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Development And Supply Agreement
"I need a Development and Supply Agreement under German law for a medical device manufacturer developing and supplying custom diagnostic equipment to a hospital group, with particular emphasis on quality assurance and regulatory compliance."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and commercial relationship
3. Definitions: Key terms used throughout the agreement
4. Development Phase: Terms governing the product development process, including milestones and deliverables
5. Development Services: Specific development obligations, responsibilities, and development specifications
6. Acceptance Testing: Procedures for testing and accepting developed products
7. Supply Obligations: Terms governing the supply phase, including forecasting, ordering, and delivery
8. Quality Requirements: Quality standards, testing procedures, and compliance requirements
9. Prices and Payment: Pricing structure for both development and supply phases, payment terms
10. Intellectual Property Rights: Ownership and licensing of IP created during development
11. Warranties: Warranties for development services and supplied products
12. Liability and Indemnification: Liability provisions and indemnification obligations
13. Term and Termination: Duration of agreement and termination rights
14. Confidentiality: Protection of confidential information
15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Exclusivity: Optional provisions for exclusive development or supply relationship
2. Minimum Purchase Commitments: Include if there are mandatory purchase volumes
3. Change Management: Procedures for handling changes to specifications or requirements
4. Tooling Provisions: Include if specific tools or equipment are needed for development/production
5. Export Control: Include for international supply relationships
6. Environmental Compliance: Include for products with environmental impact or regulations
7. Source Code Escrow: Include if software development is involved
8. Business Continuity: Include for critical supply relationships
9. Data Protection: Include if personal data processing is involved
1. Product Specifications: Detailed technical specifications for the products
2. Development Milestone Plan: Timeline and deliverables for development phase
3. Pricing Schedule: Detailed pricing information and calculations
4. Quality Agreement: Detailed quality requirements and procedures
5. Testing Procedures: Detailed acceptance testing protocols
6. Service Levels: Performance metrics and service level requirements
7. Form of Purchase Order: Standard form for ordering products
8. Technical Documentation: Required technical documentation and certificates
9. Approved Subcontractors: List of approved subcontractors if applicable
Authors
Acceptance Tests
Affiliate
Background IP
Business Day
Change Request
Confidential Information
Contract Year
Delivery Date
Development Phase
Development Services
Development Specifications
Effective Date
Force Majeure
Foreground IP
Good Industry Practice
Intellectual Property Rights
Lead Time
Milestone
Minimum Order Quantity
Non-Conforming Product
Order
Product
Product Specifications
Purchase Order
Quality Requirements
Quality Standards
Regulatory Requirements
Service Levels
Supply Phase
Technical Documentation
Term
Testing Procedures
Third Party
Tooling
Unit Price
Warranty Period
Work Product
Technical Specifications
Development Timeline
Testing and Acceptance
Supply Obligations
Ordering Process
Delivery Terms
Quality Requirements
Price and Payment
Intellectual Property Rights
Confidentiality
Warranties
Liability and Indemnification
Force Majeure
Term and Termination
Change Management
Regulatory Compliance
Documentation Requirements
Record Keeping
Audit Rights
Insurance
Assignment and Subcontracting
Non-Competition
Dispute Resolution
Governing Law
Entire Agreement
Severability
Notice Requirements
Amendment Process
Export Control
Automotive
Electronics Manufacturing
Medical Devices
Industrial Equipment
Aerospace
Chemical Manufacturing
Telecommunications
Software Development
Pharmaceutical
Consumer Electronics
Legal
Procurement
Research & Development
Quality Assurance
Supply Chain
Operations
Product Development
Commercial
Technical
Project Management
Intellectual Property
Chief Technology Officer
Procurement Manager
Research and Development Director
Supply Chain Manager
Quality Assurance Manager
Product Development Manager
Legal Counsel
Commercial Director
Technical Director
Operations Manager
Contract Manager
Project Manager
Intellectual Property Manager
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