A neutral-form agreement under which a Manufacturer provides manufacturing services to a Client on a subcontracting basis, using materials consigned by the Client, governed by the law of England & Wales. It is drafted as a service (not a sale of products).
How to use this template - Replace every
[SQUARE-BRACKET]field before use. - This is a service agreement: the Client supplies (consigns) the materials and the Manufacturer processes/assembles them. Title to the consigned materials stays with the Client (clause 5), this matters if either party becomes insolvent. - Address quality, IP and product liability/recalls clearly, especially where the products reach consumers. - Have a solicitor review before use.
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THIS MANUFACTURING SERVICES AGREEMENT is made on [DATE]
BETWEEN (1) [CLIENT NAME] of [ADDRESS] (the "Client"); and (2) [MANUFACTURER NAME] of [ADDRESS] (the "Manufacturer").
Agreed terms
1. Services. The Manufacturer will provide manufacturing services (namely [DESCRIBE: processing/assembly/finishing]) to produce the products described in Schedule 1 (the "Products") in accordance with the Client's specifications.
2. Consignment of materials. The Client will consign to the Manufacturer the materials and components listed in Schedule 2 (the "Consigned Materials") for use solely in producing the Products.
3. Specifications and quality. The Manufacturer will manufacture the Products to the specifications and quality standards in Schedule 1, and will operate appropriate quality control and allow the Client to inspect.
4. Charges. The Client will pay the Manufacturer the service charges in Schedule 3 (per unit / per hour / as agreed), invoiced [monthly], payable within [NUMBER] days.
5. Title and risk in materials. Title to the Consigned Materials remains with the Client at all times. The Manufacturer holds them as bailee, keeps them separate and identified as the Client's property, insures them, and uses them only for the Products. Title to the finished Products [remains with / passes to] the Client as set out in Schedule 1.
6. Intellectual property. The Client's specifications, designs and IP remain the Client's. Any IP the Manufacturer creates specifically for the Client under this Agreement is [assigned to / licensed to] the Client as set out in Schedule 4. The Manufacturer retains its own background know-how.
7. Compliance, safety and recalls. The Manufacturer will comply with applicable product safety and manufacturing laws, and co-operate with the Client on any recall. The parties' responsibilities for defects and recalls are set out in clause 9.
8. Confidentiality. Each party keeps the other's confidential information secret.
9. Liability and indemnity. Neither party excludes liability that cannot lawfully be excluded. The Manufacturer indemnifies the Client for losses caused by its defective manufacture or breach; liability is otherwise limited as set out in Schedule 3.
10. Term and termination. This Agreement runs from [DATE] and may be ended on [NUMBER] days' notice, or immediately for material breach or insolvency. On termination, the Manufacturer returns any Consigned Materials and finished Products.
11. Governing law and jurisdiction. Governed by the law of England and Wales, whose courts have exclusive jurisdiction.
Execution
Signed for [CLIENT NAME]: __________________ Date: [DATE] Signed for [MANUFACTURER NAME]: __________________ Date: [DATE]
Schedules: 1, Products, specifications and title · 2, Consigned Materials · 3, Charges and liability cap · 4, IP
--- This template is a starting point and not legal advice. Consignment (retention of title) and product-liability/recall terms need care, have a qualified solicitor review and adapt it before use. Governing law: England & Wales.