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1. Parties: Identification of the manufacturer and the private label owner, including their legal status and registered addresses
2. Background: Context of the agreement, including the manufacturer's capabilities and the private label owner's business
3. Definitions: Detailed definitions of key terms used throughout the agreement
4. Scope of Manufacturing Services: Detailed description of the manufacturing services, including production processes and capacity commitments
5. Product Specifications: Requirements for product quality, standards, and specifications
6. Ordering Process: Procedures for placing orders, lead times, and minimum order quantities
7. Price and Payment Terms: Pricing structure, payment terms, currency, and price adjustment mechanisms
8. Quality Control: Quality assurance procedures, testing requirements, and acceptance criteria
9. Intellectual Property Rights: Ownership and usage rights of trademarks, patents, and other IP
10. Confidentiality: Protection of trade secrets and proprietary information
11. Regulatory Compliance: Compliance with Indonesian laws, regulations, and industry standards
12. Term and Termination: Duration of agreement and termination provisions
13. Warranties and Indemnifications: Product warranties and mutual indemnification obligations
14. Force Majeure: Provisions for unforeseen circumstances affecting performance
15. Governing Law and Dispute Resolution: Application of Indonesian law and dispute resolution mechanisms
16. General Provisions: Standard boilerplate clauses including notices, amendments, and assignment
1. Exclusivity: Terms of exclusive manufacturing rights, used when manufacturer is granted exclusive rights for certain territories or products
2. Environmental Compliance: Specific environmental standards and certifications, important for industries with environmental impact
3. Halal Certification: Requirements for Halal compliance, necessary for food, cosmetic, or pharmaceutical products
4. Technology Transfer: Terms for any technology or know-how transfer, used when manufacturing involves proprietary technology
5. Storage and Warehousing: Terms for product storage and inventory management, important for agreements involving inventory holding
6. Insurance Requirements: Specific insurance coverage requirements, important for high-value or high-risk products
7. Social Compliance: Labor and social responsibility standards, important for brands with strong CSR policies
8. Export Controls: Export compliance requirements, necessary when products are intended for export
9. Disaster Recovery: Business continuity and disaster recovery plans, important for critical supply relationships
10. Change Control: Procedures for managing changes to specifications or processes, important for regulated industries
1. Schedule A - Product Specifications: Detailed technical specifications of products to be manufactured
2. Schedule B - Pricing Schedule: Detailed pricing information, including volume discounts and cost adjustment mechanisms
3. Schedule C - Quality Standards and Testing Procedures: Specific quality control procedures and acceptance criteria
4. Schedule D - Production Capacity and Timeline: Manufacturing capacity commitments and production schedules
5. Schedule E - Approved Subcontractors: List of approved subcontractors and their roles, if applicable
6. Schedule F - Packaging Specifications: Detailed packaging requirements and specifications
7. Schedule G - Intellectual Property Materials: Licensed trademarks, logos, and other IP materials
8. Schedule H - Compliance Certificates: Required regulatory and quality certifications
9. Appendix 1 - Standard Operating Procedures: Detailed manufacturing and quality control procedures
10. Appendix 2 - Contact Details: Key personnel and emergency contact information
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