This document is an agreement made between a seller and a buyer, whereby the seller agrees to manufacture and supply a product according to the buyer's specifications. The agreement also covers the development of the product, which includes the exchange of technical skills and knowledge between both parties to provide mutual advice and support.

The agreement begins with definitions of the terms used in the document, including "Acceptance Tests," "Background Intellectual Property," and "Delivery Programme." The scope and purpose of the agreement are the development and supply of the product in accordance with the terms and conditions stated.

The seller has several general obligations, including delivering the product in accordance with the delivery program, ensuring that the product is fit for its purpose, using good quality materials, and installing the product with care, skill, and diligence. The seller also agrees to provide adequate training for the buyer's staff.

The seller is responsible for developing the product in accordance with the buyer's specifications and within the time frames set out in the delivery program. The development is considered complete when one or more prototypes of the product are tested and satisfy all the specifications to the satisfaction of both parties.

Designs and drawings must be submitted by the seller to the buyer for approval, and any changes requested by the buyer may be subject to extra cost and delays in delivery. The seller must inform the buyer in advance of any extra costs involved and agrees to pass on to the buyer any actual cost savings resulting from the buyer's request or suggestion.

The seller shall supply installation drawings and layouts for the product and work according to the mutually agreed drawings. Any necessary alterations to previously approved drawings will be borne by the seller unless previously agreed with the buyer.

Finally, the agreement covers the licensing of intellectual property rights, which includes the seller granting the buyer a license to use the project intellectual property for the purpose of using and maintaining the product. The buyer must not use or disclose any of the seller's background intellectual property without the seller's written consent.

In conclusion, this agreement sets out the terms and conditions that will govern the development and supply of a product by the seller to the buyer. It covers the general obligations of the seller, the development of the product, the designs and drawings, and the licensing of intellectual property rights.

How to use this Document?

If you want to use this Agreement as a template for your business, follow these steps:

1. Read the Agreement carefully to understand its terms and conditions. It is an agreement made between a seller and a buyer for the development and supply of a product, and it includes definitions, scope of the agreement, general obligations of the seller, development, designs and drawings, and intellectual property.

2. Make sure to replace the following details with your own: current date, party names, party addresses, delivery place, product description, and delivery program.

3. Understand the general obligations of the seller, which include providing and delivering the product in accordance with the delivery program, ensuring that the product is fit for its purpose and is manufactured and executed in conformity with the specification, using good quality materials and workmanship, and installing the product with care, skill, and diligence.

4. Know that the seller is responsible for the development of the product in accordance with the specification and within the time frames set out in the delivery program. During the performance of the tasks required to fulfil the development, the parties shall cooperate on the basis of full disclosure and confidence between them, exchanging and sharing technical skills and knowledge relating to the product in order to provide mutual advice and support.

5. Understand the section on designs and drawings, which outlines the seller's responsibility to submit arrangements and details of the product or any part thereof as the buyer may reasonably require. Any changes requested by the buyer to the design of the product itself may be subject to extra cost and delays in delivery.

6. Note that the agreement includes a section on intellectual property, which outlines the ownership of background intellectual property, project intellectual property, and any new intellectual property created as a result of the development of the product.

By following these steps, you can use this Agreement as a template for your business and ensure that you understand its terms and conditions. This will help you to protect your interests and avoid any disputes that may arise in the future.