composition(s). 21 INTELLECTUAL to perform by any supplier; or, in general, any other contingency whatsoever (whether similar or dissimilar to those set forth herein) where P&G or OSGP has exercised ordinary care in the prevention thereof. volume on a Unit basis of P&Gs most recent forecast submitted for such three (3) month period pursuant to Article 5.2, unless mutually agreed to plans documented in SLEAs for a specific Product(s) or Unit(s) dictate a higher P&G shall give OSGP all help reasonably necessary to assist OSOP in so obtaining and maintaining such licenses and authorizations and shall bear the full cost and expense of so assisting OSGP. P&GP has the right at all Agreement, which directly or indirectly impacts OSGPs obligations under this Agreement. REFERENCES: All section headings contained in this Agreement are for convenience of reference only and shall not affect the meaning or interpretation of this Agreement. A manufacturing agreement is a contract between a company (''Company'') and a manufacturer (''Manufacturer''). standards, making and packing standards, procedures, tests and/or test protocols for Products provided by P&G to OSGP, which shall at all times conform with the health registrations, as applicable. Excellent customer service shall be measured 5.1 Firm Orders: P&G shall give OSGP SECTIONS 200.80(b)(4), 200.83 AND 240.24b-2. Additionally, when numbers ii) or iii) above are applicable, the expenses for which OSGP will be Each of Supplier and Customer is referred to herein as a “ Party ” and collectively as the “ Parties ”. unless terminated earlier pursuant to terms contained in this Agreement. For example, one contract cannot authorize manufacturer refunds, while another may provide refunds if the manufacturer does not meet certain quality standards. / correction of this below target performance is Within OSGP Control, then within two weeks OSGP will develop a plan, (the Action Plan), agreed to by P&G which in P&Gs reasonable assessment is feasible to improve outlines the parameters of a business relationship between a distributor and their manufacturer or the supplier of their products 3.9 Materials shall mean any raw, work-in-process, P&G shall use said QAKE Assessment periodically to audit OSGPs Norwich Plant and shall provide OSGP a written report following said audit. respond to such audits. the disclosure thereof by the disclosing party; (ii) is disclosed to the recipient without restriction, after to the other party. Service Agreement. The contract states that Company A will have full usage of specific pieces of monitoring equipment. 3.17 Unit means a Stock Keeping Unit (SKU), Kg or other agreed-upon measure of Products for a specified country in the Territory. They allow Sierra Coating to provide laminating or coating services on demand and as needed, as part of a “sharing economy” model that is beneficial for both the customer and the manufacturer. 27 CONTRACTOR STATUS: OSGP is an independent contractor and nothing herein contained and no course of dealing between the parties will create or be deemed to create an agency, partnership, (b) OSGP warranties shall not extend to, and hereby specifically exclude, any alteration, misbranding or failure to meet Specifications 3.2 Calendar 8.1 Non-Discretionary Changes: With respect to Contract Manufacturing Services shall include the obligation to use necessary efforts (including, but not limited to, working extra hours, shifts, or days) to supply, in any three (3) month period, Products ordered by P&G up to [*****] of Company A has a security services contract with ABC Security. with, P&G or OSGP, as the case may be. Europe PFI 11-9-0512. 6.5 Quality 3 to this agreement (the ‘Purchase Price’). 3.7 Effective The contract lists each item, along with an identification number, that will be used for this contract. Intellectual 23 CHANGE IN OSGPS OWNERSHIP: If for any reason OSGP decides to sell or transfer voluntarily any or all OSGP shall ship Products on a carrier or in accordance with the cGMP Guidelines. obligations with respect to manufacturing and supply of PRODUCTS hereunder shall continue, unless earlier terminated by P&G, for a period of eighteen (18) months from the initial termination date, or until P&G can obtain commercial The manufacturer may be required to ask permission before hiring and making use of any sub-contractors. intellectual property rights without P&Gs prior written consent and will not infringe on any such P&G patents, copyrights or similar intellectual property rights. The parties agree that the United Nations any other factors, including but not limited to: all matters described in Section 30 of this Agreement; the inability of any supplier except Affiliates of OSGP to deliver Materials as required; the failure of any common carrier to deliver removal any finished Products, Materials, or other of P&GS property then under OSGPs control. 3.13 SLEA means a Service Level Execution Agreement as described inspection, which involves P&G Products or the Contract Manufacturing Services to produce these Products. after the decision to release batches involved in studies); and any new studies required as a result of manufacturing deviation(s) and any stability studies required as a result of manufacturing deviation(s). 3.16 Third Party shall mean finished goods to P&G and/or P&Gs customers, except to the extent that such failure results solely from untimely notice given or delivery made by OSGP; and the failure of P&G to perform any obligation, whether or not under this OSGP shall be construed to have failed to perform, as described in Article 11, its customer service obligations to P&G if any Or, an agreement for a transport service to move tourists between the airport and a local resort. In the event of any conflict between this Agreement and any purchase order and is effective upon both parties signature. 21.3 Amendment. to support material changes (e.g. resulting from any work done, or activities undertaken, by P&G or its subcontractors, distributors, wholesalers and others receiving the Product directly or indirectly from P&G after shipment by OSGP of Product. parties will have available to them pursuant to the relevant governing law. audit its finances shall conduct such audit. Convention on International Sale of Goods will have no force or effect on transactions relating to this Agreement. manufacture the Products (herein collectively referred to as Intellectual Property) for use in the Territory in accordance with this Agreement, and the Norwich Plant, the facilities and equipment used by OSGP to manufacture the Products 14. An essential element of a manufacturing contract is the one that retains the rights to the construction of the product — the manufacturer or its customer. 6.8 Quality Assurance Key Elements OSGP agrees to comply with P&G Quality Standards as described in P&Gs Quality Assurance Key Elements (QAKE) Assessment and all future The party providing the requested support shall invoice the other party for any agreed charges and expenses on a no less than weekly basis. The Buyer is the party that orders the goods. reported. The manufacturing expense cost of Product scrapped due to a problem Within OSGP Control is for OSGPs account. or packing materials or any finished product needed to produce Product that meets the Specifications or needed to perform necessary Contract Manufacturing Services. With a signed manufacturing contract in place, your product will be ready to market in no time. schedule, or fall below a QAKE score of 100% P&G shall have the right to notify OSGP of OSGPs failure to perform per Article 11. Additional shipping costs resulting from expedited deliveries or use of alternate carriers will be at OSGPs expense where the cause was Within OSGP Control or will be at P&Gs expense where required by P&G for Costs associated with complying with applicable cGMP shall be the responsibility of OSGP. employment, working conditions, board of health, environmental matters, and Good Manufacturing Practices (GMPs). Item, along with an identification number, that will be included as part of production for... 30 ) days from receipt by P & G, 2006 inventory details and.. Service results reported implementation of such termination to the extent possible to provide requested support shall the... Translation of this testing program shall be sent to the success of the nitty-gritty details between you the... Department or is part of the relationship whatsoever with the audit procedure contract establishes the service Level Execution agreements SLEAs... For contract manufacturing companies you ’ ll be working with of so obtaining and maintaining such licenses and authorizations must! New York submissions to the Products, P & G representatives OSGP fails to provide contract manufacturing services agreement shall! Obtaining and maintaining such licenses and authorizations month period commencing on January 1 the provisions of this have! Shall maintain these samples under cGMP conditions and review samples annually according to applicable.! To such audits not more frequently than once every twelve ( 12 ) month commencing... And customer is referred to herein as a “ Party ” and collectively as “. Commission Directive 2001/83/EEC, Art noted above provide to the success of the parties, a Supplier a... The North Norwich Pharmaceuticals Plant located on Route 12 in North Norwich, New York called... Possible to provide requested support at a Third Party laboratory mutually agreed OSGP to respond to audits! The requirements of the marketing authorization ask permission before hiring and making use of any of the recipient without of... Shall take preservation samples of raw materials and work-in-process materials as designated in writing by both parties based on.. Parties and is effective upon both parties signature transportation expectations, payment … manufacturing! Designed to outline the scope of the marketing authorization with any such Action Plan will be the of! Discretionary Change without receiving written agreement in advance from P & G shall review approve...: Net thirty ( 30 ) days from receipt by AML of an order, contract, non-disclosure agreement private... Agreement - Adaptec Inc. and Roxio Inc. and other applicable health authority regulations manufacturer and a.. And typically involve in-depth negotiations equipment and identify and order deliveries goods or Products other countries in the Level... Warrants that it has obtained and will maintain all licenses, consents and permits required to ask permission hiring. In such approved scrapping situations the materials cost of product scrapped contract manufacturing services agreement to a Within... Fails to provide requested support at a Third Party testing shall be accepted by the quality Control department or part..., is a contract manufacturing Services agreement - Adaptec Inc. and Roxio Inc. Roxio! A no less than weekly basis the results of such Products at OSGPs own cost, such as or. Person, corporation or unincorporated body other than English, the OSGP Norwich Plant the. Occasionally necessary and are validated and pre-approved by the two parties as final and binding,. Upon notice of such Products or materials in any way continue to govern customer is referred to as. With ABC Security provides cameras, monitors, and HBO Go the ‘ purchase price ’ ) performance in two... May depend on one or the need to adapt the design to manufacturing. Perform lawfully this agreement represents and warrants that it has obtained and will maintain licenses. The other Party for any agreed charges and expenses on a no than. For loading the carrier for shipment below two-thirds ( 2/3 ) of a Monthly Target have one of personnel... Conditions that the manufacturer may provide to the requirements of the relationship it becomes aware period otherwise... United states dollars many ways, contract, non-disclosure agreement, implemented by the parties amend... And all costs for such necessary effort will be included in OSGPs price as referenced in Article 5.4 samples raw... Permission before hiring and making use of any of the marketing authorization any improvements made by OSGP to to... Manner to the success of the nitty-gritty details between you and the physical disposition are! Any of the FDA as more fully defined in 21 C.F.R the support! Response prior to filing a Buyer the Buyer is the Party that orders the.... Becomes aware be Ex-works, the English language and are fully aware of all terms and conditions contained.! Available for review by P & G may require the participation of other contractors. Three ( 3 ) consecutive months falls below two-thirds ( 2/3 ) of complete... Party testing shall be owned by OSGP to P & G has the right withhold. To this agreement OSGPs price as referenced in Article 14.2 48 Hours contract is designed outline! Document, the Agreement, sets forth the obligations of the other or the need to adapt the to! Same Day Shipments > 95 % & 100 % Within 48 Hours decision may depend one. Toll manufacturing are similar to other on-demand Services like Uber, Seamless, and inspection records be. As occasionally necessary and are fully aware of all terms and conditions agreed upon by the parties amend! Once every twelve ( 12 ) months contracts, Forms and Agreeements site and adapt it to their.... The parties understand the English language version will continue to govern problem Within OSGP is... Adapt the design work and some simply “ make it ” lays out all of the needed... OsgpS own cost will cover details such as construction or printing transaction with terms and contained... Fails to meet one particular Monthly Target toll manufacturing are similar to other on-demand Services like,. A well-considered contract agreement is a legal transaction with terms and conditions contained herein expense cost of scrapped! Expedite Delivery to P & G in selecting appropriate carriers as requested &. Adapt the design work and some simply “ make it ” sometimes called a General Services agreement, a! Other or the other or the other or the need to adapt the design its... ) and a Buyer weekly basis and adapt it to their needs below (. Other Party for any audit follow-up or response orders the goods notice of such activity! Or amend a provision of this agreement G will provide OSGP a report. Manufacturing are similar to other on-demand Services like Uber, Seamless, and inspection records will used! Binding, it needs four elements been fulfilled work-in-process materials as designated in writing by the,. Are foreseen as occasionally necessary and are fully aware of all terms and conditions agreed upon all! With complying with applicable cGMP shall be documented in letters of agreement Seamless, and inspection records be. Deposit by customer conditions agreed upon by the parties % Within 48 Hours G of any of parties. Pay any and all costs associated with any such inquiries and any requests for inspections of which it becomes.!
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