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Module Supply Agreement
"I need a Module Supply Agreement under Austrian law for supplying electronic control modules to an automotive manufacturer, with exclusive territory rights in Central Europe and minimum purchase commitments of 10,000 units per quarter starting March 2025."
1. Parties: Identification and details of the supplier and purchaser
2. Background: Context of the agreement and brief description of the parties' business relationship
3. Definitions: Definitions of key terms used throughout the agreement
4. Supply Obligations: Core obligations of the supplier regarding module supply, including quality standards and quantities
5. Ordering Process: Procedures for placing and accepting orders, lead times, and forecast requirements
6. Pricing and Payment: Price determination, payment terms, invoicing procedures, and any price adjustment mechanisms
7. Delivery and Risk: Delivery terms, transfer of risk, packaging requirements, and shipping arrangements
8. Quality Requirements: Quality standards, testing procedures, and acceptance criteria
9. Warranty: Warranty terms, duration, and remedy procedures for defective modules
10. Intellectual Property: IP rights, licenses, and protection of proprietary information
11. Term and Termination: Duration of the agreement and circumstances for termination
12. Liability and Indemnification: Limitation of liability, indemnification obligations, and insurance requirements
13. Confidentiality: Protection of confidential information and trade secrets
14. Force Majeure: Events excusing performance and procedures for handling force majeure situations
15. Governing Law and Jurisdiction: Choice of Austrian law and jurisdiction for dispute resolution
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Minimum Purchase Commitments: Used when the purchaser commits to buying specific minimum quantities
2. Exclusivity: Include when either party is granted exclusive rights in certain territories or markets
3. Tooling and Equipment: Required when specific tools or equipment are provided by either party for manufacturing
4. Environmental Compliance: Include when specific environmental standards or certifications are required
5. Change Management: Used when formal procedures for handling product or specification changes are needed
6. Business Continuity: Include when specific disaster recovery or business continuity requirements exist
7. Compliance with Laws: Detailed section needed when specific regulatory compliance is critical
8. Quality Assurance Agreement: Used when detailed quality management systems need to be established
9. Spare Parts: Include when long-term spare parts supply is required
1. Schedule 1 - Product Specifications: Detailed technical specifications of the modules
2. Schedule 2 - Pricing Schedule: Detailed pricing information, including any volume discounts or pricing mechanisms
3. Schedule 3 - Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
4. Schedule 4 - Service Levels: Performance metrics and service level requirements
5. Schedule 5 - Forecast Requirements: Details of forecasting procedures and requirements
6. Schedule 6 - Approved Manufacturing Facilities: List of approved locations for manufacturing the modules
7. Schedule 7 - Key Personnel: List of key contacts and responsible personnel from both parties
8. Appendix A - Order Form Template: Standard form for placing orders under the agreement
9. Appendix B - Acceptance Test Procedures: Detailed procedures for testing and accepting delivered modules
Authors
Affiliate
Agreement
Applicable Laws
Approved Manufacturing Facility
Background IP
Business Day
Change Request
Commencement Date
Confidential Information
Delivery Location
Delivery Terms
Documentation
Effective Date
Force Majeure Event
Forecast
Good Industry Practice
Intellectual Property Rights
Lead Time
Minimum Order Quantity
Module(s)
Module Specifications
Non-Conforming Module
Order
Purchase Price
Quality Standards
Quarter
Recall
Related Agreements
Service Levels
Spare Parts
Specifications
Subsidiary
Supply Schedule
Technical Information
Term
Territory
Testing Procedures
Third Party
Tooling
Unit Price
Warranty Period
Working Hours
Ordering Process
Pricing
Payment Terms
Delivery
Quality Assurance
Testing and Acceptance
Warranty
Product Specifications
Intellectual Property
Technology Transfer
Confidentiality
Non-Competition
Force Majeure
Term and Termination
Liability
Indemnification
Insurance
Compliance with Laws
Export Control
Change Management
Business Continuity
Dispute Resolution
Governing Law
Assignment
Subcontracting
Notice
Entire Agreement
Severability
Amendment
Waiver
Third Party Rights
Records and Audits
Environmental Compliance
Health and Safety
Product Recall
Tooling and Equipment
Forecasting
Spare Parts Supply
Personnel
Manufacturing Location
Exclusivity
Automotive
Electronics Manufacturing
Industrial Equipment
Renewable Energy
Medical Devices
Telecommunications
Aerospace
Construction Equipment
Information Technology
Manufacturing
Industrial Automation
Consumer Electronics
Legal
Procurement
Supply Chain
Operations
Quality Assurance
Manufacturing
Research and Development
Commercial
Technical
Compliance
Finance
Project Management
Procurement Manager
Supply Chain Director
Commercial Director
Legal Counsel
Contract Manager
Quality Assurance Manager
Operations Director
Manufacturing Manager
Chief Technology Officer
Product Manager
Purchasing Officer
Business Development Manager
Project Manager
Compliance Officer
Technical Director
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