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Development And Supply Agreement
"I need a Development and Supply Agreement for a software company developing custom AI modules for a manufacturing client, with development starting January 2025, including strong IP protection clauses and source code escrow provisions."
1. Parties: Identification of the parties entering into the agreement
2. Background: Context of the agreement, including the purpose of the development project and subsequent supply relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Development Phase: Terms governing the product development process, including timelines, specifications, and approval processes
5. Development Services: Detailed description of development work to be performed
6. Development Milestones: Key development targets, timelines, and acceptance criteria
7. Supply Terms: Terms governing the supply phase after successful development
8. Forecasting and Orders: Process for demand forecasting and placing orders
9. Pricing and Payment: Pricing structure, payment terms for both development and supply phases
10. Quality Requirements: Quality standards, testing procedures, and acceptance criteria
11. Intellectual Property Rights: Ownership and licensing of IP created during development and existing IP
12. Confidentiality: Protection of confidential information exchanged during the relationship
13. Warranties and Indemnities: Warranties for development services and supplied products, and related indemnities
14. Term and Termination: Duration of agreement and termination rights
15. General Provisions: Standard legal provisions including governing law, dispute resolution, and force majeure
1. Exclusivity: Terms regarding exclusive development or supply relationship, used when parties agree to work exclusively
2. Minimum Purchase Commitments: Minimum order quantities or value commitments, included when supplier requires volume guarantees
3. Manufacturing License: Terms for licensing manufacturing rights, used when supplier will manufacture developed products
4. Regulatory Compliance: Specific regulatory requirements, included for regulated industries or products
5. Technology Transfer: Process for transferring technology to alternate suppliers, used when backup manufacturing is required
6. Change Control: Procedures for managing changes to specifications or processes, important for complex products
7. Service Level Agreement: Specific performance metrics and remedies, used for critical supply relationships
8. Environmental Requirements: Environmental standards and compliance, included for environmentally sensitive products or processes
1. Product Specifications: Detailed technical specifications for the products to be developed and supplied
2. Development Plan: Detailed plan including timelines, resources, and methodologies for the development phase
3. Pricing Schedule: Detailed pricing information, including development costs and product pricing structure
4. Quality Agreement: Detailed quality requirements, testing procedures, and acceptance criteria
5. Service Levels: Detailed service level requirements and measurement criteria
6. Approved Subcontractors: List of approved subcontractors and their roles
7. Technical Documentation: Required technical documentation for the products
8. Form of Purchase Order: Template for purchase orders to be used during supply phase
9. Acceptance Test Procedures: Detailed procedures for testing and accepting developed products
Authors
Technology
Manufacturing
Pharmaceuticals
Automotive
Electronics
Chemical
Medical Devices
Aerospace
Consumer Goods
Industrial Equipment
Biotechnology
Software Development
Telecommunications
Clean Technology
Food and Beverage
Legal
Procurement
Research & Development
Supply Chain
Product Development
Quality Assurance
Technical Operations
Commercial
Manufacturing
Project Management
Innovation
Operations
Business Development
Chief Technology Officer
Procurement Manager
Research & Development Director
Supply Chain Manager
Legal Counsel
Commercial Director
Product Development Manager
Quality Assurance Manager
Technical Director
Contract Manager
Innovation Manager
Operations Director
Manufacturing Manager
Project Manager
Business Development Manager
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