OEM Cooperation Agreement
This Contract is entered on by and between:
本协议是由以下双方在 年 月 日签订：
Party B: , a Company organized and existing under the laws of China and having its principle place of business at , Shenzhen – 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.
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”).
1.2.2 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 Purchase Order:
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.
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 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 .Products, Quality Standards
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.
Section 4. Rights and Obligations
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.
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 product, whether directly or indirectly to Party A’s customer. Except the approval of Party A.
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.
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.
5.1 The Intellectual Property of the Brand and Trademark belongs to Party A，the infringement and all expense because of the band and trademark should be compensated by A
5.2 The Intellectual Property of the Products belongs to Party B，except the Brand and Trademark.合作产品除商标权外的知识产权由B方享有。
Section 6. Order.
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 purchase order, Party A cannot change or cancel it without the approval of Party B.
Section 7. Payment
7.1 The payment shall be paid by Party A to Party B under an irrevocable letter of credit within seven(7) days after Party B has received Purchase Order from Party A. 在B方接受订单后的7日内，A方应向B方开出不可撤消即期信用证。
8.1 Either Party may terminate this Contract, by giving a 60 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 breaches of the Contract and fails to remedy the breach within 7 days of receiving of written notice to do so; or一方构成重大违约或惯常违约，且在接到对方书面通知后的7天内没有采取修正措施；或者
- b) Any party becomes insolvent, ceases to trade, compound with its credits, commits an act of bankruptcy, or a 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
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 accepted as Force Majeure in general international commercial practice.
9.2 The Party claiming Force Majeure shall promptly inform the other Parties 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.
The Parties should:
(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 its Affiliates, its agents, attorneys, accountants and other advisors who need to know such information to perform their responsibilities
Section 11. Settlement of Disputes.
11.1 The validity, interpretation and implementation of this Contract shall be governed by the laws of the 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 then be submitted to SHANGHAI for arbitration.
Section 12. This contract is issued in both Chinese and English, the clauses in which have the same effects.