Manufacturing agreement (premium)

Manufacturing agreement (premium) contents

1. Definitions: definitions.
2. Term: commencement of term; end of term.
3. Order procedure: pre-order negotiations for manufacture and supply of products; manufacturing request; manufacturing offer; manufacturing order; no priority over other customers for manufactured products.
4. Manufacturing: obligation to manufacture and supply products.
5. Product Specification: supply of products specification and other documents; product specification general warranties; product specification non-infringement warranty.
6. Customer
    Components: location and dates for delivery of
   Customer
   components; arrangements for delivery of 
   the Customer
    components; title to 
   the Customer
    components; risk in 
   Customer
    components is with 
   Customer
   ; risk in 
   Customer
    components is with 
   Manufacturer
   ;
   Customer
    component warranties;
   Manufacturer
    not liable for 
   Customer
    component default; storage of 
   Customer
    components by 
   Manufacturer
   ; recovery of 
   Customer
    components;
   Customer
    components upon termination.
7. Customer
    Equipment: location and dates for delivery of
   Customer
    equipment; arrangements for delivery of 
   the Customer
    equipment; title to 
   the Customer
    equipment; risk in 
   Customer
    equipment is with 
   Customer
   ; risk in 
   Customer
    equipment is with 
   Manufacturer
   ;
   Customer
    equipment warranties;
   Manufacturer
    not liable for 
   Customer
    equipment default; storage of 
   Customer
    equipment by 
   Manufacturer
   ; recovery of 
   Customer
    equipment;
   Customer
    equipment upon termination.
8. Minimum Quantity: product minimum order quantity.
9. Forecasting: delivery of product order forecasts; content of product order forecasts; product order forecasts not binding; obligation to purchase and supply forecasted products; forecasts and minimum quantities not cumulative.
10. Terms and conditions of supply: products supply subject to terms and conditions.
11. Design services: provision of manufacturer design services; manufacturer design services warranty; manufacturer design services non-infringement warranty; customer acknowledgements re manufacturer design services; IPR in product improvements owned by customer; IPR in product improvement owned by creating party .
12. Training: training requirements for 
    the Manufacturer
    .
13. Intellectual Property Rights: no implied assignment or licence of IPR; IPR in products: reservation; licence of IPR in product specifications and designs; parties to notify IPR infringements.
14. Exclusivity: exclusivity re product supply; exclusivity re identical product supply; exclusivity re competing product supply.
15. No exclusivity: no manufacturing exclusivity.
16. Change control: application of section to change requests; request changes at any time; change control notice to be in designated form; actions upon receipt of a change control notice; changes only take effect upon agreement of CCN.
17. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
18. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
19. Confidentiality obligations: first party confidentiality undertaking; second party confidentiality undertaking; disclosure of confidential information to certain persons; exceptions to confidentiality obligations; disclosures of confidential information mandated by law etc; parties to stop using confidential information upon termination; parties to delete confidential information following termination; confidentiality obligations after termination.
20. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
21. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
22. Indemnities: indemnity upon breach: any provision or specified provisions (with definition); conditions upon first party indemnity; indemnity upon breach: any provision or specified provisions (with definition); conditions upon second party indemnity; limitations of liability vs indemnities.
23. Limitations and exclusions of liability: caveats to limits of liability; interpretation of limits of liability; no liability for force majeure; no liability for loss of profits; no liability for loss of revenue; no liability for loss of use; no liability for loss of opportunities; no liability for loss of data or software; no liability for consequential loss; child contract liability cap; aggregate liability cap upon services contract.
24. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
25. Termination: termination without cause (optionally asymmetric); termination by either party without cause; termination upon breach; termination upon insolvency; termination upon non-payment; rights of termination supplemental or exclusive.
26. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
27. Anti-corruption: mutual assurance of compliance with anti-corruption laws; mutual obligation to notify anti-corruption law breaches;
    Manufacturer
     anti-corruption obligations for associated persons; parties to maintain books and records relating to payments and benefits;
    Manufacturer
     to comply with 
    Customer
     anti-corruption policy;
    Manufacturer
     to maintain anti-corruption policies; mutual co-operation with anti-corruption exercises; document does not prevent of reporting anti-corruption breaches; breach of section constitutes material breach.
28. Anti-slavery: mutual assurance of compliance with anti-slavery laws;
    Manufacturer
     anti-slavery obligations for associated persons;
    Manufacturer
     to comply with 
    Customer
     anti-slavery policy;
    Manufacturer
     to maintain anti-slavery policies; breach of section constitutes material breach.
29. Anti-tax evasion: mutual assurance of compliance with anti-tax evasion laws;
    Manufacturer
     anti-tax evasion obligations for associated persons;
    Manufacturer
     to comply with 
    Customer
     anti-tax evasion policy;
    Manufacturer
     to maintain anti-tax evasion policies; breach of section constitutes material breach.
30. Notices: contractual notices must be in writing; methods of sending contractual notices; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
31. Assignment: assignment by first party; assignment by second party.
32. No waivers: no unwritten waivers of breach; no continuing waiver.
33. Severability: severability of whole; severability of parts.
34. Third party rights: third party rights: benefit; third party rights: exercise of rights.
35. Variation: variation in writing and signed, subject to change control.
36. Entire agreement: entire agreement: documents; no misrepresentation; section subject to caveats to limits of liability.
37. Law and jurisdiction: governing law; jurisdiction.
38. Interpretation: statutory references; section headings not affecting interpretation; calendar month meaning; no ejusdem generis.

SCHEDULE 1 (MANUFACTURING PARTICULARS)

1. Specification of Products: specification of products prompt.
2. Timetable: timetable prompt.
3. Customer
    Components: second party components prompt.
4. Customer
    Equipment   : second party equipment prompt.
5. Financial provisions: financial provisions prompt.

SCHEDULE 2 (TERMS AND CONDITIONS OF SUPPLY)

Preamble to terms and conditions (products) .
1. Supply: products to be delivered; products to be collected; product supply by instalments; are product supply dates of the essence?; postponement of product supply.
2. Title: passage of title to products; products held by bailee; obligations during title retention; recovery of products where title retained; action for charges notwithstanding title retention.
3. Warranties: first party product warranties; exclusion of implied warranties and representations.
4. Breach of warranty: customer rights on breach of product warranty; procedure for returning products on breach of warranty.

SCHEDULE 3 (FORM OF CCN)

1. Introduction: title of change; change control notice number; change proposor; date of change control notice; summary of proposed change.
2. Change details: insert details of change.
3. Impact of Change: impact upon resources; impact upon timetable; impact upon charges; other effects of proposed change.
4. Agreement to Change: acceptance of change by signature; form of signature block for first party; form of signature block for second party.