Manufacturing agreement (standard)

Manufacturing agreement (standard) 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. Minimum Quantity: product minimum order quantity.
7. 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.
8. Terms and conditions of supply: products supply subject to terms and conditions.
9. 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.
10. Exclusivity: exclusivity re product supply; exclusivity re identical product supply; exclusivity re competing product supply.
11. No exclusivity: no manufacturing exclusivity.
12. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
13. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
14. 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.
15. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
16. 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.
17. 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.
18. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
19. 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.
20. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
21. 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.
22. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
23. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
24. 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.