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Tooling Agreement
"I need a Tooling Agreement governed by Hong Kong law for a relationship where my company will purchase custom injection molding tools worth HKD 2 million from a supplier in Shenzhen, with the tools to be stored at their facility and used exclusively for our production starting March 2025."
1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the agreement and business relationship
3. Definitions: Defined terms used throughout the agreement
4. Scope of Agreement: Overview of the tooling to be manufactured/supplied and its intended use
5. Ordering Process: Procedures for ordering tooling and related services
6. Price and Payment: Pricing structure, payment terms, and invoicing requirements
7. Delivery and Acceptance: Delivery terms, inspection procedures, and acceptance criteria
8. Title and Risk: Transfer of ownership and risk in the tooling
9. Intellectual Property Rights: Ownership and usage rights of designs, specifications, and related IP
10. Quality Requirements: Quality standards, testing procedures, and warranty provisions
11. Confidentiality: Protection of confidential information and trade secrets
12. Term and Termination: Duration of agreement and termination rights
13. Liability and Indemnification: Allocation of risks and responsibilities
14. General Provisions: Standard boilerplate clauses including governing law, notices, etc.
1. Storage and Maintenance: Terms for storage and maintenance of tooling at supplier's premises - include when supplier will store the tooling
2. Insurance: Insurance requirements for tooling - include when high-value tooling is involved
3. Production Capacity: Guaranteed production capacity and output - include for high-volume manufacturing
4. Multiple Location Rights: Rights to use tooling at different production locations - include when multiple manufacturing sites are involved
5. Quality Certifications: Specific quality certification requirements - include for regulated industries
6. Spare Parts: Requirements for spare parts and replacement components - include for complex tooling
7. Training: Training requirements for tooling operation - include when specialized training is needed
8. End of Life: Procedures for tooling retirement and disposal - include for regulated industries or hazardous materials
1. Technical Specifications: Detailed technical specifications of the tooling
2. Pricing Schedule: Detailed pricing breakdown and payment milestones
3. Quality Standards: Specific quality requirements and testing procedures
4. Maintenance Schedule: Detailed maintenance requirements and schedules
5. Production Requirements: Specific production capacity and output requirements
6. Approved Locations: List of approved manufacturing locations
7. Service Level Agreement: Performance metrics and service levels for tooling maintenance
8. Form of Purchase Order: Standard form for ordering tooling and services
Authors
Acceptance Tests
Applicable Laws
Approved Facility
Background IP
Business Day
Confidential Information
Defect
Delivery Date
Design Rights
Effective Date
Equipment
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Maintenance Services
Manufacturing Process
Parts
Production Schedule
Purchase Order
Quality Standards
Specifications
Storage Location
Technical Documentation
Term
Territory
Tool Life
Tooling
Tooling Capacity
Tooling Costs
Tooling Maintenance
Tooling Output
Usage Rights
Warranty Period
Work Product
Ordering Process
Delivery
Acceptance Testing
Price and Payment
Title and Risk
Quality Requirements
Technical Specifications
Production Capacity
Storage and Maintenance
Intellectual Property Rights
Usage Rights
Confidentiality
Warranties
Liability and Indemnification
Insurance
Force Majeure
Term and Termination
Health and Safety
Compliance with Laws
Export Control
Data Protection
Dispute Resolution
Governing Law and Jurisdiction
Assignment and Subcontracting
Notices
Entire Agreement
Severability
Variation
Waiver
Third Party Rights
Anti-Corruption
Change Control
Record Keeping
Audit Rights
Manufacturing
Automotive
Electronics
Aerospace
Consumer Goods
Industrial Equipment
Medical Devices
Plastics and Injection Molding
Metal Fabrication
Telecommunications
Legal
Procurement
Engineering
Operations
Manufacturing
Quality Assurance
Supply Chain
Technical Operations
Project Management
Production
Procurement Manager
Supply Chain Director
Manufacturing Engineer
Quality Assurance Manager
Operations Director
Technical Director
Production Manager
Legal Counsel
Contract Manager
Chief Operations Officer
Engineering Manager
Tooling Engineer
Project Manager
Supply Chain Manager
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