Textile Manufacturing Agreement

TEXTILE MANUFACTURING AGREEMENT

This Textile Manufacturing Agreement ("Agreement") is made and entered into as of , by and between:

RECITALS

WHEREAS, Manufacturer is engaged in the business of producing textile goods including but not limited to woven fabrics, knitwear, and finished garments, and possesses the manufacturing capacity, machinery, and technical expertise necessary to produce the products described in this Agreement; and

WHEREAS, Client desires to engage Manufacturer to manufacture textile products in accordance with Client's specifications and requirements, and Manufacturer is willing to manufacture such products under the terms and conditions set forth herein; and

WHEREAS, the parties desire to set forth their respective rights and obligations with respect to product specifications, quality standards, delivery schedules, pricing, confidentiality, and related matters.

SCOPE OF WORK

Manufacturer shall manufacture, assemble, and deliver the textile products described below in accordance with the specifications, samples, and schedules approved by Client. Manufacturer shall perform all manufacturing services in a professional manner consistent with industry standards.

SPECIFICATIONS AND QUALITY

Client shall provide detailed technical specifications, artwork, patterns, samples, and quality criteria prior to commencement of production. Manufacturer's obligations are limited to manufacturing in conformity with such materials approved in writing by Client. Manufacturer shall maintain quality control procedures to ensure compliance with the approved specifications.

CHANGES, SAMPLES, AND APPROVALS

Client may request changes to specifications prior to commencement of production. Any change after approval shall be subject to Manufacturer's written acceptance and an equitable adjustment to price and delivery schedule. Manufacturer shall provide pre-production samples, and Client shall approve or reject such samples within days of receipt; failure to timely respond shall be deemed approval.

DELIVERY AND ACCEPTANCE

Manufacturer shall deliver goods FCA (or as otherwise specified) to the delivery location below within the lead times agreed in each purchase order. Title and risk of loss shall pass to Client upon delivery to the carrier unless otherwise expressly agreed in writing.

Client shall inspect shipments and notify Manufacturer in writing of any nonconformity within days of receipt. Failure to give timely notice will constitute acceptance.

PRICE AND PAYMENT TERMS

The price for the products and services to be provided under this Agreement shall be as set forth in individual purchase orders issued by Client and accepted by Manufacturer. The following general payment terms apply:

Unless otherwise agreed in writing, payments are due within days of invoice. Late payments shall bear interest at the rate of per month or the maximum rate permitted by applicable law, whichever is lower. Client shall be responsible for any reasonable collection costs incurred by Manufacturer.

TERM AND TERMINATION

This Agreement shall commence on the Start Date set forth below and shall continue in effect until the End Date, unless earlier terminated in accordance with this Section.

Start Date:

End Date:

Either party may terminate this Agreement for material breach by the other party upon days' prior written notice if such breach remains uncured at the expiration of such notice period. Either party may terminate for insolvency or prolonged force majeure as described below.

CONFIDENTIALITY

Each party acknowledges that during the term it will have access to confidential and proprietary information of the other party, including but not limited to technical specifications, formulas, designs, patterns, pricing, customer lists, and production processes ("Confidential Information"). Each party shall: (a) hold Confidential Information in strict confidence; (b) not disclose Confidential Information to any third party except to employees, agents, or subcontractors who have a need to know and are bound by confidentiality obligations; and (c) use Confidential Information only for the performance of this Agreement. The confidentiality obligations shall survive termination for a period of five (5) years.

Confidentiality obligations are mutual

INTELLECTUAL PROPERTY

Client retains all title and ownership to designs, trademarks, patterns, and other intellectual property provided to Manufacturer. Manufacturer shall not use Client's intellectual property for any purpose other than performing this Agreement and shall not register or claim any right in such intellectual property. Notwithstanding the foregoing, improvements or developments made solely by Manufacturer using Manufacturer's proprietary processes shall remain Manufacturer's property unless assigned in writing.

WARRANTIES; LIMITATION OF LIABILITY; INDEMNIFICATION

Manufacturer warrants that products delivered shall materially conform to the approved specifications and shall be free from defects in material and workmanship for a period of from delivery. Client's exclusive remedies for breach of warranty shall be repair, replacement, or refund at Manufacturer's option, provided Client notifies Manufacturer in writing within the warranty period.

Except for the express warranties set forth herein, Manufacturer disclaims all other warranties, express or implied. In no event shall either party be liable for incidental, consequential, special, or punitive damages, and aggregate liability shall not exceed the total amounts paid by Client under the applicable purchase order.

Each party shall indemnify, defend, and hold harmless the other party from and against any third-party claims arising from the indemnifying party's negligence, willful misconduct, or breach of this Agreement, subject to the indemnified party's compliance with reasonable notice and cooperation requirements.

FORCE MAJEURE

Neither party shall be liable for delays or failures in performance resulting from events beyond its reasonable control, including natural disasters, acts of government, labor disputes, shortages of materials, or transportation interruptions. The affected party shall provide prompt written notice and shall use commercially reasonable efforts to mitigate the effect of the force majeure event.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state identified below without regard to its conflicts of law principles. Any dispute arising out of or relating to this Agreement shall be resolved first by negotiation between senior representatives. If unresolved, the dispute shall be submitted to binding arbitration in the forum agreed by the parties or, if no forum is agreed, in the county specified below.

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, overnight courier, or electronic mail with confirmation.

ENTIRE AGREEMENT

This Agreement, together with any purchase orders, specifications, and written amendments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, understandings, and representations, whether oral or written. No modification shall be binding unless executed in writing by authorized representatives of both parties.

Sign Now