Clothing Garment Template

Clothing Garment Template — Garment Production Agreement

Parties

Effective Date:

Recitals

WHEREAS, Client designs and owns certain apparel designs and technical specifications for garments and desires to engage Manufacturer to produce garments in accordance with the specifications and schedule set forth herein; and

WHEREAS, Manufacturer represents that it has the skill, capacity, facilities and experience to manufacture garments meeting the quality standards and delivery requirements described in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Manufacturer will produce and deliver garments to Client, including payment, confidentiality, quality control and termination provisions.

Scope of Work

Sampling and Approval: Sample Deadline: . Manufacturer shall deliver pre-production samples for Client approval. No production shall commence without Client's written approval of samples and any required fit approvals.

Payment Terms

Total Contract Amount: (exclusive of applicable taxes and shipping unless otherwise stated).

Unit Price (per garment): . Deposit: due upon execution. Balance due: .

Late Payment: Late payments shall incur interest at or the maximum permitted by law, whichever is less. Client is responsible for reasonable collection costs and legal fees incurred to enforce payment obligations.

Term and Termination

Term Commencement Date: . Anticipated Completion / End Date:

Either party may terminate for material breach if the breaching party fails to cure the breach within days after written notice. Either party may terminate for convenience upon days' prior written notice; Client shall pay Manufacturer for all work performed and non-cancelable commitments incurred through the effective termination date.

Confidentiality

Each party shall keep confidential all non-public information furnished by the other party that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Confidential information includes proprietary designs, technical specifications, cost data, and customer lists. The receiving party shall not use confidential information except to perform its obligations under this Agreement and shall not disclose it to third parties except to its employees, contractors or agents who have a need to know and who are bound by confidentiality obligations no less protective than those herein.

Confidentiality Duration: from the date of disclosure, except that trade secrets shall be protected for so long as they remain trade secrets under applicable law.

Quality, Inspection and Acceptance

Manufacturer warrants that all garments delivered will conform to the specifications, be free of material defects in workmanship and materials, and comply with applicable consumer safety and labeling laws. Client shall have the right to inspect and test goods within days after delivery and may reject non-conforming goods. Manufacturer shall, at its option, repair or replace defective goods or issue a refund for non-conforming goods within a reasonable time following notice of rejection.

Intellectual Property; License

Client retains all right, title and interest in designs, patterns and intellectual property provided to Manufacturer. Client grants Manufacturer a limited, non-exclusive, non-transferable license solely to manufacture the garments for Client under this Agreement. Manufacturer shall not use Client's designs for any other purpose or for other customers without Client's prior written consent.

Risk of Loss; Shipping

Unless otherwise agreed in writing, risk of loss passes to Client upon delivery to the carrier at Manufacturer's facility. Shipping terms: . Client is responsible for shipping costs unless otherwise stated in writing.

Indemnity and Compliance

Manufacturer shall comply with all applicable laws, regulations and industry standards in the manufacture, labeling and packaging of garments, including labor and safety laws. Manufacturer shall indemnify and hold Client harmless from claims arising out of Manufacturer's breach of law or breach of warranty. Client shall indemnify Manufacturer for claims arising from Client-supplied designs that infringe third-party rights.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of laws principles. The parties shall attempt in good faith to resolve disputes by negotiation. If unresolved, disputes shall be resolved by binding arbitration in the county of the Client's principal place of business or in a forum mutually agreed by the parties.

Entire Agreement; Amendments

This Agreement, including any specifications, purchase orders and approved samples expressly incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, negotiations and understandings. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability: If any provision is determined to be invalid or unenforceable, the remaining provisions will remain in full force and effect.

Notices: All notices required by this Agreement shall be in writing and delivered to the addresses set forth above by hand, certified mail, or nationally recognized courier service and shall be effective upon receipt.

Execution: This Agreement may be executed in counterparts and by electronic signature, each of which shall be deemed an original and all of which together shall constitute one instrument.

IN WITNESS WHEREOF, the parties have executed this Agreement through their authorized representatives.

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