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Toll Manufacturing Agreement

Toll Manufacturing Agreement Template for Austria

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Key Requirements PROMPT example:

Toll Manufacturing Agreement

"I need a Toll Manufacturing Agreement under Austrian law for our pharmaceutical company to engage a contract manufacturer to produce specialty medications, with strict quality control requirements and compliance with EU GMP standards, planned to commence from March 2025."

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Document background
The Toll Manufacturing Agreement is essential for businesses seeking to outsource their manufacturing processes while maintaining control over product specifications and quality. This contract type is particularly relevant when a company wants to leverage external manufacturing capabilities without significant capital investment in production facilities. Under Austrian law, this agreement must comply with specific regulatory requirements including the Austrian Civil Code (ABGB), Industrial Code (GewO), and relevant manufacturing regulations. The document typically includes comprehensive terms covering material supply, production specifications, quality control, intellectual property protection, and risk allocation. It's commonly used in industries where specialized manufacturing capabilities are required, or when companies need to expand production capacity without internal facility expansion.
Suggested Sections

1. Parties: Identification of the Principal (customer) and Toll Manufacturer, including full legal names and registered addresses

2. Background: Context of the agreement, brief description of parties' businesses, and purpose of the toll manufacturing arrangement

3. Definitions: Definitions of key terms used throughout the agreement, including technical manufacturing terms

4. Scope of Services: Detailed description of manufacturing services to be provided, including production processes and specifications

5. Supply of Materials: Terms regarding the supply, delivery, and handling of raw materials, including quality requirements and timing

6. Quality Standards: Required quality standards, testing procedures, and acceptance criteria for manufactured products

7. Production Schedule: Terms regarding production planning, lead times, and capacity commitments

8. Price and Payment Terms: Pricing structure, payment terms, invoicing procedures, and any cost adjustment mechanisms

9. Title and Risk: Transfer of title and risk in materials and finished products

10. Intellectual Property: Protection and usage rights of both parties' intellectual property

11. Confidentiality: Protection of confidential information exchanged during the manufacturing process

12. Warranties and Liability: Warranties regarding manufacturing quality and limitation of liability provisions

13. Term and Termination: Duration of agreement, renewal terms, and termination rights

14. Force Majeure: Provisions for handling events beyond parties' reasonable control

15. Governing Law and Jurisdiction: Specification of Austrian law as governing law and jurisdiction for disputes

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

Optional Sections

1. Regulatory Compliance: Special section when manufacturing involves regulated products requiring specific compliance measures

2. Environmental Requirements: Additional section when manufacturing processes have significant environmental impacts or requirements

3. Equipment Provision: Section needed when specific manufacturing equipment is provided by either party

4. Storage and Warehousing: Additional terms when the manufacturer provides storage services for materials or finished products

5. Insurance Requirements: Detailed insurance provisions when manufacturing involves high-value products or special risks

6. Staff Training: Special requirements for staff training when manufacturing involves complex or proprietary processes

7. Subcontracting: Terms regarding subcontracting rights when manufacturer may need to involve third parties

8. Product Recall: Specific procedures for product recalls when manufacturing consumer or sensitive products

9. Export Control: Required when manufactured products are subject to export control regulations

Suggested Schedules

1. Schedule 1 - Product Specifications: Detailed technical specifications for the products to be manufactured

2. Schedule 2 - Quality Control Procedures: Specific quality control and testing procedures to be followed

3. Schedule 3 - Pricing and Payment Details: Detailed pricing structure, including processing fees, material costs, and payment terms

4. Schedule 4 - Production Capacity and Timeline: Agreed production capacity, lead times, and delivery schedules

5. Schedule 5 - Material Specifications: Specifications for raw materials and components to be used in manufacturing

6. Schedule 6 - Key Performance Indicators: Metrics for measuring manufacturing performance and quality

7. Schedule 7 - Contact Details: Key contact persons and escalation matrix for both parties

8. Schedule 8 - Standard Operating Procedures: Detailed manufacturing and handling procedures

9. Appendix A - Compliance Requirements: Specific regulatory or industry compliance requirements

10. Appendix B - Health and Safety Requirements: Health and safety procedures specific to the manufacturing process

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Linkedin in social icon imageX social icon image
alex.den.21@genieai.co
Relevant legal definitions
Agreement
Applicable Laws
Batch
Batch Records
Business Day
Confidential Information
Delivery Date
Effective Date
Facility
Finished Products
Force Majeure Event
Good Manufacturing Practice
Industrial Property Rights
Initial Term
Intellectual Property Rights
Know-How
Manufacturing Process
Manufacturing Services
Materials
Minimum Order Quantity
Non-Conforming Product
Principal
Principal Materials
Processing Fee
Product Specifications
Production Schedule
Quality Agreement
Quality Control
Quality Standards
Raw Materials
Regulatory Authority
Regulatory Requirements
Renewal Term
Services
Specifications
Standard Operating Procedures
Technical Documentation
Term
Territory
Toll Manufacturer
Trade Secrets
Validation Protocols
Waste
Clauses
Services
Supply of Materials
Manufacturing Process
Quality Control
Testing and Acceptance
Delivery
Price and Payment
Title and Risk
Intellectual Property
Confidentiality
Non-Competition
Warranties
Indemnification
Liability
Insurance
Force Majeure
Term and Termination
Regulatory Compliance
Environmental Compliance
Health and Safety
Record Keeping
Audit Rights
Personnel
Subcontracting
Equipment
Storage
Product Recall
Dispute Resolution
Governing Law
Assignment
Notices
Entire Agreement
Severability
Amendment
Waiver
Relationship of Parties
Survival
Relevant Industries

Pharmaceuticals

Chemical Manufacturing

Food and Beverage

Automotive

Electronics Manufacturing

Textiles and Apparel

Consumer Goods

Industrial Equipment

Medical Devices

Cosmetics and Personal Care

Relevant Teams

Legal

Operations

Manufacturing

Supply Chain

Quality Control

Procurement

Regulatory Compliance

Research & Development

Finance

Production

Contract Management

Relevant Roles

Manufacturing Director

Supply Chain Manager

Operations Manager

Quality Control Manager

Procurement Director

Contract Manager

Production Manager

Legal Counsel

Chief Operations Officer

Regulatory Compliance Officer

Technical Director

Business Development Manager

Factory Manager

Industrial Relations Manager

Project Manager

Industries
Austrian Civil Code (ABGB): Primary source of Austrian contract law governing formation, performance, and termination of contracts, including specific provisions for work and services contracts (Werkvertrag)
Austrian Commercial Code (UGB): Regulates commercial transactions and business relationships between merchants, including specific provisions for commercial contracts and business practices
Austrian Product Liability Act (PHG): Governs liability for defective products and establishes responsibilities between manufacturers, contractors, and end-users
Austrian Industrial Code (GewO): Regulates industrial and manufacturing activities, including licensing requirements and operational standards for manufacturing facilities
Austrian Labor Law (ArbVG): Governs employment relationships and working conditions in manufacturing facilities
Austrian Environmental Protection Act (AWG): Regulates environmental compliance and waste management in manufacturing processes
Austrian Patent Act (PatG): Protects intellectual property rights and innovations in manufacturing processes
Austrian Trade Secrets Act (GeschGehG): Protects confidential business information and know-how shared between parties in manufacturing relationships
Austrian Chemical Act (ChemG): Regulates the handling and use of chemicals in manufacturing processes, if applicable to the specific manufacturing agreement
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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