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Manufacturing Licence Agreement Template for Switzerland

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Key Requirements PROMPT example:

Manufacturing Licence Agreement

"I need a Manufacturing License Agreement for my Swiss pharmaceutical company to license our patented drug manufacturing process to a German manufacturer, with strict quality control requirements and GMP compliance, planned to commence in March 2025."

Document background
The Manufacturing License Agreement is essential when a company wishes to authorize another entity to manufacture products using its intellectual property and technology while maintaining control over quality and specifications. This document, governed by Swiss law, is particularly crucial in industries where technical expertise and intellectual property rights need to be protected while expanding manufacturing capabilities. It establishes the framework for technology transfer, production standards, quality control, and commercial terms between the licensor and licensee. The agreement ensures compliance with Swiss regulatory requirements, including intellectual property laws, competition regulations, and industry-specific standards. It's commonly used when companies seek to expand production capacity, enter new markets, or leverage external manufacturing expertise without compromising their intellectual property rights.
Suggested Sections

1. Parties: Identification and details of the licensor and licensee

2. Background: Context of the agreement, including ownership of relevant IP rights and business objectives

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope of manufacturing license, territories, and permitted activities

5. Term and Termination: Duration of the agreement and circumstances for termination

6. Manufacturing Requirements: Specifications, standards, and production requirements

7. Quality Control: Quality assurance procedures, testing requirements, and acceptance criteria

8. Intellectual Property Rights: IP ownership, protection, and enforcement provisions

9. Financial Terms: License fees, royalties, payment terms, and reporting requirements

10. Warranties and Representations: Parties' warranties regarding IP rights, manufacturing capabilities, and compliance

11. Liability and Indemnification: Risk allocation, limitation of liability, and indemnification obligations

12. Confidentiality: Protection of confidential information and trade secrets

13. Compliance with Laws: Obligations to comply with applicable laws and regulations

14. Governing Law and Jurisdiction: Swiss law as governing law and jurisdiction for disputes

15. Miscellaneous: Standard boilerplate provisions including assignment, notices, and entire agreement

Optional Sections

1. Exclusivity Provisions: Used when granting exclusive manufacturing rights for specific territories or products

2. Sub-licensing Rights: Include when licensee is permitted to sub-license manufacturing rights

3. Technology Transfer: Required when significant technical knowledge transfer is part of the agreement

4. Minimum Performance Requirements: Include when setting minimum production or sales targets

5. Environmental Compliance: Detailed section when manufacturing involves significant environmental considerations

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

7. Employee Training: Include when licensor must provide specific training to licensee's personnel

8. Change Control: Used when formal procedures for manufacturing changes are required

9. Disaster Recovery: Include for critical manufacturing arrangements requiring business continuity plans

Suggested Schedules

1. Schedule 1 - Licensed Products: Detailed description of products covered by the manufacturing license

2. Schedule 2 - Technical Specifications: Manufacturing specifications, processes, and technical requirements

3. Schedule 3 - Quality Standards: Detailed quality control procedures and acceptance criteria

4. Schedule 4 - Fee Schedule: Detailed breakdown of license fees, royalties, and payment terms

5. Schedule 5 - Territory: Definition of authorized manufacturing and distribution territories

6. Schedule 6 - Licensed IP: List of licensed patents, trademarks, and other IP rights

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

8. Schedule 8 - Key Performance Indicators: Specific manufacturing performance metrics and targets

9. Appendix A - Required Reports: Templates and specifications for required reporting

10. Appendix B - Contact Details: Key contacts and notice details for both parties

Authors

Alex Denne

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

Relevant legal definitions











































Clauses





































Relevant Industries

Pharmaceuticals

Biotechnology

Medical Devices

Electronics Manufacturing

Automotive

Chemical Industry

Consumer Goods

Industrial Equipment

Food and Beverage

Precision Engineering

Telecommunications Equipment

Clean Technology

Aerospace

Relevant Teams

Legal

Operations

Manufacturing

Quality Assurance

Research & Development

Intellectual Property

Compliance

Finance

Business Development

Technology Transfer

Product Development

Regulatory Affairs

Relevant Roles

Chief Executive Officer

Chief Technology Officer

Chief Operations Officer

Head of Manufacturing

Head of Legal

Intellectual Property Counsel

Manufacturing Director

Quality Control Manager

Production Manager

Licensing Manager

Contract Manager

Technology Transfer Manager

Compliance Officer

Business Development Director

Industrial Relations Manager

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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