How to Review a OEM Agreement (2026 Checklist)

What an OEM agreement is and how to approach the review An OEM (original equipment manufacturer) agreement lets one company embed or resell another company's product (hardware or software) as part of its own offering, often under its own brand. The classic shape is a supplier licensing a component or software to an OEM, which integrates it into a finished product and sells that to end customers. Because the OEM stands between the supplier and the end customer, the review has to check two things at once: your deal with the supplier, and whether that deal lets you make the right commitments to your own customers. Work through the agreement clause by clause. For each clause ask: what does it say, what does my business actually need here, and where do I push. This is general guidance, not legal advice; have a qualified professional review a material OEM agreement. ## The review checklist, clause by clause Licence grant and scope

• Check: exactly what is licensed (which product, modules, versions), and the rights granted, to embed, reproduce, distribute, sublicense to end customers, and modify or integrate.
• Push on: a grant wide enough to cover how you actually ship and support the product, including the right to sublicense to end users through your standard terms, and to future versions. Exclusivity and field of use
• Check: whether the licence is exclusive or non exclusive, any territory, and any field of use restriction.
• Push on: exclusivity in your segment if that is your value, or at least a commitment that the supplier will not undercut you directly in your market. Branding and attribution
• Check: whether you can sell under your own brand (white label) or must display the supplier's marks, and any required notices.
• Push on: clear rights to brand as your product, with only the attribution you can live with, and control over how the combined product is presented. Technical delivery and integration
• Check: what is delivered (binaries, source, APIs, documentation), integration support, and update and version obligations.
• Push on: timely updates, notice of end of life, and support for the versions you ship, so you are not stranded on an unsupported release. Support and warranty flow down
• Check: the support the supplier gives you, the product warranty, and crucially whether you can pass equivalent commitments to your end customers.
• Push on: back to back support and warranty, so what you promise your customers is matched by what the supplier promises you. A gap here is where OEM deals hurt most, because you carry obligations the supplier has not backed. IP ownership and indemnity
• Check: ownership of the supplier's IP and of anything you create in integration, and the IP infringement indemnity.
• Push on: a solid IP indemnity from the supplier covering you and, through you, your end customers, with the right to replace, modify or refund if the product is found to infringe. Source code escrow and continuity
• Check: whether source code is placed in escrow and the release triggers (supplier insolvency, abandonment, failure to support).
• Push on: escrow with workable release conditions if the product is business critical, so you can maintain it if the supplier disappears. Royalties, fees and reporting
• Check: the royalty or fee model (per unit, per seat, revenue share, fixed), minimums, audit rights, and reporting duties.
• Push on: a model that scales with your actual sales, realistic minimums, and audit terms that are reasonable in frequency and consequence. Liability and limitation
• Check: the liability cap, carve outs, and excluded losses, on both sides.
• Push on: a cap and carve outs aligned with what you owe your own customers, so you are not exposed to a larger downstream liability than you can recover upstream. Term, termination and exit
• Check: the term, renewal, termination triggers, and what happens to units already sold and to end customers on termination.
• Push on: a right for your existing end customers to keep using the product (a sell off or continued licence period), transition support, and survival of the licences you have already granted downstream. An OEM deal that ends and strands your customers is a reputational and legal problem. ## Common problems to catch - A support or warranty gap, where you promise your customers more than the supplier promises you.
• A weak IP indemnity, or one that does not flow through to your end customers.
• No escrow for a business critical component from a small supplier.
• Upstream liability smaller than downstream, leaving you exposed to the difference.
• Termination that strands end customers, with no continued licence or transition.
• A royalty model with minimums set higher than realistic sales. ## How to run the review efficiently Read the agreement once end to end before marking anything, because the clauses interact: the licence scope sets what you can promise, the indemnity and liability decide what you carry, and the exit terms decide what happens to your customers. Then go clause by clause against this checklist, noting your position and fallback on each. Bring your downstream customer terms to the table, because the core test of an OEM deal is whether it lets you make and keep the promises your own customers expect. ## One workspace for draft, review, track and govern An OEM agreement is really two deals at once, your contract with the supplier and the promises it lets you make to your own customers, and the review is where the gap between them gets found or missed. The deeper problem is that this work is usually split across a drafting tool, a review tool, a spreadsheet of dates, and email threads, so nothing stays connected and knowledge lives in people's heads. A single AI workspace tuned to your company takes a different approach. You draft, understand, edit, track and govern every contract in one place, where each document is modelled as a structured clause tree rather than flat text, so the system can show per clause risk, flag where a draft departs from your standard positions, let you edit a clause in plain language, and keep a live timeline of what changed and when. Because it learns from your own documents and preferred terms, the output sounds like your company rather than a generic template. Adira is built around that idea. A single-pane view of upcoming obligations and overall legal health is on its roadmap. The point is not another tool to check, it is to make the judgement on this page a repeatable company standard instead of something each person re-derives on every deal.