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The Manufacturing Agreement is a crucial legal document used when a company wishes to engage another party to manufacture products on their behalf in New Zealand. This agreement is essential for businesses looking to outsource their manufacturing operations while maintaining control over product quality and specifications. The document addresses key aspects such as production requirements, quality standards, intellectual property protection, risk allocation, and compliance with New Zealand manufacturing regulations. It's particularly important in industries requiring precise specifications and quality control, and typically includes detailed schedules for technical requirements, pricing, and production timelines. The agreement must comply with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Fair Trading Act 1986, and relevant industry-specific regulations.

1. Parties: Identifies and provides details of the contracting parties - manufacturer and client

2. Background: Sets out the context and purpose of the agreement, including brief description of the parties' business

3. Definitions and Interpretation: Defines key terms and establishes interpretation rules for the agreement

4. Manufacturing Services: Details the core manufacturing obligations, processes, and deliverables

5. Quality Standards and Control: Specifies quality requirements, testing procedures, and acceptance criteria

6. Production Schedule: Outlines timing, delivery schedules, and production milestones

7. Pricing and Payment: Details pricing structure, payment terms, and invoicing procedures

8. Materials and Equipment: Specifies responsibilities for raw materials, equipment, and inventory management

9. Intellectual Property: Addresses ownership and usage rights of IP in manufacturing process and products

10. Confidentiality: Protects confidential information exchanged during the manufacturing process

11. Warranties and Defects: Sets out product warranties and procedures for handling defective goods

12. Liability and Indemnification: Allocates risks and establishes liability limits between parties

13. Term and Termination: Specifies agreement duration and circumstances for termination

14. Force Majeure: Addresses unforeseen circumstances affecting performance

15. General Provisions: Contains standard boilerplate clauses including notices, governing law, etc.