This Manufacturing Service Agreement is drafted for a Manufacturer to provide manufacturing services to a Client with specific installation and facility requirements, requiring substantial investments by the Manufacturer. This is drafted as a service rather than the sale and purchase of products. This agreement is drafted in neutral form.
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The Manufacturing Services Agreement - New Installation is a document that outlines the terms and conditions between the manufacturer and the client for the manufacturing of products. The agreement highlights the importance of the manufacturer's appointment and the client's engagement in a range of activities. It defines various terms used in the agreement, such as acceptance criteria, background intellectual property, batch, claim, commencement date, commissioning, commissioning date, confidential information, data, default, defaulting party, default rate, design documents, equipment, facility, insolvency event, installation, intellectual property rights, manufacturing services, minimum purchase amount, necessary information, necessary materials, notice, process development, product, project team, records, set-up fee, services, services intellectual property, specification, steering committee, technology transfer, term, and more.
The agreement also covers the consideration for the manufacturing services, including the set-up fee and the minimum purchase amount. It specifies the compliance and audit requirements, as well as the maintenance of records. The agreement addresses the intellectual property rights of both parties, including the client's background intellectual property and the manufacturer's services intellectual property. It includes provisions for confidentiality, disclosure of intellectual property, and indemnity and insurance.
The agreement allows for termination under certain conditions, such as default, insolvency events, or by giving written notice. It addresses the assignment and sub-contracting of obligations, patent and copyright indemnity, amendments, severability, notices, settlement of disputes, force majeure, counterparts, and the absence of rights for third parties. The agreement also includes several schedules, such as the design of the facility installation, product specification, background intellectual property, price and payment, necessary information and material, and acceptance tests.
Overall, the Manufacturing Services Agreement - New Installation is a comprehensive document that covers all aspects of the manufacturing services relationship between the manufacturer and the client.
To use the Manufacturing Services Agreement - New Installation, follow these steps:
1. Review the entire agreement to understand the terms and conditions between the manufacturer and the client.
2. Ensure that all definitions and terms used in the agreement are clear and understood by both parties.
3. Provide the necessary information, including the names and addresses of the manufacturer and the client, as well as any specific details required for the installation and manufacturing services.
4. Specify the price and payment terms, including any adjustments or retentions.
5. Agree on the minimum purchase amount and the annual orders for products.
6. Comply with all applicable laws and regulations during the provision of the services.
7. Maintain records for the required period and deliver them to the client upon termination.
8. Protect the intellectual property rights of both parties and obtain necessary approvals for any variations to the processes or materials.
9. Keep all confidential information confidential and disclose it only as required by law or with the other party's consent.
10. Conduct regular inspections and reviews of the manufacturing services and products to ensure compliance with warranties and specifications.
11. Promptly rectify any defects or non-compliance identified by the client.
12. Indemnify the manufacturer against any claims arising from the use of the products by third parties.
13. Maintain appropriate insurance coverage for the performance of obligations under the agreement.
14. Terminate the agreement in accordance with the specified conditions, if necessary.
15. Comply with any dispute resolution procedures outlined in the agreement.
Please note that this guidance is a summary and does not replace the need to carefully review and understand the entire Manufacturing Services Agreement - New Installation document.