.1 Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether oral or written.9.2 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of [State].9.3 Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.[Company Name]By: ______________________Name:Title:[Manufacturer Name]By: ______________________Name:Title:。

OEM英文版合作协议(范文)

OEM英文版合作协议（范文）OEM，英文全称为Original Equipment Manufacturer，中文含义是原始设备生产商，俗称定点生产，俗称代工（生产）。

基本含义为品牌生产者不直接生产产品，而是利用自己掌握的关键核心技术负责设计和开发新产品，将生产环节外包（outsourcing）。

原始设备制造商具体的加工任务通过合同订购的方式委托同类产品的其他厂家生产，之后将所订产品低价买断，并直接贴上自己的品牌商标。

这种委托他人生产的合作方式简称OEM，承接加工任务的制造商被称为OEM厂商，其生产的产品被称为OEM产品。

可见，定点生产属于加工贸易中的“代工生产”方式，在国际贸易中是以商品为载体的劳务出口。

OEM合作协议中的常见条款涉及：总则、商标使用、产品质量保证、交付标准、知识产权、赔偿责任等。

一、总则（General Provisions）范例一：Whereas，XXX TECHNOLOGIES PRIVATE LIMITED，a companyincorporated under the Companies Act，1956 having its registered officeat_____（hereinafter referred to as“Party A”）and YYY CO.，LTD，a companyduly organized and existing underthe laws of the People's Republic of Chinahaving its registered office at Zhuhai，P.R.China（hereinafter referred toas“Party B”），had duly executed an OEM SUPPLYAGREEMENT（“Agreement”）dated 21stAugust 2019 on such terms andconditions as stipulated thereunder.参考译文：鉴于XXX科技私人有限公司，一依据《1956年公司法案》成立的位于_______的公司（以下简称甲方），与YYY有限责任公司，一家依据中华人民共和国法律成立的位于珠海的公司（以下简称乙方），依照以下条款于2019年8月21日正式签订OEM供应协议（本协议）。

OEM协议-中英文对照

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。

oem合同范本英文

oem合同范本英文OEM CONTRACTThis OEM CONTRACT (the "Agreement") is made and entered into as of [Effective Date], and between [Company Name] (referred to as "OEM"), and [Supplier Name] (referred to as "Supplier"), where the parties agree as follows:1. DEFINITIONS:"OEM" means the party that manufactures products under the brand name and trademark of the other party."Supplier" means the party that provides the manufacturing services and supplies the materials for the products."Products" means the items manufactured the OEM using the Supplier's technology and materials."Trademark" means the trademark, service mark, trade name, logo, or other distinctive brand identifier owned either party and used in connection with the Products.2. SCOPE OF SERVICES:The Supplier shall provide manufacturing services and supply the necessary materials to the OEM for the production of the Products.The OEM shall have the exclusive right to market, sell, and distribute the Products under its own brand name and trademark.3. QUALITY ASSURANCE:The Supplier shall ensure that the manufacturing processes and materials used ply with all applicable quality standards and regulations.The OEM shall have the right to inspect and approve the manufacturing facilities and production processes of the Supplier.4. PRICE AND PAYMENT:The OEM shall pay the Supplier a mutually agreed upon price for the Products, which shall be based on the agreed upon manufacturing costs and profit margin.The payment terms shall be specified in a separate payment agreement between the parties.5. CONFIDENTIALITY:The parties shall treat all information and know-how related to the Products and the manufacturing process as confidential and shall not disclose it to third parties without the prior written consent of the other party.6. TERM AND TERMINATION:This Agreement shall mence on the Effective Date and shall continue for a period of [Duration], unless terminated earlier in accordance with this Agreement.Either party may terminate this Agreement upon written notice to the other party in the event of a material breach the other party that is not cured within a reasonable period of time after receipt of notice.7. INTELLECTUAL PROPERTY RIGHTS:The Supplier here grants to the OEM a non-exclusive, royalty-free license to use the Supplier's trademarks and intellectual property rights in connection with the manufacturing and sale of the Products.The OEM shall mntn and protect the Supplier's intellectual property rights in the Products and shall promptly notify the Supplier of any infringement or unauthorized use of the Supplier's intellectual property rights.8. LIABILITY LIMITATION:The Supplier shall be solely responsible for any damages or losses arising out of the manufacturing process and shall indemnify and hold harmless the OEM from any third-party clms related to the Products.The OEM shall be solely responsible for any damages or losses arising out of the sale and distribution of the Products and shall indemnify and hold harmless the Supplier from any third-party clms related to the marketing and distribution of the Products.9. GOVERNING LAW AND DISPUTE RESOLUTION:This Agreement shall be governed and construed in accordance with the laws of the jurisdiction in which the OEM is located.Any disputes arising out of or in connection with this Agreement shall be resolved through协商or mediation, fling which, the dispute shall be submitted to arbitration in accordance with the arbitration rules of the applicable arbitration institution.10. ENTIRE AGREEMENT:This Agreement constitutes the entire agreement between the parties and supersedes all prior oral or written agreements and understandings relating to the subject matter of this Agreement.11. AMENDMENTS AND WVERS:Any amendment or modification to this Agreement shall be in writing and signed both parties.The flure of either party to exercise or enforce any right or provision of this Agreement shall not constitute a wver of such right or provision.12. SEVERABILITY:If any provision of this Agreement is held a court of petent jurisdiction to be invalid or unenforceable, the remning provisions shall remn in full force and effect.13. COUNTERPARTS:This Agreement may be executed in counterparts, each of which shall constitute an original but all of which together shall constitute one and the same instrument.IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first above written.OEM: [Company Name]Supplier: [Supplier Name]。

oem英文合同范本

oem英文合同范本OEM AgreementThis OEM Agreement (the "Agreement") is made and entered into as of [Agreement Date], and between [OEM Company Name], a corporation organized and existing under the laws of [OEM Company Jurisdiction], with its principal place of business at [OEM Company Address] ("OEM"), and [Original Equipment Manufacturer (OEM) Name], a corporation organized and existing under the laws of [OEM Company Jurisdiction], with its principal place of business at [OEM Company Address] ("OEMP").WHEREAS, OEM is engaged in the business of manufacturing and selling [Product Name] and desires to engage OEMP to manufacture and supply certn parts or ponents of the [Product Name] under the terms and conditions set forth herein;NOW, THEREFORE, IN CONSIDERATION OF THE FOREGOING AND THE MUTUAL AGREEMENTS CONTNED HEREIN, THE PARTIES HEREBY AGREE AS FOLLOWS:1. Definitions"OEM Products" means all products manufactured OEMP and sold OEM under the OEM Brand."OEM Components" means all parts or ponents of the [Product Name] supplied OEMP to OEM."Territory" means the geographical area within which OEM is authorized to sell the OEM Products."Term" shall mean the period mencing on the Effective Date and ending on the expiration date set forth herein.2. Manufacturing and SupplyOEMP shall manufacture and supply the OEM Components to OEM in accordance with OEM's specifications and requirements.OEM shall have the right to inspect and test the OEM Components prior to their use in the manufacture of the OEM Products.OEMP shall mntn quality control procedures to ensure that the OEM Components meet the applicable standards and specifications.3. Prices and PaymentsThe prices for the OEM Components shall be mutually agreed upon the parties and set forth in a separate price list.OEM shall pay OEMP for the OEM Components within [Payment Terms] of receipt of the invoice.Prices are subject to change upon written notice OEMP to OEM.4. DeliveryOEMP shall deliver the OEM Components to OEM at the agreed-upon shipping terms and destination.OEMP shall notify OEM of the shipment detls, including the shipping date and tracking information.5. Warranty and LiabilityOEMP warrants that the OEM Components will be free from defects in workmanship and materials for a period of [Warranty Period] from the date of shipment.OEMP shall repr or replace, at its expense, any defective OEM Components during the Warranty Period.OEMP shall not be liable for any indirect, incidental, or consequential damages arising out of the use or sale of the OEM Components.OEM's sole and exclusive remedy for any breach of warranty shall be repr or replacement of the defective OEM Components.6. ConfidentialityEach party shall keep confidential and shall not disclose to any third party any information regarding the terms and conditions of this Agreement, the OEM Components, or the business of the other party, except as required law or with the prior written consent of the other party.7. Intellectual PropertyThe ownership of all intellectual property rights in the OEM Components and the [Product Name] shall remn with OEMP.OEM shall have the right to use the OEMP Brand and trademarks in connection with the sale of the OEM Products.8. TerminationThis Agreement may be terminated either party upon written notice to the other party for cause.In the event of termination, OEM shall cease using the OEM Components and return any unused ponents to OEMP.9. Governing LawThis Agreement shall be governed and construed in accordance with the laws of [Jurisdiction].10. Dispute ResolutionAny disputes arising out of or in connection with this Agreement shall be resolved arbitration in [Jurisdiction] in accordance with the rules of the relevant arbitration institution.11. Entire AgreementThis Agreement constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, whether written or oral.IN WITNESS WHEREOF, the parties have executed this OEM Agreement as of the date first above written.[OEM Company Name]By: [Authorized Representative]Title: [Position][OEMP Name]By: [Authorized Representative]Title: [Position]。

oem英文合作协议

OEM英文合作协议1. 引言本合作协议（以下称作“协议”）由以下双方共同签署：在英国注册成立的ABC公司，以下称作“甲方”；在中国注册成立的XYZ公司，以下称作“乙方”。

本协议旨在规范甲乙双方之间的OEM（Original Equipment Manufacturer）合作关系。

2. 协议目的本协议的目的是确立甲方与乙方之间的OEM合作关系，并明确双方在合作中的权利、责任和义务，以促进双方的共同发展和利益。

3. 合作内容3.1 乙方的责任乙方应根据甲方提供的技术要求和规范，按照合理的要求、工艺和时间框架，提供相关的OEM产品制造和生产服务。

乙方应保证所提供的产品符合法律法规的要求，质量符合行业标准，以确保产品的性能和可靠性。

3.2 甲方的责任甲方应向乙方提供合作所需的技术文件、产品规格、图纸等相关信息，并确保其真实、准确、完整。

甲方应及时提供技术支持和解答乙方在生产过程中遇到的问题，以确保乙方的生产无障碍进行。

4. 产品知识产权4.1 甲方知识产权甲方在OEM产品制造过程中可能会提供技术文档、专利信息等知识产权相关的信息。

乙方应严格遵守知识产权法律法规，对甲方提供的所有知识产权予以保密，并严禁非法复制、传播或使用。

4.2 乙方知识产权乙方在OEM产品制造过程中可能会根据甲方的要求进行创新和改进。

在经过双方确认后，乙方对其创新或改进后的技术和设计拥有相应的知识产权。

甲方应尊重乙方拥有的知识产权，并在必要时与乙方进行相关的技术转让和合作。

5. 质量控制双方应建立起完善的质量控制体系，确保产品的质量符合规定的标准。

甲方有权对乙方的生产过程和产品进行质量检查和验证。

对于发现的质量问题，双方应在合理的时间内进行沟通、协商并制定相应的改进措施。

6. 价格和支付条件6.1 价格确定双方应在合作协议签订前商定产品价格。

价格应充分考虑生产成本、市场需求以及双方合作期间的预期利润，并在协议中明确规定。

6.2 支付条件支付条件应在协议中明确规定，包括货款支付方式、货款支付比例和支付期限等。

中英文oem合同模板

中英文oem合同模板Original Equipment Manufacturer AgreementThis OEM Agreement (the “Agreement”) is made and entered into as of [Date], by and between:[OEM Company Name], a company organized and existing under the laws of [Country], with its principal place of business located at [Address] (the “OEM Company”);and[Manufacturer Company Name], a company organized and existing under the laws of [Country], with its principal place of business located at [Address] (the “Manufacturer Company”).Whereas, the Manufacturer Company desires to appoint the OEM Company as the exclusive or non-exclusive OEM for the Products (as defined below) manufactured by the Manufacturer Company for sale by the OEM Company in the OEM Territory in accordance with the terms and conditions of this Agreement.Now, therefore, in consideration of the mutual covenants contained herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:1. Definitions(a) “Products” means the products manufactured by the Manufacturer Company and listed in Exhibit A attached hereto.(b) “OEM Territory” means the territory as set forth in Exhibit B attached hereto.2. Appointment(a) The Manufacturer Company appoints the OEM Company as its exclusive or non-exclusive OEM to market, promote, distribute, and sell the Products in the OEM Territory during the Term (as defined below) of this Agreement.(b) The OEM Company shall use its commercially reasonable efforts to promote, market and sell the Products in the OEM Territory in accordance with the terms and conditions of this Agreement.3. Orders(a) The Manufacturer Company shall supply the Products to the OEM Company on a non-exclusive basis and upon receipt of a purchase order from the OEM Company in accordance with the terms and conditions of this Agreement.(b) The OEM Company shall issue purchase orders to the Manufacturer Company setting forth, among other things, the quantities of the Products ordered, delivery dates, and shipping instructions.(c) The Manufacturer Company shall deliver the Products to the OEM Company in accordance with the purchase order and shall use its best efforts to meet the delivery dates specified in the purchase order.(d) The OEM Company shall be responsible for all costs and expenses related to the purchase, shipment, and delivery of the Products.4. Prices and Payment(a) The Manufacturer Company shall sell the Products to the OEM Company at the prices set forth in Exhibit C attached hereto.(b) The OEM Company shall pay the Manufacturer Company for the Products within [Number] days of receipt of the Products in accordance with the terms and conditions of this Agreement.(c) All payments shall be made in [Currency] and shall be made by wire transfer to the account designated by the Manufacturer Company.(d) The Manufacturer Company shall have the right to adjust the prices of the Products upon [Number] days’ written notice to the OEM Company.5. Intellectual Property Rights(a) The Manufacturer Company retains all right, title, and interest in and to all intellectual property rights in the Products, including but not limited to patents, trademarks, copyrights, trade secrets, and know-how.(b) The OEM Company shall not use the Manufacturer Company’s intellectual property rights without the Manufacturer Company’s prior written consent.(c) The OEM Company shall not register any trademark, trade name, or domain name that is confusingly similar to the Manufacturer Company’s intellectual property rights.6. Marketing and Promotion(a) The OEM Company shall use its best efforts to market, promote, and sell the Products in the OEM Territory in accordance with the Manufacturer Company’s marketing and promotional policies.(b) The OEM Company shall obtain the Manufacturer Company’s prior written approval for all marketing and promotional materials used by the OEM Company in connection with the Products.(c) The OEM Company shall comply with all applicable laws, regulations, and guidelines governing the marketing and promotion of the Products.(d) The OEM Company shall not make any false or misleading statements or representations about the Products.7. Exclusivity(a) The OEM Company may be appointed as the Manufacturer Company’s exclusive OEM for the Products in the OEM Territory. If the OEM Company is appointed as the Manufacturer Company’s exclusive OEM, the Manufacturer Company shall not appoint any other OEMs for the Products in the OEM Territory.(b) The OEM Company shall use its best efforts to promote, market, and sell the Products in the OEM Territory in accordance with the Manufacturer Company’s exclusivity requirements.(c) The Manufacturer Company shall have the right to terminate the OEM Company’s exclusivity for the Products in the OEM Territory upon [Number] days’ written notice to the OEM Company.8. Confidentiality(a) The parties shall keep confidential all confidential information disclosed by one party to the other party during the term of this Agreement.(b) The parties shall not disclose or use any confidential information for any purpose other than the performance of their obligations under this Agreement.(c) The parties shall use reasonable efforts to protect the confidential information and prevent its disclosure to third parties.9. Term and Termination(a) This Agreement shall commence on the effective date and shall continue in full force and effect for a term of [Number] years (the “Term”).(b) Either party may terminate this Agreement upon [Number] days’ written notice to the other party for any reason or no reason.(c) Upon termination of this Agreement, the Manufacturer Company shall have no obligation to supply the Products to the OEM Company and the OEM Company shall have no obligation to purchase the Products from the Manufacturer Company.10. Indemnification(a) The Manufacturer Company shall indemnify, defend, and hold harmless the OEM Company from and against any and all claims, damages, liabilities, losses, and expenses arising out of or relating to the Products.(b) The OEM Company shall indemnify, defend, and hold harmless the Manufacturer Company from and against any and all claims, damages, liabilities, losses, and expenses arising out of or relating to the OEM Company’s breach of this Agreement.11. Governing Law(a) This Agreement shall be governed by and construed in accordance with the laws of [Country].(b) Any disputes arising out of or relating to this Agreement shall be resolved by arbitration in accordance with the rules of [Arbitration Association].(c) The arbitration shall be conducted in [City], [Country], and the language of the arbitration shall be [Language].12. Miscellaneous(a) This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior agreements and understandings, whether written or oral.(b) This Agreement may only be amended by a written instrument signed by both parties.(c) This Agreement shall be binding upon and inure to the benefit of the parties and their respective successors and assigns.IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the date first above written.OEM COMPANY:[OEM Company Name]By: ____________________________Name: ____________________________Title: ____________________________MANUFACTURER COMPANY:[Manufacturer Company Name]By: ____________________________Name: ____________________________Title: ____________________________ EXHIBIT APRODUCTS[Description of Products] EXHIBIT BOEM TERRITORY [Description of OEM Territory] EXHIBIT CPRICES[Description of Prices] (End of Agreement)。

OEM合同范本-英汉

委托加工合同范本_OEM合同（上）委托方：____________________________________地址：____________ 邮码：____________ 电话：____________法定代表人：____________ 职务：____________定做方：____________________________________地址：____________ 邮码：____________ 电话：____________法定代表人：____________ 职务：____________定做方委托委托方加工____________，经双方充分协商，特订立本合同，以便共同遵守。

第一条加工成品编号名称规格单位数量备注Commission processing contract template _OEM contract (on)Principal :____________________________________Address :____________ Postal Code :____________ Phone :____________The legal representative of the :____________ duties :____________Custom side :____________________________________Address :____________ Postal Code :____________ Phone :____________The legal representative of the :____________ duties :____________Commissioned by the commissioning party custom party processing ____________, full consultation by both parties, special to make this contract in order to abide by.The first finished productsNumberNameSpecificationUnitQuantityRemarks第二条加工成品质量要求第三条原材料的提供办法及规格、数量、质量The second quality finished productsArticle provided by way of raw materials and specifications, quantity, quality1.(用委托方原料完成工作的)，委托方必须依照合同规定选用原材料，并接受定做方检验。

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OEM Cooperation AgreementThis Contract is entered on by and between:本协议是由以下双方在年月日签订：Party A:A方：Party B:,a Company organized and existing under the laws of China and having its principle place of business at , Shanghai –Peoples Republic of China.B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 witnessth and it is hereby agreed by and between the Parties hereto as follows:鉴于，A方从事产品在国市场的营销工作，B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 Interpretation.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：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。

2.2Party B undertakes not to use the Trade Mark in any way without theexpressed 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。

2.3Party 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、律师费等），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，不会将所获悉的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方在书面通知A方后有权立刻终止本协议，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’s customer 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。

4.4Party 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。

4.5Party 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.4.6Party B warrants and shall provide Party A with relevant written instructions covering technical problems under the User’s Service. B方保证，在用户服务中向A方提供相关的书面的技术问题的说明。