Prototype development agreement

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Document overview

This contract sets the terms under which a prototype product will be developed and made up from ideas, plans or designs. It is suitable for any type of product that will be used in any industry or field, from a complete working machine to an electronics component.
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  • England & Wales
  • Scotland
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  • Length:27 pages (7900 words)
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About this design and build contract

This agreement has been drawn to cover, in simple terms you can edit yourself, the structure of what can be a complicated deal to develop an idea beyond initial plans or designs into a manufactured prototype.

The document is written to favour the designer, since it is he or she that takes the most risk in such a process, and he or she that accordingly needs greater legal protection, particularly with respect to intellectual property.

The nature of the product is not important to the detail of the document. It could be a range of consumer products such as kitchen utensils, a whole machine such as a vacuum cleaner, or a component or part that is intended to be sold for use in other products.

The contract is set out so that the specification for further design, the finished product and standards to be achieved along the way are separate to the legal terms of the deal. This makes editing the contract easier, and allows you to reuse it if required for other products later.

The contract is based on UK law, but either party could be abroad. In particular, it is suitable for use with foreign manufacturer. It provides extensive options for dealing with transportation and delivery. Confidentiality and intellectual property protection also feature highly, as you would expect.


The document covers many areas comprehensively. These include:

  • Manufacturer’s warranties - who they are, what qualifications they have
  • Scope of work - what exactly is the deal
  • Design reviews, product testing and quality assurance
  • Regulatory approvals
  • Setup costs
  • Payment for product development
  • Delivery
  • Rights to show the developers plant and premises to potential customers or regulatory bodies
  • Design price and payment
  • Production price
  • Use of sub-contractors
  • Confidential Information, including protection of your intellectual property
  • No change of control without permission
  • Rights to new IP created as a result of this process
  • Rules for publicity and announcements
Sample prototype development agreementSample page from the prototype development agreement

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