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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."
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
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
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
Acceptance Tests
Affiliate
Agreement
Background IP
Business Day
Change Order
Confidential Information
Contract Year
Delivery Date
Development Phase
Development Schedule
Development Services
Documentation
Effective Date
Final Acceptance
Force Majeure Event
Foreground IP
Good Industry Practice
Goods
Governing Law
Initial Term
Intellectual Property Rights
Key Personnel
Manufacturer
Manufacturing Facility
Milestone
Minimum Order Quantity
Notice
Order
Product Specifications
Products
Project Manager
Purchase Order
Quality Standards
Recall
Regulatory Approvals
Renewal Term
Representatives
Service Levels
Services
Specifications
Supply Phase
Technical Information
Term
Territory
Third Party
Time Schedule
Unit Price
Work Product
Working Hours
Definitions
Interpretation
Development Obligations
Supply Obligations
Acceptance Testing
Quality Control
Intellectual Property
Licensing
Pricing
Payment Terms
Delivery
Title and Risk
Warranties
Indemnification
Liability Limitation
Confidentiality
Data Protection
Force Majeure
Term and Duration
Termination
Consequences of Termination
Change Control
Regulatory Compliance
Environmental Compliance
Insurance
Audit Rights
Performance Monitoring
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notice Requirements
Entire Agreement
Severability
Force Majeure
Non-Solicitation
Export Control
Anti-Corruption
Waiver
Third Party Rights
Relationship of Parties
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)
Legal
Procurement
Research & Development
Supply Chain
Operations
Quality Assurance
Technical
Commercial
Product Development
Manufacturing
Compliance
Finance
Business Development
Project Management
Intellectual Property
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
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