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1. Parties: Identification of the principal (materials owner) and processor, including full legal names and addresses
2. Background: Context of the agreement, brief description of parties' businesses, and purpose of the arrangement
3. Definitions: Definitions of key terms used throughout the agreement
4. Scope of Services: Detailed description of processing services to be performed
5. Supply of Materials: Terms governing the supply, delivery, and handling of materials for processing
6. Processing Standards and Quality Requirements: Quality standards, specifications, and quality control procedures
7. Title and Risk: Provisions regarding ownership of materials and finished products, and risk allocation
8. Pricing and Payment Terms: Processing fees, payment terms, invoicing procedures
9. Performance Timeline: Processing schedules, delivery timeframes, and deadlines
10. Warranties and Representations: Warranties regarding processing capabilities, compliance with laws, and quality standards
11. Liability and Indemnification: Allocation of liability and indemnification obligations
12. Confidentiality: Protection of confidential information and trade secrets
13. Term and Termination: Duration of agreement and termination provisions
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Dispute Resolution: Applicable law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Intellectual Property Rights: Required when processing involves proprietary technology or creates new IP
2. Insurance Requirements: Detailed insurance obligations when higher risk processing is involved
3. Environmental Compliance: Required for processes with significant environmental impact
4. Equipment Provision: Include when specific equipment must be provided by either party
5. Storage Requirements: Needed when materials or finished products require storage
6. Security Requirements: For processing of valuable or sensitive materials
7. Training and Support: When specialized training is needed for processing
8. Subcontracting: Include if processor may need to subcontract certain services
9. Import/Export Compliance: Required for cross-border processing arrangements
1. Schedule 1 - Processing Specifications: Detailed technical specifications for processing services
2. Schedule 2 - Quality Standards and Testing Procedures: Specific quality requirements and testing methodologies
3. Schedule 3 - Pricing Schedule: Detailed breakdown of processing fees and charges
4. Schedule 4 - Material Specifications: Specifications for materials to be provided for processing
5. Schedule 5 - Service Levels: Performance metrics and service level requirements
6. Schedule 6 - Operating Procedures: Detailed procedures for day-to-day operations
7. Appendix A - Contact Information: Key contacts for both parties
8. Appendix B - Required Certifications: Copies of relevant certifications and permits
9. Appendix C - Health and Safety Requirements: Specific health and safety protocols
10. Appendix D - Forms and Documentation: Standard forms for ordering, delivery, and quality control
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