Toll Manufacturing Agreement Template for Malaysia

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Key Requirements PROMPT example:

Toll Manufacturing Agreement

"I need a Toll Manufacturing Agreement under Malaysian law for my pharmaceutical company to engage a local manufacturer to produce generic medications, with strict quality control requirements and compliance with Malaysian Ministry of Health regulations, planned to commence in March 2025."

Document background
The Toll Manufacturing Agreement is essential for businesses looking to outsource their manufacturing processes in Malaysia while maintaining control over their product specifications and intellectual property. This contract type is particularly relevant in Malaysia's robust manufacturing sector, where many international companies partner with local manufacturers to leverage cost efficiencies and established infrastructure. The agreement details the relationship between the principal company (who owns the product specifications and intellectual property) and the toll manufacturer (who provides the manufacturing services). It ensures compliance with Malaysian manufacturing regulations, customs requirements, and tax implications while protecting both parties' interests through clear specifications of responsibilities, quality standards, and risk allocation. This document is crucial for businesses expanding their manufacturing capabilities without significant capital investment in facilities.
Suggested Sections

1. Parties: Identification of the toll manufacturer and the principal company

2. Background: Context of the agreement and business relationship

3. Definitions: Key terms used throughout the agreement

4. Scope of Services: Detailed description of manufacturing services to be provided

5. Supply of Materials: Responsibilities for raw material procurement, delivery, and storage

6. Manufacturing Process: Requirements and standards for the manufacturing process

7. Quality Control: Quality standards, testing procedures, and acceptance criteria

8. Delivery Terms: Timing, logistics, and delivery requirements for finished products

9. Pricing and Payment: Manufacturing fees, payment terms, and invoicing procedures

10. Intellectual Property Rights: Protection and ownership of IP, including manufacturing processes

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Representations: Standard warranties regarding manufacturing capabilities and product quality

13. Liability and Indemnification: Allocation of risks and responsibilities between parties

14. Term and Termination: Duration of agreement and termination provisions

15. Force Majeure: Provisions for unforeseen circumstances affecting performance

16. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms

17. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment

Optional Sections

1. Equipment Provision: Used when specific manufacturing equipment is provided by either party

2. Technology Transfer: Required when manufacturing process involves transfer of technical knowledge

3. Regulatory Compliance: Included when products require specific regulatory approvals or certifications

4. Environmental Compliance: Added when manufacturing involves significant environmental considerations

5. Training and Support: Needed when manufacturer requires training on specific processes

6. Import/Export Provisions: Required for international movement of materials or products

7. Insurance Requirements: Detailed insurance obligations beyond standard coverage

8. Performance Metrics: Specific KPIs and performance measurement criteria

9. Disaster Recovery: Required for critical manufacturing operations

10. Subcontracting Rights: Included when subcontracting may be necessary

Suggested Schedules

1. Product Specifications: Detailed technical specifications of products to be manufactured

2. Quality Standards and Testing Procedures: Specific quality control requirements and testing methodologies

3. Pricing Schedule: Detailed breakdown of manufacturing costs and pricing structure

4. Manufacturing Process Flow: Step-by-step manufacturing procedures and requirements

5. Equipment Specifications: Details of manufacturing equipment to be used

6. Key Personnel: List of key personnel responsible for various aspects of the manufacturing process

7. Service Level Requirements: Specific performance metrics and service levels to be maintained

8. Compliance Certificates: Required regulatory and quality certifications

9. Material Specifications: Detailed specifications for raw materials and components

10. Form of Purchase Orders: Template for placing manufacturing orders

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
Relevant Industries

Pharmaceuticals

Electronics Manufacturing

Automotive Parts

Consumer Goods

Chemical Products

Food and Beverage

Textiles and Apparel

Industrial Equipment

Cosmetics and Personal Care

Medical Devices

Relevant Teams

Legal

Operations

Manufacturing

Supply Chain

Quality Assurance

Procurement

Finance

Regulatory Affairs

Commercial

Technical Operations

Relevant Roles

Manufacturing Director

Operations Manager

Supply Chain Manager

Quality Control Manager

Procurement Manager

Legal Counsel

Commercial Director

Chief Operations Officer

Production Manager

Regulatory Compliance Officer

Contract Manager

Business Development Director

Finance Director

Technical Director

Manufacturing Engineer

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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