PRODUCT DEVELOPMENT AND MANUFACTURING AGREEMENT

This Product Development and Manufacturing Agreement (“Agreement”) is entered into on [DATE] by and between:

Pattern Cutting Studio Ltd (“Supplier”)

Unit B1, Summer Court, 1 Maybury Gardens

London NW10 2NB

Email: hello@patterncutting.studio

Phone: +447444916160

and

[CLIENT NAME] (“Client”)

[CLIENT ADDRESS]

[CLIENT EMAIL]

[CLIENT PHONE]

1. DEFINITIONS AND SCOPE OF SERVICES

a. Product Development: Orders under 10 pieces per style of the same fabric composition and colour. Product Development includes CMT or Fully Factored Services and may include all or one of the following: pattern cutting, toiling, fittings, tech packs, grading, 3D rendering, pattern amendments, and Sampling.

b. Production: The making of any single style or order where the total units exceed 10 units of the same colour and fabric composition and are manufactured at the same time.

c. Cut, Make, Trim (“CMT”) Production or Sampling Services: The Client provides the fabric, trims, and other raw materials needed by the Supplier in order to deliver a finished product. The Supplier will not provide or source any materials unless agreed in advance.

d. CMT Sampling: If any single style or order falls below the total units required for CMT Production, it will be considered a CMT Sampling.

e. Fully Factored Services (sampling or production): The Supplier provides all raw materials needed to manufacture the product. The Client is responsible for approving and testing raw materials and trimmings.

2. ENGAGEMENT

a. Client engages the Supplier, and the Supplier agrees to render, product development and manufacturing services as set forth in this Agreement.

b. Services shall be requested through written communication by the Client and their chosen representatives. All subsequent service requests shall be subject to the full terms of this Agreement.

c. Client shall disclose to Supplier details that are necessary to enable Supplier to produce the product in a clear and coherent form in accordance with general industry standards.

d. Supplier agrees to provide services in a professional, diligent, and workmanlike manner consistent with generally accepted industry standards, and to act in the Client’s best interests at all times.

3. TERM

This Agreement shall begin when the Supplier receives a deposit payment from the Client and a signed copy of this Agreement.

4. COMPENSATION & PAYMENT

a. The Client agrees to pay 50% of the full fee as a deposit in accordance with the payment terms of this Agreement.

b. Payment terms: 50% pro-forma, 50% cash before shipment (CBS).

c. Pattern Cutting Prices:

d. Prices Include:

   – 3D toile in white colour

   – Final pattern alteration (as per package)

   – Digital pattern in DXF and HPGL formats

   – Pattern specification

e. Prices Exclude:

   – A printed copy of the pattern. Patterns are printed and delivered on a roll at a charge of £7/meter of paper + postage.

   – Pattern alterations outside the package offer, charged at £45 per hour.

   – Pattern grading (unlimited sizes, an even grade) at 50% of the pattern cutting charges.

   – Tech packs, fitting sessions, and consultancy – £70 per hour (2 hours minimum charge).

   – Colour and print rendered 3D design – £70 per hour.

f. Money Saving Packages:

   Package benefits include:

   i. Free meeting time: Considered as any time spent on meetings, fitting sessions, order management, emails, and phone calls after the initial complimentary discovery session. Free meeting time is given for the entire order as per the package specifications.

   ii. 3D toiles: All packages include 3D toiles in white color. Color renders, if required, will be charged at £70 per hour.

   iii. Pattern alterations: As specified in the package details.

   iv. Discount on services: Excludes pattern cutting and is valid for 4 months from the order delivery date.

   v. Free measurement charts: Measurement descriptions are at the Supplier’s discretion unless agreed upon in advance. The number of free measurements varies by package.

g. Production quotes are per unit and exclude VAT. Minimum Order Quantity (MOQ) is 20 units per style of the same colour and fabric composition.

h. Pre-production samples are charged at the sampling development rate.

i. TOP (Top of the Pile) samples are charged at the production rate plus a 10% management fee.

j. Production quotes are not changed after the sample is approved unless sewing technology, pattern, or fabric changes. If this occurs, the Supplier might have to resample the style.

k. The Supplier only books capacity for production or development and confirms delivery dates after receiving a 50% deposit.

l. Sampling and product development quotes are approximate.

m. Production prices are confirmed after the Supplier makes a pre-production sample (“PPS”). In the absence of a PPS, the Supplier reserves the right to review the prices.

n. All raw materials and trimmings must be reimbursed. Prices do not include the cost of raw materials and trimmings unless agreed in advance and stated in the quote.

o. All invoices must be cleared in full prior to collection.

p. If the Client fails to pay within the agreed terms:

   – The Supplier cannot be held accountable for missed deadlines or ex-factory dates and other external costs incurred by the Client.

   – The Supplier will apply a charge of 4% of the total amount outstanding each calendar week until the payment has been received in full.

q. All payments must be made to the Supplier’s bank account via bank transfer. Payment details will be provided on the invoice.

r. Prices are subject to VAT.

5. INDEPENDENT CONTRACTOR

a. Supplier shall be considered an independent contractor at all times. No article or amendment to this Agreement shall be taken to imply or create a partnership, joint venture, or employer/employee relationship between the Supplier and Client.

b. Supplier shall not have any authority to commit or enter into agreements on behalf of the Client and shall make no representations or statements as such.

c. Supplier shall retain the full right to control and decide the manner in which the product development and/or manufacturing services described in this Agreement are carried out and provided.

6. ORDER FULFILLMENT

a. All product development and manufacturing services are provided according to the information and materials supplied and described to Supplier by Client.

b. Client agrees that there will be no changes made to the styles, order quantity, or quality of raw materials after this Agreement is signed without prior written agreement from the Supplier.

c. Supplier will advise Client promptly upon becoming aware of any issues that might require changes to the make, order fulfillment date, sizing, price, or quantity of the Products.

d. If Supplier makes a mistake, all measures will be taken to rectify the mistake, but Supplier is not liable beyond what has been paid for and set in this Agreement. All defects must be claimed within 30 days.

7. CONFIDENTIALITY

Both Client and Supplier agree to treat sensitive information as confidential and to refrain from disclosing it to any outside entity without prior written approval. Both parties reserve the right to identify any information as confidential by delivering written notice to one another at any time.

8. INTELLECTUAL PROPERTY RIGHTS

Any creations stemming from the product development and/or manufacturing services performed under the scope of this Agreement shall be the sole intellectual property of the Client without exception. Supplier hereby grants full intellectual property rights to any creations or inventions stemming from the performance of services associated with this Agreement and agrees to assist Client in protecting those rights.

9. CLIENT RESPONSIBILITIES

a. It is the responsibility of the Client to supply accurate information to the Supplier.

b. The Client must provide full technical specifications for the garment, Production or order. This includes sketches, fabric swatches, details of trims, a size chart, details for labelling and packaging as well as any special instructions such as inspection requirements. The initial samples should also be provided where applicable.

c. If the full information is unavailable, the Supplier will interpret the requirements to the best of its ability without recourse. The Supplier will not be held accountable for incorrect interpretation.

d. The Supplier reserves the right to use any stitch type or finish deemed suitable for the garment if this is not specified in writing or detailed within the Tech Pack.

e. Unless otherwise agreed, the Client is responsible for any amendments and changes to the specifications in the Tech Pack.

f. The Supplier will deliver the Tech Pack to the Client as a PDF file. The Client has seven days to communicate any changes to the Tech Pack or to approve. No communication will be treated as approval.

g. After the Client has approved the Tech Pack, the Supplier will no longer update any information within unless otherwise agreed. The Supplier reserves the right to charge an additional fee for any subsequent changes to the Tech Pack.

h. Patterns will be delivered to the Client digitally (.DXF, .RUL). If any other format is needed, it must be agreed upon in advance, and there might be a fee for it.

i. The Client must check all the patterns before cutting out. The Supplier will not be held responsible for damaged fabric or other materials resulting from the Client’s failure to check patterns.

10. TERMINATION

a. This Agreement may be terminated at any time by either the Supplier or Client in the event that either party fails to act or perform in accordance with the full terms of this Agreement.

b. In the event that either party wishes to cancel this Agreement, they may do so by written notice via email or certified mail.

c. In the event that this Agreement is cancelled, Client agrees to make full payment to Supplier for any services rendered prior to cancellation.

11. VARIATIONS

No variation of this Agreement shall be effective unless it is in writing and signed by both parties (or their authorized representatives).

12. LIMITATION OF LIABILITY

SUPPLIER SHALL HAVE NO LIABILITY TO CLIENT FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, AND LOSS OF DATA, EVEN IF A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE LIABILITY OF PATTERN CUTTING STUDIO TO CLIENT FOR CLAIMS ARISING OUT OF THIS AGREEMENT, OR ANY ESTIMATE INCORPORATED HEREIN, EXCEED THE AMOUNT CLIENT PAID THE PATTERN CUTTING STUDIO FOR THE WORK THAT GAVE RISE TO THE CLAIM.

13. GOVERNING LAW AND JURISDICTION

This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Agreement.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written.

Pattern Cutting Studio Ltd                     [CLIENT NAME]

By: ________________________              By: ________________________

    [Name, Title]                                    [Name, Title]

Date: ______________________              Date: ______________________