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Pacific Labs manufacturing agreement
Normal textBIUReviewing · 5

MANUFACTURING AGREEMENT

INTELLECTUAL PROPERTY9.1All Intellectual Property in the Formulations, the Products and any Improvements vests in the Manufacturer vests in the Customer on creation.

MINIMUM ORDER12.2The Customer must order at least 20,000 Units in each Quarter 12,000 Units in each Quarter of the first Contract Year and 20,000 Units in each Quarter after that.

14.3Any claim under this clause is subject to clause 22 clause 21.

LIMITATION OF LIABILITY16.1The Manufacturer’s total liability under this agreement is limited to the Fees paid in the 3 months before the claim the greater of the Fees paid in the 12 months before the claim and $2,000,000.

TERMINATION18.3The Customer may end this agreement by notice if the Products fail to meet the Specifications on two or more occasions in any 6-month period, or the Manufacturer becomes insolvent.

Playbook review

Reviewed with Manufacturing agreements v3

  • Governing lawStandard position
  • ConfidentialityStandard position
  • InsuranceStandard position
  • WarrantiesStandard position
  • Audit rightsStandard position
  • Dispute resolutionStandard position
From:Claire Donnelly (claire@harbourlane.law) ⌄
Pacific Labs manufacturing agreement – marked up.pdf214 KB

Claire Donnelly

Senior Associate

Harbour Lane Lawyers, Sydney

claire@harbourlane.law

See it on a manufacturing agreement

The contract reviewed, the changes explained and the email ready, with the marked-up agreement attached.

Sophie sends Pacific Labs’ agreement and tells you what matters to her.

Manufacturing agreement: Pacific Labs

ST

Sophie Tan <sophie@kinfolk.com.au>

To:Claire Donnelly

Pacific Labs manufacturing agreement.docx186 KB

Download AllPreview All

Hi Claire,

Pacific Labs have sent through their manufacturing agreement (attached). We’d like to sign by the end of the month. A few things matter to us:

  • We need to own our formulas, and anything they develop for us.
  • 20,000 units a quarter is too high for our first year. 12,000 is realistic.
  • Their liability cap looks low. A recall could cost us a lot.
  • We need a way out if their quality slips.

Can you review it and let me know what you’d change?

Thanks,
Sophie

KINFOLK

SKINCARE

Sophie Tan
Head of Operations
Kinfolk Skincare
M: 0412 555 018

Claire

Review this with our manufacturing playbook and Sophie’s instructions, then draft the advice email to her.

Donna

On it. I’ll flag anything the playbook doesn’t settle rather than guess.

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Harbour Foods · Coastline supply agreement
When auto-run is enabled, this playbook runs automatically for new matters and whenever new files are added.
NameStatusLast runActions
Intake · CompleteLast week
Review · New results to review25 minutes ago
In progress · CompleteYesterday
Waiting · No results yetNot yet
Waiting · No results yetNot yet

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You

Every time a supplier agreement comes in, review it against our playbook, mark it up and send it to me.

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Does the liability cap cover a data breach?

Click a citation to see the passage.

Master services agreement.pdfPage 9 of 24
13.4The Customer may withhold any amount disputed in good faith under clause 13.2 until the dispute is resolved.
14LIMITATION OF LIABILITY
14.1Neither party is liable to the other for any indirect or consequential loss, including loss of profit, revenue or data, however arising.
14.2Subject to clauses 14.3 and 14.4, each party’s total aggregate liability under or in connection with this Agreement is limited to the Fees paid or payable by the Customer in the twelve (12) months preceding the event giving rise to the claim.
14.3The limitation in clause 14.2 does not apply to liability for death or personal injury, fraud or wilful misconduct.
14.4Nothing in this clause 14 limits the Supplier’s liability for any Data Breach, or for any breach of clause 11 (Privacy and Data Security), which liability is unlimited.
14.5Each party must take reasonable steps to mitigate any loss it suffers or incurs under or in connection with this Agreement.

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Harbour Foods · Coastline supply agreement
Today
PS

Priya Shah · Client · 11:02 AM

Coastline came back on the notice period. Is 60 days something we can live with?

CD

Claire Donnelly · Lawyer · 11:20 AM

Yes. It’s within our fallback, and they’ve accepted the liability cap. I’ll send you the changes to approve today.

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