How an Information Technology & Services Business Hired a Lawyer to Draft an OEM Agreement in Alaska

Can you explain the key terms and provisions typically included in an OEM Agreement?

I am in the process of entering into an OEM Agreement with a manufacturing company to produce and distribute a product based on my company's design and specifications. While I have a general understanding of OEM agreements, I am unsure about the specific terms and provisions that should be included to protect my interests and ensure a successful partnership. I want to ensure that the agreement covers important aspects such as intellectual property rights, quality control, pricing, confidentiality, and termination provisions. Can you provide guidance and explain the standard or recommended provisions typically included in an OEM Agreement?

Damien B.

Answered Jan 11, 2025

Hello! An OEM Agreement can include the provisions that you mention as well as other important provisions. I think the most important is determining what goes under each of the provisions. For example, the provisions should designate who owns the IP and how IP infringement claims or other breach of contract claims are handled. Also, the agreement would state what restrictions there are on IP use. Manufacturer indemnity clauses are important too. Having an attorney provide legal counsel with whom you can bounce ideas off of and who can draft or edit the agreement is the best way to go.