EntertainmentContracts.com
Home/Film & TV/Merchandise Manufacturing Agreement

Merchandise Manufacturing Agreement

A flexible production contract for studios and producers producing film/TV release merch, branded apparel, posters, and collectibles using key art and approved artwork. Covers product specs, pricing, minimums, sample approval, delivery, defect tolerance, exclusivity, and IP ownership, including an optional warranty for licensed third-party IP. You'll own and sell the goods.

Want to license your name and brand to a vendor and earn royalties instead? See the Merchandise Licensing Agreement.

Drafted by a Harvard Law entertainment attorney.

More about this contract

How would you like this contract?

Pick an option to continue.

$50

Custom Contract

Answer a few guided questions and we'll create your contract with your answers built in. E-sign or download when you're done.

Answer a few questions

About 2 to 5 minutes

$50

Editable Template

Download a blank version in Word or PDF that you fill out yourself. Every spot to fill is highlighted in yellow.

Get the blank template

Download instantly

Is this the right contract for your products?

This contract is built for brands and the manufacturers that produce their products. It fits situations where you hire a factory to make apparel or merchandise to set specifications and need to set quantities, quality, pricing, timelines, and ownership of designs.

Good fit for

  • Brands and designers producing products
  • Manufacturers and factories taking an order
  • Merchandise companies
  • Retailers sourcing private-label goods
  • Product founders bringing a design to market

You may also need

Before you start

It helps to have these details on hand before you create your contract:

  • The brand and the manufacturer
  • The product specifications and samples
  • The quantities and pricing
  • The production timeline and delivery dates
  • Quality standards and inspection rights
  • Who owns the designs, patterns, and tooling
  • How defects and returns are handled
  • Payment terms

What's Inside This Contract

Products and specifications

Sets the products and the specifications they must meet.

Samples and approval

Covers how samples are reviewed and approved before production.

Production and delivery

Sets the production process, timeline, and delivery.

Pricing and payment

Covers pricing, order quantities, and payment terms.

Quality control and inspection

Sets quality standards and inspection rights.

Intellectual property

Sets who owns the designs, patterns, and tooling.

Non-exclusivity and term

Covers any non-exclusivity terms and how long the agreement runs, with non-exclusivity included when it applies.

Representations and warranties

Confirms each side has the authority and rights to enter the deal.

Disputes and general provisions

Covers standard terms such as notices, how disputes are handled, and signatures.

Points Worth Negotiating

  • Pricing, minimum order quantities, and payment terms
  • Quality standards and how products are inspected
  • Who owns the designs, patterns, and tooling
  • How defects, delays, or returns are handled
  • The production timeline and delivery dates

Frequently Asked Questions

What is a merchandise manufacturing agreement?
A merchandise manufacturing agreement sets the terms for hiring a manufacturer to produce apparel or products to set specifications. It covers quantities, quality, pricing, timelines, and ownership of designs.
Who should sign it?
The brand and the manufacturer both sign. Each signature confirms the specifications, the pricing and quantities, the quality standards, and who owns the designs.
Who owns the designs and patterns?
The agreement sets this out clearly. Most agreements keep ownership of designs, patterns, and tooling with the brand, while the manufacturer produces to spec.
What is a minimum order quantity?
A minimum order quantity is the smallest number of units a manufacturer produces per order. The agreement sets this along with pricing tiers.
What should I have ready before creating it?
Have the brand and manufacturer, the specifications and samples, the quantities and pricing, the timeline and delivery dates, quality and inspection terms, who owns the designs, defect handling, and payment terms.
What happens if products are defective?
A dedicated section covers inspection, defect rates, and whether the manufacturer repairs, replaces, or refunds faulty items.
Should I choose the custom contract or the editable template?
Choose the custom contract to answer a few questions and have it filled in for you. Choose the editable template if you prefer a blank version with labeled fields to complete yourself.
What are common warning signs in an apparel manufacturing agreement?

These are common issues to watch for in any apparel manufacturing agreement:

  • Unclear quality standards or inspection rights
  • No clarity on who owns the designs
  • Vague timelines or delivery terms
  • No process for defects or returns
  • No confidentiality over designs
Create Your ContractBrowse all Film & Television Contracts