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Toll Processing Agreement
"I need a Toll Processing Agreement for our chemical manufacturing facility in Manchester to process specialty polymers for a German client, with specific provisions for handling hazardous materials and compliance with both UK and EU regulations, starting from March 2025."
1. Parties: Identification and details of the processor and the client
2. Background: Context of the agreement and brief description of the processing services
3. Definitions: Key terms used throughout the agreement including relevant legislative references
4. Services: Detailed description of processing services to be provided and compliance with relevant manufacturing regulations
5. Quality Standards: Required quality standards, specifications, and compliance with relevant quality regulations
6. Delivery and Collection: Terms regarding delivery of raw materials and collection of processed goods
7. Price and Payment: Processing fees, payment terms and invoicing
8. Title and Risk: Ownership of materials and risk allocation during processing
9. Warranties: Representations and warranties from both parties regarding processing capabilities and compliance
10. Liability and Indemnification: Liability limitations and indemnification provisions
11. Term and Termination: Duration of agreement and termination provisions
1. Environmental Compliance: Environmental obligations under Environmental Protection Act 1990 and related regulations
2. Intellectual Property: Protection of IP rights under Patents Act 1977 and related IP legislation
3. Confidentiality: Protection of confidential information and compliance with UK GDPR and Data Protection Act 2018
4. Insurance: Insurance requirements and coverage specifications
5. Force Majeure: Provisions for unforeseen circumstances affecting processing operations
1. Schedule 1 - Processing Specifications: Detailed technical specifications for processing operations
2. Schedule 2 - Quality Standards: Specific quality requirements, testing procedures, and applicable ISO standards
3. Schedule 3 - Pricing Schedule: Detailed pricing structure and calculations for processing services
4. Schedule 4 - Service Levels: Performance metrics and service level requirements
5. Schedule 5 - Health and Safety Requirements: Specific health and safety procedures under Health and Safety at Work Act 1974
6. Schedule 6 - Equipment Schedule: List of equipment to be used in processing operations
7. Schedule 7 - Key Personnel: List of key personnel involved in processing operations
Authors
Applicable Laws
Authorized Representative
Batch
Business Day
Certificate of Analysis
Commencement Date
Confidential Information
Contamination
Deliverables
Delivery Point
Effective Date
Emergency Shutdown
Force Majeure Event
GMP Standards
Good Industry Practice
Hazardous Materials
Input Materials
Intellectual Property Rights
Key Personnel
Loss
Manufacturing Process
Non-Conforming Product
Operating Hours
Operating Procedures
Output Products
Process Validation
Processing Equipment
Processing Facility
Processing Services
Processing Specifications
Production Capacity
Production Loss
Production Schedule
Quality Control Procedures
Quality Standards
Quarantine
Raw Materials
Regulatory Requirements
Retention Samples
Safety Data Sheet
Service Levels
Shelf Life
Specifications
Standard Operating Procedures
Start-up Period
Storage Requirements
Technical Documentation
Term
Territory
Testing Procedures
Toll Processing Fee
Waste
Yield
Services
Processing Obligations
Quality Control
Material Supply
Delivery and Collection
Title and Risk
Price and Payment
Warranties
Liability and Indemnification
Term and Termination
Production Planning
Capacity Allocation
Equipment and Facilities
Maintenance
Storage
Waste Management
Record Keeping
Reporting
Personnel and Training
Subcontracting
Regulatory Compliance
Health and Safety
Environmental Protection
Quality Assurance
Inspections and Audits
Documentation Requirements
Permits and Licenses
Intellectual Property
Confidentiality
Insurance
Force Majeure
Change Control
Dispute Resolution
Governing Law
Assignment and Subcontracting
Notices
Entire Agreement
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Manufacturing Supplier Contract
A legal agreement under English and Welsh law governing the manufacture and supply of products between a manufacturer and customer.
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