Commercial Manufacturing Licence Agreement

Important Contract Notice

This document is intended for negotiated business-to-business manufacturing arrangements. Publication of this page does not itself appoint any manufacturer or grant any manufacturing, construction, distribution, sale, source-file, patent, sublicensing, or other commercial right.

A Commercial Manufacturing Licence becomes effective only when the Licensor and the approved manufacturer complete the applicable Product Schedule, commercial terms, authorised territory, approved manufacturing sites, quality requirements, signature or valid electronic-acceptance process, and any required payment or onboarding conditions.

This template should be reviewed and adapted by qualified legal counsel before signature, particularly for the relevant Product, jurisdictions, taxes, product-safety obligations, competition law, export controls, insurance, royalties, and enforcement procedures.

1. Parties

This Commercial Manufacturing Licence Agreement is entered into between:

Licensor: Alpha & Omega Limited, trading through Blueprints Market, with the notice details stated in Schedule 1.

Licensee: the legal entity identified in Schedule 1 and approved in writing to manufacture the Licensed Product.

Each is a Party, and together they are the Parties.

2. Commercial Purpose

The purpose of this Agreement is to define the limited conditions under which the Licensee may manufacture, assemble, test, market, distribute, and sell authorised units of the Licensed Product.

The Agreement is intended to protect Product IP, quality, safety, traceability, royalty reporting, commercial reputation, confidential information, and customer confidence while enabling controlled commercial manufacture.

3. Definitions

• Approved Configuration means the Product configuration expressly approved in Schedule 2.
• Approved Manufacturing Site means a facility listed in Schedule 3.
• Approved Subcontractor means a third party approved under section 24.
• Authorised Unit means a unit manufactured within the licence scope and recorded under the required traceability system.
• Commercialisation means manufacture, supply, sale, lease, distribution, installation, commissioning, or other commercial exploitation.
• Confidential Information has the meaning in section 37.
• Customer means an approved purchaser or recipient of an Authorised Unit.
• Effective Date means the date stated in Schedule 1 after execution and satisfaction of any conditions precedent.
• Gross Sales means the total invoiced amount before deductions, unless Schedule 4 uses a different royalty base.
• Licensed Materials means the documents, specifications, files, information, and other materials expressly listed in Schedule 2.
• Licensed Product means the Product identified in Schedule 2.
• Manufacturing Records means records described in section 29.
• Net Sales means the agreed royalty base stated in Schedule 4.
• Product IP means all intellectual property and protected commercial material associated with the Licensed Product.
• Restricted Materials means non-public materials supplied subject to access, licence, security, or confidentiality controls.
• Royalty means the amount payable under Schedule 4.
• Territory means the authorised geographic area in Schedule 1.
• Unit includes every complete or substantially complete Licensed Product, including demonstration, promotional, evaluation, replacement, and related-party units unless Schedule 4 states otherwise.

4. Conditions Precedent

The Licensee may not begin manufacture until all required conditions have been satisfied or waived in writing. These may include:

• Execution or valid electronic acceptance of this Agreement.
• Completion of all Schedules.
• Payment of the initial licence fee or other agreed amount.
• Completion of identity, ownership, sanctions, and business verification.
• Approval of manufacturing sites and key subcontractors.
• Execution of confidentiality and security undertakings.
• Submission of required insurance evidence.
• Approval of the Product validation and certification plan.
• Approval of the quality-management and traceability plan.
• Completion of technical onboarding and controlled delivery of Licensed Materials.

5. Manufacturing Licence Grant

Subject to full payment and continuing compliance, the Licensor grants the Licensee a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term and within the Territory to manufacture the Licensed Product solely:

• In the Approved Configuration.
• At Approved Manufacturing Sites.
• Using Licensed Materials provided for the authorised purpose.
• Within the authorised volume or other limitations in Schedule 4.
• For sale or distribution only through approved channels.
• Subject to all quality, safety, certification, reporting, royalty, audit, security, and branding obligations.

No right is granted by implication. All rights not expressly granted are reserved.

6. Non-Exclusive Appointment

Unless Schedule 1 expressly states otherwise, the licence is non-exclusive. The Licensor may appoint other manufacturers, manufacture directly, license other parties, or commercialise the Licensed Product independently.

No exclusivity arises through negotiations, investment, tooling expenditure, territory, performance, or course of dealing unless expressly stated in a signed written amendment.

7. Territory

The Licensee may manufacture, market, distribute, and sell only within the Territory and through the channels expressly approved in Schedule 1.

Internet sales, cross-border deliveries, related-party transfers, drop shipments, exports, and sales through international marketplaces are treated as sales into the destination territory.

The Licensee must use reasonable controls to prevent unauthorised diversion outside the Territory.

8. Term and Renewal

The Term begins on the Effective Date and continues for the period stated in Schedule 1 unless earlier suspended or terminated.

Renewal is not automatic unless Schedule 1 expressly provides otherwise. The Licensor may consider performance, compliance, sales, quality, safety, payment history, market conditions, Product strategy, and updated commercial terms before agreeing to renewal.

9. Licence Fee

The Licensee must pay the licence fee stated in Schedule 4 according to the agreed payment schedule. Unless Schedule 4 states otherwise, the licence fee is non-refundable after controlled Licensed Materials have been delivered or manufacturing rights have been activated, except where mandatory law requires otherwise.

Payment of a licence fee does not transfer ownership of Product IP and does not excuse any continuing Royalty, audit, quality, insurance, certification, or other obligation.

10. Royalties

The Licensee must pay the Royalty stated in Schedule 4 for every Unit included in the agreed royalty base. Schedule 4 must specify:

• The royalty percentage or fixed per-unit amount.
• Whether the base is Gross Sales, Net Sales, wholesale price, or another defined measure.
• The treatment of discounts, rebates, credits, taxes, freight, returns, warranty replacements, samples, bundles, and related-party transactions.
• The currency, conversion method, and payment date.
• Minimum royalties, advances, guarantees, or volume commitments, if any.
• Interest and correction procedures for late or underpaid royalties.

11. Royalty Statements

Within the period stated in Schedule 4 after each reporting quarter, the Licensee must provide a complete royalty statement showing:

• Units manufactured.
• Units sold, supplied, leased, transferred, replaced, scrapped, returned, and held in inventory.
• Customer and territory information sufficient for verification.
• Invoice values and royalty-base calculations.
• Permitted deductions with supporting detail.
• Royalty due and payment confirmation.
• Opening and closing inventory reconciliation.

12. Taxes and Withholding

Fees and Royalties are exclusive of applicable taxes unless Schedule 4 states otherwise. The Licensee is responsible for sales, value-added, goods-and-services, customs, withholding, and similar taxes imposed on its activities, except taxes imposed on the Licensor’s net income.

If withholding is legally required, the Licensee must provide official evidence and cooperate in obtaining any available treaty or statutory relief. Gross-up obligations apply only if expressly stated in Schedule 4.

13. No Transfer of Ownership

The Licensor retains all right, title, and interest in the Product IP. The Licensee receives only the limited commercial rights expressly stated in this Agreement.

Manufacture, tooling, modification, validation, certification, investment, sales success, customer demand, or payment does not transfer Product IP ownership.

14. Licensed Materials

The Licensor will provide only the Licensed Materials listed in Schedule 2. No source code, native CAD, manufacturing master, editable file, calculation model, test dataset, trade secret, or unreleased design is included unless expressly listed.

The Licensor may issue controlled revisions, corrections, supplements, or replacement files. The Licensee must implement mandatory safety, compliance, and quality revisions within the stated period.

15. Approved Configuration

The Licensee may manufacture only the Approved Configuration. No material change may be made to safety-critical, performance-critical, structural, optical, electrical, firmware, software, control, thermal, pressure, or load-bearing elements without the required review and written approval.

Minor manufacturing adjustments may be permitted through the engineering-change process in section 20.

16. Engineering Validation

Unless expressly warranted in a signed Product Schedule, Licensed Materials may be conceptual, reference, or pre-certification materials and must not be treated as automatically construction-ready, manufacturing-ready, certified, or approved for a specific jurisdiction.

The Licensee is responsible for engaging appropriately qualified professionals to perform all required independent validation, including:

• Structural, mechanical, electrical, optical, thermal, software, and firmware review.
• Material, tolerance, fatigue, pressure, fire, seismic, wind, environmental, and failure-mode analysis.
• Prototype, pre-production, production, durability, and safety testing.
• Human-factors, installation, maintenance, and serviceability review.
• Compliance with applicable codes, standards, permits, certifications, and approvals.

17. Regulatory Approvals

The Licensee is responsible for obtaining and maintaining all approvals required to manufacture, import, export, market, distribute, install, commission, and sell the Licensed Product.

A licence from the Licensor is not a product-safety approval, engineering certification, building consent, customs approval, market authorisation, or regulatory endorsement.

18. Quality Management System

The Licensee must maintain a documented quality-management system appropriate to the Licensed Product, its risks, and the applicable market.

The system must address:

• Document and revision control.
• Supplier qualification.
• Incoming inspection.
• Manufacturing-process control.
• Calibration and measurement.
• Non-conformance and corrective action.
• Final inspection and release.
• Complaint, warranty, and field-failure handling.
• Traceability, retention, and audit readiness.

19. First Article and Production Approval

The Licensee must not begin unrestricted commercial production until any required first-article, prototype, pilot, pre-production, certification, and production-approval requirements in Schedule 5 have been completed.

Approval of a sample does not relieve the Licensee of responsibility for continuing conformity, safety, quality, or legal compliance.

20. Engineering Change Control

The Licensee must maintain a controlled engineering-change process. A proposed change must identify:

• The affected part, document, software, firmware, process, supplier, material, or specification.
• The reason for the change.
• Risk, safety, regulatory, quality, performance, and compatibility effects.
• Validation and test evidence.
• Implementation date and affected serial numbers.
• Whether Licensor approval is required.

No change creates independent ownership or broader manufacturing rights.

21. Improvements and Enhancements

Ownership and licensing of improvements, corrections, optimisations, manufacturing adaptations, and enhancements must be determined under Schedule 6 or a separate signed agreement.

No Party may assume ownership merely because it proposed, funded, tested, manufactured, or implemented an improvement.

Unless Schedule 6 states otherwise, the Licensee receives no right to commercialise an improvement outside the Licensed Product and licence scope.

22. Patent and Registration Restrictions

Except under a separate signed patent-cooperation agreement, the Licensee must not file or assist with a patent, provisional patent, design registration, utility model, continuation, divisional, PCT, national-phase, or similar application based on or materially derived from Product IP, Restricted Materials, Confidential Information, or Licensed Materials.

This contractual restriction does not represent that the Licensed Product is covered by an existing patent. Any existing application or granted right must be separately identified in Schedule 2.

23. No Sublicensing or Transfer

The Licensee may not sublicense, assign, transfer, franchise, lease, pledge, or otherwise dispose of the manufacturing licence or Licensed Materials without prior written consent.

A change of control, merger, sale of substantially all relevant assets, or transfer of the manufacturing business requires prior notice and any consent specified in Schedule 1.

24. Subcontractors and Suppliers

The Licensee may use only Approved Subcontractors for activities involving Restricted Materials, critical parts, safety-critical processes, or substantial assembly.

The Licensee must ensure that each approved third party:

• Is bound by confidentiality, security, IP, quality, audit, and restricted-use obligations.
• Receives only the information necessary for its role.
• Does not retain or reuse materials outside the authorised work.
• Does not file IP claims based on Product IP.
• Returns or securely destroys materials when required.

The Licensee remains responsible for all subcontractor and supplier acts and omissions.

25. Approved Manufacturing Sites

Manufacture may occur only at Approved Manufacturing Sites. The Licensee must not relocate production, add a site, or materially change ownership or control of a site without the required notice and approval.

The Licensee must provide reasonable information concerning site security, quality systems, capacity, compliance, and relevant subcontracting.

26. Source-File and Information Security

The Licensee must protect Restricted Materials using safeguards appropriate to their sensitivity, including:

• Named-user, role-based, and least-privilege access.
• Multi-factor authentication.
• Encryption in transit and at rest.
• Controlled repositories and version management.
• Access, download, and change logging.
• Secure backups and recovery.
• Restrictions on personal accounts, unmanaged devices, and removable media.
• Prompt access revocation.
• Secure return, archiving, and destruction.

Restricted Materials must not be submitted to public AI systems, public repositories, unapproved collaboration services, or platforms that may train on, retain, index, inspect, or disclose the material.

27. AI, Data Mining, and Extraction Restrictions

Except where expressly authorised for the manufacturing project, the Licensee must not use Licensed Materials for AI training, machine learning, dataset creation, embeddings, vector databases, scraping, OCR extraction, computer-vision reconstruction, CAD recreation, image-to-3D conversion, or other automated knowledge extraction.

Permitted internal automation remains subject to confidentiality, security, purpose, access, retention, and no-reuse restrictions.

28. Anti-Counterfeit and Authentication Controls

The Licensee must implement the authentication and anti-counterfeit controls stated in Schedule 5. These may include:

• Unique serial numbers.
• Batch and manufacturing-site identifiers.
• Digital records and customer authentication.
• QR codes, tamper-evident labels, cryptographic signatures, or secure markings.
• Controlled title blocks, manuals, certificates, and warranty records.
• Document hashes, watermarks, or embedded identifiers.

Authentication identifiers must not be duplicated, reused, falsified, or applied to unauthorised units.

29. Manufacturing and Traceability Records

The Licensee must maintain complete and accurate records for the period in Schedule 4, including:

• Production batches, dates, quantities, and serial numbers.
• Approved configuration and engineering revision.
• Materials, component suppliers, and critical-part traceability.
• Inspection, calibration, test, release, and non-conformance records.
• Manufacturing sites and subcontractors.
• Inventory, shipment, customer, territory, return, warranty, and replacement records.
• Sales, invoice, royalty, and payment records.
• Complaint, incident, field-failure, recall, and corrective-action records.

30. Audit Rights

The Licensor or an independent professional bound by confidentiality may audit compliance as provided in Schedule 4.

An audit may address royalties, manufacturing quantities, authorised sites, source-file access, quality, traceability, authentication, distributors, subcontractors, and recordkeeping.

Except for suspected material breach, safety concerns, fraud, or urgent legal requirements, audits will be conducted on reasonable notice and in a manner intended to minimise unnecessary disruption.

31. Audit Adjustments and Costs

The Licensee must promptly correct any verified underpayment or reporting error. Interest applies only as stated in Schedule 4 or permitted by law.

The Licensee will reimburse reasonable audit costs only where the agreement specifies a threshold and the audit identifies a material underpayment, material unreported production, fraud, or material breach.

32. Branding and Product Representation

The Licensee may use approved Product names, marks, logos, and brand materials only in the form and manner authorised in Schedule 7.

The Licensee must not:

• Claim ownership, authorship, or inventorship of Product IP.
• Represent that a Product is certified, approved, or patent-protected unless accurate.
• Use misleading statements concerning performance, safety, durability, origin, or affiliation.
• Apply Blueprints Market branding to unauthorised or materially non-conforming products.
• Register confusingly similar names, domains, or accounts.

33. Marketing Approval

The marketing-approval process in Schedule 7 applies to claims, packaging, manuals, technical sheets, product images, websites, marketplace listings, certification statements, and other materials bearing the Product identity or Blueprints Market branding.

Approval does not transfer responsibility for legal compliance or accuracy of claims.

34. Distribution and Sales Channels

The Licensee may use only approved distributors, resellers, marketplaces, and sales channels. The Licensee must ensure that channel partners:

• Sell only genuine Authorised Units.
• Use accurate descriptions and approved branding.
• Do not grant additional licence or manufacturing rights.
• Maintain records sufficient for traceability and royalty verification.
• Comply with Territory, sanctions, export, safety, and recall requirements.

35. Product Pricing

Except where lawful minimum advertised pricing, recommended pricing, or other pricing arrangements are expressly stated and legally reviewed, the Licensee independently determines its resale prices.

Nothing in this Agreement requires unlawful resale-price maintenance, market allocation, or anti-competitive coordination.

36. Customer Contracts and Warranties

The Licensee is responsible for its customer contracts, sale terms, warranties, support commitments, returns, consumer disclosures, installation obligations, and compliance with mandatory law.

The Licensee must not bind the Licensor to a warranty, service level, indemnity, refund, or other obligation without written authority.

37. Confidential Information

Confidential Information includes non-public technical, commercial, security, legal, financial, customer, supplier, manufacturing, software, firmware, and Product information disclosed in any form.

The receiving Party must:

• Use Confidential Information only for this Agreement.
• Disclose it only to personnel and approved third parties with a need to know.
• Apply safeguards at least equivalent to those used for its own similarly sensitive information.
• Notify the disclosing Party promptly of suspected unauthorised access or disclosure.
• Return or securely destroy information when required.

38. Confidentiality Exclusions

Confidentiality obligations do not apply to information the receiving Party can prove:

• Is lawfully public without breach.
• Was lawfully known without restriction before disclosure.
• Was independently developed without use of Confidential Information.
• Was lawfully received from an authorised third party.
• Must be disclosed by law or compulsory legal process.

Where disclosure is legally compelled, the receiving Party must, where permitted, give prompt notice and disclose only the minimum required.

39. Trade Secrets

Trade-secret information must be protected for as long as it remains legally protectable as a trade secret. The Licensee must not use trade secrets to create an unauthorised product, process, service, licensing business, consultancy, publication, dataset, or IP filing.

40. Security Incident Notification

The Licensee must notify the Licensor without undue delay after discovering a material security incident affecting Restricted Materials, Product authentication, royalty records, customer traceability, source files, or manufacturing systems relevant to this Agreement.

The notice should describe the incident, affected information, containment actions, known recipients, likely impact, and remediation plan, subject to legal privilege and applicable law.

41. Product Safety and Incident Reporting

The Licensee must promptly investigate and report material product-safety incidents, serious defects, regulatory notices, certification failures, fires, injuries, property damage, cybersecurity incidents affecting safe operation, and recurring critical failures.

Nothing in this section replaces mandatory reporting to regulators or other authorities.

42. Corrective Actions and Recalls

The Licensee must maintain a documented process for corrective actions, field notices, software or firmware updates, repair campaigns, withdrawals, and recalls.

The Parties must cooperate in good faith on a material safety, compliance, counterfeit, or systemic-quality issue. Allocation of recall costs will depend on cause, responsibility, insurance, applicable law, and any Schedule 5 provisions.

43. Support and Updates

Any Licensor support, training, updates, engineering assistance, or service levels are limited to those stated in Schedule 8.

Unless expressly agreed, the Licensor is not responsible for operating the Licensee’s factory, quality system, certification programme, customer support, installation network, or warranty service.

44. Representations of Authority

Each Party represents that it is legally organised, has authority to enter this Agreement, and that the person accepting or signing has authority to bind it.

The Licensee represents that it has or will obtain the facilities, personnel, systems, financing, approvals, and competence reasonably necessary for the authorised manufacture.

45. Limited Product-IP Warranty

The Licensor warrants only that it has the right to grant the licence rights expressly granted, subject to disclosed third-party materials and the limitations in Schedule 2.

No warranty is made that every idea, method, function, or aspect of the Product is exclusively owned, patented, registrable, non-infringing in every jurisdiction, or free from independently developed alternatives.

46. Disclaimer of Other Warranties

To the maximum extent permitted by law and except for express signed warranties, Licensed Materials and technical assistance are provided on an “as is” and “as available” basis.

The Licensor does not warrant that the Licensed Product is automatically fit for the Licensee’s specific purpose, certified, error-free, construction-ready, manufacturing-ready, or compliant with every jurisdiction.

47. Licensee Responsibility

The Licensee is responsible for manufacturing operations, employees, suppliers, subcontractors, quality, regulatory compliance, customer representations, installation, service, warranty, product liability, taxes, exports, and commercial decisions.

48. Insurance

The Licensee must maintain the insurance specified in Schedule 9, which may include:

• Commercial general liability.
• Product liability.
• Professional or errors-and-omissions liability.
• Cyber and data-security liability.
• Property, business-interruption, marine cargo, and recall coverage.
• Workers’ compensation or employer liability as required.

Insurance does not limit liability unless expressly agreed.

49. Indemnity by Licensee

Subject to applicable law and the procedures in this Agreement, the Licensee will indemnify the Licensor against third-party claims, losses, and reasonable costs arising from:

• The Licensee’s manufacture, sale, installation, service, or distribution of Units.
• Unauthorised modifications or representations.
• Product defects caused by the Licensee, its suppliers, or subcontractors.
• Breach of law, certification, export, safety, privacy, or customer obligations.
• Use of unapproved sites, parts, suppliers, channels, or configurations.
• Breach of confidentiality, security, IP, royalty, or traceability obligations.

50. Indemnity Procedure

The indemnified Party must give reasonably prompt notice, permit the indemnifying Party to control the defence where appropriate, and provide reasonable cooperation.

No settlement may impose an admission, injunction, payment, ongoing obligation, or reputational statement on the indemnified Party without its consent, not to be unreasonably withheld where no material burden results.

51. Limitation of Liability

Subject to section 52 and mandatory law, neither Party is liable to the other for indirect, special, exemplary, or consequential loss, or loss of anticipated profit, opportunity, goodwill, or data, except to the extent such loss forms part of a valid third-party claim covered by an indemnity.

Any aggregate liability cap must be stated in Schedule 9. If no cap is completed, the Parties should obtain legal advice before signing rather than assume a default cap.

52. Liability Exclusions From Cap

Any agreed liability cap does not apply to the extent prohibited by law or to liabilities expressly excluded in Schedule 9, which may include:

• Fraud or wilful misconduct.
• Death or personal injury where liability cannot be limited.
• Unauthorised use or disclosure of Product IP, Confidential Information, or trade secrets.
• Unpaid fees, Royalties, taxes, or verified audit adjustments.
• Counterfeiting, deliberate unreported production, or unauthorised sublicensing.
• Liabilities covered by an express indemnity.

53. Compliance With Law

Each Party must comply with applicable law relevant to its obligations. The Licensee is specifically responsible for manufacturing, product-safety, consumer, advertising, competition, employment, environmental, customs, sanctions, privacy, cybersecurity, and export requirements applicable to its operations.

Nothing in this Agreement excludes mandatory statutory rights or remedies.

54. Business-to-Business Status

The Licensee confirms that it enters this Agreement in trade and for business purposes, not as a consumer.

The Parties do not purport to contract out of mandatory law merely by using this statement. Any permitted contracting-out provision must be specifically identified, legally reviewed, and agreed as fair and reasonable where the law requires that standard.

55. Export Controls and Sanctions

The Licensee must comply with applicable export controls, sanctions, customs, anti-boycott, restricted-party, technology-transfer, and end-use restrictions.

The Licensee must not supply the Licensed Product, Licensed Materials, or controlled technical information to a prohibited destination, party, or end use.

56. Anti-Bribery and Ethical Conduct

The Licensee must not offer, authorise, request, receive, or conceal a bribe, kickback, improper payment, or unlawful advantage in connection with this Agreement.

The Licensee must maintain reasonable controls addressing corruption, forced labour, illegal child labour, falsified records, and unlawful sourcing.

57. Privacy and Personal Information

Each Party must handle personal information in accordance with applicable privacy law and its role in the relevant processing.

Where one Party processes personal information for the other, the Parties must enter any required data-processing terms before the processing begins.

58. Suspension

The Licensor may suspend manufacturing, access, branding, distribution, or other licensed rights where reasonably necessary to address:

• Non-payment or materially inaccurate reporting.
• Material safety, certification, quality, or counterfeit risk.
• Unauthorised production, sites, configurations, territories, or subcontractors.
• Serious security, confidentiality, or Product-IP breach.
• Sanctions, export-control, legal, or regulatory risk.
• Failure to cooperate with a contractually permitted audit or corrective action.

Where practical, the Licensor will state the reason and required corrective action.

59. Termination for Cause

A Party may terminate for material breach if the breach is not cured within the cure period in Schedule 1, or immediately where the breach is incapable of cure or immediate termination is expressly permitted.

Immediate grounds may include:

• Deliberate unauthorised manufacture or counterfeit production.
• Unauthorised sublicensing, IP filing, or disclosure of source materials.
• Fraudulent royalty or manufacturing records.
• Serious safety misconduct or continued manufacture of a known dangerous non-conforming product.
• Material sanctions, export, corruption, or criminal risk.
• Insolvency events where termination is legally permitted.

60. Termination for Convenience

Termination for convenience applies only if Schedule 1 expressly grants that right. The required notice period, wind-down rights, inventory treatment, and non-refundable amounts must be stated there.

61. Effects of Expiry or Termination

On expiry or termination, the Licensee must:

• Stop new manufacture, except for an expressly approved wind-down.
• Stop using Product names and branding except for approved support of existing customers.
• Pay all accrued fees, Royalties, taxes, and verified adjustments.
• Provide final production, sales, inventory, and royalty statements.
• Return or securely destroy Restricted Materials as directed, subject to lawful archival copies.
• Preserve records for the required retention period.
• Cooperate on safety, recall, warranty, service, and customer-transition obligations.

62. Sell-Off and Wind-Down

The Licensee has no automatic right to sell remaining inventory after termination. Any sell-off period must be expressly approved and may be subject to:

• Inventory verification.
• Continuing Royalties and reports.
• Quality, safety, warranty, branding, and recall obligations.
• Territory and channel restrictions.
• No new manufacture or replenishment.

63. Continuing Customer Obligations

Expiry or termination does not relieve the Licensee of responsibility for Units already supplied, including warranties, safety notices, recalls, service commitments, spare parts, software or firmware obligations, record retention, and regulatory duties.

64. Survival

Provisions intended by their nature to continue survive expiry or termination, including:

• Ownership and reserved rights.
• Confidentiality and trade-secret obligations.
• Accrued fees, Royalties, reporting, and audit rights.
• Record retention and evidence preservation.
• Warranties, indemnities, liability terms, and dispute provisions.
• Customer safety, recall, service, and continuing compliance obligations.
• Restrictions on counterfeiting, unauthorised IP filings, and misuse of Product IP.

65. Evidence Preservation

After receiving notice of a dispute, audit, safety incident, suspected counterfeit activity, or legal investigation, each Party must take reasonable steps to preserve relevant records and suspend routine destruction where appropriate and lawful.

66. Injunctive and Equitable Relief

Unauthorised manufacture, disclosure of source materials, counterfeiting, or misuse of Confidential Information or trade secrets may cause harm not adequately remedied by damages. Where permitted by law, the affected Party may seek interim or permanent equitable relief in addition to other remedies.

67. Dispute Escalation

Before commencing ordinary court proceedings, a Party should give written notice describing the dispute and request good-faith negotiation between authorised senior representatives.

This section does not prevent urgent interim relief, limitation-period protection, regulatory reporting, debt recovery where appropriate, or action necessary to protect safety, Confidential Information, trade secrets, or Product IP.

68. Governing Law and Jurisdiction

This Agreement is governed by the laws of New Zealand. Subject to any dispute mechanism expressly stated in Schedule 10 and mandatory law, the courts of New Zealand have jurisdiction.

The Parties may agree in Schedule 10 to arbitration, mediation, or another forum for international arrangements.

69. Force Majeure

A Party is not liable for delay caused by an event beyond its reasonable control if it:

• Could not reasonably prevent or overcome the event.
• Promptly notifies the other Party.
• Uses reasonable efforts to reduce delay and resume performance.
• Continues unaffected obligations, including accrued payment duties.

Force majeure does not excuse confidentiality, security, evidence preservation, or product-safety actions reasonably required during the event.

70. Relationship of Parties

The Parties are independent contractors. Nothing creates a partnership, joint venture, franchise, fiduciary relationship, employment relationship, or authority for one Party to bind the other.

71. Assignment and Change of Control

The Licensee may not assign or transfer this Agreement without prior written consent. The Licensor may assign it in connection with a genuine merger, restructuring, sale of relevant assets, or transfer of the Blueprints Market business, subject to applicable law.

72. Notices

Formal notices must be sent to the addresses in Schedule 1 by an agreed method, which may include email, courier, registered post, or an approved electronic-signature platform.

Each Party must keep its notice details current.

73. Electronic Signatures and Counterparts

This Agreement may be accepted or signed electronically and in counterparts where permitted by law. An electronic signature or acceptance method must adequately identify the signatory, indicate approval, and be sufficiently reliable for the circumstances.

Electronic copies and counterparts together form one agreement.

74. Entire Agreement and Priority

This Agreement, its completed Schedules, the applicable Product Licence Agreement, and documents expressly incorporated by reference form the entire agreement concerning the commercial manufacturing licence.

Unless Schedule 1 states otherwise, the order of priority is:

1. A signed amendment or Product-specific commercial schedule.
2. The completed Schedules to this Agreement.
3. This Agreement.
4. The Product Licence Agreement.
5. The Master Licensing Agreement at licensing.html.
6. The Marketplace Terms and applicable Website policies.

75. Amendments

A signed commercial arrangement may be amended only in writing by authorised representatives, except for operational updates expressly permitted under the document-control or engineering-change process.

Publication of revised Website terms does not automatically alter fixed commercial terms in an existing signed agreement unless the agreement expressly provides otherwise.

76. Waiver

Failure or delay in enforcing a right does not waive it. A waiver must be in writing and applies only to the specific matter identified.

77. Severability

If a provision is unlawful, invalid, or unenforceable, it will be interpreted, modified, or severed to the minimum extent necessary, and the remaining provisions continue.

78. No Third-Party Beneficiaries

Except where this Agreement expressly grants enforcement rights to an identified rights owner, no third party may enforce this Agreement merely because it benefits from performance.

79. Interpretation

• Headings are for convenience only.
• “Including” means including without limitation.
• Singular includes plural and vice versa where appropriate.
• A reference to law includes amendments and replacements.
• A requirement for written approval means approval by an authorised representative.
• If a deadline falls on a non-business day, it moves to the next business day unless stated otherwise.

80. Contact for Commercial Licensing

Blueprints Market
A Trading Brand of Alpha & Omega Limited
Email: legal@blueprintsmarket.com

Schedule 1 — Parties and Core Commercial Details

Licensor	Alpha & Omega Limited, trading as Blueprints Market
Licensee Legal Name	[INSERT]
Registration Number	[INSERT]
Registered Address	[INSERT]
Effective Date	[INSERT]
Initial Term	[INSERT]
Renewal	[INSERT]
Territory	[INSERT]
Exclusivity	Non-exclusive unless expressly replaced here: [INSERT]
Cure Period	[INSERT]
Termination for Convenience	[NONE / INSERT]
Licensor Notice Details	legal@blueprintsmarket.com and [REGISTERED ADDRESS]
Licensee Notice Details	[INSERT]

Schedule 2 — Licensed Product and Licensed Materials

Licensed Product	[INSERT PRODUCT NAME AND MODEL]
Approved Configuration	[INSERT]
Product Licence Agreement	[INSERT URL / DOCUMENT ID]
Licensed Materials	[LIST DOCUMENTS, CAD, SOFTWARE, FIRMWARE, SPECIFICATIONS]
Excluded Materials	[INSERT]
Third-Party Components or Rights	[INSERT]
Known Patent or Application References	[NONE IDENTIFIED / INSERT SPECIFIC RIGHTS]
Document Revision Baseline	[INSERT]

Schedule 3 — Approved Sites, Suppliers, and Subcontractors

Entity / Site	Location	Approved Scope	Conditions
[INSERT]	[INSERT]	[INSERT]	[INSERT]

Schedule 4 — Fees, Royalties, Reports, and Audits

One-Time Licence Fee	[INSERT]
Royalty Rate	[INSERT]
Royalty Base	[DEFINE NET SALES / WHOLESALE / FIXED PER UNIT]
Included Units	[INSERT]
Permitted Deductions	[INSERT]
Reporting Frequency	Quarterly unless replaced: [INSERT]
Payment Deadline	[INSERT]
Currency and FX Method	[INSERT]
Minimum Royalty / Guarantee	[NONE / INSERT]
Record Retention	[INSERT YEARS]
Audit Frequency	[INSERT]
Audit Cost Threshold	[INSERT MATERIAL UNDERPAYMENT THRESHOLD]
Late Payment / Interest	[INSERT OR NONE]

Optional Product Commercial Summaries

The following figures should be inserted only where the Parties intend to license the named Product on these terms and the Product-specific agreement uses identical figures:

Product	Licence Fee	Royalty	Term
FOS‑P1	USD $5,000,000	8% per unit sold worldwide, subject to defined royalty base	5 years, subject to signed renewal terms
FOS‑WDP‑S1	USD $3,000,000	7% per unit sold worldwide, subject to defined royalty base	5 years, subject to signed renewal terms

Schedule 5 — Quality, Testing, Authentication, and Recall

• Applicable Quality Standard: [INSERT]
• First-Article Requirements: [INSERT]
• Prototype and Validation Plan: [INSERT]
• Required Product Certifications: [INSERT]
• Factory Acceptance Tests: [INSERT]
• Production Release Authority: [INSERT]
• Serialisation and Authentication: [INSERT]
• Traceability Requirements: [INSERT]
• Complaint and Incident Reporting Period: [INSERT]
• Recall and Corrective-Action Allocation: [INSERT]
• Mandatory Engineering Revisions: [INSERT]

Schedule 6 — Improvements, Enhancements, and Development Rights

• Ownership of Licensee Improvements: [INSERT]
• Licence-Back to Licensor: [INSERT]
• Ownership of Joint Developments: [INSERT]
• Patent Cooperation: [NONE / SEPARATE AGREEMENT / INSERT]
• Access to Development Records and Test Data: [INSERT]
• Commercialisation Rights: [INSERT]
• Royalty Treatment of Approved Improvements: [INSERT]

Schedule 7 — Branding, Marketing, Distribution, and Channels

• Approved Product Name: [INSERT]
• Approved Manufacturer Description: [INSERT]
• Approved Logos and Brand Assets: [INSERT]
• Required Attribution: [INSERT]
• Marketing Approval Process: [INSERT]
• Approved Distributors and Resellers: [INSERT]
• Approved Marketplaces and Online Channels: [INSERT]
• Prohibited Claims: [INSERT]
• Domain and Social-Media Rules: [INSERT]

Schedule 8 — Support, Training, Updates, and Services

• Technical Onboarding: [INSERT]
• Training: [INSERT]
• Engineering Support Hours: [INSERT]
• Response Targets: [INSERT]
• Software/Firmware Updates: [INSERT]
• Document Updates: [INSERT]
• Additional Service Fees: [INSERT]
• Excluded Services: [INSERT]

Schedule 9 — Insurance and Liability Parameters

Product Liability Insurance	[INSERT LIMIT]
Commercial General Liability	[INSERT LIMIT]
Professional Liability	[INSERT / NOT REQUIRED]
Cyber Liability	[INSERT / NOT REQUIRED]
Recall Insurance	[INSERT / NOT REQUIRED]
Aggregate Liability Cap	[INSERT AFTER LEGAL REVIEW]
Excluded Liabilities	[INSERT]

Schedule 10 — Dispute Resolution

• Senior Negotiation Period: [INSERT]
• Mediation: [OPTIONAL / INSERT RULES AND LOCATION]
• Arbitration: [NONE / INSERT RULES, SEAT, LANGUAGE, NUMBER OF ARBITRATORS]
• Court Jurisdiction: New Zealand unless replaced by valid agreed terms.
• Urgent Interim Relief: Available where permitted by law.

Execution and Acceptance

By signing or validly accepting this Agreement, each Party confirms that it has reviewed the completed Schedules, has authority to enter the Agreement, and intends to be legally bound.

Related Legal Documents

• Master Licensing Agreement
• Marketplace Terms & Conditions
• Intellectual Property Protection Centre
• Acceptable Use Policy
• DMCA & Copyright Policy
• Trademark & Brand Identity Policy
• Engineering Disclaimer
• Export Control Policy
• Enforcement Policy

Document Control

Document	Commercial Manufacturing Licence Agreement
URL	commercial-manufacturing-license.html
Version	1.0
Effective Date	4 August 2026
Owner	Alpha & Omega Limited
Status	Master Negotiated B2B Template