标准代工生产协议Manufacture Agreement V1.0

Manufacturing Master Agreement

THIS MANUFACTURING AGREEMENT (this "Agreement") is made effective as of the day of

DD/MM/YY, by and between (i) , a company incorporated pursuant the laws of ,

having its registered office at ("CUSTOMER"), and (ii) XXX Development Limited ，a

company incorporated under the laws of Hong Kong, having its registered office at

("MANUFACTURER")

A. CUSTOMER is a proven leader in the design, development, marketing and supporting of easy-to-use electronics platforms and products, including hardware, software and educational content,

consisting of certain open source hardware and software and related documentation as set forth on

Exhibit A attached hereto (“Products”), and desires to have Manufacturer manufacture the Products

upon the conditions stated below;

B. MANUFACTURER has demonstrated that is able to manufacture the Products, in consideration

to its qualifications and its marketing ability, and desires to manufacture them on behalf of CUSTOMER;

C. CUSTOMER and MANUFACTURER desire to enter into this Agreement authorizing

MANUFACTURER to manufacture the Products upon the terms and provisions stated herein.

NOW, THEREFORE, in consideration of the foregoing, of the mutual promises hereinafter set

forth and of other good and valuable consideration, the receipt and sufficiency of which are hereby

acknowledged, the parties hereto, intending to be legally bound, hereby agree as follows:

1. DEFINITIONS.

1.1. Bill of Material represents the list of components used on the printed wiring board or printed

circuit board to be provided by CUSTOMER to MANUFACTURER.

1.2. Products. The term "Products" means hardware and/or components, parts, kits, accessories as

described more fully on Exhibit A attached hereto and incorporated herein by reference.

1.3. Documentation. The term "Documentation" means all applicable manuals and other written

materials (printed or in electronic form) provided by CUSTOMER to MANUFACTURER describing

the installation, operation and maintenance of the Products, and provided for the End User in

connection with the Products.

1.4. End User. The term "End User" means a person/entity who is the retail consumer of the

Products.

1.5. Software. The term “Software” means any computer software program including any

components, functions and related documentation

1.6. Territory. The term "Territory" means “worldwide”.

MANUFACTURING AGREEMENT

2. APPOINTMENT OF MANUFACTURER.

2.1. Grant of Certain Manufacturing Rights.

(a) CUSTOMER hereby grants to MANUFACTURER, and MANUFACTURER hereby

accepts, the right to manufacture (on a Bill of Material basis) the Products as mutually agreed upon,

in accordance with the provisions of this Agreement.

(b) In accepting such grant, MANUFACTURER agrees that it may, only with the

prior written approval of CUSTOMER, assign any of its rights, duties or obligations under this

Agreement.

(c) In no event, and for no reason whatsoever, MANUFACTURER may act as

representative in any capacity or in the name of and on behalf of CUSTOMER, or may assume

obligations in the name or on behalf of CUSTOMER. MANUFACTURER will be exclusively responsible

for its business relationships.

3. UNDERTAKINGS OF MANUFACTURER

3.1. Duties of MANUFACTURER. MANUFACTURER agrees:

(a) To manufacture the Products according to the agreed technical specifications

and Bills of Materials;

(b)

CUSTOMER;

(c)

(d)

(e)

(f)

To put a serial number sticker on the board (in case of board production);

To provide for leaflets and stickers if so agreed;

To package Products ready for shipping if so agreed;

To produce the batch accordingly to the lead time as reported in the Exibit C

To test the Products based on a procedure previously agreed with

(g) To perform changes in the manufacturing process if so requested by

CUSTOMER or if there are quality issues which could damage customers or CUSTOMER’s

reputation;

(h) To notify CUSTOMER promptly of any Product defects or other unresolved

technical problems concerning the installation, use, or performance of the Products.

In avoidance of any doubt, MANUFACUTURER shall not be obliged to provide any software support

and CUSTOMER shall be responsible for all software issues including software design, upgrade,

compatibility, etc. MANUFACTURER will not launch any certification application no matter it is

requested by Customer or any mandatory regulations, if CUSTOMER wish to process any

certification the Parties shall negotiate a separate agreements.

3.2. Indemnification. MANUFACTURER agrees to indemnify and hold CUSTOMER harmless from

and against any and all claims, liabilities, costs and expenses (including reasonable legal fees and

costs) arising out of (i) the improper manufacturing of the Products by MANUFACTURER or its

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employees and agents, (ii)any negligent, wrongful or intentional acts or omissions on the part of

MANUFACTURER or its employees and agents. MANUFACTURER will not indemnify CUSTOMER

and CUSTOMER shall reimburse MANUFACTURER for all losses caused therefrom if the claims,

liabilities, costs and expenses are results of CUSTOMER’s misguiding or its supply of defective

technical specifications or Bills of Materials causes the claims, liabilities, costs and expenses.

3.3. Certain Covenants. MANUFACTURER agrees to act under its own responsibility in its business

relations and not to make any warranties to any third party concerning the Products that are not in

accordance with the Documentation.

4. TRADE SECRETS AND PROPRIETARY INFORMATION.

4.1. Proprietary Nature of Products.

(a) MANUFACTURER acknowledges that CUSTOMER is the owner of all the IP on

Products, that CUSTOMER claims all intellectual and industrial property rights granted by law

therein and that, except as set forth herein, CUSTOMER does not hereby grant any rights or

ownership of the Products to MANUFACTURER or any third party. Except as set forth herein,

MANUFACTURER agrees not to copy or otherwise reproduce any Product, in whole or in part,

without CUSTOMER's prior written consent. MANUFACTURER further agrees to take all reasonable

steps to ensure that no unauthorized persons shall have access to any of the Products and that all

authorized persons having access to the Products shall refrain from any such disclosure, duplication

or reproduction except to the extent reasonably required in the performance of MANUFACTURER's

duties under this Agreement.

(b) MANUFACTURER is authorized to use the Products’ trademarks for the sole

purpose of manufacturing the Products. Any other use is expressly forbidden without the prior

written consent of CUSTOMER. MANUFACTURER hereby undertakes not to use the Products’

registered marks, or other names or similar marks which may be misleading for customers and the

public, as its business name and/or trademark for products or services and/or corporate name or

part of the name of a web domain and/or email. Manufacturer undertakes not to use the Products’

registered marks within the context of events, exhibitions or theme meetings.

(c) MANUFACTURER agrees to accord the Products and all other confidential

information relating to this Agreement the same degree and methods of protections as

MANUFACTURER undertakes with respect to its confidential information, trade secrets and other

proprietary data.

4.2. No Product Modifications. Unless otherwise permitted, MANUFACTURER shall not have the

right under this Agreement to modify or alter any of the Products without the prior written consent

of CUSTOMER. In the event that MANUFACTURER makes any such modification or alteration,

MANUFACTURER shall keep all the altered Products away from any commercial use.

5. PRICE, PAYMENT TERMS.

5.1. Price and Payment Terms.

(a) CUSTOMER and MANUFACTURER will agree on a manufacturing price

(“PRICE”) to supply the Products to CUSTOMER as mutually agreed from time to time.

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(b) CUSTOMER agrees to pay MANUFACTURER for Products ordered as below:

30% prepaid, balance due to be paid upon receipt of shipment by MANUFACTURER of the

corresponding Product.

6. TERM AND TERMINATION

The Term of this Agreement shall commence as of the effective date hereof and shall continue for a

term of one year; this Agreement shall be renewed automatically for an additional one year period;

both parties have the right to terminate the agreement upon ninety (90) days prior notice of no

renewal by registered mail with receipt.

7. GENERAL PROVISIONS.

7.1. Modification or Amendment. Except to the extent and in the manner specified in this

Agreement, any modification or amendment of any provision of this Agreement must be in writing

and bear the signature of the duly authorized representative of each party.

7.2. Law Governing Agreement and Jurisdiction. The validity of this Agreement and the rights,

obligations and relations of the parties hereunder shall be construed and determined under and in

accordance with the substantive laws of Hong Kong, without regard to its rules of conflicts of law.

Any legal actions or proceeding arising under this agreement or the termination of this agreement

or any dispute, claim controversy arising out of or relating to any interpretation, construction,

performance or breach of this Agreement, shall be submitted to Hong Kong International

Arbitration Center (HKIAC) in accordance with Hong Kong International Arbitration Center

administered arbitration rules in force at such time which rules shall be deemed to be incorporated

by reference into this Agreement. The place of arbitration shall be in Hong Kong. The tribunal shall

consist of one (1) arbitrator chosen by the HKIAC under its rules if the Parties cannot otherwise

agree upon an arbitrator. The arbitration shall be conducted in English Language..

7.3. Severability. If any provision of this Agreement is determined by a court of competent

jurisdiction to be in violation of any applicable law or otherwise invalid or unenforceable, such

provision shall to such extent as it shall be determined to be illegal, invalid or unenforceable under

such law be deemed null and void, but this Agreement shall otherwise remain in full force and

effect.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed by their duly

authorized representatives as of the day and year first above written.

CUSTOMER:

By:

Title:

Address:

MANUFACTURER:

XXX Development Limited

By: Eric Pan

Title: CEO

Address: FLAT C 23/F

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Telephone:

Fax:

LUCKY PLAZA 315-321 LOCKHART ROAD

WAN CHAI HK

Telephone:

Fax:

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