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The Co-Manufacturing Agreement is essential for businesses seeking to expand their manufacturing capabilities through partnership arrangements in India. This document is typically used when a company wants to outsource production while maintaining quality control and protecting intellectual property rights. The agreement becomes particularly relevant when companies need to increase production capacity, enter new markets, or leverage specialized manufacturing capabilities without investing in new facilities. It comprehensively addresses operational requirements, quality standards, regulatory compliance, and commercial terms under Indian law, including adherence to the Indian Contract Act, 1872, and various manufacturing-related regulations. The document is crucial for establishing clear responsibilities, risk allocation, and performance standards between the principal manufacturer and the co-manufacturer.

1. Parties: Identification and details of the principal manufacturer and the co-manufacturer

2. Background: Context of the agreement, including business objectives and general intent of the parties

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

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

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

6. Quality Standards and Control: Required quality standards, testing procedures, and quality control mechanisms

7. Manufacturing Process: Detailed manufacturing procedures, specifications, and requirements

8. Supply of Materials: Terms regarding raw material procurement, supply, and management

9. Pricing and Payment Terms: Manufacturing costs, payment schedule, and related financial terms

10. Intellectual Property Rights: Protection and usage rights of patents, processes, and trade secrets

11. Confidentiality: Protection of confidential information and trade secrets

12. Warranties and Indemnities: Warranties regarding manufacturing quality and related indemnification provisions

13. Insurance and Liability: Required insurance coverage and limitation of liability provisions

14. Force Majeure: Provisions for unforeseen circumstances affecting performance

15. Governing Law and Dispute Resolution: Applicable law and mechanism for resolving disputes

16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment