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Manufacturing License Agreement for New Zealand

Manufacturing License Agreement Template for New Zealand

A comprehensive legal agreement governed by New Zealand law that establishes the terms and conditions under which a licensor grants manufacturing rights to a licensee. The agreement covers essential aspects including intellectual property rights, manufacturing specifications, quality control requirements, royalty payments, and compliance with New Zealand manufacturing regulations. It incorporates specific provisions required under New Zealand's Patents Act 2013 and Fair Trading Act 1986, while ensuring alignment with local manufacturing standards and industry practices.

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What is a Manufacturing License Agreement?

The Manufacturing License Agreement is a crucial document used when a business wants to authorize another party to manufacture products using their intellectual property, technology, or proprietary processes. This agreement, governed by New Zealand law, is particularly important in scenarios where companies seek to expand manufacturing capabilities without direct investment in facilities. It typically includes detailed provisions for quality control, technical specifications, royalty calculations, and compliance with New Zealand manufacturing regulations. The agreement ensures protection of intellectual property rights while enabling efficient manufacturing partnerships, incorporating requirements from key New Zealand legislation such as the Patents Act 2013, Fair Trading Act 1986, and Health and Safety at Work Act 2015.

What sections should be included in a Manufacturing License Agreement?

1. Parties: Identification of the licensor and licensee, including full legal names and registered addresses

2. Background: Context of the agreement, including brief description of the licensed manufacturing rights and parties' authority to enter into the agreement

3. Definitions: Detailed definitions of key terms used throughout the agreement

4. Grant of License: Scope and nature of the manufacturing license, including territory and duration

5. License Fees and Royalties: Payment terms, calculation of royalties, reporting requirements, and audit rights

6. Quality Control: Manufacturing standards, quality assurance requirements, and inspection rights

7. Intellectual Property Rights: Ownership and protection of IP, including improvements and modifications

8. Manufacturing Requirements: Specific manufacturing obligations, minimum production requirements, and capacity commitments

9. Confidentiality: Protection of confidential information and trade secrets

10. Representations and Warranties: Parties' representations regarding authority, IP ownership, and product quality

11. Indemnification: Mutual indemnification obligations and liability allocation

12. Term and Termination: Duration of agreement, renewal provisions, and termination rights

13. Post-Termination Obligations: Obligations surviving termination and wind-down procedures

14. General Provisions: Standard boilerplate clauses including notices, assignment, and governing law

What sections are optional to include in a Manufacturing License Agreement?

1. Exclusivity Provisions: Include when granting exclusive manufacturing rights in specific territories

2. Technology Transfer: Include when significant technical knowledge transfer is required for manufacturing

3. Environmental Compliance: Include when manufacturing involves environmental considerations or hazardous materials

4. Export Control: Include for international manufacturing arrangements subject to export regulations

5. Sub-licensing Rights: Include when manufacturer may need to sub-license manufacturing rights

6. Marketing Rights: Include if manufacturer has rights to market or distribute the products

7. Research and Development: Include when ongoing product development or improvements are contemplated

8. Force Majeure: Include detailed provisions when manufacturing is susceptible to external disruptions

9. Insurance Requirements: Include specific insurance obligations beyond standard coverage

10. Dispute Resolution: Include specific arbitration or mediation procedures for complex international arrangements

What schedules should be included in a Manufacturing License Agreement?

1. Schedule 1 - Licensed Products: Detailed specifications of products covered by the manufacturing license

2. Schedule 2 - Manufacturing Specifications: Technical requirements, processes, and quality standards for manufacturing

3. Schedule 3 - Quality Control Procedures: Detailed quality control protocols and testing requirements

4. Schedule 4 - Royalty Calculations: Detailed methodology for calculating royalties and example calculations

5. Schedule 5 - Territory Definition: Detailed description of licensed manufacturing territory and any restrictions

6. Schedule 6 - Approved Sub-contractors: List of pre-approved sub-contractors if applicable

7. Schedule 7 - Technical Documentation: Manufacturing drawings, processes, and technical specifications

8. Schedule 8 - Reporting Ƶ: Standard forms for production reports and royalty calculations

9. Appendix A - Patent Documentation: Copies of relevant patents and IP registrations

10. Appendix B - Insurance Requirements: Detailed insurance coverage requirements and minimum limits

Authors

Alex Denne

Head of Growth (Open Source Law) @ Ƶ | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Jurisdiction

New Zealand

Publisher

Ƶ

Document Type

Licensing Agreement

Sector

IP

Cost

Free to use
Relevant legal definitions



































Clauses






























Relevant Industries

Manufacturing

Technology

Pharmaceuticals

Automotive

Electronics

Consumer Goods

Industrial Equipment

Medical Devices

Aerospace

Chemical Processing

Food and Beverage

Textile and Apparel

Relevant Teams

Legal

Operations

Manufacturing

Quality Assurance

Research & Development

Intellectual Property

Commercial

Procurement

Compliance

Technical Operations

Finance

Business Development

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Manufacturing Director

Head of Legal

Intellectual Property Counsel

Operations Manager

Quality Control Manager

Production Manager

Licensing Manager

Commercial Director

Chief Technology Officer

Procurement Manager

Research and Development Director

Compliance Officer

Contract Manager

Industries










Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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