Business Agreements
Output Contract
Contract committing a seller to sell its entire output of specified goods to a buyer, with good-faith quantity obligations under UCC § 2-306 and price adjustment mechanisms.
About this template
The Output Contract is a ready-to-use business agreements template you can send for signature in minutes. It is written for 2 signers (seller and buyer) and, by default, expires 30 days after it is sent if left unsigned. It covers output, exclusive purchase, ucc, goods, off take. Like every Abundera Sign template it is a convenience draft structured for ESIGN Act and UETA compliance, not a substitute for legal advice. Each signed copy is sealed with PAdES-LTA digital signatures, dual RFC 3161 timestamps, and a tamper-evident evidence package in WORM storage.
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# Output Contract This Output Contract ("Agreement") is entered into as of ___________ by and between: **Seller:** ___________, a ___________ organized under the laws of ___________, with its principal place of business at ___________ ("Seller"); and **Buyer:** ___________, a ___________ organized under the laws of ___________, with its principal place of business at ___________ ("Buyer"). --- ## 1. Output Commitment ### 1.1 Exclusivity During the term of this Agreement, Seller shall sell to Buyer ___________ of the goods described in **Exhibit A** (Product Schedule) ("Goods") produced by Seller at the production facility located at ___________ ("Facility"). Seller shall not sell Goods produced at the Facility to any party other than Buyer, except as expressly permitted by this Agreement. ### 1.2 Good-Faith Output Obligation The parties acknowledge that this Agreement is an output contract within the meaning of UCC § 2-306. Seller's actual output may vary from period to period, but Seller shall produce in good faith and shall not tender a quantity disproportionately greater than any estimate set forth in Section 1.3, nor shall Seller artificially curtail output to circumvent its obligations hereunder. Seller shall maintain continuous production operations at commercially reasonable levels consistent with Seller's prior course of performance and industry norms. ### 1.3 Estimated Annual Output The parties estimate Seller's annual output at approximately ___________ ___________ per year ("Estimate"). The Estimate is provided for planning purposes only and does not constitute a minimum output guarantee except as provided in Section 3. ### 1.4 Buyer's Obligation to Accept Buyer shall accept and purchase all Goods tendered by Seller that conform to the Specifications in Exhibit A, subject to the quantity constraints in this Section 1. Buyer shall not reject conforming Goods solely because its demand has declined. ### 1.5 Permitted Seller Diversions Seller may sell Goods to parties other than Buyer solely: (a) with Buyer's prior written consent; (b) to the extent Buyer fails to accept conforming tender within the period specified in Section 6; or (c) for up to ___________% of monthly output for safety-stock or emergency regulatory compliance purposes, with prompt written notice to Buyer. --- ## 2. Term This Agreement commences on ___________ and continues for ___________ year(s) ("Initial Term"), unless terminated earlier under Section 11. After the Initial Term, this Agreement renews automatically for successive one-year periods unless either party provides at least ___________ days' prior written notice of non-renewal. ---
Fields (49)
effective date
date · required
seller name
text · required
seller entity type
select · required
seller state
select · required
seller address
textarea · required
buyer name
text · required
buyer entity type
select · required
buyer state
select · required
buyer address
textarea · required
output scope
select · required
production facility
textarea · required
estimated annual output
number · required
unit of measure
text · required
permitted diversion pct
number · required
start date
date · required
initial term years
number · required
non renewal notice days
number · required
minimum annual output
number · required
unit of measure
text · required
shortfall notice days
number · required
maximum annual output
number · required
unit of measure
text · required
excess right of first offer days
number · required
base unit price
currency · required
price unit
text · required
price adjustment frequency
select · required
price adjustment notice days
number · required
max price increase pct
number · required
output report frequency
select · required
advance shipment notice days
number · required
incoterms
select · required
delivery address
textarea · required
acceptance window days
number · required
inspection days
number · required
replacement days
number · required
payment terms
select · required
late interest rate pct
number · required
warranty months
number · required
confidentiality term years
number · required
convenience notice days
number · required
minimum liability cap
currency · required
governing state
select · required
arbitration city
text · required
seller signatory name
text · required
seller signatory title
text · required
seller company name
text · required
buyer signatory name
text · required
buyer signatory title
text · required
buyer company name
text · required
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Send this template with cryptographic proof
Every signed document gets PAdES-LTA digital signatures, dual RFC 3161 timestamps, and a tamper-evident evidence package sealed in WORM storage.