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Document Preview Standard Manufacturing Agreement |
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Title: |
Standard Manufacturing Agreement |
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Entities: |
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Date: |
2000 |
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Size: |
Preview shows 5KB of 53KB total |
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Price: |
$38 |
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ID: |
#1324436 |
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NVID INTERNATIONAL, INC.
STANDARD MANUFACTURING AGREEMENT
Pacific Rim Countries
THIS STANDARD MANUFACTURING AGREEMENT (the "Agreement") is made and
entered into effective as of the 17" day of September 1999 (the "Effective
Date"), by and among, NVID International, Inc. a Delaware corporation
("Company"), and, ETIR20 a Florida corporation ("Manufacturer") and Andrew
Arata, an individual ("Arata").
WITNESSETH:
WHEREAS, Company designs, develops, distributes and sells certain
Products, as defined below, and
WHEREAS, Manufacturer designs, develops, and manufactures certain
blended products; and.
WHEREAS, upon the terms and conditions set forth herein, Company and
Manufacturer desire to enter into an agreement where under Manufacturer will (1)
manufacture, package, and/or oversee the manufacture and packaging of the
Products, as defined below and as more particularly described on Schedule 1
attached hereto, in accordance with Company's design specifications, and (2)
test the Products in accordance with Company's functional test specifications.
NOW, THEREFORE, in consideration of the foregoing recitals and the
terms, provisions, and conditions set forth herein, the parties hereto,
intending to be legally bound hereby, agree as follows:
Section 1: Definitions. For the purposes of this Agreement, the
following definitions shall have the following meanings, except as otherwise
specifically set forth herein:
(a) "Affiliate" means, with-respect to a specified Person, any other
Person who or which directly (or indirectly through one or more intermediaries)
controls, is controlled by, or is under common control with the Person
specified. For the purpose of this definition, the word "control" means, as to
any Person, the power to direct or cause the direction of the management and
policies of such Person, whether through the ownership of voting securities, by
contract, or otherwise.
(b) "Company Product Schedule" means the written manufacturing schedule
provided by Company to Manufacturer, specifying the description, quantity,
packaging and shipping instructions and requested delivery date for the
Products.
(c) "Company Packaging Specifications" means the packaging and shipping
specifications ,supplied by the Company as set forth on Schedule 5 attached to
this Agreement.
(d) "Company Testing Procedures" means the testing specifications,
procedures, standards and parameters provided by the Company as set forth on
Schedule 4 attached to this Agreement.
(e) "Confidential Information" has the meaning set forth in Section 12
of this Agreement.
154
<PAGE>
(f) "Delivery" shall mean FOB to , the carrier selected by Company, or
selected by Manufacturer and reasonably acceptable to Company.
(g) "Disclosing Party" has the meaning set forth in Section 12 of this
Agreement.
(h) "Fee and Price Schedule" means the schedules of fee and prices
agreed to by the parties for each Product covered by this Agreement as set forth
in Schedule 3 attached hereto, including any updates, modifications or
amendments thereto as may be agreed to by the parties in writing.
(j) "Governmental Body" means any (i) nation, state, country, city,
town, village, district, or other jurisdiction of any nature; (ii) federal,
state, local, municipal, foreign, or other government; (iii) governmental or
quasi-governmental authority of any nature (including any governmental agency,
branch, department, official, or entity and any court or other tribunal; (iv)
multi-national organization or body; or (v) body exercising, or entitled to
exercise, any administrative, executive, judicial, legislative, police,
regulatory, or taxing authority or power of any nature.
(j) "Intellectual Property" means, with respect to a specified Person,
(i) all registered and unregistered trademarks, service marks, and applications
therefore relating to the Products; and (ii) all patents, patent applications,
and inventions, and discoveries relating to the Products.
(k) "Manufacturer Exclusive Territory" means New Zealand, Thailand,
Indonesia, Philippines, Taiwan, Singapore, Malaysia, and Australia.
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