OEM Cooperation Agreement 编者注：OEM( Original Equipment Manufacturer )是受托厂商按来样厂商之需求与授权，依特定的条件而生产。所有的设计图等都完全依照来样厂商的设计来进行制造加工。 This contact is entered on_______ by and between: 本协议是
OEM Cooperation Agreement
编者注：OEM( Original Equipment Manufacturer )是受托厂商按来样厂商之需求与授权，依特定的条件而生产。所有的设计图等都完全依照来样厂商的设计来进行制造加工。
This contact is entered on_______ by and between:
本协议是由以下双方在_____年 _____月 _____日签订：
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”).
1.2 Definitions: 定义
1.2.1 Products: 合作产品：
Products are the same being designed, developed and produced in accordance with the requirements of Party A.
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.
1.2.3 Duration: 协议有效期：
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.
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.
2.2 Party B undertakes not to use the Trademark in any way without the expressed approval of Party A. The Trademark can only 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 B’s 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. 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 quality standards provided in this agreement, Party B’s factory standard or as maybe agreed upon in writing by both parties. If the liability of product’s quality is caused by Party A’s directions, B will not be with responsibility for the liability.
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 this warranty, Party B shall have the right to terminate this Agreement immediately by giving written notice to Party A.
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.
4.3 Party B warrants that it shall not directly or indirectly contact with Party A’s customer or sell products, whether directly or indirectly to Party A’s customer. Except the approval of Party A.
4.4 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.
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.
4.6 Party B warrants and shall provide Party A with relevant written instructions covering technical problems under the User’s Service.
4.7 Party B warrants and shall inform Party A of any a new product.
Section 5. Intellectual Property第五条：知识产权
5.1 The intellectual property of the Brand and Trademark belongs to Party A, the infringement and all expense because of the brand and trademark should be compensated by Party A.
5.2 The intellectual property of Products belongs to Party B, except the Brand and Trademark.
Section 6. Order第六条：订货
6.1 The Purchase Order sent by Party A, should include the product name, price, quantity, shipment, insurance, payment and so on. And Party B should accept or refuse or request to change it in 5 work-days.
6.2 Once Party B accept the order, Party A cannot change or cancel it without the approval of Party B.
Section 7. Payment第七条： 付款方式
7.1 The payment shall be paid by Party A to Party B under _____________ after Party A has received the goods from Party B.
Section 8. Termination第八条：协议终止
8.1 Either party may terminate this Contact, by giving a _____ days prior written notice to the other party.
8.2 Without prejudice to either parties’ other remedies, either Party shall have the right to terminate the contract forthwith if:
a) Any party commits a material breach or persistent beaches of the Contract and fails to remedy the breach within _________ days of receiving of written notice to do so; or
b) Any party becomes insolvent, ceases to trade, compound with its credits, commits an act of bankruptcy petition or bankruptcy order is presented or has a receiver appointed, or a resolution or petition to wind up the Party is passed or presented (otherwise than for reconstruction or amalgamation)
Section 9. Force Majeure第九条：不可抗力
9.1 “Force Majeure” shall mean all events which are beyond the control of the Parties to this Contract, and which are unforeseen, unavoidable, or insurmountable. Such events shall include earthquakes, typhoons, flood, fire, war, strikes, riots, acts of governments, changes in law, or the application thereof or any other instances which cannot be foreseen, prevented, or controlled, including instances which are acceptable as Force Majeure in general international commercial practice.
9.2 The Party claiming Force Majeure shall promptly inform the other Party in writing and shall furnish sufficient proof of the occurrence and duration of such Force Majeure.
9.3 A Party cannot claim any compensation and/or damages based on delay or non-fulfillment of obligations by the other Party due to Force Majeure.
Section 10. Confidentiality 第十条：保密条款
The Parties should: 各方应当：
(a) maintain the confidentiality of Confidential Information;
(b) not use Confidential Information for any purposes other than those specifically set out in this Contract; and
(c) not disclose any such Confidential Information to any person or entity, except to its employees or employees of Affiliates, its agents, attorneys, accountants and other advisors who need to know such information to perform their responsibilities.
Section 11. Settlement of Disputes第十一条：法律与争议解决
11.1 The validity, interpretation and implementation of this contract shall be governed by the laws of People’s Republic of China.
11.2 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 be submitted to Shenzhen for arbitration.
Section 12. 其他约定 Miscellaneous
This contract is issued in both Chinese and English, the clauses in which have the same effects.
PARTY A: 甲方： PARTY B: 乙方：