Development and manufacturing agreement

About this document

This agreement has been drawn to cover the structure of a complicated deal in simple terms you can edit yourself.

You have a product idea and maybe some designs. This agreement covers your instruction to a manufacturer to:

• finalise the design (such as helping you choose appropriate materials and creating the design in 3D software used by the production equipment)
• create prototypes and test the design
• comply with national or international standards
• make up the product in commercial quantities
• finish the product (e.g. anodising or polishing parts)
• package for sale 

Because this agreement could be used for so many different types of product, rather than supply a specification of exact work to be done by the manufacturer, we leave it to you to provide your own.

This contract favours the customer rather than the manufacturer. You can find a manufacturing contract that favours the manufacturer also for download from our website.

We assume that at least one party is in the UK, but the other could be anywhere else in the world. The document is suitable for use with a foreign supplier.

The intellectual property in your design is likely to have value. If the manufacturer contributes to the design, they might claim some ownership of it. This contract ensures that all IP created in the process remains your property.

Contents

The most important provisions are likely to be:

• Manufacturer’s warranties - that they are who they say they are and that they have the qualifications they claim
• Scope of work - what exactly is the deal
• Design reviews, product testing and quality assurance
• Setup costs
• Payment for product development
• Delivery
• The client has the right to show plant to potential customers or regulatory bodies
• Design price and payment
• Production price
• Use of sub-contractors
• Confidential Information, including your intellectual property
• Ownership of new intellectual property
• Rules for publicity and announcements