Co-Manufacturing Service Agreement (Pro-Buyer)

by Practical Law Commercial Transactions

A Standard Document that provides a pro-buyer master co-manufacturing service agreement for use between a product developer (buyer) and an external manufacturer (co-manufacturer). This Standard Document establishes a framework where the co-manufacturer agrees to produce, package, and deliver finished products according to the buyer's detailed specifications. To protect the buyer's interests, this agreement includes robust provisions granting the buyer broad rights to inspect the co-manufacturer's facilities, control product specifications, and manage product recalls at the co-manufacturer's expense. It also contains strong, buyer-favorable clauses addressing intellectual property ownership, a most-favored customer provision, extensive product warranties, and broad indemnification from the co-manufacturer. Furthermore, this Standard Document grants the buyer a unilateral right to terminate the agreement for convenience and imposes strict, one-way confidentiality obligations on the co-manufacturer.