Manufacturing Agreement Template and How to Draft One (2026)

What is a manufacturing agreement, and when do you need one? A manufacturing agreement is a contract in which one party, the manufacturer or contract manufacturer, agrees to make goods to another party's specifications, often under that party's brand. You need one whenever you outsource production: a brand using a contract manufacturer, an OEM arrangement, or a company having a component made to its design. The agreement fixes what is made, to what quality, at what price, who owns the design and tooling, and who is responsible when something goes wrong. Getting it right protects your product, your brand and your supply chain. Below is a manufacturing agreement template you can copy and adapt, followed by plain-English guidance on how to fill each clause. This is general information, not legal advice. For a high-value or cross-border arrangement, have a qualified lawyer review the final document. ## Manufacturing agreement template ```

MANUFACTURING AGREEMENT This Manufacturing Agreement ("Agreement") is made on [DATE] BETWEEN: [CUSTOMER LEGAL NAME], [registration / address] ("Customer") AND [MANUFACTURER LEGAL NAME], [registration / address] ("Manufacturer") 1. PRODUCTS AND SPECIFICATIONS The Manufacturer will manufacture the products described in Schedule 1 (the "Products") strictly to the specifications, drawings and quality standards set out there. No change to the specification is valid unless agreed in writing by both parties. 2. ORDERS AND FORECASTS The Customer will place orders by [PURCHASE ORDER]. The Manufacturer will accept conforming orders within [N] days. The Customer may give non-binding forecasts to help planning. Lead time is [N] days. 3. PRICE AND PAYMENT Prices are set out in Schedule 2. Prices are [fixed for N months / reviewed as stated]. Invoices are payable within [N] days. Prices are [exclusive / inclusive] of taxes such as GST/VAT and of [delivery terms, e.g. Incoterms]. 4. QUALITY AND INSPECTION The Manufacturer will operate [quality standard / process] and allow the Customer to inspect and audit. The Customer may reject Products that do not meet specification within [N] days of delivery. Rejected Products will be repaired, replaced or refunded. 5. DELIVERY AND RISK The Manufacturer will deliver to [LOCATION] on [Incoterms / basis]. Title and risk pass to the Customer on [delivery / payment], as stated. Time for delivery is [of the essence / an estimate]. 6. INTELLECTUAL PROPERTY AND TOOLING All IP in the Customer's designs, drawings and brand remains the Customer's. Any tooling, moulds or jigs paid for by the Customer are the Customer's property and returned on request. The Manufacturer grants no rights to use the Customer's IP outside this Agreement. 7. CONFIDENTIALITY Each party keeps the other's confidential information secret, uses it only for this Agreement, and returns or deletes it on request, with normal exceptions for public information or disclosure required by law. 8. WARRANTIES AND COMPLIANCE The Manufacturer warrants the Products will meet the specification, be free from defects in materials and workmanship for [N] months, and comply with applicable laws and safety standards. The Manufacturer will not subcontract production without the Customer's written consent. 9. LIABILITY AND INDEMNITY Neither party is liable for indirect or consequential loss. Each party's liability is capped at [AMOUNT / fees paid over N months], except for breach of confidentiality, IP infringement, defective product liability, or liability that cannot be limited by law. The Manufacturer indemnifies the Customer against claims arising from defective manufacture. 10. INSURANCE The Manufacturer will maintain [product liability / other] insurance of at least [AMOUNT] and provide evidence on request. 11. TERM AND TERMINATION This Agreement runs for [N] years and renews unless either party gives [N] months' notice. Either party may end it immediately for a material breach not fixed within [N] days, or for insolvency. On termination the Manufacturer delivers finished Products, work in progress and tooling. 12. GOVERNING LAW This Agreement is governed by the laws of [JURISDICTION]. Disputes will be resolved by [courts of [PLACE] / arbitration seated in [PLACE]]. SCHEDULE 1: Products and specifications SCHEDULE 2: Prices SIGNED: For the Customer: ________________ Date: __________ For the Manufacturer: ____________ Date: __________