TOLL MANUFACTURING AGREEMENT
Effective Date: [Date]
1. PARTIES AND RECITALS
1.1 This Toll Manufacturing Agreement ("Agreement") is entered into as of [Effective Date] ("Effective Date") by and between:
[Party A Full Legal Name] ("Company/Client"), a [Type of Entity] organized under the laws of [State], with its principal place of business at [Address];
and
[Party B Full Legal Name] ("Contractor/Provider"), a [Type of Entity] organized under the laws of [State], with its principal place of business at [Address].
1.2 WHEREAS, Company desires to engage Provider for certain services, and Provider desires to perform such services, subject to the terms and conditions set forth herein.
1.3 NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
2. SCOPE OF SERVICES
2.1 Provider shall perform the following services ("Services") in a professional and workmanlike manner:
(a) [Detailed Description of Primary Service/Obligation]; (b) [Secondary Service/Obligation]; (c) [Additional Service/Obligation]; (d) [Reporting and Documentation Requirements].
2.2 Provider shall dedicate sufficient resources, personnel, and expertise to perform the Services in accordance with industry standards and applicable laws and regulations.
2.3 Any changes to the scope of Services must be agreed upon in writing by both Parties through a formal change order or amendment to this Agreement.
2.4 Provider represents and warrants that it holds all licenses, permits, and certifications required to perform the Services in the applicable jurisdiction.
3. COMPENSATION AND PAYMENT
3.1 In consideration for the Services, Company shall pay Provider according to the following fee structure:
(a) Base Fee: $[Amount] [per hour/per project/per month]; (b) Additional Fees: [Description of any variable or milestone-based fees]; (c) Reimbursable Expenses: [Pre-approved expenses subject to documentation].
3.2 Provider shall submit invoices [monthly/upon milestone completion] with detailed descriptions of Services performed and expenses incurred.
3.3 Payment shall be due within [30] days of receipt of a proper invoice. Late payments shall accrue interest at a rate of [1.5]% per month or the maximum rate permitted by law, whichever is less.
3.4 Company may withhold payment for any disputed amounts, provided it notifies Provider in writing within [10] business days of invoice receipt with specific reasons for the dispute.
4. TERM AND TERMINATION
4.1 This Agreement shall commence on the Effective Date and continue for a period of [Duration] ("Initial Term"), unless earlier terminated as provided herein.
4.2 Either Party may terminate this Agreement: (a) For convenience, upon [30] days' prior written notice; (b) For cause, if the other Party materially breaches this Agreement and fails to cure such breach within [15] days after written notice; (c) Immediately, if the other Party becomes insolvent, files for bankruptcy, or ceases operations.
4.3 Upon termination, Provider shall deliver all work product, materials, and documentation to Company, and Company shall pay Provider for all Services satisfactorily performed through the termination date.
5. CONFIDENTIALITY AND INTELLECTUAL PROPERTY
5.1 Each Party agrees to hold in strict confidence all Confidential Information received from the other Party. "Confidential Information" includes all non-public business, technical, financial, and operational information disclosed in connection with this Agreement.
5.2 Confidential Information shall not include information that: (a) is publicly available; (b) was known to the receiving Party prior to disclosure; (c) is independently developed; or (d) is disclosed pursuant to legal requirement.
5.3 All work product, deliverables, inventions, and intellectual property created by Provider in the performance of Services shall be the exclusive property of Company as works made for hire.
5.4 The confidentiality obligations shall survive termination of this Agreement for a period of [3] years.
6. INDEMNIFICATION AND LIABILITY
6.1 Each Party ("Indemnifying Party") shall indemnify, defend, and hold harmless the other Party and its officers, directors, employees, and agents from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) The Indemnifying Party's breach of this Agreement; (b) The Indemnifying Party's negligence or willful misconduct; (c) Any violation of applicable laws or regulations by the Indemnifying Party.
6.2 LIMITATION OF LIABILITY: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, REGARDLESS OF THE CAUSE OF ACTION OR THEORY OF LIABILITY.
6.3 The total aggregate liability of either Party under this Agreement shall not exceed the total fees paid or payable under this Agreement during the [12]-month period preceding the claim.
7. INSURANCE AND COMPLIANCE
7.1 Provider shall maintain the following insurance coverage throughout the term of this Agreement: (a) Commercial General Liability: $[1,000,000] per occurrence; (b) Professional Liability/E&O: $[1,000,000] per claim; (c) Workers' Compensation: As required by applicable law.
7.2 Provider shall furnish certificates of insurance upon request and shall name Company as an additional insured where applicable.
7.3 Both Parties shall comply with all applicable federal, state, and local laws, regulations, and ordinances in the performance of their obligations under this Agreement.
8. GOVERNING LAW
8.1 This Agreement shall be governed by and construed in accordance with the laws of the State of [State/Jurisdiction], without regard to its conflict of law provisions.
8.2 Any disputes arising under or in connection with this Agreement shall be resolved in the state or federal courts located in [County], [State], and each Party hereby consents to the jurisdiction of such courts.
9. SEVERABILITY
9.1 If any provision of this Agreement is held to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.
9.2 The invalid or unenforceable provision shall be modified to the minimum extent necessary to make it valid and enforceable.
10. ENTIRE AGREEMENT
10.1 This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior negotiations, representations, warranties, commitments, offers, and agreements, whether written or oral.
10.2 No amendment or modification of this Agreement shall be valid unless made in writing and signed by both Parties.
SIGNATURES
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the date first written above.
[Party A Name] Signature: ___________________________ Name: [Full Legal Name] Title: [Title/Position] Date: [Date]
[Party B Name] Signature: ___________________________ Name: [Full Legal Name] Title: [Title/Position] Date: [Date]
DISCLAIMER: This template is provided for informational purposes only and does not constitute legal advice. Consult a qualified attorney before using this document to ensure compliance with applicable laws in your jurisdiction.
