1. This is an OEM agreement we drafted for one of our clients, who is very happy for our work and authorize us to show
part of it in an anonymous manner for privacy protection.
There are more rights and less obligations stipulated for the manufacturer in this agreement as our client is the
manufacturer in this OEM cooperation. If we are representing the purchaser, we will use a totally different tactic.
This is the English version drafted by us.. We can supply the Chinese counterpart which is MATERIALLY THE SAME
AS the English version.
MANUFACTURING AND SUPPLY AGREEMENT
THIS MANUFACTURING AND SUPPLY AGREEMENT (this “Agreement”) is made at
______________on ________ (day of) _________, 2015 between
[Chinese Company name], a company established under the laws of the People’s Republic of China
(Registration Number: [insert number]), and having its principal offices at [insert address]
(“Purchaser”);
and
ABCD Bhd, a company established under the laws of Malaysia, and having its registered office at
[insert address] Malaysia (“Manufacturer”).
Purchaser and Manufacturer are each referred to individually herein as a “Party” and are referred to
collectively herein as “Parties”.
RECITALS
A Manufacturer is a Malaysia based company which engages in the manufacture of the Product
(defined below).
B Purchasing Company is a China based company which intends to purchase the Product from
Manufacturer in order to distribute the Product in the Territory (defined below).
C Manufacturer agrees to sell and deliver the Product to Purchaser for the Purchaser’s
distribution of Product in the Territory.
D Both Parties affirm to understand all of the provisions contained in this Agreement, and in
case either Party requires clarification as to one or more of the provisions contained herein,
either Party has requested clarification or otherwise sought legal guidance.
NOW THE PARTIES AGREE as follows:

2. Article 1 Definitions and Interpretations
1.1 Definitions
Whenever used in this Agreement, the following words and phrases, unless the context otherwise
requires, shall have the following meanings:
(a) “Agreement” means this Manufacturing and Supply Agreement and all
Annexures, if any, however described, attached to it.
(b) “Annual MOQ” means the Annual Minimum Order Quantity, which is the
minimum total order quantity for all the Orders placed and actually paid for by
Purchaser in a period of a year starting from the Effective Date or any anniversary
thereof. The Annual MOQ may be amended from time to time according to this
Agreement.
(c) “Confidential Information” means the terms of this Agreement and all
documents, materials and other information of the Party which discloses the
information (the “Disclosing Party”), including third party information provided
to the Disclosing Party in confidence, whether technical or commercial, obtained
or received by the Party which receives the information (the “Recipient Party”)
as a result of entering into or performing its obligations under this Agreement and
relating to the negotiation, provisions or subject matter of this Agreement
including, but without prejudice to the generality of the foregoing, drawings,
drafts, descriptions, attachments, trade secrets, all information related to materials,
specifications, prices, quantities, designs, the officers and shareholders of both
Parties, and any materials prepared by either Party and derived from Confidential
Information, even if such information has not expressly been defined as
confidential or secret, but excludes:
(i) Such information after it becomes known to the public at large (other than as a
direct or indirect consequence of any disclosure of that information by either
Party or any of its Personnel);
(ii) Such information already in the possession of the Recipient Party otherwise
than directly or indirectly from the Disclosing Party or its Personnel; or
(iii)Such information received by a Party from a third person legally entitled to
possess such information and provide it to that Party without an obligation of
confidence, where such disclosure accords with the rights or permission
lawfully granted to that first-mentioned Party by that third person.
(d) “Effective Date” means the date of execution of this Agreement.
(e) “Event of Force Majeure” has the meaning set forth in Article 15.
(f) “FCA Location” has the meaning set forth in Article 6, which shall be, without
being designated by an Order or as otherwise agreed upon by the Parties, the
premises of Manufacturer.

3. (g) “Intellectual Property Rights” means:
(i) all patents and applications and rights to apply patents (and any similar or
equivalent protection in any part of the world) relating to the Product or any
element of them.
(ii) all rights to copyright (and any similar or equivalent protection in any part
of the world), whether or not registered or registerable in information or
data of any nature relating to or forming part of the Product including
(without limitation) copyright in drawings, software and any other
documents or programs produced as part of or in connection with the
Product;
(iii) all know how (and any similar or equivalent protection in any part of the
world) in respect of the Product or any element of them;
(iv) all registered or unregistered trademarks and trade names (and any similar
or equivalent protection in any part of the world) in respect of the Product
or any part of them and applications for registered trademarks or such other
protection;
(v) any other form of Intellectual Property Rights relating to the Product, in
each case whether existing as at the date of this Agreement or brought into
existence after that date.
(h) “MOQ” means the Minimum Order Quantity of each individual Order placed by
Purchaser. If the quantity of the Product in an Order placed by Purchaser is less
than the MOQ, Manufacturer shall be entitled to reject the Order, or to accept the
Order by increasing the quantity to the extent satisfying the MOQ without prior
written notice to Purchaser, in which case Purchaser shall not reject the delivery of
the increased quantity for the purpose of satisfying MOQ.
(i) “Order” means an order placed by Purchaser identified as such, for the supply of
certain quantity of Product and “Orders” shall be construed accordingly.
(j) “Personnel” means the directors, senior management personnel, employees,
agents and consultants of a Party.
(k) “Price Increase” means the increase of the Product Price which may be
determined by Manufacturer in its sole discretion and the increased Product Price
shall be effective on all future Orders after five (5) days of prior written notice
sent to Purchaser by Manufacturer, provided that i) Price Increase shall not be
executed before the third anniversary of the Effective Date; ii) each Price Increase
shall not be more than [10%] of the applicable Product Price on the last day of the
previous year; iii) Price Increase may be executed once as maximum within a
calendar year; and iv) in case that Price Increase is executed by Manufacturer,
Purchaser shall have the right to terminate this Agreement according to Article
13.5.

4. (l) “Product” means the product identified with the trademark of Liviate that is
manufactured by the Manufacturer and is supplied by Manufacturer to Purchaser
according to this Agreement.
(m) “Product Price” means the amount payable by Purchaser in accordance with the
terms and conditions of this Agreement for the supply of Product by Manufacturer
to Purchaser.
(n) “Term” means the period specified in Article 13.1.
(o) “Territory” means the People's Republic of China, excluding the territories of
Hong Kong SAR, Macau SAR and Taiwan.
(p) “Trademarks” means all the trademarks and trade names, whether or not
registered, which are owned and used by or under license and which appear on the
Product including without limitation, the trademark of “Liviate”, which is solely
owned by Purchaser.
1.2 Interpretation
In this Agreement, unless the contrary intention appears
(a) a reference to a clause, schedule, annex, annexure or appendix is a reference to a
clause of or schedule, annex, annexure or appendix to this Agreement and
references to this Agreement include any recital, schedule, annex, annexure or
appendix;
(b) a reference to this Agreement or another instrument includes any variation or
replacement of either of them;
(c) a reference to a circular, implementing rule, notice, rules, measures or other law
includes regulations and other instruments under it and consolidations, amendments,
re-enactments or replacements of any of them whether before or after the date of
this Agreement;
(d) the singular includes the plural and vice versa;
(e) if a word or phrase is defined, its other grammatical forms have a corresponding
meaning;
(f) “person” includes a firm, a body corporate, an unincorporated association or an
authority;
(g) a reference to a person includes a reference to the person’s executors, administrators,
successors, substitutes (including persons taking by novation) and assigns;
(h) a reference to a Party to this Agreement includes a reference to the Party’s executors,
administrators, successors, substitutes (including persons taking by novation) and
assigns;

5. (i) if a period of time is specified and dates from a given day or the day of an act or
event, it is to be calculated exclusive of that day;
(j) unless otherwise specified, day shall mean calendar day, and business day shall
mean normal working day, excluding public holidays in the relevant location, and
any factory shutdown period advised by one party to the other not less than one
month before start of the shutdown period; and
(k) the verb “include” (in any form) is not used as a word of limitation and is taken to
be followed by the words: “but not limited to” or “but is (or are) not limited to”, as
the case requires.
(l) Headings are inserted for convenience and do not affect the interpretation of this
Agreement.
Article 2 Representations and Warranties
2.1 Representations and Warranties of the Parties:
Each Party represents and warrants that:
(a) It is a company duly organized, validly existing and in good standing under the laws
of its country;
(b) It has full legal right, power and authority to execute and deliver this Agreement
and to observe and perform its obligations under this Agreement;
(c) It has taken all appropriate and necessary corporate actions to authorize the
execution of this Agreement and to authorize the performance and observance of
the terms and conditions of this Agreement; and
(d) It has obtained all consents, approvals and authorizations necessary for the valid
execution and delivery of this Agreement and for the observance and performance
of its obligations hereunder.
2.2 The Parties agree that this Article 2 shall survive expiry or termination of this Agreement.
2.3 The Parties further agree that any breach by any Party of any of the provisions of this Article
2 shall give the other Party the grounds to immediately terminate this Agreement and seek
damages arising from or in connection with the breach.
2.4 Purchaser hereby agrees to indemnify and hold Manufacturer harmless against any losses
or damages incurred by Manufacturer as a result of or in connection with the breach by
Purchaser of the representations and warranties given by Purchaser under this Article 2.

6. Article 3 Exclusivity
3.1 Purchaser agrees to purchase exclusively from Manufacturer, and Manufacturer agrees to
sell to Purchaser, the Product from time to time in accordance with the terms and conditions
of this Agreement.
3.2 Purchaser agrees to distribute and sell the Product within the Territory only. Without
limiting the generality of the foregoing, Purchaser shall not, directly or indirectly, including
through any agents, distribute or sell the Product outside the Territory and shall not solicit
orders for the Product, advertise the Product or keep any stock of the Product outside the
Territory.
3.3 Purchaser further agrees not to distribute, market or sell Product to any person within the
Territory if Purchaser knows or has any reason to believe that such Product will be resold
by such person, directly or indirectly, outside the Territory. If Purchaser becomes aware that
any person to whom they supply any Product is marketing or selling, or is planning to market
or sell, the Product outside the Territory, Purchaser shall cease forthwith to supply such
person with Product.
Article 4 Order
4.1 After the execution of this Agreement, Purchaser shall, from time to time, provide
Manufacturer with completed and duly authorized Orders by facsimile or email in
accordance with Article 16.7 specifying each of the following, if applicable: (i) the types
and quantities of the Product to be sourced from Manufacturer; (ii) the Product Price; (iii)
the addresses for delivery; (iv) the incorporation by reference of this Agreement; (v) the
requested date(s) of shipment; and (vi) any other information required under this
Agreement to be included in an Order.
4.2 If Manufacturer accepts an Order, it shall sign and return the Order to Purchaser no later
than three (3) business days after receipt of the Order.
4.3 After receipt of an Order, Manufacturer may also request Purchaser to amend certain terms
of the Order, including but not limited to the delivery date of the Order or a Price Increase.
If Purchaser accepts the amendment request, it shall provide Manufacturer with an amended
Order no later than three (3) business days after receipt of the amendment request. Purchaser
shall not unreasonably reject the amendment request raised by Manufacturer. If Purchaser
fails to respond to Manufacturer within three (3) business days after receipt of
Manufacturer’s amendment request, Purchaser shall be deemed as having accepted the
amendment request and issued an amended Order, under which circumstance Manufacturer
may carry out the production and delivery based on the amended Order.
4.4 Once Purchaser accepts an Order in the manner set forth in Article 4.2 or Article 4.3, the
Order shall be incorporated by reference and shall become a part of this Agreement. Terms
and conditions in such Order shall supersede any conflicting terms and conditions in this
Agreement.
4.5 The delivery date of each Order shall not be earlier than the thirtieth (30) day after the
acceptance of such Order by Manufacturer. Purchaser further agrees that considering the

7. possible complex situations that Manufacturer may face during the production,
Manufacturer may, in its sole discretion, postpone the agreed delivery date in an Order with
a reasonable period of fifteen (15) days maximum, which shall not be deemed as a breach
to this Agreement by Manufacturer.
4.6 Purchaser agrees that considering the possible complex situations that Manufacturer may
face during the production, Manufacturer may, in its sole discretion, deliver more or less
than the quantity agreed in an Order, which shall not be deemed as a breach of this
Agreement by Manufacturer, provided that the quantity actually delivered by Manufacturer
is no more than 110% and no less than 90% of the originally agreed quantity in the Order.
In such case, Purchaser shall accept the delivery in full and make supplemental payment or
offset the overpayment accordingly, as the case may be, in its next payment.
4.7 The MOQ for an Order shall be 1,000 boxes. The Annual MOQ of the first year starting
from the Effective Date shall be 10,000 boxes, the Annual MOQ of the second year shall be
300,000 boxes and the Annual MOQ of the third year shall be 600,000 boxes. The Annual
MOQ of any year thereafter shall not be less than that of the previous year or the total order
quantity of the previous year, whichever is greater. [You may also consider to provide as
detailed as to how many sachets for the MOQ and the Annual MOQ as 1000 2-sachet boxes
is different from 1000 8-sachet boxes.]
If Purchaser fails to satisfy the Annual MOQ requirement of a certain year, it shall indemnify
Manufacturer with the amount of 20% of the difference between the total amount of the
Annual MOQ of that year and the total amount actually paid by Purchaser to Manufacturer
for all the Orders placed by Purchaser within that year, which shall be paid by Purchaser to
Manufacturer within fifteen (15) days of the commencement of the next year, failing which
shall be deemed as a material breach of this Agreement by Purchaser. The aforesaid
indemnity shall be in addition to any other indemnity that Manufacturer is entitled to under
any other provisions of this Agreement.