A manufacturing agreement decides who controls the value created when you outsource production. The IP provisions are where that control is won or lost, and a gap in them can leave you unable to move production or, worse, competing against goods made with your own know-how.
Five questions need explicit answers. Who owns the tooling and moulds? What happens to the know-how transferred to the manufacturer during the relationship? Can the manufacturer subcontract, and if so do the IP restrictions flow down to the subcontractor? Who owns improvements the manufacturer makes to the product or process? And what happens to all of this on termination? Leaving any of them to implication is where the trouble starts.
An IP provision is only as good as the registration behind it. Where a manufacturing agreement references your registered trademarks or other rights, those registrations need to be current and to cover the relevant territories, so the contractual protection and the underlying portfolio actually line up.
Manufacturing sits in our commercial contracts and transactions work and connects to patent and technology licensing where know-how is shared. The background sits in manufacturing and supply agreements and, for embedded code, protecting software IP. Drafting and review run through our Contract Studio and clause library and risk review technology.
Ownership of tooling and moulds, restrictions on transferred know-how, subcontracting limits with IP flow-down, ownership of improvements, and the return or destruction of IP and materials on termination.
Not automatically. Unless the contract says so, paying for tooling may not transfer ownership of it or of the design rights in it, which can lock you in to one manufacturer.
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