The Tooling Agreement is essential for manufacturing relationships where specialized tools, dies, molds, or fixtures are required for production processes. This contract type is particularly relevant in Canadian manufacturing contexts where companies need to clearly define ownership, usage rights, and responsibilities related to industrial tooling. The agreement addresses critical aspects such as tool design specifications, quality standards, maintenance requirements, and intellectual property rights, while ensuring compliance with Canadian federal and provincial regulations. It's commonly used when a customer commissions specific tooling for their production needs, or when a manufacturer develops specialized tools for a customer's unique requirements. The document provides legal protection for both parties by clearly defining ownership, payment terms, and operational responsibilities, while incorporating necessary provisions for security interests, quality control, and eventual tool disposition.
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1. Parties: Identification of the tooling owner/customer and the manufacturer/supplier
2. Background: Context of the agreement, including the purpose of the tooling arrangement and general business relationship
3. Definitions: Key terms including 'Tools', 'Specifications', 'Products', 'Acceptance Criteria', and other relevant terminology
4. Scope of Agreement: Overview of the tooling arrangement, including purpose and general obligations
5. Design and Specifications: Requirements for tool design, approval processes, and technical specifications
6. Ownership and Title: Clear statement of tool ownership, transfer of title, and intellectual property rights
7. Payment Terms: Pricing, payment schedule, and any progress payments for tool development
8. Development and Acceptance: Process for tool development, testing, and acceptance criteria
9. Usage Rights: Terms governing the use of tools, including any restrictions or exclusive rights
10. Maintenance and Storage: Responsibilities for tool maintenance, storage conditions, and repair obligations
11. Quality Requirements: Quality standards, inspection rights, and compliance requirements
12. Term and Termination: Duration of agreement and circumstances for termination
13. Return or Disposal of Tools: Procedures for tool return or disposal at end of agreement
14. Confidentiality: Protection of confidential information related to tooling and designs
15. General Terms: Standard legal provisions including notices, amendments, and governing law
1. Insurance: Requirements for insurance coverage of tools - include when tools are high-value or have significant risk factors
2. Security Interest: Provisions for security interests or liens - include when progressive payments are involved
3. Capacity Commitment: Guaranteed production capacity - include when tools are used for ongoing manufacturing
4. Installation and Training: Requirements for tool installation and operator training - include when complex tooling requires specific expertise
5. Export Control: Export compliance requirements - include when tools or related technology may cross borders
6. Environmental Compliance: Environmental standards and disposal requirements - include when tools involve hazardous materials
7. Backup Tools: Requirements for backup or replacement tools - include for critical manufacturing processes
8. Third-Party Use: Terms for third-party usage of tools - include when subcontracting may be needed
1. Schedule A - Tool Specifications: Detailed technical specifications, drawings, and requirements for each tool
2. Schedule B - Pricing and Payment Schedule: Detailed breakdown of costs and payment milestones
3. Schedule C - Acceptance Criteria: Specific criteria and testing procedures for tool acceptance
4. Schedule D - Maintenance Requirements: Detailed maintenance procedures and schedules
5. Schedule E - Quality Standards: Specific quality requirements and testing procedures
6. Appendix 1 - Tool List: Comprehensive list of all tools covered by the agreement
7. Appendix 2 - Approved Facilities: List of approved locations for tool storage and usage
Relevant legal definitions
Tools
Tooling
Products
Specifications
Acceptance Criteria
Acceptance Tests
Approved Facility
Background IP
Business Day
Completion Date
Confidential Information
Defect
Delivery Date
Design Documentation
Effective Date
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Maintenance Requirements
Maintenance Schedule
Manufacturing Process
Performance Standards
Production Schedule
Quality Standards
Representatives
Security Interest
Service Life
Specifications
Subcontractor
Technical Documentation
Term
Test Procedures
Tool Completion
Tool Cost
Tool Design
Tool Life
Tool Location
Tool Maintenance
Tool Qualification
Tool Storage
Usage Rights
Warranty Period
Work Product
Tooling
Products
Specifications
Acceptance Criteria
Acceptance Tests
Approved Facility
Background IP
Business Day
Completion Date
Confidential Information
Defect
Delivery Date
Design Documentation
Effective Date
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Maintenance Requirements
Maintenance Schedule
Manufacturing Process
Performance Standards
Production Schedule
Quality Standards
Representatives
Security Interest
Service Life
Specifications
Subcontractor
Technical Documentation
Term
Test Procedures
Tool Completion
Tool Cost
Tool Design
Tool Life
Tool Location
Tool Maintenance
Tool Qualification
Tool Storage
Usage Rights
Warranty Period
Work Product
Clauses
Definitions
Interpretation
Term and Termination
Tool Design and Development
Technical Specifications
Ownership and Title
Intellectual Property
Payment Terms
Security Interest
Quality Requirements
Testing and Acceptance
Usage Rights
Maintenance and Storage
Delivery and Installation
Performance Standards
Warranty
Liability
Insurance
Confidentiality
Force Majeure
Assignment and Subcontracting
Dispute Resolution
Governing Law
Notices
Export Control
Environmental Compliance
Health and Safety
Records and Audits
Change Management
Entire Agreement
Severability
Third Party Rights
Waiver
Amendments
Survival
Interpretation
Term and Termination
Tool Design and Development
Technical Specifications
Ownership and Title
Intellectual Property
Payment Terms
Security Interest
Quality Requirements
Testing and Acceptance
Usage Rights
Maintenance and Storage
Delivery and Installation
Performance Standards
Warranty
Liability
Insurance
Confidentiality
Force Majeure
Assignment and Subcontracting
Dispute Resolution
Governing Law
Notices
Export Control
Environmental Compliance
Health and Safety
Records and Audits
Change Management
Entire Agreement
Severability
Third Party Rights
Waiver
Amendments
Survival
Relevant Industries
Automotive Manufacturing
Aerospace
Industrial Manufacturing
Consumer Electronics
Medical Device Manufacturing
Plastic Injection Molding
Metal Fabrication
Defense Manufacturing
Heavy Equipment Manufacturing
Precision Engineering
Relevant Teams
Legal
Procurement
Engineering
Manufacturing
Quality Assurance
Operations
Supply Chain
Finance
Technical Operations
Project Management
Maintenance
Production
Relevant Roles
Manufacturing Manager
Procurement Director
Tool Engineer
Quality Assurance Manager
Operations Director
Contract Administrator
Supply Chain Manager
Production Manager
Legal Counsel
Chief Operating Officer
Engineering Manager
Tooling Specialist
Project Manager
Technical Director
Maintenance Supervisor
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