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Manufacturing Service Agreement
1. Parties: Identification of the manufacturer and the customer, including full legal names and registration details
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Services: Detailed description of the manufacturing services to be provided
5. Manufacturing Process and Quality Requirements: Specifications of the manufacturing process, quality standards, and testing procedures
6. Volume and Forecasting: Expected production volumes, forecasting procedures, and capacity commitments
7. Pricing and Payment Terms: Pricing structure, payment terms, invoicing procedures, and any price adjustment mechanisms
8. Delivery and Logistics: Terms for delivery, packaging, transportation, and transfer of risk
9. Quality Control and Inspection: Quality control procedures, inspection rights, and handling of non-conforming products
10. Warranties and Representations: Warranties regarding manufacturing quality, compliance with specifications, and regulatory requirements
11. Liability and Indemnification: Allocation of risks, limitation of liability, and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of the agreement, renewal terms, and termination rights
14. Force Majeure: Handling of events beyond parties' reasonable control
15. Governing Law and Dispute Resolution: Choice of Danish law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate provisions including notices, amendments, and assignment
1. Intellectual Property Rights: Required when the manufacturing involves IP rights, covering ownership, licenses, and protection of IP
2. Equipment and Tools: Needed when specific manufacturing equipment or tools are provided by either party
3. Raw Materials and Components: Include when discussing responsibility for sourcing and managing raw materials
4. Regulatory Compliance: Required for heavily regulated industries or products requiring specific certifications
5. Environmental Compliance: Important when manufacturing processes have significant environmental impact
6. Personnel and Training: Relevant when specific personnel requirements or training needs exist
7. Change Management: Include when frequent changes to specifications or processes are expected
8. Insurance Requirements: Detailed insurance obligations beyond standard liability provisions
9. Business Continuity: Required when manufacturing is critical to customer's operations
10. Data Protection: Needed when personal data processing is involved in the manufacturing process
1. Manufacturing Specifications: Detailed technical specifications for the products to be manufactured
2. Quality Standards and Testing Procedures: Specific quality requirements, acceptance criteria, and testing methodologies
3. Pricing Schedule: Detailed pricing information, including unit prices and volume-based discounts
4. Service Levels and KPIs: Performance metrics and service level requirements
5. Approved Subcontractors: List of pre-approved subcontractors if applicable
6. Equipment Specifications: Details of any equipment provided by either party
7. Raw Materials Specifications: Specifications for raw materials and components
8. Compliance Requirements: Specific regulatory or industry compliance requirements
9. Contact Details: Key contacts and escalation procedures
10. Form of Purchase Order: Template for purchase orders under the agreement
Authors
Affiliate
Applicable Laws
Approved Manufacturer
Background IP
Business Day
Confidential Information
Customer
Customer Materials
Defect
Delivery Date
Delivery Location
Equipment
Force Majeure Event
Foreground IP
Good Industry Practice
Goods
Intellectual Property Rights
Manufacturing Process
Manufacturing Services
Manufacturing Site
Manufacturing Specifications
Materials
Non-Conforming Products
Order
Output
Performance Standards
Price
Product
Production Schedule
Purchase Order
Quality Management System
Quality Standards
Raw Materials
Regulatory Approvals
Representatives
Service Levels
Specifications
Subcontractor
Technical Documentation
Term
Testing Procedures
Third Party
Tooling
Unit Price
Work Instructions
Working Day
Definitions
Services
Manufacturing Process
Quality Control
Testing and Inspection
Volume and Forecasting
Pricing
Payment Terms
Delivery
Title and Risk
Equipment and Materials
Intellectual Property
Confidentiality
Data Protection
Warranties
Liability
Indemnification
Insurance
Force Majeure
Term
Termination
Change Control
Regulatory Compliance
Environmental Compliance
Health and Safety
Personnel
Subcontracting
Record Keeping
Audit Rights
Non-Competition
Non-Solicitation
Assignment
Notices
Governing Law
Dispute Resolution
Entire Agreement
Severability
Waiver
Amendment
Third Party Rights
Counterparts
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