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A family of Manufacturing agreementsdocumentsManufacturing agreements

These agreements provide a framework within which a manufacturer and a customer may contract for the manufacturing and supply of products. The agreements assume that the products will be specified by the customer. All versions of the manufacturing agreement include, as schedule, a set of terms and conditions governing the specific legal basis upon which products are supplied. These terms and conditions cover, for example, the passage of title and risk to the customer.

Free manufacturing agreement

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Version 2.1
First published 2 Nov 2016
Last updated 2 May 2021
Word count 9,140
Template pages 21

Manufacturing agreement (standard)

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Version 2.1
First published 1 Sep 2016
Last updated 2 May 2021
Word count 9,058
Template pages 21

Manufacturing agreement (premium)

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70

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Version 2.1
First published 1 Sep 2016
Last updated 2 May 2021
Word count 12,746
Template pages 30

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Free manufacturing agreement contents

  1. Definitions: definitions.
  2. Credit: docular credit; free documents licensing warning.
  3. Term: commencement of term; end of term.
  4. 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.
  5. Manufacturing: obligation to manufacture and supply products.
  6. Product Specification: supply of products specification and other documents; product specification general warranties; product specification non-infringement warranty.
  7. Minimum Quantity: product minimum order quantity.
  8. 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.
  9. Terms and conditions of supply: products supply subject to terms and conditions.
  10. 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.
  11. Exclusivity: exclusivity re product supply; exclusivity re identical product supply; exclusivity re competing product supply.
  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.

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. Charges: obligation to pay charges; amounts inclusive or exclusive of VAT; increases in charges for products.
  12. Payments: issue of invoices for products; time for payment of charges following invoice; payment methods; interest on late payments.
  13. 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.
  14. Warranties: first party warranty of authority; second party warranty of authority; exclusion of implied warranties and representations.
  15. 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.
  16. 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.
  17. Force Majeure Event: obligations suspended for force majeure; force majeure notification and information; mitigation of effects of force majeure.
  18. 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.
  19. Effects of termination: surviving provisions upon termination; termination does not affect accrued rights.
  20. 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.
  21. Notices: methods and deemed receipt of contractual notices; contact details for contractual notices; substitute contact details for notices.
  22. General: no waiver; severability; variation written and signed; no assignment without written consent; no third party rights; entire agreement; governing law; exclusive jurisdiction.
  23. 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.