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1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement and commercial relationship
3. Definitions: Key terms used throughout the agreement
4. Development Phase: Terms governing the product development process, including milestones and deliverables
5. Development Services: Specific development obligations, responsibilities, and development specifications
6. Acceptance Testing: Procedures for testing and accepting developed products
7. Supply Obligations: Terms governing the supply phase, including forecasting, ordering, and delivery
8. Quality Requirements: Quality standards, testing procedures, and compliance requirements
9. Prices and Payment: Pricing structure for both development and supply phases, payment terms
10. Intellectual Property Rights: Ownership and licensing of IP created during development
11. Warranties: Warranties for development services and supplied products
12. Liability and Indemnification: Liability provisions and indemnification obligations
13. Term and Termination: Duration of agreement and termination rights
14. Confidentiality: Protection of confidential information
15. General Provisions: Standard boilerplate clauses including governing law and jurisdiction
1. Exclusivity: Optional provisions for exclusive development or supply relationship
2. Minimum Purchase Commitments: Include if there are mandatory purchase volumes
3. Change Management: Procedures for handling changes to specifications or requirements
4. Tooling Provisions: Include if specific tools or equipment are needed for development/production
5. Export Control: Include for international supply relationships
6. Environmental Compliance: Include for products with environmental impact or regulations
7. Source Code Escrow: Include if software development is involved
8. Business Continuity: Include for critical supply relationships
9. Data Protection: Include if personal data processing is involved
1. Product Specifications: Detailed technical specifications for the products
2. Development Milestone Plan: Timeline and deliverables for development phase
3. Pricing Schedule: Detailed pricing information and calculations
4. Quality Agreement: Detailed quality requirements and procedures
5. Testing Procedures: Detailed acceptance testing protocols
6. Service Levels: Performance metrics and service level requirements
7. Form of Purchase Order: Standard form for ordering products
8. Technical Documentation: Required technical documentation and certificates
9. Approved Subcontractors: List of approved subcontractors if applicable
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