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Manufacturing agreement (premium)

This manufacturing agreement provides a legal framework for manufacturer-customer relationships. It may be suitable for use where the customer is appointing the manufacturer to manufacture products to a design supplied by the customer, and to supply those manufactured products to the customer. It is not suitable for use where the manufacturer will provide the design, or where the parties will collaborate on the design.

In essence, this is an expanded version of our standard manufacturing agreement. In addition to the provisions in the standard manufacturing agreement, this version includes, inter alia: (i) provisions to account for the supply of components and/or equipment to the manufacturer, to assist with the manufacturing process or to be incorporated into the products; (ii) provisions covering improvements to the products or manufacturing process created by the manufacturer; (iii) a publicity clause; (iv) provisions on design services provided by the manufacturer; and (v) a clause covering training to be undertaken by the manufacturer's personnel.

All of these additional provisions are optional.

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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. 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.
  16. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
  17. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
  18. 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 return or destroy confidential information following termination; confidentiality obligations after termination.
  19. Publicity: limited public disclosures; limited public disclosures by first party; limited public disclosures by second party; confidentiality obligations overriding.
  20. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  21. 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.
  22. 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.
  23. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  24. Termination: termination without cause by first party; termination without cause by second party; termination by first party upon breach; termination by second party upon breach; termination upon insolvency.
  25. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  26. Notices: contractual notices must be in writing; methods of sending contractual notices to first party; methods of sending contractual notices to second party; contact details for contractual notices; substitute contact details for notices; acknowledgement of notice by email; deemed receipt of contractual notices.
  27. Assignment: assignment by first party; assignment by second party.
  28. No waivers: no unwritten waivers of breach; no continuing waiver.
  29. Severability: severability of whole; severability of parts.
  30. Third party rights: third party rights: benefit; third party rights: exercise of rights.
  31. Variation: variation in writing and signed, subject to change control.
  32. Entire agreement: entire agreement: documents; no mispresentation; section subject to caveats to limits of liablity.
  33. Law and jurisdiction: governing law; jurisdiction.
  34. 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 collected; products to be delivered; 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.
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