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A Tooling Agreement is essential in manufacturing and industrial operations where specialized tools, dies, molds, or equipment are required for production processes. This contract type is particularly relevant when one party commissions the development or manufacture of specific tools to be used in their production processes, either at their own facility or at a supplier's location. The agreement, governed by German law, typically includes detailed provisions on ownership rights, technical specifications, quality requirements, maintenance obligations, and liability allocation. It's commonly used in industries such as automotive, aerospace, and industrial manufacturing, where specialized tooling is crucial for production. The Tooling Agreement ensures clear understanding of responsibilities, costs, and rights related to the tools, while complying with German commercial and technical regulations.

1. Parties: Identification of the contracting parties (tool owner/customer and manufacturer/supplier)

2. Background: Context of the agreement and business relationship between the parties

3. Definitions: Definitions of key terms used throughout the agreement, including technical terminology

4. Scope of Agreement: Description of the tools covered and their intended use

5. Ownership and Title: Clear provisions regarding tool ownership, transfer of title, and retention of title rights

6. Payment Terms: Terms for payment of tooling costs, including payment schedule and conditions

7. Technical Specifications: Reference to technical requirements and quality standards for the tools

8. Manufacturing and Supply Obligations: Rights and obligations regarding the manufacture and supply of products using the tools

9. Maintenance and Storage: Responsibilities for tool maintenance, storage, and handling

10. Quality Requirements: Quality standards, testing procedures, and acceptance criteria

11. Intellectual Property Rights: Protection and allocation of IP rights related to the tools

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

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

14. Confidentiality: Protection of confidential information and trade secrets

15. Governing Law and Jurisdiction: Application of German law and jurisdiction for disputes

16. Miscellaneous: Standard closing provisions including severability, entire agreement, and amendments