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Exclusive Production Agreement
1. Parties: Identifies and defines the contracting parties - typically the rights holder/customer and the producer
2. Background: Sets out the context of the agreement and the parties' intentions
3. Definitions: Defines key terms used throughout the agreement
4. Appointment and Scope: Establishes the exclusive appointment and defines the scope of production rights
5. Term and Exclusivity: Specifies the duration of the agreement and details of the exclusive arrangement
6. Production Requirements: Details the specifications, quality standards, and production processes to be followed
7. Ordering Process: Outlines the procedure for placing and accepting production orders
8. Pricing and Payment: Specifies pricing structure, payment terms, and any price adjustment mechanisms
9. Quality Control: Sets out quality assurance procedures, testing requirements, and acceptance criteria
10. Delivery and Logistics: Specifies delivery terms, packaging requirements, and logistics arrangements
11. Intellectual Property Rights: Addresses ownership and usage rights of IP related to the production
12. Warranties and Indemnities: Contains warranties regarding production capability and quality, and related indemnities
13. Confidentiality: Governs the protection and use of confidential information
14. Termination: Sets out termination rights and consequences of termination
15. General Provisions: Contains standard boilerplate clauses including governing law, notices, and assignment
1. Minimum Purchase Commitments: Used when there are guaranteed minimum order quantities or values
2. Equipment and Tools: Required when specific equipment or tools are provided by either party for the production
3. Raw Materials: Included when there are specific requirements about sourcing or managing raw materials
4. Sustainability Requirements: Used when specific environmental or sustainability standards must be met
5. Compliance with Ethics and Labor Standards: Important when production involves specific ethical or labor compliance requirements
6. Product Development: Included when the producer will be involved in product development or modifications
7. Insurance Requirements: Detailed insurance requirements beyond standard provisions
8. Force Majeure: Detailed force majeure provisions when standard provisions are insufficient
9. Change Control: Used when formal processes for changes to specifications or requirements are needed
1. Product Specifications: Detailed technical specifications for the products to be produced
2. Pricing Schedule: Detailed pricing information, including any volume-based pricing or special terms
3. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Production Capacity: Details of committed production capacity and any seasonal variations
5. Key Performance Indicators: Specific performance metrics and measurement criteria
6. Approved Manufacturing Facilities: List of approved production locations and their specifications
7. Technical Requirements: Detailed technical requirements for production processes
8. Service Levels: Specific service level requirements and related penalties/remedies
Authors
Approved Manufacturing Facility
Business Day
Commencement Date
Confidential Information
Customer
Delivery Point
Exclusive Territory
Force Majeure Event
Good Industry Practice
Initial Term
Intellectual Property Rights
Key Performance Indicators
Minimum Order Quantity
Order
Products
Production Capacity
Production Equipment
Production Schedule
Production Specifications
Quality Standards
Raw Materials
Regulatory Requirements
Renewal Term
Services
Specifications
Sub-contractor
Technical Documentation
Term
Testing Procedures
Third Party
Trade Marks
Unit Price
Working Hours
Defective Products
Delivery Date
Purchase Order
Quality Control Procedures
Manufacturing Process
Acceptance Criteria
Lead Time
Production Site
Remedial Plan
Safety Stock
Standard Operating Procedures
Tooling
Production Line
Material Change
Inspection Rights
Forecast
Packaging Specifications
Definitions
Interpretation
Appointment and Exclusivity
Term
Production Rights
Production Requirements
Quality Control
Testing and Inspection
Ordering Process
Delivery
Price and Payment
Minimum Purchase Commitments
Forecasting
Capacity Planning
Raw Materials
Equipment and Tooling
Technical Specifications
Quality Assurance
Manufacturing Standards
Packaging Requirements
Storage
Transportation
Acceptance and Rejection
Title and Risk
Intellectual Property Rights
Confidentiality
Data Protection
Warranties
Indemnification
Liability
Insurance
Force Majeure
Compliance with Laws
Health and Safety
Environmental Requirements
Labor Standards
Audit Rights
Record Keeping
Change Control
Sub-contracting
Non-Competition
Assignment
Termination
Consequences of Termination
Dispute Resolution
Governing Law
Notices
Entire Agreement
Severability
Waiver
Amendments
Third Party Rights
Counterparts
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