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Toll Manufacturing Agreement Template for Switzerland

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Key Requirements PROMPT example:

Toll Manufacturing Agreement

"I need a Toll Manufacturing Agreement for my pharmaceutical company based in Basel, where we'll be outsourcing the production of our new dietary supplement to a manufacturer in Zurich, with production starting in March 2025 and including strict quality control requirements and GMP compliance."

Document background
The Toll Manufacturing Agreement is essential for businesses seeking to outsource their manufacturing operations while maintaining control over their intellectual property and product specifications. This type of agreement, governed by Swiss law, is particularly valuable when a company wants to leverage external manufacturing capabilities without investing in production facilities. The document comprehensively addresses the manufacturing relationship, including material provision, quality standards, regulatory compliance, and risk allocation. It's commonly used in industries where specialized manufacturing capabilities are required, or when companies need to expand production capacity without capital investment. The agreement ensures compliance with Swiss regulatory requirements while protecting both parties' interests in the manufacturing process.
Suggested Sections

1. Parties: Identification of the toll manufacturer and the customer, including full legal names and addresses

2. Background: Context of the agreement, including the customer's need for manufacturing services and manufacturer's capabilities

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

4. Scope of Services: Detailed description of the manufacturing services to be provided

5. Supply of Materials: Terms regarding the supply, delivery, and handling of raw materials

6. Manufacturing Process: Overview of the manufacturing process and compliance with specifications

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

8. Delivery and Logistics: Terms for delivery, packaging, and shipping of finished products

9. Pricing and Payment: Pricing structure, payment terms, and invoicing procedures

10. Forecasting and Capacity: Process for providing forecasts and managing manufacturing capacity

11. Regulatory Compliance: Compliance with applicable laws, regulations, and industry standards

12. Warranties: Warranties regarding manufacturing services, finished products, and materials

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

14. Confidentiality: Protection of confidential information exchanged during the relationship

15. Term and Termination: Duration of agreement and circumstances for termination

16. General Provisions: Standard legal provisions including governing law, dispute resolution, and notices

Optional Sections

1. Equipment Provision: Terms regarding any equipment provided by either party for the manufacturing process

2. Intellectual Property Rights: Provisions for IP ownership and licenses when proprietary technology or processes are involved

3. Technology Transfer: Process for transferring manufacturing technology or know-how when required

4. Environmental Requirements: Specific environmental compliance obligations if handling hazardous materials

5. Insurance Requirements: Specific insurance obligations beyond standard coverage

6. Personnel and Training: Requirements for specific personnel qualifications or training programs

7. Disaster Recovery: Business continuity and disaster recovery procedures for critical manufacturing

8. Exclusivity: Any exclusive manufacturing arrangements or territorial restrictions

9. Change Control: Procedures for implementing changes to specifications or processes

Suggested Schedules

1. Product Specifications: Detailed technical specifications for the products to be manufactured

2. Quality Requirements: Detailed quality control procedures, testing methods, and acceptance criteria

3. Pricing Schedule: Detailed pricing structure, including unit prices and volume discounts

4. Key Performance Indicators: Specific performance metrics and targets

5. Materials Specifications: Specifications for raw materials and components to be used

6. Manufacturing Process Details: Detailed description of the manufacturing process steps

7. Equipment List: List of equipment used or provided for manufacturing

8. Contact Details: List of key contacts and escalation procedures

9. Form of Quality Certificate: Template for certificate of analysis or conformity

10. Compliance Requirements: Detailed regulatory compliance requirements and standards

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

Chemical Manufacturing

Food and Beverage

Consumer Goods

Electronics

Automotive Components

Medical Devices

Cosmetics

Industrial Products

Textiles

Biotechnology

Relevant Teams

Legal

Operations

Manufacturing

Quality Control

Supply Chain

Procurement

Regulatory Affairs

Finance

Technical Operations

Compliance

Business Development

Project Management

Relevant Roles

Chief Operations Officer

Production Manager

Quality Control Manager

Supply Chain Director

Procurement Manager

Legal Counsel

Regulatory Compliance Officer

Manufacturing Director

Contract Manager

Technical Operations Manager

Business Development Director

Chief Financial Officer

Quality Assurance Director

Operations Excellence Manager

Project 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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