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Manufacturing Under License Agreement

Manufacturing Under License Agreement Template for Netherlands

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Key Requirements PROMPT example:

Manufacturing Under License Agreement

"I need a Manufacturing Under License Agreement for allowing a Dutch manufacturer to produce our patented automotive parts across the Benelux region, with strict quality control requirements and the possibility of sub-licensing to pre-approved manufacturers."

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Document background
The Manufacturing Under License Agreement is essential for businesses seeking to expand their manufacturing capabilities through licensed technology. This document is particularly relevant when a technology owner wishes to allow another company to manufacture products using their intellectual property while maintaining control over quality and implementation. Governed by Dutch law and EU regulations, it provides a comprehensive framework for technology transfer, manufacturing specifications, quality control, and commercial terms. The agreement is commonly used in scenarios where direct manufacturing by the IP owner is not feasible or desirable, or when expanding manufacturing capacity through third parties. It includes detailed provisions for protecting intellectual property, ensuring quality standards, establishing payment terms, and defining technical requirements.
Suggested Sections

1. Parties: Identification of the licensor and licensee, including full legal names, registration details, and principal places of business

2. Background: Context of the agreement, including brief description of the licensed IP and manufacturing purpose

3. Definitions: Definitions of key terms used throughout the agreement, including Licensed Products, Territory, IP Rights, etc.

4. Grant of License: Scope of the manufacturing license, including territory, exclusivity/non-exclusivity, and any field-of-use restrictions

5. Manufacturing Rights and Obligations: Specific rights and obligations related to manufacturing, including production requirements and restrictions

6. Quality Control: Quality standards, testing procedures, and approval processes for manufactured products

7. Intellectual Property Rights: Ownership of IP, protection measures, and handling of improvements or modifications

8. Supply of Technical Information: Provisions regarding the transfer of technical knowledge, documentation, and support

9. Royalties and Payment Terms: Financial terms including royalty rates, calculation methods, and payment procedures

10. Record Keeping and Audit Rights: Requirements for maintaining records and licensor's audit rights

11. Confidentiality: Protection of confidential information exchanged during the manufacturing process

12. Term and Termination: Duration of the agreement and grounds for termination

13. Post-Termination Obligations: Obligations that survive termination and wind-down procedures

14. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure

Optional Sections

1. Training and Technical Support: Include when the licensor needs to provide specific training or ongoing technical support

2. Sub-manufacturing Rights: Include when the licensee may need to subcontract manufacturing to third parties

3. Marketing and Distribution Rights: Include if the licensee also has rights to market and distribute the manufactured products

4. Environmental Compliance: Include when manufacturing involves specific environmental considerations or risks

5. Research and Development: Include when the licensee has rights to conduct R&D or modify the licensed technology

6. Export Control: Include when manufactured products are subject to export control regulations

7. Non-Competition: Include when parties agree to specific non-compete provisions

8. Insurance Requirements: Include when specific insurance coverage is required for manufacturing activities

9. Change Control Procedures: Include when formal procedures are needed for manufacturing process changes

Suggested Schedules

1. Schedule 1 - Licensed Patents and Technology: Detailed list of patents, technology, and know-how being licensed

2. Schedule 2 - Manufacturing Specifications: Detailed technical specifications for the manufacturing process

3. Schedule 3 - Quality Control Standards: Specific quality control requirements and acceptance criteria

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties

5. Schedule 5 - Territory Definition: Detailed description of licensed territory including any restrictions

6. Schedule 6 - Technical Documentation: List of technical documents to be provided by licensor

7. Schedule 7 - Approved Sub-manufacturers: List of approved sub-manufacturers if applicable

8. Appendix A - Product Specifications: Detailed specifications of the licensed products

9. Appendix B - Quality Assurance Procedures: Step-by-step quality assurance procedures and requirements

10. Appendix C - Reporting Templates: Standard templates for required reports and notifications

Authors

Alex Denne

Head of Growth (Open Source Law) @ tiktok³ÉÈË°æ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

alex.den.21@genieai.co
Relevant legal definitions












































Clauses



































Relevant Industries

Manufacturing

Automotive

Electronics

Pharmaceuticals

Consumer Goods

Industrial Equipment

Medical Devices

Aerospace

Chemical Industry

Technology Hardware

Telecommunications Equipment

Food and Beverage Processing

Textile Manufacturing

Green Technology

Relevant Teams

Legal

Operations

Manufacturing

Quality Assurance

Research & Development

Intellectual Property

Commercial

Supply Chain

Technical Operations

Compliance

Business Development

Relevant Roles

Chief Technology Officer

Manufacturing Director

IP Counsel

Quality Control Manager

Operations Director

Licensing Manager

Production Manager

Legal Counsel

Commercial Director

Chief Operating Officer

R&D Director

Supply Chain Manager

Technical Director

Compliance Officer

Business Development Director

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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