[{"data":1,"prerenderedAt":510},["ShallowReactive",2],{"document-toll-manufacturing-agreement-D12840":3},{"document":4,"label":21,"preview":11,"thumb":22,"thumb600":23,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":24,"breadcrumb":28,"related":34,"customDescModule":171,"customdescription":6,"mdFm":172,"mdProseHtml":509},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"TOLL MANUFACTURING AGREEMENT This Toll Manufacturing Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [BUYER COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [MANUFACTURING COMPANY NAME] (the \"Manufacturer\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Company wishes to engage the services and purchase the products from the Manufacturer to sell Products in [COUNTRY], and Manufacturer wishes to do so; WHEREAS both parties wish to set out in writing the terms and conditions of their arrangement; NOW THEREFORE THE PARTIES HERETO AGREE AS FOLLOWS: TOLL MANUFACTURING The Company shall retain Manufacturer for the production of [PRODUCT DESCRIPTION] (the \"Products\") in accordance with the specifications contained in the statement of work attached hereto as Exhibit A (the \"SOW\"). Company will make all reasonable efforts to provide clear instructions, documentation, and product specifications to Manufacturer. Manufacturer must manufacture the Products in accordance with this Agreement, in compliance with applicable laws and regulation, and using generally accepted industry practice. SUPPLY OF MATERIALS 2.1 Except as otherwise agreed upon herein, Company shall supply, or arrange to supply, to Manufacturer all raw materials need for the production of the Products, as specified in Exhibit B. PURCHASE ORDERS Company shall submit orders for the Products by submitting a purchase order to Manufacturer (the \"Purchase Order\") detailing the number of units of the Products to be produced and the date of delivery. Supplier will be entitled to produce no more than the number of units of the Products shown on the Purchase Order. Manufacturer must acknowledge receipt of any Purchase Orders. GRANT OF LICENSE Company grants to Manufacturer a limited, non-transferrable and non-exclusive license to use the any intellectual property necessary to produce the Products during the term of this Agreement. Nothing in this Agreement shall give Manufacturer any right, title or interest in such intellectual property. OWNERSHIP OF PRODUCTS Company owns all rights to the Products produced by Manufacturer. PAYMENT Manufacturer will be paid $ [TOTAL] per unit of Product produced under this Agreement. Payment of the agreed upon fee for [GRAND TOTAL] shall be paid in the manner and schedule stated in the Scope of Work. In addition, Manufacturer shall pay a tolling fee of $ [TOTAL] Payment will be made within [NUMBER OF DAYS] days from receiving an invoice from Manufacturer. LATE PAYMENTS Manufacturer will be entitled to charge interest of [INTEREST PERCENTAGE] % on any unpaid balance more than [DAYS] days past due. SHIPMENTS 8.1 The Products will be delivered by Manufacturer to Buyer on or before [SPECIFY DATES AND FREQUENCY] at the following address: [COMPLETE ADDRESS] 8.2 Manufacturer will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify Company of any anticipated delays. 8.3 The Products will be suitably packaged in accordance with the SOW. 8.4 The [SPECIFY: BUYER OR MANUFACTURER] will pay for all freight, insurance and other shipping expenses. Manufacturer will use commercially reasonable efforts to deliver the Products on the agreed-upon delivery dates and notify Buyer of any anticipated delays. 8.5 Title and risk of loss will pass to Buyer upon delivery of the Products. PRODUCT ACCEPTANCE The Products delivered by Manufacturer will be inspected and tested by Buyer within [NUMBER OF DAYS] days of delivery. If the Products delivered do not comply with the specifications in the SOW and Purchase Order, Buyer has the right to reject the non-conforming Products. Products not rejected within [NUMBER OF DAYS] days of delivery will be deemed to be accepted by Buyer. In the event any Products do not comply with the specifications in the SOW and are rejected by Buyer, Buyer may, at its option, (i) return for a replacement, (ii) return for a credit or (iii) return for a refund. WARRANTIES Manufacturer warrants that it will perform the SOW in a good, professional and workmanlike manner, and Manufacturer will promptly notify Company of any delay or defect in the production of the Products. Manufacturer warrants that the Products will be produced in compliance with the specifications and quality control standards, if any, in the SOW and any Purchase Order, and in compliance with all governmental and environmental regulations. Manufacturer warrants that the Products will be free from substantive defects in workmanship for a period of [SPECIFY: DAYS/MONTHS/YEARS] from the date of shipment. The warranty does not apply to any Products that are damaged due to the misuse, abuse, alteration, or negligence of any party other than Supplier. Manufacturer makes no other representations or warranties, whether express or implied, and expressly disclaims any implied warranty of merchantability or fitness for a particular purpose. TERM 11.1 The terms of the present Agreement commences on the Effective Date and will remain in effect until [TERM EXPIRY DATE] unless sooner terminated or subsequently continued in accordance with the terms and conditions of the present Agreement. 9.2 This agreement will terminate, unless the parties have mutually agreed in writing to renew it for an additional term with written notice of such election to renew not less than [NUMBER OF MONTHS] months and not more than [NUMBER OF MONTHS] months prior to the expiry of the initial term. 9.3 This agreement will renew automatically for a term of [NUMBER OF YEARS] year(s), unless either party has given at least [NUMBER OF MONTHS] months written notice not to renew to the other party. TERMINATION Company and Manufacturer may at any time by mutual consent decide to terminate this Agreement pursuant to written and delivered notice to the other party. Company may terminate Manufacturer's rights to produce the Products for any reason on [NUMBER OF DAYS] days' written notice of termination. Manufacturer retains the right at any time to terminate its obligations to produce the Products on [NUMBER OF DAYS] days' written notice of termination. This Agreement also may be terminated automatically, without notice, (i) upon the institution by or against Company and Manufacturer of any insolvency, receivership or bankruptcy proceedings or any other proceedings for the settlement of debts, (ii) upon Company's or Manufacturer's making an assignment for the benefit of creditors, or (iii) upon Company's or Manufacturer's dissolution. DEFAULT If either party should fail to perform its respective obligations under the terms of this Agreement, the other party will notify of the party that it is presumed to be in default and give reasonable recourse to cure the stated issue. The defaulting party will have the opportunity to cure the default within [NUMBER OF DAYS] days of notice by the other party. In the event of a failure to cure a breach or default within the stipulated time, the other parties will have the right to terminate this Agreement immediately. 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NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. 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NUMBER: Contact: Address: _______________________________________ City: ______________________________ State/Province: ___________ Zip/postal code___________ Country: ________________ Phone: _________________ Fax: __________________ Email: _________________________________________ Ship To:","Purchase Order","1",49,"https://templates.business-in-a-box.com/imgs/1000px/purchase-order-D1411.png","https://templates.business-in-a-box.com/imgs/250px/1411.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#1411.xml",{"title":6,"description":6},[109,112],{"label":110,"url":111},"Sales & Marketing","sales-marketing",{"label":113,"url":114},"Bids & Quotes","bids-quotes","purchase order","/template/purchase-order-D1411",{"description":118,"descriptionCustom":6,"label":119,"pages":120,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":130,"url":131},"INDEPENDENT CONTRACTOR AGREEMENT This Independent Contractor Agreement (\"Agreement\") is made and effective [Date], BETWEEN: [INDEPENDENT CONTRACTOR NAME] (the \"Independent Contractor\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [YOUR COMPANY NAME] (the \"Company\"), a company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] RECITALS Independent Contractor is engaged in providing [Describe] business services, its Employer Tax I.D. Number is [Insert], and its Business License Number is [insert]. Independent Contractor has complied with all Federal, State, and local laws regarding business permits, sales permits, licenses, reporting requirements, tax withholding requirements, and other legal requirements of any kind that may be required to carry out said business and the Scope of Work which is to be performed as an Independent Contractor pursuant to this Agreement. Independent Contractor is or remains open to conducting similar tasks or activities for clients other than the Company and holds themselves out to the public to be a separate business entity. Company desires to engage and contract for the services of the Independent Contractor to perform certain tasks as set forth below. Independent Contractor desires to enter into this Agreement and perform as an independent contractor for the company and is willing to do so on the terms and conditions set forth below. NOW, THEREFORE, in consideration of the above recitals and the mutual promises and conditions contained in this Agreement, the Parties agree as follows: TERMS This Agreement shall be effective commencing [Date], and shall continue until terminated at the completion of the Scope of Work which shall occur no later than [Date] or by either party as otherwise provided herein. STATUS OF INDEPENDENT CONTRACTOR This Agreement does not constitute a hiring by either party. It is the parties intentions that Independent Contractor shall have an independent contractor status and not be an employee for any purposes, including, but not limited to, [laws]. Independent Contractor shall retain sole and absolute discretion in the manner and means of carrying out their activities and responsibilities under this Agreement. This Agreement shall not be considered or construed to be a partnership or joint venture, and the Company shall not be liable for any obligations incurred by Independent Contractor unless specifically authorized in writing. Independent Contractor shall not act as an agent of the Company, ostensibly or otherwise, nor bind the Company in any manner, unless specifically authorized to do so in writing. TASKS, DUTIES, AND SCOPE OF WORK Independent Contractor agrees to devote as much time, attention, and energy as necessary to complete or achieve the following: [Describe]. The above to be referred to in this Agreement as the \"Scope of Work\". It is expected that the Scope of Work will completed by [Date]. Independent Contractor shall additionally perform any and all tasks and duties associated with the Scope of Work set forth above, including but not limited to, work being performed already or related change orders. Independent Contractor shall not be entitled to engage in any activities which are not expressly set forth by this Agreement. The books and records related to the Scope of Work set forth in this Agreement shall be maintained by the Independent Contractor at the Independent Contractor's principal place of business and open to inspection by Company during regular working hours. Documents to which Company will be entitled to inspect include, but are not limited to, any and all contract documents, change orders/purchase orders and work authorized by Independent Contractor or Company on existing or potential projects related to this Agreement. Independent Contractor shall be responsible to the management and directors of Company, but Independent Contractor will not be required to follow or establish a regular or daily work schedule. Supply all necessary equipment, materials and supplies. Independent Contractor will not rely on the equipment or offices of Company for completion of tasks and duties set forth pursuant to this Agreement. Any advice given Independent Contractors regarding the scope of work shall be considered a suggestion only, not an instruction. Company retains the right to inspect, stop, or alter the work of Independent Contractor to assure its conformity with this Agreement. ASSURANCE OF SERVICES Independent Contractor will assure that the following individuals (the \"Key Employees\") will be available to perform, and will perform, the Services hereunder until they are completed (identify by title and name as applicable): [Name of Key Employee, Title] [Name of Key Employee, Title] The Key Employees may be changed only with the prior written approval of the Company, which approval shall not be unreasonably withheld. COMPENSATION Independent Contractor shall be entitled to compensation for performing those tasks and duties related to the Scope of Work as follows: [Describe] Such compensation shall become due and payable to Independent Contractor in the following time, place, and manner: [Describe] NOTICE CONCERNING WITHHOLDING OF TAXES Independent Contractor recognizes and understands that it will receive a [specify tax] statement and related tax statements, and will be required to file corporate and/or individual tax returns and to pay taxes in accordance with all provisions of applicable Federal and State law. Independent Contractor hereby promises and agrees to indemnify the Company for any damages or expenses, including attorney's fees, and legal expenses, incurred by the Company as a result of independent contractor's failure to make such required payments. AGREEMENT TO WAIVE RIGHTS TO BENEFITS Independent Contractor hereby waives and foregoes the right to receive any benefits given by Company to its regular employees, including, but not limited to, health benefits, vacation and sick leave benefits, profit sharing plans, etc. This waiver is applicable to all non-salary benefits which might otherwise be found to accrue to the Independent Contractor by virtue of their services to Company, and is effective for the entire duration of Independent Contractor's agreement with Company. This waiver is effective independently of Independent Contractor's employment status as adjudged for taxation purposes or for any other purpose. Neither this Agreement, nor any duties or obligations under this Agreement may be assigned by either party without the consent of the other. TERMINATION This Agreement may be terminated prior to the completion or achievement of the Scope of Work by either party giving [number] days written notice. Such termination shall not prejudice any other remedy to which the terminating party may be entitled, either by law, in equity, or under this Agreement. NON-DISCLOSURE OF TRADE SECRETS, CUSTOMER LISTS AND OTHER PROPRIETARY INFORMATION Independent Contractor agrees not to disclose or communicate, in any manner, either during or after Independent Contractor's agreement with Company, information about Company, its operations, clientele, or any other information, that relate to the business of Company including, but not limited to, the names of its customers, its marketing strategies, operations, or any other information of any kind which would be deemed confidential, a trade secret, a customer list, or other form of proprietary information of Company. Independent Contractor acknowledges that the above information is material and confidential and that it affects the profitability of Company. ","Independent Contractor Agreement","6",62,"https://templates.business-in-a-box.com/imgs/1000px/independent-contractor-agreement-D160.png","https://templates.business-in-a-box.com/imgs/250px/160.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#160.xml",{"title":6,"description":6},[127],{"label":128,"url":129},"Consultant & Contractors","consulting-contractor-business","independent contractor agreement","/template/independent-contractor-agreement-D160",{"description":133,"descriptionCustom":6,"label":134,"pages":8,"size":135,"extension":10,"preview":136,"thumb":137,"svgFrame":138,"seoMetadata":139,"parents":140,"keywords":143,"url":144},"JOINT VENTURE AGREEMENT This Joint Venture Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"First Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [SECOND JOINT VENTURER NAME] (the \"Second Joint Venturer\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] This Agreement is entered by First Joint Venturer and Second Joint Venturer, herein after collectively referred to as the \"Joint Venturers\", for the purpose of performing: [DESCRIBE JOINT VENTURE]. WITNESSETH: WHEREAS, the parties are desirous of forming a Joint Venture (the \"Venture\"), under the laws of the [State/Province] of [STATE/PROVINCE] by execution of this Agreement for the purposes set forth herein and are desirous of fixing and defining between themselves their respective responsibilities, interests, and liabilities in connection with the performance of the before mentioned project; and NOW, THEREFORE, in consideration of the mutual covenants and promises herein contained, the Parties herein agree to constitute themselves as Joint Venturers, henceforth, \"Venturers\" for the purposes before mentioned, and intending to be legally bound hereby, the parties hereto, after first being duly sworn, do covenant, agree and certify as follows: DEFINITIONS \"Affiliate\" shall refer to (i) any person directly or indirectly controlling, controlled by or under common control with another person, (ii) any person owning or controlling 10% or more of the outstanding voting securities of such other person, (iii) any officer, director or other partner of such person and (iv) if such other person is an officer, director, joint Venturer or partner, any business or entity for which such person acts in any such capacity. \"Venturers\" shall refer to [VENTURE NAME] Inc., and any successor(s) as may be designated and admitted to the Venture. \"Internal Revenue Code\", \"Code\" or \"I.R.C.\" shall refer to the current and applicable Internal Revenue Code. \"Net Profits and Net Losses\" means the taxable income and loss of the Venture, except as follows: [DESCRIBE] The \"Book\" value of an asset shall be substituted for its adjusted tax basis if the two differ, but otherwise Net Profits and Net Losses shall be determined in accordance with federal income tax principles. \"Project\" shall refer to that certain [DESCRIBE] project known as [NAME]. \"Treasury Regulations\" shall refer to those regulations promulgated by the Department of the Treasury with respect to certain provision of Internal Revenue Code. \"Percentage of Participation\" shall refer to that figure set forth in Exhibit A. FORMATION, NAME, AND PRINCIPLE PLACE OF BUSINESS Formation (a) The Venturers do hereby form a joint venture pursuant to the laws of the State of [STATE/PROVINCE] in order for the Venture to carry on the purposes for which provision is made herein. (b) The Ventures shall execute such certificates as may be required by the laws of the [State/Province] of [STATE/PROVINCE] or of any other state in order for the Venture to operate its business and shall do all other acts and things requisite for the continuation of the Venture as a joint venture pursuant to applicable law. Name The Name and style under which the Venture shall be conducted is: [DESCRIBE]. Principal place of business The Venture shall maintain its principal place of business at [FULL ADDRESS]. The Venture may re-locate its office from time to time or have additional offices as the Venturers may determine. PURPOSE OF THE JOINT VENTURE The business of the Venture shall be to perform: [DESCRIBE], a project having the Contract # , being entitled, and being in a dollar amount of [AMOUNT], in accordance with the contract documents for the Project and all such other business incidental to the general purposes herein set forth. TERM The term of the Venture shall commence as of the date hereof and shall be terminated and dissolved upon the earliest to occur of: (i) completion of the Project and receipt of all sums due the Venture by the Owner, [OWNER NAME] pursuant thereto and payment of all laborers and material men employed by the Venture in connection with the project; (ii) [DATE]; (iii) the unanimous agreement of the Ventures; or (iv) the order of a court of competent jurisdiction. PERCENTAGE OF PARTICIPATION Description Except as otherwise provided in sections 6.0 and 9.0 hereof, the interest of the Parties in any gross profits and their respective shares in any losses and/or liabilities that may result from the filing of a joint bid and/or the performance of the Construction Contract, and their interests in all property and equipment acquired and all money received in connection with the performance of the Contract shall be as follows: [Name Joint Venture Partner Percentage] Losses The Parties agree that in the event any losses arise out of or results from the performance of the Project, each Venturer shall assume and pay the share of the losses that is equal to the percentage of participation. Liabilities If for any reason, a Venturer sustains any liabilities or is required to pay any losses arising out of or directly connected with the Project, or the execution of any surety bonds or indemnity agreements in connection therewith, which are in excess of its Percentage of Participation, in the Joint Venture, the other Venturer shall promptly reimburse such Venturer this excess, so that each and every member of the Joint Venturer will then have paid its proportionate share of such losses to the full extent of its Percentage of Participation. Indemnities The Venturers agree to indemnify each other and to hold the other harmless from, any and all losses of the Joint Venture that are in excess of such other Venturer's Percentage of Participation. Provided that the provisions of this subsection shall be limited to losses that are directly connected with or arise out of the performance of the Project and/or the execution of any bonds or indemnity agreements in connection therewith and shall not be relate to or include any incidental, indirect or consequential losses that may be sustained or suffered by a Party. Duration The Parties shall from time to time execute such bonds and indemnity agreements, including applications there and other documents that may be necessary in connection with the performance of the Project. Provided however, that the liability of each of the Parties under any agreements to indemnify a surety company or surety companies shall be limited to the percentage of the total liability assumed by all the Parties under such indemnity agreements that is equal to the Party's Percentage of Participation. Initial contribution of the venture (a) The Venturers shall contribute the Property to the Venture and their Capital Account shall each be credited with the appropriate value of such contribution in accordance with their Venture interests. (b) Except as otherwise required by law or this Agreement, the Venturers shall not be required to make any further capital contributions to the Venture. Venture interests Upon execution of this Agreement, the Venturers shall each own the following interests in the Venture: Joint Venture Partner Percentage Return of capital contributions (a) No Venturer shall have the right to withdraw his capital contributions or demand or receive the return of his capital contributions or any part thereof, except as otherwise provided in this Agreement. (b) The Venturers shall not be personally liable for the return of capital contributions or any part thereof, except as otherwise provided in this Agreement. (c) The Venture shall not pay interest on capital contributions of any Venturer.","Joint Venture Agreement",70,"https://templates.business-in-a-box.com/imgs/1000px/joint-venture-agreement-D889.png","https://templates.business-in-a-box.com/imgs/250px/889.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#889.xml",{"title":6,"description":6},[141,142],{"label":18,"url":94},{"label":18,"url":94},"joint venture agreement","/template/joint-venture-agreement-D889",{"description":146,"descriptionCustom":6,"label":147,"pages":120,"size":9,"extension":10,"preview":148,"thumb":149,"svgFrame":150,"seoMetadata":151,"parents":153,"keywords":152,"url":158},"TECHNOLOGY LICENSING AGREEMENT This Technology License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [NAME OF LICENSOR], (the \"Licensor\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF LICENSEE], (the \"Licensee\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] Collectively, the Licensor and Licensee shall be referred to as the \"Parties.\" WHEREAS, the Licensor is the owner of certain Technology, the details of which are further mentioned in the Agreement, and it deploys that Technology to manufacture Equipment; WHEREAS, the Licensee wishes to make use of the Equipment constructed and manufactured by the Licensor in lieu of certain considerations and thus intends to obtain a license of use of such Equipment of the Licensor, manufactured by it, by deploying the Technology created and owned by the Licensor; WHEREAS, the Licensor has agreed to grant the Licensee the License to use the Equipment owned, constructed and developed by the Licensor in lieu of certain considerations. WHEREAS, both the Parties wish to enter into a written contract in order to enlist the various terms and conditions of the Agreement. NOW, THEREFORE, the Parties agree as follows: DEFINITIONS The \"Technology\" means any and all proprietary processes, inventions, software, hardware, discoveries, technology, equipment, tools, drawings, designs, prototypes, plans, specifications, materials, trade secrets, know-how, standards, documentation, applications, methods, techniques, formulae, protocols, analyses, information and data in any form (whether or not patentable or copyrightable), and any and all other intellectual property or proprietary information, that presently exists or is developed prior to, on or after the date of execution of this Agreement relating in any way to the Licensor's technology. \"Equipment\" means the equipment that comprises of the hardware and software Technology invented by the Licensor as specified in Schedule 1, as amended from time to time by the written agreement of the Parties. \"Documentation\" means any documentation supplied to the Licensee by the Licensor from time to time during the continuation of this Agreement and which relates to the Licensed Technology. \"Intellectual Property Rights\" means the patents, trademarks, service marks, registered designs and applications for any of the foregoing, copyright, know-how confidential information, trade or business names, design rights and any other similar rights protected in any country. SCOPE The scope of the present Agreement is that the Licensor is the owner of certain Technology and the Licensee wishes to obtain a license to use this Technology by installation of the Equipment at the site of the Licensee. The Licensee shall pay an upfront fee and a monthly fee for the Equipment that shall be installed at the site of the Licensee deploying the Technology licensed by the Licensor. TERM The term of this Agreement will be [NUMBER OF YEARS] years as from the above date of the Agreement. GRANT OF LICENSE AND RIGHTS The Licensor grants to the Licensee a non-exclusive, nontransferable, non-sub licensable, personal license (\"License\"), limited right and license to use the Licensor's Technology and Equipment to [STATE PURPOSE] (hereinafter referred to as \"Purpose\"). The rights granted herein are assigned to the Licensee and the Licensee shall not assign its right to any third party. REPRESENTATION AND WARRANTIES OF LICENSEE The Licensee represents and warrants that it has full capacity to enter into and perform this Contract. The Licensee represents and warrants that it shall use the license and rights granted to it under Section 4 of the present Agreement only for the Purpose stipulated under the present Agreement. The Licensee shall keep the Equipment in proper condition and perform scheduled maintenance as instructed by the Licensor. The Licensee shall use the Equipment only in the manner as guided by the Licensor and shall maintain the Equipment in a workable manner. The Licensee shall pay timely payments of the fees as stated in Section 8 of the present Agreement. The Licensee shall bear the cost of maintenance of the Equipment or its parts post the expiration of the period of the warranty. REPRESENTATION AND WARRANTIES OF LICENSOR The Licensor warrants and represents that it is the rightful owner of the Intellectual Property Rights and has authority to grant the License as mentioned in Section 4 of the Agreement. The Licensor warrants and represents that it shall assist the Licensee in any claim that arises out of the use of the granted License and rights. The Licensor warrants that it shall assist the Licensee in operating the Equipment properly by making it acquainted with the operational systems and work flow. RELATIONSHIP It is understood by both the Parties that nothing in this Agreement will be construed as creating a relationship of partnership, joint venture, agency or employment between the Parties. PAYMENT ","Technology Licensing Agreement","https://templates.business-in-a-box.com/imgs/1000px/technology-licensing-agreement-D13434.png","https://templates.business-in-a-box.com/imgs/250px/13434.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13434.xml",{"title":152,"description":6},"technology licensing agreement",[154,155],{"label":18,"url":94},{"label":156,"url":157},"License Agreements","license-agreement","/template/technology-licensing-agreement-D13434",{"description":160,"descriptionCustom":6,"label":161,"pages":8,"size":9,"extension":10,"preview":162,"thumb":163,"svgFrame":164,"seoMetadata":165,"parents":167,"keywords":166,"url":170},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":166,"description":6},"master service agreement",[168,169],{"label":18,"url":94},{"label":18,"url":94},"/template/master-service-agreement-D12657",false,{"seo":173,"reviewer":185,"legal_disclaimer":189,"quick_facts":190,"at_a_glance":192,"personas":196,"variants":221,"glossary":246,"clauses":283,"how_to_fill":334,"common_mistakes":375,"faqs":400,"industries":428,"comparisons":445,"diy_vs_lawyer":456,"jurisdictions":469,"related_template_ids_curated":490,"schema":497,"classification":498},{"meta_title":174,"meta_description":175,"primary_keyword":15,"secondary_keywords":176},"Toll Manufacturing Agreement Template (Free Word)","Free toll manufacturing agreement template. Covers materials, processing fees, IP, quality standards, confidentiality, and liability. Used in 190+ countries. Free Word and PDF download.",[177,178,179,180,181,182,183,184],"toll manufacturing agreement template","toll manufacturing contract","toll manufacturing agreement template word","toll processing agreement","contract manufacturing agreement","toll manufacturing agreement free","toll manufacturing agreement pdf","custom manufacturing agreement",{"name":186,"credential":187,"reviewed_date":188},"Bruno Goulet","CEO, Business in a Box","2026-05-02",true,{"difficulty":191,"legal_review_recommended":189,"signature_required":189,"notarization_required":171},"advanced",{"what_it_is":193,"when_you_need_it":194,"whats_inside":195},"A Toll Manufacturing Agreement is a legally binding contract between a material owner (the principal) and a toll manufacturer (the processor) under which the processor uses its equipment and labor to convert the principal's raw materials or components into finished or semi-finished goods for a processing fee. Ownership of the materials and finished product remains with the principal throughout. This free Word download gives you a structured, attorney-informed starting point you can edit online and export as PDF to share with processing partners.\n","Use it when you supply raw materials to a third-party facility for processing, blending, filling, or assembly and need to formalize ownership of materials, quality standards, liability allocation, and IP protection before production begins.\n","Parties and recitals, scope of services and specifications, material supply and title retention, processing fees and payment terms, quality control and inspection rights, intellectual property assignment, confidentiality, liability and indemnification, term and termination, and governing law.\n",[197,201,205,209,213,217],{"title":198,"use_case":199,"icon_asset_id":200},"Consumer goods manufacturers","Outsourcing blending or filling operations to a specialist processor","persona-manufacturer",{"title":202,"use_case":203,"icon_asset_id":204},"Chemical and pharmaceutical companies","Sending proprietary compounds to a licensed processor for formulation","persona-pharma-company",{"title":206,"use_case":207,"icon_asset_id":208},"Food and beverage producers","Contracting a co-packer to process and package products from owner-supplied ingredients","persona-food-producer",{"title":210,"use_case":211,"icon_asset_id":212},"Startup founders","Formalizing a toll processing relationship before scaling production volume","persona-startup-founder",{"title":214,"use_case":215,"icon_asset_id":216},"Procurement and supply chain managers","Standardizing toll processing terms across multiple third-party facilities","persona-operations-director",{"title":218,"use_case":219,"icon_asset_id":220},"Private label brand owners","Protecting proprietary formulations and brand IP while outsourcing production","persona-small-business-owner",[222,225,228,232,235,238,242],{"situation":223,"recommended_template":64,"slug":224},"Outsourcing both materials and manufacturing to a third party","contract-manufacturing-agreement-D13942",{"situation":226,"recommended_template":72,"slug":227},"Engaging a supplier to produce finished goods to your specification","supply-agreement-D918",{"situation":229,"recommended_template":230,"slug":231},"Sharing sensitive formulations before negotiating the main contract","Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":233,"recommended_template":101,"slug":234},"Processing arrangement limited to a single production run or pilot batch","purchase-order-D1411",{"situation":236,"recommended_template":134,"slug":237},"Co-manufacturing where both parties contribute materials and equipment","joint-venture-agreement-D889",{"situation":239,"recommended_template":240,"slug":241},"Licensing proprietary process technology to the toll manufacturer","Technology License Agreement","technology-licensing-agreement-D13434",{"situation":243,"recommended_template":244,"slug":245},"Ongoing product supply with volume commitments and pricing tiers","Long-Term Supply Agreement","disability-plan-long-term-D706",[247,250,253,256,259,262,265,268,271,274,277,280],{"term":248,"definition":249},"Toll Manufacturing","A production arrangement in which a processor converts a principal's supplied materials into finished goods for a fee, without ever taking ownership of the materials.",{"term":251,"definition":252},"Principal","The party that owns the raw materials and finished goods throughout the toll manufacturing process — sometimes called the material owner or brand owner.",{"term":254,"definition":255},"Toll Manufacturer","The third-party processor that provides equipment, labor, and facilities to convert the principal's materials, retaining no ownership over inputs or outputs.",{"term":257,"definition":258},"Processing Fee","The per-unit or per-batch charge the toll manufacturer bills the principal for labor, energy, and use of equipment — excluding the cost of the principal's raw materials.",{"term":260,"definition":261},"Title Retention","A contractual provision confirming that ownership of raw materials and finished goods remains with the principal at all times, even while on the processor's premises.",{"term":263,"definition":264},"Specifications","Detailed written requirements — including formulas, dimensions, tolerances, and testing standards — that the finished goods must meet before the principal accepts them.",{"term":266,"definition":267},"Yield Loss","The quantity of raw material consumed, destroyed, or rendered unusable during the manufacturing process, expressed as a percentage of input and typically capped by the agreement.",{"term":269,"definition":270},"Bailment","A legal relationship in which one party (the bailee) holds property belonging to another (the bailor) for a specific purpose, with an obligation to return it — toll manufacturing is a form of bailment.",{"term":272,"definition":273},"Indemnification","A contractual obligation by one party to compensate the other for specified losses, damages, or liabilities arising from defined events such as negligence or breach.",{"term":275,"definition":276},"Force Majeure","A clause excusing a party's non-performance when production is prevented by events outside their reasonable control — such as natural disasters, strikes, or government restrictions.",{"term":278,"definition":279},"Certificate of Analysis (CoA)","A document issued by the toll manufacturer certifying that a specific batch of finished goods meets the agreed specifications, usually accompanied by test results.",{"term":281,"definition":282},"Minimum Batch Quantity","The smallest production run the toll manufacturer will accept under the agreement, set to ensure the processing economics are viable for the processor.",[284,289,294,299,304,309,314,319,324,329],{"name":285,"plain_english":286,"sample_language":287,"common_mistake":288},"Parties, recitals, and definitions","Identifies both parties by their full legal entity names, sets out the commercial context for the arrangement, and defines key terms used throughout the agreement.","This Toll Manufacturing Agreement ('Agreement') is entered into as of [DATE] between [PRINCIPAL LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Principal'), and [TOLL MANUFACTURER LEGAL NAME], a [STATE/COUNTRY] [ENTITY TYPE] ('Processor').","Using trade names or abbreviations instead of registered legal entity names — this creates ambiguity about which entity is bound and can complicate enforcement.",{"name":290,"plain_english":291,"sample_language":292,"common_mistake":293},"Scope of services and specifications","Describes exactly what processing operations the toll manufacturer will perform and references the technical specifications, formulas, or drawings the finished goods must meet.","Processor shall perform the following services on Principal's Materials in accordance with the Specifications set out in Schedule A: [DESCRIPTION OF PROCESSING STEPS]. Processor shall not deviate from the Specifications without prior written approval from Principal.","Embedding detailed specifications in the main contract body rather than a Schedule A, making future updates to specs require a formal contract amendment.",{"name":295,"plain_english":296,"sample_language":297,"common_mistake":298},"Material supply, title, and risk of loss","Confirms that the principal retains title to all raw materials and finished goods at all times, and allocates risk of loss or damage while materials are on the processor's premises.","Title to all Materials and Finished Goods shall remain with Principal at all times. Risk of loss for Materials in Processor's possession shall be borne by Processor from the date of receipt until delivery to Principal or its designee, except for losses caused by Principal's acts or omissions.","Leaving risk of loss unallocated — processors default to storing materials at the owner's risk under general bailment principles, which disadvantages the principal.",{"name":300,"plain_english":301,"sample_language":302,"common_mistake":303},"Processing fees and payment terms","States the per-unit or per-batch processing fee, the invoicing schedule, payment due date, and any adjustment mechanism for energy or labor cost changes.","Principal shall pay Processor a processing fee of $[AMOUNT] per [UNIT / BATCH] as set out in Schedule B. Invoices are due Net [30] days from the invoice date. Fees may be adjusted annually by no more than [X]% based on the change in [CPI / PPI / ENERGY INDEX].","No fee adjustment mechanism — without one, the toll manufacturer bears all input cost inflation risk, which often triggers mid-term renegotiation or non-performance.",{"name":305,"plain_english":306,"sample_language":307,"common_mistake":308},"Yield loss and material accountability","Sets the maximum allowable yield loss as a percentage of input materials and requires the processor to compensate the principal for losses exceeding the agreed threshold.","Processor warrants that yield loss shall not exceed [X]% per batch. Yield loss in excess of the threshold shall be reimbursed by Processor at Principal's material cost of $[AMOUNT] per [UNIT], as documented in the batch record.","No yield-loss cap at all, leaving the principal absorbing unlimited material shrinkage without recourse against the processor.",{"name":310,"plain_english":311,"sample_language":312,"common_mistake":313},"Quality control and inspection rights","Requires the processor to perform specified quality tests and issue a Certificate of Analysis for each batch, and grants the principal the right to inspect the facility and review batch records.","Processor shall test each batch against the Specifications and provide a Certificate of Analysis before shipment. Principal shall have the right, on [X] business days' written notice, to inspect Processor's facility, equipment, and batch records during normal business hours.","Relying on certificates of analysis alone without audit rights — deficiencies in the processor's testing regime only become visible when product failures reach the market.",{"name":315,"plain_english":316,"sample_language":317,"common_mistake":318},"Intellectual property ownership and license","Confirms that all IP embodied in the principal's materials, formulations, and specifications remains the principal's property, and grants the processor only a limited license to use it for performing the services.","All Intellectual Property embodied in the Materials, Specifications, and Finished Goods is and shall remain the sole property of Principal. Principal grants Processor a limited, non-exclusive, non-transferable license to use such Intellectual Property solely for the purpose of performing the Services under this Agreement.","No IP clause at all, allowing the processor to argue that process improvements or derivative formulations it develops during toll manufacturing belong to the processor.",{"name":320,"plain_english":321,"sample_language":322,"common_mistake":323},"Confidentiality","Prohibits the processor from disclosing or using the principal's proprietary formulations, processes, customer information, and commercial terms for any purpose other than performing the services.","Processor shall hold all Confidential Information of Principal in strict confidence, shall not disclose it to any third party, and shall use it solely to perform the Services. This obligation survives termination of the Agreement for a period of [5] years.","A confidentiality term that expires at contract end — formulation trade secrets require survival language because the competitive value persists long after the processing relationship ends.",{"name":325,"plain_english":326,"sample_language":327,"common_mistake":328},"Liability, indemnification, and insurance","Allocates liability for product defects, contamination, and property damage, requires each party to indemnify the other for losses arising from their own fault, and sets minimum insurance coverage levels.","Each party shall indemnify, defend, and hold harmless the other from claims arising from its own negligence or breach. Processor shall maintain commercial general liability insurance of not less than $[AMOUNT] per occurrence and product liability insurance of not less than $[AMOUNT] per occurrence, naming Principal as an additional insured.","Requiring insurance coverage without specifying that the principal must be named as an additional insured — a claim against the processor alone may leave the principal unprotected.",{"name":330,"plain_english":331,"sample_language":332,"common_mistake":333},"Term, termination, and transition","Sets the initial contract term, renewal mechanism, termination-for-cause and termination-for-convenience rights, and obligations to return or destroy materials and records on exit.","This Agreement shall commence on [DATE] and continue for an initial term of [X] years, renewing automatically for successive [1]-year terms unless either party gives [90] days' written notice. Either party may terminate for cause on [30] days' written notice if the other party fails to cure a material breach within that period. On termination, Processor shall return all Materials and Finished Goods to Principal within [15] business days.","No transition or wind-down clause — without one, a principal whose processor terminates abruptly has no contractual right to retrieve in-process inventory or compel an orderly handover.",[335,340,345,350,355,360,365,370],{"step":336,"title":337,"description":338,"tip":339},1,"Enter legal entity names and effective date","Insert both parties' full registered legal names and the agreement's effective date. Confirm the processor's legal entity name against its corporate registry filing before signing.","Attach a Schedule of Authorized Representatives listing the individuals authorized to approve specification changes and issue purchase orders under the agreement.",{"step":341,"title":342,"description":343,"tip":344},2,"Draft Schedule A: specifications and processing steps","Document every technical requirement the finished goods must meet — formulas, dimensions, tolerances, processing temperatures, and testing methods. Reference this schedule in the scope clause rather than embedding specs in the body.","Version-control your specifications with a date and revision number so disputes over which version governs a given batch are eliminated.",{"step":346,"title":347,"description":348,"tip":349},3,"Set the processing fee and adjustment mechanism","Enter the per-unit or per-batch fee in Schedule B. Include an annual adjustment cap tied to an objective index — PPI, CPI, or a commodity index relevant to your product — to prevent mid-term renegotiation.","Negotiate a volume-tier pricing structure if you expect significant volume growth — lower per-unit fees at defined thresholds incentivize both parties to scale.",{"step":351,"title":352,"description":353,"tip":354},4,"Define the yield-loss threshold and accountability process","Agree on an acceptable yield-loss percentage based on historical batch data or industry norms for your product category. Specify the unit cost used to value excess losses and how reconciliation is documented.","Request three months of historical yield data from the processor before setting the threshold — agreeing to an unachievable standard creates immediate conflict.",{"step":356,"title":357,"description":358,"tip":359},5,"Confirm title retention and risk-of-loss allocation","Ensure the title clause explicitly states that ownership of all materials and finished goods remains with the principal from delivery to the processor through return or shipment to the principal's designee.","File a UCC financing statement (or equivalent under applicable law) against the processor to publicly perfect your security interest in materials on their premises — this protects you if the processor becomes insolvent.",{"step":361,"title":362,"description":363,"tip":364},6,"Specify quality control obligations and audit rights","List the tests the processor must run on each batch, the CoA format and timing, and the principal's right to conduct unannounced audits at least once per year.","Include a right to be present during production runs for new products or after any non-conformance event — observational access often surfaces process issues before they become systemic.",{"step":366,"title":367,"description":368,"tip":369},7,"Tailor the IP and confidentiality clauses to your formulations","Confirm that the IP clause covers not only existing formulations but also any improvements or modifications developed during the term. Set the confidentiality survival period to at least 5 years post-termination.","If your product formulation qualifies as a trade secret, attach a separate trade-secret acknowledgment for the processor's key employees who will access it.",{"step":371,"title":372,"description":373,"tip":374},8,"Sign before the first production run begins","Both parties must execute the agreement — including all schedules — before any materials are shipped to the processor's facility. Post-delivery signing leaves title, liability, and IP unprotected for the initial period.","Use a digital signature platform to timestamp execution and store the countersigned agreement with all schedules in a single archive.",[376,380,384,388,392,396],{"mistake":377,"why_it_matters":378,"fix":379},"No yield-loss cap or accountability formula","Without a capped threshold and a reimbursement formula, the principal absorbs all material shrinkage regardless of the processor's negligence, which can make toll manufacturing economically unviable at scale.","Research industry-standard yield-loss rates for your product category, negotiate a specific percentage cap, and document the unit cost used to calculate reimbursements in the agreement.",{"mistake":381,"why_it_matters":382,"fix":383},"Failing to perfect a security interest in materials on-site","If the toll manufacturer becomes insolvent, unsecured materials on their premises can be claimed by the processor's creditors — a UCC financing statement or equivalent filing gives the principal priority.","File a UCC-1 financing statement in the processor's jurisdiction naming the materials as collateral before the first shipment, and review it annually to confirm it remains active.",{"mistake":385,"why_it_matters":386,"fix":387},"Confidentiality term that expires at contract end","Formulation trade secrets and proprietary processes remain commercially valuable long after the processing relationship ends — a clause that expires on termination provides no protection against a processor that later serves your competitors.","Include an explicit survival clause extending confidentiality obligations for at least 5 years post-termination, or indefinitely for information that qualifies as a trade secret.",{"mistake":389,"why_it_matters":390,"fix":391},"Embedding specifications in the contract body","Product specifications change with reformulations, regulatory updates, or market feedback — specifications locked in the body require a formal contract amendment every time they change, creating operational delays.","Move all specifications, formulas, and testing standards to a numbered and versioned Schedule A that can be updated by written agreement of both parties' technical representatives without a full contract amendment.",{"mistake":393,"why_it_matters":394,"fix":395},"No transition or wind-down obligations on termination","A processor that terminates abruptly has no obligation to return in-process inventory, share batch records, or assist with qualification of a replacement processor unless the contract requires it.","Add a transition clause requiring the processor to return all materials and finished goods within 15 business days, transfer batch records and CoAs for the preceding 24 months, and cooperate with qualification of a new processor for up to 90 days post-termination.",{"mistake":397,"why_it_matters":398,"fix":399},"Insurance requirement without additional insured status","If the processor's product liability insurer pays a claim for a defective batch, the payout goes to the processor — the principal recovers only through indemnification, which may be contested or underfunded.","Require the processor to name the principal as an additional insured on its product liability and commercial general liability policies, and request annual certificates of insurance confirming coverage.",[401,404,407,410,413,416,419,422,425],{"question":402,"answer":403},"What is a toll manufacturing agreement?","A toll manufacturing agreement is a contract between a material owner (the principal) and a third-party processor (the toll manufacturer) under which the processor converts the principal's supplied raw materials into finished or semi-finished goods for a processing fee. The principal retains ownership of the materials and finished product throughout — the toll manufacturer contributes only equipment, labor, and expertise. The agreement governs processing fees, specifications, quality standards, IP ownership, confidentiality, and liability allocation.\n",{"question":405,"answer":406},"What is the difference between toll manufacturing and contract manufacturing?","In toll manufacturing, the principal supplies the raw materials and retains title to all inputs and outputs — the processor is paid only for converting them. In contract manufacturing, the manufacturer typically sources materials itself, owns the inputs, and sells the finished goods to the buyer. Toll manufacturing is preferred when the principal's materials or formulations are proprietary, when supply chain control is critical, or when the principal wants to prevent the manufacturer from selling to competitors.\n",{"question":408,"answer":409},"Who typically uses toll manufacturing agreements?","Chemical, pharmaceutical, food and beverage, and consumer goods companies most commonly use toll manufacturing agreements. They are standard in industries where the product formula is proprietary, where specialized processing equipment is capital-intensive, or where regulatory compliance requires documented chain-of-custody for materials. Private label brand owners and startups with validated formulations but no production capacity also rely on them heavily.\n",{"question":411,"answer":412},"Does a toll manufacturing agreement protect my formulation or trade secret?","Yes, if it includes a well-drafted confidentiality clause with a survival period extending beyond termination, an explicit IP ownership clause confirming the principal retains all rights to formulations and specifications, and a prohibition on the processor using the principal's information to produce similar products for competitors. Without these provisions, general law may not adequately protect proprietary formulations disclosed during a processing relationship.\n",{"question":414,"answer":415},"Who owns the finished goods in a toll manufacturing arrangement?","The principal owns the finished goods at all times — that is the defining characteristic of toll manufacturing. The agreement should contain an explicit title retention clause confirming this, and the principal should consider filing a UCC financing statement or equivalent security filing to protect ownership of materials held at the processor's facility in the event of the processor's insolvency.\n",{"question":417,"answer":418},"What happens to in-process inventory if the toll manufacturer becomes insolvent?","Without a perfected security interest, the principal's materials on the processor's premises may be treated as part of the insolvent estate and claimed by the processor's creditors. To protect against this, principals should file a UCC-1 financing statement before the first shipment, ensure materials are physically segregated and clearly labeled as the principal's property, and include a clause requiring the processor to maintain records distinguishing the principal's materials from the processor's own inventory.\n",{"question":420,"answer":421},"What is a reasonable yield-loss threshold in a toll manufacturing agreement?","Yield-loss thresholds vary significantly by product category and process type. In food processing, yield loss of 2–5% is common for blending and filling operations. Chemical and pharmaceutical processing tolerances are typically tighter — 0.5–2% — due to the value and regulatory sensitivity of the materials. Request historical batch data from the processor before agreeing to a threshold, and build the reimbursement formula using your documented material cost per unit.\n",{"question":423,"answer":424},"Is legal review recommended for a toll manufacturing agreement?","Yes, for most toll manufacturing arrangements legal review is advisable, particularly where the processed materials are high-value, the formulations are proprietary trade secrets, or the processing volume is significant. A template provides a solid structural foundation covering all standard provisions, but a lawyer familiar with commercial manufacturing law can tailor IP protections, yield-loss mechanics, and jurisdiction-specific security interest filings to your specific arrangement — typically a 1–3 hour review costing $400–$900.\n",{"question":426,"answer":427},"How long should a toll manufacturing agreement last?","Initial terms of 1–3 years with automatic annual renewal are standard for established processing relationships. Shorter initial terms of 6–12 months are appropriate for pilot or validation arrangements. Always include a termination-for-convenience right with 90–180 days' notice so neither party is locked in indefinitely, and pair it with a transition clause requiring the processor to support an orderly wind-down and handover of materials and records.\n",[429,433,437,441],{"industry":430,"icon_asset_id":431,"specifics":432},"Pharmaceuticals and Life Sciences","industry-healthtech","cGMP compliance requirements, FDA or EMA facility qualification, batch record retention obligations, and API chain-of-custody documentation are all standard inclusions specific to this sector.",{"industry":434,"icon_asset_id":435,"specifics":436},"Food and Beverage","industry-food-beverage","FSMA or GFSI certification requirements, allergen control protocols, co-packer audit rights, and label approval processes require dedicated schedule attachments in food-sector agreements.",{"industry":438,"icon_asset_id":439,"specifics":440},"Specialty Chemicals","industry-manufacturing","REACH and TSCA compliance, hazardous material handling protocols, environmental liability allocation, and waste disposal obligations are the distinguishing provisions for chemical toll processing agreements.",{"industry":442,"icon_asset_id":443,"specifics":444},"Consumer Packaged Goods","industry-retail","Private label brand protection, minimum batch quantities, seasonal volume commitments, and retailer compliance pass-through obligations characterize CPG toll manufacturing arrangements.",[446,449,452,454],{"vs":64,"vs_template_id":447,"summary":448},"contract-manufacturing-agreement-D12841","In a contract manufacturing agreement, the manufacturer sources and owns the raw materials and sells finished goods to the buyer — ownership transfers at sale. In a toll manufacturing agreement, the principal supplies the materials and retains title throughout. Toll manufacturing is the right structure when protecting a proprietary formulation or supply chain control is the primary concern.",{"vs":72,"vs_template_id":450,"summary":451},"supply-agreement-D12678","A supply agreement governs recurring purchases of finished goods from a supplier who independently manufactures them. The buyer has no role in supplying materials or directing the production process. A toll manufacturing agreement is used when the buyer controls the formulation and supplies the inputs — a materially different relationship with different IP and title implications.",{"vs":230,"vs_template_id":231,"summary":453},"An NDA protects confidential information shared during pre-contract discussions or evaluation. A toll manufacturing agreement contains its own confidentiality clause but also governs the full operational relationship — fees, quality, liability, and IP. An NDA is typically signed first to protect formulation disclosures during negotiations; it is then superseded or supplemented by the manufacturing agreement.",{"vs":101,"vs_template_id":234,"summary":455},"A purchase order documents a single transaction — quantity, price, delivery date, and specifications — for a discrete production run. A toll manufacturing agreement is a master contract governing an ongoing processing relationship, including IP, confidentiality, audit rights, and termination obligations that a purchase order cannot address. For any recurring or strategically sensitive processing arrangement, a full agreement is required.",{"use_template":457,"template_plus_review":461,"custom_drafted":465},{"best_for":458,"cost":459,"time":460},"Established processors with standard products, low-value materials, and no proprietary formulation concerns","Free","1–2 hours to complete",{"best_for":462,"cost":463,"time":464},"Arrangements involving proprietary formulations, high-value materials, or processors in a different jurisdiction","$400–$900 for a 1–3 hour legal review","2–5 business days",{"best_for":466,"cost":467,"time":468},"Pharmaceutical or chemical processing with regulatory compliance obligations, multi-jurisdiction arrangements, or material volumes exceeding $1M annually","$2,000–$8,000+","2–4 weeks",[470,475,480,485],{"code":471,"name":472,"flag_asset_id":473,"note":474},"us","United States","flag-us","Toll manufacturing arrangements are governed by UCC Article 9, which allows the principal to file a UCC-1 financing statement to perfect a security interest in materials held at the processor's facility. Without this filing, materials may be claimed by the processor's secured creditors in bankruptcy. State law governs trade secret protections — the Defend Trade Secrets Act (DTSA) provides a federal cause of action for misappropriation, but contractual confidentiality provisions should reference it explicitly.",{"code":476,"name":477,"flag_asset_id":478,"note":479},"ca","Canada","flag-ca","Canadian provinces each have Personal Property Security Acts (PPSA) modeled on the UCC — a principal should register under the PPSA in the province where the processor is located to protect title to materials. Quebec's civil law regime differs materially; toll manufacturing agreements involving Quebec processors should be reviewed by a Quebec-qualified lawyer to confirm title and security interest treatment. Trade secret protection in Canada is primarily contractual rather than statutory.",{"code":481,"name":482,"flag_asset_id":483,"note":484},"uk","United Kingdom","flag-uk","Under English law, toll manufacturing is treated as a bailment for reward, and the bailee (processor) owes a duty of care over the principal's materials. Title retention clauses are generally enforceable without registration, but the principal should ensure materials are clearly identified and segregated on the processor's premises to avoid commingling with the processor's own inventory. Post-Brexit, UK REACH obligations may apply to chemical toll processing arrangements.",{"code":486,"name":487,"flag_asset_id":488,"note":489},"eu","European Union","flag-eu","EU member states apply national laws to property rights in materials — retention of title clauses may require registration or notarization in some civil law jurisdictions such as Germany and France. GDPR applies if batch records or quality data include personal data. EU REACH regulations impose obligations on the processor as a downstream user of chemical substances, and the agreement should specify which party bears compliance responsibility and associated costs.",[231,227,234,224,491,492,237,241,493,494,495,496],"manufacturing-quality-agreement-D12834","independent-contractor-agreement-D160","master-service-agreement-D12657","liability-waiver-D12884","commercial-invoice-D383","general-non-compete-agreement-D882",{"emit_how_to":189,"emit_defined_term":189},{"primary_folder":94,"secondary_folder":499,"document_type":500,"industry":501,"business_stage":502,"tags":503,"confidence":508},"manufacturing-and-supply","agreement","manufacturing","all-stages",[501,504,505,506,507],"contract","procurement","toll-manufacturing","supplier-agreement",0.95,"\u003Ch2>What is a Toll Manufacturing Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Toll Manufacturing Agreement\u003C/strong> is a legally binding contract between a material owner — the principal — and a third-party processor — the toll manufacturer — under which the processor uses its equipment, facility, and labor to convert the principal's supplied raw materials or components into finished or semi-finished goods for a processing fee. The defining feature of toll manufacturing is that the principal retains title to all inputs and outputs throughout the process: the processor never owns the materials and is compensated only for the conversion work it performs. These agreements are standard in chemical, pharmaceutical, food and beverage, and consumer packaged goods industries, where proprietary formulations, supply chain control, and regulatory chain-of-custody requirements make ownership-based outsourcing structures essential.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a written toll manufacturing agreement, your exposure on four fronts is immediate and concrete. First, your proprietary formulations and process data are unprotected — a processor with no confidentiality obligation can use what it learns to produce similar products for your competitors the day your relationship ends. Second, title to your materials on the processor's premises is legally ambiguous, meaning a processor insolvency can result in your inventory being claimed by their creditors. Third, there is no enforceable standard for yield loss, quality control, or batch acceptance — disputes over rejected product become credibility contests with no contractual basis for reimbursement. Fourth, termination without a transition clause leaves you with no right to retrieve in-process inventory or compel an orderly handover to a new processor. A properly executed toll manufacturing agreement, signed before the first shipment leaves your facility, closes all four gaps and gives both parties a clear, shared understanding of every material obligation in the relationship.\u003C/p>\n",1781185949420]