Development and manufacturing agreement

Manufacturer version
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Document overview

This is an agreement for a manufacturer to put to a client. It is suitable where the client's requirements are simple (perhaps a single process) or where the client's needs are more complicated, requiring assistance with design, production of multiple parts, finishing those parts, assembly, and packaging.
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  • Length:29 pages (8800 words)
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About this document

Most agreements like this one are for the customer to initiate and control.

This one is for the manufacturer to set down the terms. The document could be used as standard T&C for all clients, or for a single project that perhaps involves multiple costly processes and where it is important to control each step or to obtain payment after each stage in order to manage risks to your business.

The agreement covers the legal structure of the deal in plain English. We leave you and your client to create the specification for the actual work to be carried out and the standards to be achieved, and for it to be referenced into the document or attached as a schedule.

We consider who might own intellectual property created during the production process. For example, you may come up with a mechanism for hinging two parts that the client had not considered. The agreement allows you to specify who owns new ideas such as that one.

To cover the risk you may face we have included a paragraph related to retention of title.  This is to ensure that you can retain possession of the goods if the client does not pay.

The agreement can be used where the customer is based in a country outside of the UK. For example, it references Incoterms for delivery.

Similar documents

If the work to be done is simple, perhaps a single process, our short manufacturing contract may be more appropriate.

We also have a number of other manufacturing agreement templates, including those specific to certain processes, such as a prototype development agreement, and to specific types of product such as our FMCG design and makeup agreement.


We don't feel that it is necessary to list every point covered. Some of the most important provisions are likely to be:

  • Scope of work - what exactly is the deal
  • Design reviews, product testing and quality assurance
  • Setup costs and payment for product development - who pays?
  • Production price, payment
  • Use of sub-contractors
  • Delivery and international transport options - Incoterms
  • Sales taxes and withholding taxes
  • Risk and retention of title
  • Confidential Information, including your intellectual property
  • Protecting your own IP
  • Rules for publicity and / or announcements
Sample development and manufacturing agreementSample page from the manufacturing agreement

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Recent reviews

Great Service
24 August 2015
We are considering a toll-processing (TP) agreement, and in particular were concerned about legal phraseology to cover IP and "know-how"
Your document was helpful in many ways towards a better understanding on what could be included in such a TP Agreement.

Thanks and regards
Hugh O'Donnell
Chairman, Brockley Group Ltd., Dublin.
Hugh O'Donnell
Review of the Ireland version

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