Master Development And Supply Agreement Template for India

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Key Requirements PROMPT example:

Master Development And Supply Agreement

"I need a Master Development and Supply Agreement for my software company to engage an Indian development partner to create and subsequently manufacture IoT devices for smart home automation, with development to begin by March 2025 and including strong IP protection clauses."

Document background
The Master Development And Supply Agreement is a sophisticated commercial contract used when one party engages another for both product development and subsequent regular supply. This document is particularly relevant in the Indian market where manufacturing and development capabilities are increasingly sought after. It's commonly used in situations where a company needs custom-developed products and wants to secure a long-term supply arrangement with the same partner. The agreement addresses both the initial development phase (including specifications, timelines, and acceptance criteria) and the subsequent supply phase (covering ordering, pricing, quality, and delivery terms). The document must comply with Indian contract law and relevant sector-specific regulations, while also considering intellectual property protection, quality standards, and commercial terms. It's particularly important in technology, manufacturing, and R&D-intensive sectors where product development and consistent supply are critical business requirements.
Suggested Sections

1. Parties: Identification and details of the contracting parties including registered addresses and company registration numbers

2. Background: Context of the agreement, relationship between parties, and general purpose of the arrangement

3. Definitions: Detailed definitions of terms used throughout the agreement

4. Scope of Agreement: Overall scope of development and supply activities, including territory and exclusivity provisions

5. Development Phase: Detailed provisions regarding product development, including milestones, approvals, and acceptance criteria

6. Supply Obligations: Terms governing the supply phase, including forecasting, ordering, and delivery processes

7. Quality Requirements: Quality standards, testing procedures, and acceptance criteria for developed products

8. Intellectual Property Rights: Ownership and licensing of IP created during development, existing IP rights, and usage rights

9. Pricing and Payment Terms: Price determination, payment schedules, and terms for both development and supply phases

10. Warranties and Indemnities: Warranties regarding development capabilities, product quality, and related indemnification provisions

11. Confidentiality: Protection of confidential information exchanged during both development and supply phases

12. Term and Termination: Duration of agreement, renewal terms, and termination rights and consequences

13. Force Majeure: Provisions for handling events beyond parties' reasonable control

14. Governing Law and Dispute Resolution: Applicable law and mechanisms for resolving disputes

15. General Provisions: Standard boilerplate clauses including notices, assignment, and entire agreement

Optional Sections

1. Regulatory Compliance: Include when products require specific regulatory approvals or compliance with industry standards

2. Environmental Compliance: Add when development or manufacturing processes have significant environmental implications

3. Insurance Requirements: Include for high-value contracts or when specific insurance coverage is necessary

4. Security Requirements: Add when handling sensitive data or requiring specific security protocols

5. Change Management: Include for complex products requiring formal change control procedures

6. Business Continuity: Add when supply continuity is critical to the customer's operations

7. Training and Support: Include when product requires significant training or ongoing technical support

8. Export Control: Add when products or technology are subject to export control regulations

9. Source Code Escrow: Include when software development is involved and source code protection is required

10. Sustainability Requirements: Add when parties have specific sustainability or ESG commitments

Suggested Schedules

1. Product Specifications: Detailed technical specifications for products to be developed and supplied

2. Development Milestones: Specific development phases, deliverables, and timelines

3. Pricing Schedule: Detailed pricing structure, including development costs and product pricing

4. Quality Requirements: Detailed quality standards, testing procedures, and acceptance criteria

5. Service Levels: Performance metrics and service level requirements for both development and supply

6. Forecast and Order Procedures: Detailed procedures for forecasting, ordering, and delivery

7. Approved Manufacturing Facilities: List of approved facilities for production and quality standards

8. Key Personnel: List of key personnel from both parties involved in the project

9. Form of Purchase Order: Standard form of purchase order to be used during supply phase

10. Technical Support Requirements: Details of technical support to be provided during development and supply phases

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology and Software

Manufacturing

Automotive

Electronics

Pharmaceuticals

Medical Devices

Aerospace and Defense

Industrial Equipment

Telecommunications

Consumer Goods

Biotechnology

Semiconductor

Clean Technology

Chemical Manufacturing

Internet of Things (IoT)

Relevant Teams

Legal

Procurement

Research & Development

Supply Chain

Operations

Quality Assurance

Technical

Commercial

Product Development

Manufacturing

Compliance

Finance

Business Development

Project Management

Intellectual Property

Relevant Roles

Chief Technology Officer

Procurement Director

Supply Chain Manager

Research & Development Director

Legal Counsel

Commercial Director

Quality Assurance Manager

Operations Director

Product Development Manager

Contract Manager

Technical Director

Manufacturing Manager

Business Development Director

Intellectual Property Manager

Sourcing Manager

Chief Operating Officer

Project Manager

Compliance Officer

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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