Acuerdo de fabricación por encargo - Toll Manufacturing Agreement

• Category: Contrato - Fabricación a terceros
• State: Multi-State
• Control #: US-1037BG
• Format: Word

Description

A Toll Manufacturing Agreement is an agreement between a company with a product design, or product idea, and a manufacturing company who will manufacture the product or parts of it. In addition to the design or idea, the company also provides the raw materials, or the component parts required to create the finished product. The manufacturer provides the skills, the labor, and the equipment necessary to make or complete the product. A toll manufacturing agreement protects the company with the product design from theft of trade secrets or intellectual property. It also prohibits the manufacturer from using the product design to compete against them. Finally, this agreement places restrictions on the manufacturer's employees and contractors in order to protect the trade secrets or intellectual property.

A toll manufacturing agreement format is a legal contract that outlines the terms and conditions between a company (known as the "producer/manufacturer") that owns the product design and specifications and another company (known as the "toll manufacturer") that agrees to produce the product on behalf of the producer/manufacturer. This agreement allows the producer/manufacturer to outsource the manufacturing process to a specialized third-party manufacturer while retaining ownership of the product's intellectual property rights, including the design, formula, and branding. The toll manufacturer provides the necessary facilities, equipment, labor, and expertise to produce the product, while the producer/manufacturer typically supplies the raw materials or components required for production. The toll manufacturing agreement format typically includes several key elements to ensure a comprehensive understanding between the parties involved. These elements may include: 1. Parties: Clearly identifies the producer/manufacturer and the toll manufacturer, including their legal names and addresses. It may also include a clause highlighting that the agreement is binding upon their respective successors and assignees. 2. Term: Specifies the duration of the agreement, including the start and end dates. It may also include provisions for the agreement's renewal or termination, along with any notice periods. 3. Products: Describes the product(s) that will be manufactured by the toll manufacturer. This includes detailed specifications, drawings, formulas, quality standards, and any other relevant technical information. 4. Pricing and Payment Terms: Outlines the pricing structure for the toll manufacturing services, including details on how the costs will be calculated (e.g., cost-plus or fixed pricing) and any minimum order quantities. Payment terms, such as payment schedule, methods, and currency, are also included. 5. Confidentiality and Intellectual Property: Addresses the protection of confidential information and intellectual property rights. It sets out obligations for both parties to maintain confidentiality and specifies that all intellectual property rights related to the products remain with the producer/manufacturer. 6. Quality Control: Defines the quality control procedures and standards to be followed by the toll manufacturer to ensure that the produced goods meet the specified requirements. It may include provisions for inspections, testing, and rejection of non-conforming products. 7. Liability and Indemnification: Allocates responsibility and liability for any defects, damages, or losses arising from the manufacturing process. It may include indemnification clauses, insurance coverage requirements, and limitations of liability. 8. Governing Law and Dispute Resolution: Specifies the jurisdiction whose laws will govern the agreement and the process for resolving any disputes, such as negotiation, mediation, or arbitration. Types of toll manufacturing agreement formats can vary depending on the specific industry or product involved. Some common types include: 1. Toll Processing Agreement: This type of agreement pertains to manufacturing raw materials or components into a finished product as per the producer/manufacturer's instructions. 2. Toll Blending Agreement: This agreement is relevant when a producer/manufacturer requires mixing or blending of various substances to create a final product, such as chemicals, pharmaceuticals, or food additives. 3. Toll Packaging Agreement: When a producer/manufacturer needs products to be packaged or labeled by a third-party manufacturer, this agreement specifies the packaging requirements and branding guidelines. 4. Contract Manufacturing Agreement: This is a broader version that encompasses various manufacturing processes and involves the production of a complete product under the producer/manufacturer's brand. In conclusion, a toll manufacturing agreement format is a crucial document that outlines the relationship between a producer/manufacturer and a toll manufacturer. It defines the responsibilities, rights, and obligations of each party to ensure the successful production of the desired product.

Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.