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Manufacturing Licence Agreement
"I need a Manufacturing Licence Agreement for licensing our pharmaceutical manufacturing process to a Singapore-based manufacturer, with strict quality control provisions and the ability to audit their facilities quarterly, aiming to commence manufacturing by March 2025."
1. Parties: Identification and details of the licensor and licensee
2. Background: Context of the agreement, including description of the licensed technology/process
3. Definitions: Key terms used throughout the agreement
4. Grant of Licence: Scope and nature of the manufacturing licence, including territory and exclusivity
5. Intellectual Property Rights: Ownership and protection of IP, including improvements and modifications
6. Technical Information and Support: Transfer of know-how and ongoing technical assistance
7. Quality Control: Manufacturing standards, quality requirements, and inspection rights
8. Royalties and Payments: Financial terms, payment schedules, and reporting requirements
9. Confidentiality: Protection of confidential information and trade secrets
10. Term and Termination: Duration and circumstances for termination
1. Minimum Performance Requirements: Minimum production or sales targets for ensuring commercial exploitation
2. Sub-licensing Rights: Rights to grant sub-licenses to third parties when involvement of other manufacturers is needed
3. Export Restrictions: Limitations on export of manufactured products for territorial restrictions
4. Environmental Compliance: Specific environmental obligations for manufacturing processes with environmental impact
1. Technical Specifications: Detailed manufacturing specifications and processes
2. Quality Standards: Specific quality requirements and testing procedures
3. Licensed Patents/Technology: List of licensed IP rights and technical information
4. Royalty Calculations: Detailed methodology for calculating royalties
5. Territory Definition: Detailed description of licensed territory
6. Form of Reports: Templates for required periodic reports
Authors
Affiliate
Background IP
Commencement Date
Confidential Information
Effective Date
Foreground IP
Improvements
Intellectual Property Rights
Know-How
Licensed Patents
Licensed Products
Licensed Technology
Manufacturing Process
Net Sales
Patents
Product Specifications
Quality Standards
Royalties
Technical Documentation
Technical Information
Territory
Term
Trade Secrets
Working Day
Scope of Licence
Territory Restrictions
Intellectual Property Rights
Technical Support
Know-How Transfer
Quality Control
Manufacturing Standards
Inspection Rights
Royalties
Payment Terms
Minimum Performance Requirements
Reporting Obligations
Confidentiality
Non-Competition
Sub-licensing
Improvements
Technology Transfer
Warranties
Indemnification
Insurance
Environmental Compliance
Health and Safety
Record Keeping
Audit Rights
Force Majeure
Term and Duration
Termination Rights
Post-Termination Obligations
Assignment
Governing Law
Dispute Resolution
Notices
Entire Agreement
Severability
Amendments
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