2024年3月18日发(作者：qq安全中心解除安全模式)

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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