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Master Development And Supply Agreement
"I need a Master Development And Supply Agreement for a German automotive components manufacturer who will develop and supply electronic control units to a major car manufacturer, with strong IP protection clauses and quality assurance requirements for the automotive industry."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement, including the parties' business relationship and objectives
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Agreement: Overall scope of development and supply relationship
5. Development Phase: Terms governing the development process, including milestones, acceptance criteria, and modification procedures
6. Supply Phase: Terms governing the supply of products post-development, including ordering process, forecasting, and delivery terms
7. Prices and Payment: Pricing structure for both development and supply phases, payment terms, and invoice procedures
8. Quality Requirements: Quality standards, testing procedures, and acceptance criteria for both development and supply phases
9. Intellectual Property Rights: Ownership and licensing of IP, including background IP, foreground IP, and improvements
10. Confidentiality: Protection of confidential information and trade secrets
11. Warranties and Liability: Warranties, indemnifications, and limitation of liability provisions
12. Term and Termination: Duration of agreement, renewal provisions, and termination rights
13. General Provisions: Standard legal provisions including governing law, jurisdiction, and entire agreement clause
1. Exclusivity: Terms regarding exclusive development and/or supply relationship, used when parties agree to exclusive arrangements
2. Compliance with Laws: Specific compliance obligations, particularly relevant for regulated industries or international trade
3. Insurance: Insurance requirements, typically included for high-value or high-risk development/supply relationships
4. Environmental Requirements: Environmental compliance and sustainability requirements, relevant for manufacturing or chemical products
5. Data Protection: GDPR compliance provisions, required when personal data processing is involved
6. Force Majeure: Provisions for unforeseen circumstances, particularly relevant in long-term supply relationships
7. Change Control: Formal process for managing changes to specifications or requirements, useful for complex development projects
1. Product Specifications: Detailed technical specifications for products to be developed and supplied
2. Development Timeline: Detailed timeline of development phase including milestones and deliverables
3. Pricing Schedule: Detailed pricing information including development costs and product prices
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 phases
6. Technical Documentation: Requirements for technical documentation to be provided with products
7. Forecast and Order Procedures: Detailed procedures for forecasting and ordering during supply phase
8. Acceptance Test Procedures: Detailed procedures for testing and accepting developed products
9. List of Background IP: Inventory of pre-existing intellectual property rights of each party
Authors
Automotive
Electronics
Manufacturing
Technology
Industrial Equipment
Medical Devices
Chemicals
Aerospace
Consumer Goods
Telecommunications
Software Development
Pharmaceutical
Legal
Procurement
Research & Development
Engineering
Quality Assurance
Operations
Supply Chain
Commercial
Technical
Product Development
Manufacturing
Contract Management
Chief Technology Officer
Procurement Director
Supply Chain Manager
R&D Director
Legal Counsel
Commercial Director
Head of Engineering
Quality Manager
Contract Manager
Business Development Manager
Technical Director
Operations Manager
Project Manager
Innovation Manager
Manufacturing Manager
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