MANUFACTURING AND SUPPLY AGREEMENT — DRAFTING TEMPLATE
Template version 1.0.0 — free of charge from NOSK.life / NOSK.space
EDUCATIONAL TEMPLATE ONLY. This is not legal advice. Have any agreement reviewed
by a qualified lawyer in the governing jurisdiction before signing.

1. PARTIES
   1.1 Buyer: [legal name, registration number, registered address]
   1.2 Supplier: [legal name, registration number, registered address]
   1.3 Effective date: [date]

2. SCOPE
   2.1 The Supplier shall manufacture and supply the products described in each
       Purchase Order and the approved technical package [reference and revision].
   2.2 Each Purchase Order forms part of this Agreement. In case of conflict,
       [this Agreement / the Purchase Order] prevails.

3. SPECIFICATIONS AND APPROVALS
   3.1 Approved samples: [proto / fit / pre-production / shipment sample].
   3.2 No change to material, trim, factory or sub-contractor without prior
       written approval of the Buyer.
   3.3 Nominated suppliers: [list or "none"].

4. PRICE, PAYMENT AND CURRENCY
   4.1 Prices are [Incoterm 2020 rule] [named place], in [currency].
   4.2 Payment terms: [e.g. irrevocable L/C at sight / TT x days from B/L date].
   4.3 Price validity and the mechanism for raw-material price movement: [ ].

5. DELIVERY
   5.1 Ex-factory and on-board dates are stated in each Purchase Order.
   5.2 Late delivery remedy: [air-freight cost sharing / discount / cancellation],
       triggered after [ ] days.

6. QUALITY AND INSPECTION
   6.1 Inspection standard and defect classification: [buyer manual reference].
   6.2 The Buyer may inspect at any stage on [ ] hours notice.
   6.3 Rejected lots: [rework / discount / return / cancellation] and who bears cost.

7. COMPLIANCE
   7.1 The Supplier complies with applicable labour, health, safety, building,
       environmental and chemical-management law and with the Buyer's code of
       conduct [reference].
   7.2 Audit and remediation rights, and the disclosure of sub-contracted units.
   7.3 Restricted substances list reference: [ ].

8. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
   8.1 Designs, patterns, artwork and technical packages remain the Buyer's property.
   8.2 No production of surplus, seconds or branded goods for third parties.
   8.3 Confidentiality obligations and their duration.

9. LIABILITY, INSURANCE AND INDEMNITY
   9.1 Product liability, recall cost allocation and insurance to be maintained.
   9.2 Any limitation or cap on liability: [ ].

10. TERM AND TERMINATION
    10.1 Term: [ ]. Renewal: [ ]. Notice period: [ ].
    10.2 Termination for material breach, insolvency or compliance failure.
    10.3 Treatment of work in progress and paid-for materials on termination.

11. FORCE MAJEURE — definition, notice period and consequences.

12. GOVERNING LAW AND DISPUTE RESOLUTION
    12.1 Governing law: [ ]. 12.2 Forum or arbitration seat and rules: [ ].

13. GENERAL — assignment, anti-bribery, notices, entire agreement, amendments in writing.

SIGNED
Buyer: name / title / date / signature
Supplier: name / title / date / signature