{"id":42508,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/manufacturer-s-agreement.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"manufacturer-s-agreement","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/operations\/manufacturer-s-agreement.html","title":{"rendered":"Manufacturer&#8217;s Agreement"},"content":{"rendered":"<pre>\n                            MANUFACTURER'S AGREEMENT\n                            ------------------------\n\n            This Agreement is entered this ___ day of ______ 19__ by and between\nCyberShop,  L.L.C.  (\"CS\"),  whose  address  is  _________________________   and\n__________________________,    (the    \"Manufacturer\"),    whose    address   is\n___________________________________.\n\n                   CS has established an interactive  on-line computer  shopping\nservice (the  \"System\") in order to sell products  directly to consumers via all\ncomputer  related  distribution   avenues, including   the  interactive  on-line\ncomputer services (the \"Services\"). The Manufacturer wishes to have its Products\nincluded on the System and grants to CS the right and license to market and sell\nthe Products on the System.\n\n                   1. TERM. The term of this Agreement is for two (2) years from\nthe date the agreement is signed. This Agreement is automatically  extended from\nyear to year,  unless  terminated by either party by providing written notice to\nthe other party no later than thirty  (30) days prior to the  expiration  of the\nTerm Period.\n\n                   2. TERRITORY The territory for the rights and license granted\nCS is the world.\n\n                   3. LISTING OF PRODUCTS.\n                            (a)  Manufacturer  agrees  to  provide  CS with  all\ninformation,  materials  and  photographs  in  connection  with the products and\nreasonably requested by CS.\n                            (b) When the Manufacturer  provides CS with the list\nof the Products,  the  Manufacturer  will also provide the Price CS will pay for\nthe Product.  This Price cannot be more than the highest  price  received by the\nManufacturer  from any of its other retailers.  The Manufacturer may add to this\nPrice, but will list  separately,  shipping and handling costs. The Manufacturer\nmay change the price with at least thirty (30) days written notice to CS.\n                            (c) All information,  materials and photographs must\nbe presented to CS by  Manufacturer no later than sixty (60) days after the date\nthis agreement.\n                            (d) If  Manufacturer  does not  provide  CS with all\ninformation,  materials and  photographs  within the above  specified sixty (60)\ndays,  then all fees as agreed to in  paragraph  5 below will be due and payable\nupon expiration of the sixty (60) day period.\n\n                   4. RETURNS AND REFUNDS Manufacturer unconditionally agrees to\naccept  returns  directly from CS  Customer(s)  within  forty-five  (45) days of\ndelivery  of  the  Product(s).   Upon  receipt  of  any  Products   returned  to\nManufacturer, Manufacturer will promptly notify CS in writing. If CS is required\nto provide refund to Customer(s),  then within thirty (30) days after receipt of\nthe returned Products,  Manufacturer will refund to CS the Price CS paid for the\nProducts along with the Customer's name, the Products  returned and the Purchase\nOrder number for the Products.\n\n                   5.  SET-UP  FEE.   The   Manufacturer   shall  pay  to  CS  a\nnon-refundable fee of $_____________for the preparation of the Listing for _____\nimages and inclusion of the Listing on the System.  One half of this amount will\nbe due upon  execution of this  Agreement  with the remaining  half due prior to\nsetup on CS system.  No Listings will be added to the System prior to receipt of\npayment in full.\n\n                   6.  TERMINATION.  If either party fails to observe or perform\nany of its  obligations  contained  herein,  the other party may terminate  this\nAgreement upon five (5) days prior written notice to the other party.\n\n\n------------------------------------            CYBERSHOP, L.L.C.\n(Manufacturer\")\n\n\nBy:                                             By:\n   ---------------------------------                  --------------------------\n\n\nName:                                           Name:\n     -------------------------------                  --------------------------\n\n\nTitle:                                          Title: \n      ------------------------------                  --------------------------\n\n\n\n\n\n\n\n                            MANUFACTURER'S AGREEMENT\n                            ------------------------\n\nThis Agreement is entered into this ___ day of ___________,  19__ by and between\nCyberShop,   L.L.C.  (\"CS\"),  whose  address  is   ______________________,   and\n_____________________,     (the     \"Manufacturer\"),     whose     address    is\n____________________________________________________________________.\n\n                   WHEREAS,  CS has established an interactive  on-line computer\nshopping service (the \"System\")  pursuant to which CS may sell products directly\nto consumers via all computer related distribution avenues,  including,  without\nlimitation, the interactive on-line computer services (the \"Services\"); and\n\n                   WHEREAS,  the  Manufacturer  wishes to have its  Products (as\ndefined  in  Section  4  below)  included  on  the  System.\n\n                   NOW  THEREFORE,  in  consideration  of the  premises  and the\nmutual  covenants and  agreements  contained  herein and other good and valuable\nconsideration,  the receipt and sufficiency of which is hereby acknowledged,  CS\nand Manufacturer agree as follows:\n\n                   1.   GRANT OF RIGHTS.  Manufacturer  hereby  grants to CS the\nfollowing  rights:\n                        (a) The  right  and  license  to  market  and  sell  the\nProducts on the System;\n\n                        (b) The  right  and  license  to use the  Manufacturer's\nname, Products (including the likeness of the Products), trademarks, tradenames,\nand copyrights (all whether now owned or hereafter  acquired) in connection with\nthe Products for all purposes in connection with the System  including,  without\nlimitation,  the Listing (as defined  below) of the Products on the Services and\nthe promotion and advertising of the System and the Products;\n\n                        (c) Manufacturer represents and warrants that it has the\nright,  power  and  authority  to enter  into this  Agreement  and  perform  its\nobligations  hereunder  and  that the sale and  Listing  of the  Product  on the\nSystem,  and the  placement of the System on the  Services  will not violate any\nagreement,  by which  the  Manufacturer  is  bound,  or any law or  governmental\nregulation.\n\n                   2.   TERM. The term of this Agreement  shall  commence on the\ndate hereof and shall  continue  for two (2) years from the date hereof (as such\nterm may be extended  from time to time,  the \"Term  Period\").  The term of this\nAgreement shall be automatically extended from year to year after the expiration\nof each Term Period,  unless  terminated  by either  party by providing  written\nnotice to the other  party no  earlier  than  sixty  (60) days and no later than\nthirty (30) days prior to the expiration of the Term Period.\n\n                   3.   TERRITORY.  The  Territory for the  license  and  rights\ngranted to CS hereunder shall be the world.\n\n                   4.   LISTING OF PRODUCTS.\n\n                        (a)   Manufacturer   agrees  to   provide  CS  with  all\ninformation  and  materials  in  connection  with the  Products  and  reasonably\nrequested by CS  (including,  if  available,  photographs  of the  Products) and\ncooperate with CS in the  preparation of the display and listing of the Products\n(the  \"Listing\")  on  the  System.   The  accuracy  of  all   descriptions   and\nrepresentations  shall be the sole  responsibility of the Manufacturer.  CS will\nuse its best efforts to ensure that the Listing  conforms to the  Manufacturer's\ninstructions.  CS shall have the sole right of use and ownership of the Listing,\nincluding, without limitation, the software related thereto.\n\n                        (b) Promptly after CS receives from the Manufacturer the\nlist of the Products to be displayed  on the System (the  \"Products\"),  CS shall\ncommence preparation of the Listing.\n\n                        (c) All  information,  materials and photographs must be\npresented  to CS by  Manufacturer  no later  than sixty (60) days after the date\nthis agreement.\n\n                        (d)  If  manufacturer  does  not  provide  CS  with  all\ninformation,  materials and  photographs  within the above  specified sixty (60)\ndays,  then all fees as agreed to in  paragraph 10 below will be due and payable\nupon expiration of the sixty (60) day period.\n\n\n\n\n\n\n\n                   5.   SALE PROCEDURES.\n\n                        (a)  Promptly  upon  the  receipt  by CS of an  order to\npurchase any of the Products,  CS shall deliver a purchase  order (the \"Purchase\nOrder\") to the Manufacturer by electronic data transfer, facsimile or such other\nmeans as agreed to by the parties.  The Purchase  Order shall include the number\nand type of Products ordered and delivery  instructions,  including the name and\naddress of the customer (the \"Customer\").\n\n                        (b) The Manufacturer  shall promptly ship the Product(s)\nto the Customer  via United  Parcel  Service or such other means  approved by CS\n(the \"Shipping  Service\"),  in accordance with the instructions set forth in the\nPurchase Order.  Upon shipment of the Products,  the  Manufacturer  will invoice\n(the \"Invoice\") CS for the price of the Products consistent with the Established\nPrice (as  defined  below) and the  Shipping  Service  charges  incurred  in the\nshipment to the  Customer,  and submit to CS  confirmation  (including  tracking\ninformation)  that the Products were shipped.\n\n                        (c) CS is responsible for paying only the Invoice.\n\n                   6.   ESTABLISHED PRICE.  At the time  that  the  Manufacturer\nprovides CS with the list of the  Products,  the  Manufacturer  shall provide CS\nwith the price CS will be  required  to pay for the  Product  (the  \"Established\nPrice\"). The Established Price may include, but shall list separately,  shipping\nand handling costs.  The Established  Price (excluding the shipping and handling\ncosts) shall not be more than the highest price received by the Manufacturer for\nsuch Product from any of its other  retailers.  The  Manufacturer may change the\nEstablished  Price  (subject  to the  limitation  set  forth  in  the  preceding\nsentence) at any time,  and from time to time, on not less than thirty (30) days\nprior written notice to CS.\n\n                   7.   CUSTOMER  PRICE.  CS,  in  its  sole   discretion,   may\ndetermine  the  price at which  the  Product  shall  be  sold.  CS,  in its sole\ndiscretion,  may change such price at any time,  and from time to time,  without\nnotice to the Manufacturer.\n\n                   8.   RETURNS AND REPLACEMENTS.\n                        (a)  Manufacturer   unconditionally   agrees  to  accept\nreturns directly from the Customer(s) within forty-five (45) days of delivery of\nthe Products. Upon such return,  Manufacturer shall refund the Established Price\nin accordance with Section 9, below.\n\n                        (b)  Manufacturer  will provide all Customers with their\nstandard  warranties and will honor such  warranties  directly.  CS shall not be\nrequired to provide any  services to the  Customers,  including  honoring of any\nwarranties, in connection with the Products.\n\n                        (c)  Upon  the  receipt  of  any  returned  Products  to\nManufacturer, Manufacturer shall promptly notify CS in writing of such return.\n\n                   9.   REFUNDS.  In  the  event  Manufacturer  is  required  to\nprovide refunds pursuant to the provisions of Paragraph 8(a) or (b) above,  then\nwithin  thirty (30) days after  receipt of the returned  Products,  Manufacturer\nshall refund to CS the  Established  Price (if  previously  paid by CS) less the\nshipping and handling charges, along with the name of the Customer, the Products\nreturned and the Purchase Order number for such Products.  CS shall  thereafter,\nrefund  to the  customer  the  purchase  price  paid by the  customer,  less any\nshipping and handling costs paid by the customer.\n\n                   10.  SET-UP  FEE.  The   Manufacturer   shall  pay  to  CS  a\nnon-refundable fee of $_____________for the preparation of the Listing for _____\nimages and inclusion of the Listing on the System.  One half of this amount will\nbe due upon  execution of this  Agreement  with the remaining  half due prior to\nsetup on CS system.  No Listings will be added to the System prior to receipt of\npayment in full.\n\n                   11.  INCLUSION ON THE SYSTEM. CS shall include the Listing on\nthe System with  respect to each of the  Services on which the System is placed.\nCS makes no  representations,  warranties or assurances  that the System will be\nplaced on any of the Services.\n\n                   12.  EXCLUSIVE RIGHT OF CS:\n                        (a) Manufacturer agrees that for a period commencing the\ndate hereof  through two (2) years after the later of (I) the  placement  of the\nSystem on a Service and (ii) the  placement of the  Product(s) on the System (as\nsuch may be extended from time to time, the \"Exclusive  Period\"),  CS shall have\nthe exclusive right to market and sell the  Manufacturer's  products,  including\nthe Products,  on the On-Line Services.  Manufacturer  shall not make any of its\nproducts available for sale to any other on-line computer shopping system except\n(i) any  retailer  with  sales in excess of $100  million  that sells any of the\nproducts  of the  Manufacturer  as of the  date of this  Agreement  and (ii) any\non-line retailer which sells any of the  Manufacturer's  products as of the date\nof this Agreement.\n\n\n\n                                      - 2 -\n\n\n\n\n\n\n                        (b) The Exclusive Period shall be automatically extended\nfrom year to year unless  terminated by the  Manufacturer  by providing  written\nnotice to CS no earlier  than sixty  (60) days  prior to the  expiration  of the\nExclusive  Period and no later than thirty (30) days prior to the  expiration of\nthe Exclusive Period.\n\n                        (c) The provisions  of this section 12 shall survive the\ntermination of the Agreement.\n\n                   13.  TERMINATION. If either party fails to observe or perform\nany of its  obligations  contained  herein,  the other party may terminate  this\nAgreement  upon five (5) days  prior  written  notice to the other  party.  This\ntermination  shall be without prejudice to the accrued rights of the other party\nhereunder and without  prejudice to the party's  rights in connection  with such\nbreach. Upon termination of this Agreement, the Manufacturer's rights under this\nAgreement shall terminate and CS shall discontinue the Listing of the Product(s)\non the System.\n\n                   14.  INDEMNIFICATION.  Manufacturer  shall  indemnify  CS and\nhold CS, its directors, officers, employees and agents harmless from and against\nany  and  all  claims,  demands,  damages,  liabilities,   losses  and  expenses\n(including  reasonable  attorneys' fees), relating directly or indirectly to the\nProducts,  provided however that Manufacturer shall not indemnify CS against any\nclaims,  demands,  damages,  liabilities,  losses or expenses  arising from CS's\ngross negligence or willful misconduct.  This indemnification  shall survive the\ntermination of this Agreement.\n\n                   15.  NOTICES.   Except  as  otherwise  specifically  provided\nherein,  any  notices,  requests or other  communications  from one party to the\nother  shall be in writing  and shall be given to such party at the  address set\nforth in the preamble of this Agreement, or such other address as such party may\nfrom time to time  specify,  by hand  delivery,  courier  service  or  facsimile\ntransmission. Such notices will be effective upon receipt by the other party.\n\n                   16.  AMENDMENTS AND WAIVERS.  Any provision of this Agreement\nmay be amended or waived at any time if, and only if, such  amendment  or waiver\nis in writing and signed by the parties hereto. No failure or delay by any party\nhereto in  exercising  any right,  power or privilege  shall operate as a waiver\nthereof nor shall any single or partial  exercise  thereof preclude any other or\nfurther exercise thereof or the exercise of any other right, power or privilege.\nThe rights and remedies provided shall be cumulative and exclusive of any rights\nor  remedies  provided  by law or by any other  Agreement  between  the  parties\nhereto.\n\n                   17.  GOVERNING  LAW  AND  VENUE.  This  Agreement  is  to  be\ngoverned  by and  construed  in  accordance  with the  laws of the  State of New\nJersey.  Any legal proceedings to enforce this Agreement shall be brought in the\nstate or federal court sitting in New Jersey,  the parties hereto hereby waiving\nany claim or defense that such forum is not convenient or proper. The provisions\nof this Agreement  shall be binding upon and inure to the benefit of the parties\nhereto and their respective successors and assigns.\n\n                   18.  ASSIGNMENT.  CS  shall  have  the  right  at any time to\nassign and transfer this Agreement or its rights and obligations hereunder,  and\nfollowing  such  assignment  and transfer,  references to CS hereunder  shall be\ndeemed to be references to the assignee and\/or transferee. Manufacturer reserves\nthe right to terminate  this  Agreement if this Agreement is assigned to a party\nor parties that are direct competitors of the Manufacturer.\n\n                   19.  COUNTERPARTS.  This  Agreement  may be  executed  in any\nnumber of  counterparts,  each of which shall be deemed an  original  but all of\nwhich together shall constitute one and the same instrument.\n\n                   IN WITNESS  WHEREOF,  the parties  hereto have duly  executed\nthis Agreement this ____ day of ____________, 19__.\n\n\n                               ---------------------------------\n                                (\"Manufacturer\")\n\n\n                                By:\n                                   ---------------------------------------------\n                                   Name:\n                                   Title:\n\n                                CYBERSHOP, L.L.C.\n\n                                By:\n                                   ---------------------------------------------\n                                   Name:\n                                   Title:\n\n\n\n                                      - 3 -\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7700],"corporate_contracts_industries":[9510],"corporate_contracts_types":[9613,9619],"class_list":["post-42508","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-gsv-inc","corporate_contracts_industries-technology__programming","corporate_contracts_types-operations","corporate_contracts_types-operations__sales"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/42508","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=42508"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=42508"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=42508"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=42508"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}