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Master Development And Supply Agreement
"I need a Master Development and Supply Agreement for a software development company in Manila that will develop custom AI modules and subsequently supply them to our fintech company, with the first delivery expected by March 2025 and including strict data protection and security requirements."
1. Parties: Identification and details of the contracting parties
2. Background: Context of the agreement, relationship overview, and primary objectives
3. Definitions and Interpretation: Defined terms, interpretation rules, and hierarchy of documents
4. Development Phase: Terms governing the development process, including milestones, specifications, and acceptance criteria
5. Supply Terms: Core supply obligations, ordering process, forecasting, and delivery terms
6. Quality Requirements: Quality standards, testing procedures, and quality management systems
7. Pricing and Payment: Price determination, payment terms, invoicing, and price adjustment mechanisms
8. Intellectual Property Rights: IP ownership, licenses, and protection of pre-existing IP
9. Confidentiality: Protection and handling of confidential information
10. Warranties and Indemnities: Product warranties, service levels, and indemnification obligations
11. Term and Termination: Duration, renewal, and termination provisions
12. Force Majeure: Events excusing performance and related procedures
13. Dispute Resolution: Process for resolving disputes, including escalation and formal proceedings
14. General Provisions: Standard boilerplate clauses including notices, assignment, and amendments
1. Exclusivity: Used when parties agree to exclusive development or supply arrangements
2. Minimum Purchase Commitments: Include when buyer commits to minimum purchase volumes
3. Technology Transfer: Required when development includes transfer of technology between parties
4. Regulatory Compliance: Necessary for regulated industries or products requiring specific compliance
5. Environmental Requirements: Include for environmentally sensitive products or processes
6. Business Continuity: Important for critical supply relationships
7. Change Control: Used when formal change management procedures are required
8. Security Requirements: Necessary when handling sensitive data or accessing secure facilities
9. Export Control: Required for international trade or controlled technologies
1. Product Specifications: Detailed technical specifications for products to be developed and supplied
2. Development Milestones: Timeline and deliverables for the development phase
3. Pricing Schedule: Detailed pricing structure, including volume discounts and adjustment mechanisms
4. Quality Standards: Specific quality requirements, testing procedures, and acceptance criteria
5. Service Levels: Performance metrics and service level requirements
6. Key Personnel: List of key personnel from both parties involved in the project
7. Approved Manufacturing Facilities: List of approved production sites and their qualifications
8. Form of Purchase Order: Standard form for placing orders under the agreement
9. Technical Support Services: Details of technical support to be provided
10. Business Continuity Plan: Procedures for ensuring continuous supply and risk mitigation
Authors
Acceptance Tests
Affiliate
Applicable Laws
Background IP
Business Day
Change Control Process
Commencement Date
Confidential Information
Contract Year
Customer Materials
Defect
Deliverables
Development Phase
Development Schedule
Development Services
Effective Date
Fees
Force Majeure Event
Foreground IP
Good Industry Practice
Intellectual Property Rights
Key Personnel
Lead Time
Losses
Milestone
Minimum Order Quantity
Non-Conforming Product
Order
Price
Product
Product Specifications
Purchase Order
Quality Requirements
Quality Standards
Recall
Related Agreements
Representatives
Service Levels
Specifications
Supply Phase
Technical Documentation
Term
Territory
Third Party
Tooling
Trade Secrets
Warranty Period
Work Product
Development Services
Development Process
Acceptance Testing
Supply Obligations
Ordering Process
Delivery
Price and Payment
Quality Requirements
Performance Standards
Technical Specifications
Intellectual Property
Technology Transfer
Confidentiality
Data Protection
Warranties
Indemnification
Liability
Insurance
Force Majeure
Change Control
Regulatory Compliance
Export Control
Environmental Compliance
Health and Safety
Business Continuity
Audit Rights
Record Keeping
Personnel
Subcontracting
Term and Termination
Effect of Termination
Assignment
Dispute Resolution
Governing Law
Notices
Entire Agreement
Amendment
Severability
Waiver
Third Party Rights
Counterparts
Anti-Corruption
Competition Law
Exclusivity
Non-Solicitation
Manufacturing
Technology
Automotive
Electronics
Pharmaceuticals
Medical Devices
Aerospace
Industrial Equipment
Consumer Products
Telecommunications
Semiconductor
Legal
Procurement
Research & Development
Quality Assurance
Operations
Finance
Technical
Commercial
Supply Chain
Compliance
Intellectual Property
Manufacturing
Business Development
Chief Technology Officer
Procurement Director
Supply Chain Manager
Research and Development Director
Quality Assurance Manager
Commercial Director
Legal Counsel
Contract Manager
Operations Director
Technical Project Manager
Chief Financial Officer
Business Development Director
Manufacturing Manager
Compliance Officer
IP Manager
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