Manufacturing License Agreement Template for Germany

The Manufacturing License Agreement is essential for businesses seeking to expand their manufacturing capabilities through licensed technology or intellectual property rights. This contract type is particularly relevant in the German market, where strict quality standards and regulatory compliance are paramount. It is commonly used when a company wishes to authorize another entity to manufacture its products while maintaining control over quality, technical specifications, and brand reputation. The agreement must comply with German legal requirements, including the German Civil Code (BGB), Patent Act (PatG), and relevant EU regulations. It typically includes detailed provisions for technical support, quality control procedures, royalty calculations, and intellectual property protection. This document is crucial for international technology transfers, domestic manufacturing partnerships, and cross-border industrial collaborations where German law governs the relationship.

1. Parties: Identification and details of the licensor and licensee, including full legal names, registration numbers, and registered addresses

2. Background: Context of the agreement, including brief description of the licensed technology/products and parties' business relationship

3. Definitions: Detailed definitions of key terms used throughout the agreement, including Technical Information, Licensed Products, Territory, etc.

4. Grant of License: Scope of manufacturing license, including territory, exclusivity/non-exclusivity, and any field-of-use restrictions

5. Technical Information and Support: Details of technical documentation, know-how, and support to be provided by licensor

6. Quality Control and Standards: Manufacturing standards, quality control procedures, and compliance requirements

7. Intellectual Property Rights: Ownership of IP, improvements, and new developments during the agreement term

8. Payment Terms: License fees, royalties, payment schedules, and calculation methods

9. Records and Audit Rights: Requirements for maintaining records and licensor's audit rights

10. Confidentiality: Protection of confidential information and trade secrets

11. Warranties and Representations: Parties' warranties regarding IP rights, authority to contract, and product quality

12. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations

13. Term and Termination: Duration of agreement, renewal provisions, and termination rights

14. Post-Termination Obligations: Obligations surviving termination and wind-down procedures

15. Governing Law and Jurisdiction: German law as governing law and jurisdiction for dispute resolution

16. General Provisions: Standard boilerplate clauses including assignment, severability, and entire agreement