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This Agreement is made on [insert date]

parties

1. 1

   [insert name of manufacturer ][of OR a Company incorporated in [England and Wales] under number [insert registered number] whose registered office is at ][insert address] (Manufacturer); and

1. 2

   [insert name of customer][ of OR a company incorporated in [England and Wales] under number [insert registered number] whose registered office is at ][insert address] (Customer),

each of the Manufacturer and the Customer being a party and together the Manufacturer and the Customer are the parties.

Background:

1. 1. (A)

      The Manufacturer is a manufacturer of [insert].

   1. (B)

      The Customer Group distributes and sells [insert].

   1. (C)

      The Manufacturer wishes to Manufacture and sell to the Customer, and the Customer wishes to purchase, the Product on the terms and conditions of this Agreement.

The parties agree:

1. 1. 1

      Definitions and interpretation

      In this Agreement:

      Affiliate

      1. •

         means any entity that directly or indirectly Controls, is Controlled by or is under common Control with, another entity;

      [Agreed Price Period

      1. •

         means the first Contract Year and any subsequent consecutive periods agreed pursuant to clause 8.4 or, in the absence of agreement, the next Contract Year;]

      Agreement

      1. •

         means this Manufacturing Agreement;

      Applicable