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 favour of the Manufacturer.
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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 provision of manufacturing services. The agreement highlights the importance of the manufacturer's appointment and the client's engagement in a range of activities. It defines key terms such as acceptance criteria, background intellectual property, and necessary information. The agreement covers various sections, including definitions, conditions precedents, appointment, installation, process development and technology transfer, manufacturing services, consideration, compliance and audit, intellectual property rights, confidential information, disclosure of intellectual property, maintenance of records, limitation on liability, indemnity and insurance, term and termination, assignment and sub-contracting, patent and copyright claim, amendments, severability, notices, settlement of disputes, force majeure, counterparts, and no rights for third parties. The agreement also includes schedules for the design of facility installation, product specification, background intellectual property, price and payment, necessary information and material, and acceptance tests.
To use the Manufacturing Services Agreement - New Installation document, follow these steps:
1. Review the definitions section to understand the key terms used throughout the agreement.
2. Ensure that all conditions precedents have been met before proceeding with the agreement.
3. Appoint a steering committee comprised of representatives from both parties to oversee the installation, process development, and technology transfer.
4. Engage contractors approved by the client to carry out the installation and fit-out of the facility.
5. Conduct process development and technology transfer activities as described in the schedule.
6. Provide manufacturing services exclusively or non-exclusively, depending on the agreement.
7. Place annual orders for products at least 30 days before the commissioning date and each anniversary of the commissioning date.
8. Pay the set-up fee and minimum purchase amount as agreed upon.
9. Comply with all relevant laws and regulations applicable to the services.
10. Maintain comprehensive insurance policies for the performance of obligations.
11. Terminate the agreement if necessary by following the specified procedures.
12. Keep records of all transactions and activities related to the agreement.
13. Limit liability and indemnify the manufacturer for any losses or damages.
14. Resolve any disputes through amicable settlement or dispute resolution procedures.
15. Comply with force majeure provisions in case of unforeseen circumstances.
16. Execute the agreement in counterparts and ensure that all parties have signed.
17. Understand that the agreement does not grant any rights to third parties.
Please note that this guidance is a summary and should be used in conjunction with the actual document for complete understanding and implementation.