Chapter 14

Drafting OEM Agreements (When the Company Is the OEM)

CHECKLIST

Scope of Engagement

  • □ Agreement covers all relevant activities

  • □ NDA prior to substantive discussions

  • □ Describe coordination efforts

  • □ Who will contact customers?

  • □ “Private label”?

Customer Terms

  • □ Controlling liability

  • □ Appropriate license

  • □ Terms and conditions

  • □ Absolve of liability

  • □ Appropriate drafting

Territory

  • □ Geographic restrictions

  • □ Clear identification of restrictions

Hardware Products

  • □ How order will be placed

  • □ How order will be filled

  • □ Timing of orders

  • □ Return procedures

  • □ Warranty claims

  • □ Nonbinding order projections

  • □ Price reduction incentives

Exclusivity

  • □ Address exclusivity explicitly

  • □ Specific revenue commitments

  • □ Remedy is ...

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