“**MANUFACTURING AGREEMENT** THIS AGREEMENT is entered into this ________ day of ________, 20______, by and between _______________, a company incorporated under the laws of India, having its registered office at __________________ (hereinafter referred to as the “”Manufacturer””), and _______________, a company incorporated under the laws of India, having its registered office at ________________ (hereinafter referred to as the “”Company””). 1. **DEFINITIONS AND INTERPRETATIONS** In this Agreement, unless the context otherwise requires, the following expressions shall have the following meanings: 1.1 “”Product”” means the product to be manufactured by the Manufacturer for the Company as described in Appendix A. 2. **OBLIGATIONS OF THE MANUFACTURER** The Manufacturer shall: 2.1 Manufacture the Product in compliance with the standards, specifications, and quantity as provided by the Company. 2.2 Carry out all operations and activities necessary for the production of the Product. 3. **QUALITY AND INSPECTION** The Product shall be of the quality and standard as agreed upon by the Parties. The Company or its authorized representatives shall have the right to inspect the manufacturing process. 4. **DELIVERY** The Manufacturer shall deliver the Product to the Company at the place and within the time period agreed upon by the Parties. 5. **PRICE AND PAYMENT** The Company shall pay the Manufacturer for the Product as per the price and payment terms specified in Appendix B. 6. **INTELLECTUAL PROPERTY RIGHTS** All intellectual property rights in the Product, whether existing prior to or created during the performance of this Agreement, shall belong to the Company. 7. **CONFIDENTIALITY** The Parties shall keep confidential all information received from the other Party during the performance of this Agreement. 8. **TERMINATION** This Agreement may be terminated by either Party by giving the other Party written notice. 9. **FORCE MAJEURE** Neither Party shall be liable for any failure to perform its obligations under this Agreement if such failure is due to any unforeseen event beyond its reasonable control. 10. **INDEMNITY** Each Party agrees to indemnify the other Party from and against all losses, damages, claims, costs, and expenses arising out of any breach of this Agreement by the indemnifying Party. 11. **DISPUTE RESOLUTION** Any dispute arising out of or in connection with this Agreement shall be settled by arbitration. 12. **GOVERNING LAW AND JURISDICTION** This Agreement shall be governed by and construed in accordance with the laws of India. The courts in ___________ shall have exclusive jurisdiction. 13. **ASSIGNMENT** Neither Party may assign or transfer any of its rights or obligations under this Agreement without the prior written consent of the other Party. 14. **ENTIRE AGREEMENT** This Agreement contains the entire agreement and understanding between the Parties and supersedes all prior discussions, agreements, and understandings. 15. **AMENDMENT** No amendment or modification of this Agreement shall be valid unless it is in writing and signed by both Parties. 16. **WAIVER** No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by the Party making the waiver. 17. **SEVERABILITY** If any provision of this Agreement is held to be invalid or unenforceable, such provision shall be struck out and the remaining provisions shall be enforced. 18. **NOTICES** All notices, requests, and other communications under this Agreement must be in writing and delivered to the Parties at their respective addresses specified in this Agreement. 19. **NO PARTNERSHIP** Nothing in this Agreement shall be construed as creating a partnership, joint venture, or agency relationship between the Parties. 20. **NON-EXCLUSIVITY** This Agreement is on a non-exclusive basis and does not prevent either Party from entering into similar agreements with others. IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first above written. ____________________ Manufacturer ____________________ Company Witnessed by: ____________________ Name: Address: ____________________ Name: Address: **APPENDIX A – PRODUCT SPECIFICATION** **APPENDIX B – PRICE AND PAYMENT TERMS**”