Description
A moderately pro-manufacturer toll contract manufacturing and supply agreement. Customer provides unique raw materials.
- provisions allow for either sale or provision without sale of the unique raw materials to manufacturer.
- non-binding forecasts provided by customer.
- each party retains their respective rights in IP related to the product.
- drafted in context of manufacturing of a beverage product using key ingredients provided by customer, however can be adapted to other product types. See principally product warranties and facilities inspections for food and beverage specific language.
- provides protection for manufacturer against inventories of obsolete unique raw materials and finished goods resulting specification change, low sales, and termination of the agreement. See section 14.
- optional language in Schedule A for periodic pricing reviews and adjustments.
- has embedded confidentiality provisions, but allows for reliance on separate NDA instead.
