# Manufacturing Services Agreement Outline Template > Source: https://netray.co/tools/manufacturing-services-agreement-outline-template > Publisher: Netray (netray.co), AI and integration engineering for ERP and manufacturing systems. > Section: Free Tools ## Short answer A clause outline for a contract manufacturing or build-to-print agreement, with the commercial points you fill in and the legal wording left to counsel. ## Category compliance-legal ## Audience - Procurement manager - Business owner - Operations director - Contract manufacturing buyer ## Tool **Kind:** template **Output:** document **Fields:** #### Customer **Key:** customer **Type:** text **Default:** Acme Precision Ltd #### Manufacturer **Key:** mfr **Type:** text **Default:** Northfield Components Inc #### Effective date **Key:** effective **Type:** date **Default:** 2026-11-01 #### Products covered **Key:** products **Type:** textarea **Default:** Machined aluminium housings per Customer drawings listed in Schedule A, revision controlled. #### Initial term (years) **Key:** term **Type:** select **Options:** - 1 - 2 - 3 - 5 **Default:** 3 #### Rolling forecast horizon (months) **Key:** forecast **Type:** select **Options:** - 3 - 6 - 9 - 12 **Default:** 6 #### Frozen order window (weeks) **Key:** frozen **Type:** number **Default:** 8 #### Payment terms **Key:** payment **Type:** select **Options:** - Net 30 - Net 45 - Net 60 - Net 90 **Default:** Net 45 #### Delivery term **Key:** incoterm **Type:** select **Options:** - EXW - FCA - DAP - DDP **Default:** FCA #### Warranty period (months) **Key:** warranty **Type:** number **Default:** 12 #### Liability cap basis **Key:** cap **Type:** select **Options:** - 12 months of fees - Value of affected orders - Fixed amount to be agreed **Default:** 12 months of fees #### Governing law and venue **Key:** law **Type:** text **Default:** State of Texas, courts of Travis County **Blocks:** #### Manufacturing Services Agreement: Outline **Body:** Between {{customer}} ("Customer") and {{mfr}} ("Manufacturer"), effective {{effective}}. This outline lists the clauses to negotiate and the commercial positions entered so far. Each heading is a place for counsel to draft final wording. #### 1. Scope and Products **Body:** Products covered: {{products}} New parts are added by a written schedule update. Customer drawings, specifications and revisions control; Manufacturer may not change process, material, site or sub-tier suppliers without prior written approval. #### 2. Term and Renewal **Body:** Initial term of {{term}} year(s). State renewal mechanism (automatic or by agreement), notice period to end, and termination for convenience and for cause with cure periods. #### 3. Forecasts, Orders and Flexibility **Body:** Customer provides a rolling forecast over {{forecast}} months, non-binding except as stated. Purchase orders inside a frozen window of {{frozen}} weeks are binding and cannot be cancelled or rescheduled. Agree flex bands (for example plus or minus a percentage) in the weeks outside the frozen window and the treatment of raw material bought against forecast. #### 4. Pricing, Costs and Adjustments **Body:** Price per unit as listed in Schedule B, with volume breaks. State what is included (material, tooling amortisation, packaging, testing) and what is not. Define a mechanism for material, currency and labour adjustments, such as an index or an annual review, and an open-book cost review right if used. #### 5. Delivery and Risk **Body:** Delivery term: {{incoterm}}. Define on-time delivery measurement, the delivery window, partial shipments, and remedies for late delivery such as expedite at Manufacturer's cost or agreed liquidated damages with a cap. #### 6. Quality, Inspection and Records **Body:** Reference the quality agreement, applicable standards (for example ISO 9001, AS9100 or IATF 16949), first article requirements, certificates of conformance, lot traceability, record retention period, change notification, and Customer audit rights on reasonable notice. #### 7. Warranty and Nonconforming Product **Body:** Warranty period of {{warranty}} months from delivery against defects in material, workmanship and conformance to specification. Define return, rework or replace remedies, who pays freight and sorting costs, and the process for containment and corrective action. #### 8. Intellectual Property and Tooling **Body:** Customer retains ownership of its designs and specifications. State ownership, marking, maintenance, insurance and return of any tooling or fixtures (see the tooling ownership agreement). Address improvements, background IP and any licence the Manufacturer needs to perform. #### 9. Confidentiality and Compliance **Body:** Reference the mutual NDA. Add anti-bribery, sanctions, export control, conflict minerals and supplier code of conduct obligations as applicable to the parties. #### 10. Payment **Body:** Payment terms: {{payment}} from valid invoice. State currency, late payment interest if any, treatment of disputed amounts and taxes. #### 11. Liability, Insurance and Indemnity **Body:** Liability cap basis: {{cap}}. List exclusions from the cap (for example confidentiality breach, IP infringement, death or personal injury where law requires). Require general liability and product liability insurance at stated limits, and consider recall cost allocation. #### 12. Business Continuity, Last-Time Buy and Exit **Body:** Require notice of capacity constraints, disaster recovery arrangements, a last-time-buy and end-of-life process, and transition assistance including transfer of tooling, documents and inventory on termination. #### 13. Disputes and Governing Law **Body:** Governing law and venue: {{law}}. Consider an escalation ladder (operational, executive, mediation) before litigation or arbitration. #### Execution **Signatures:** - Customer authorised signatory - Manufacturer authorised signatory **Notes:** This is a generic outline and starting point, not legal advice and not a finished contract. Positions are balanced defaults. Have counsel draft and review the final agreement for your jurisdiction, industry and any government flow-down clauses. ## Content **Intro:** Most disputes with contract manufacturers come from points nobody wrote down: who owns the tooling, who pays for material bought against a forecast, what happens at end of life. This outline lists the clauses worth settling, with your commercial positions filled in. **Sections:** #### How to use the outline **Body:** Complete the commercial fields first: term, forecast horizon, frozen window, payment, delivery term, warranty and liability basis. Export to Word and share it internally with operations, quality, finance and legal so each owner can comment on their clauses before anything goes to the other side. Then give the outline to counsel or the supplier's counsel as the agenda for drafting. It keeps negotiation on the business points rather than boilerplate. **Bullets:** - Agree commercial positions internally first - Attach the part list as a schedule - Reference separate quality and tooling agreements - Record who owns each clause on your side #### The clauses that cause the most trouble **Body:** Forecast and frozen-window language decides who carries inventory risk. A buyer who gives a twelve-month forecast and then cuts orders can leave the manufacturer holding long-lead material; the manufacturer will ask for a purchase commitment for that material. Pricing adjustment is the next flashpoint, since metals, energy and currency move. Finally, liability caps and warranty remedies determine what a field failure really costs you. A short outline makes these visible early instead of in a crisis. #### Build to print versus build to specification **Body:** In build-to-print arrangements the customer owns the design and the manufacturer follows the drawing, so design responsibility sits with the customer and process responsibility with the manufacturer. In build-to-specification or design-and-build work, the manufacturer takes some design risk, and IP ownership, design warranty and liability need much more careful drafting. This outline assumes build to print; if your supplier is designing anything, flag section 8 for legal attention. #### Common mistakes **Body:** Signing a master agreement without schedules for parts, prices and tooling leaves the real deal undefined. Another trap is treating the purchase order terms and the agreement as separate worlds: decide which prevails if they conflict. Do not forget the exit: a tooling list and transfer process agreed on day one is far cheaper than negotiating after a relationship breaks down. Finally, check that your ERP actually captures the terms, such as payment days and frozen windows, that you negotiated. **Cta:** If you would like agreed lead times, frozen windows and payment terms enforced or monitored from your ERP data, we can discuss how. **Faq:** #### Is this a contract I can sign? **Answer:** No. It is an outline of clauses with your commercial positions filled in, intended to structure negotiation and instruct counsel. Final wording should be drafted and reviewed by a lawyer who knows your jurisdiction and industry. #### What is a frozen window? **Answer:** A frozen window is the period before delivery during which orders are binding and cannot be cancelled or rescheduled. Outside it, the buyer may change quantities within agreed flex bands. Typical windows track the supplier's material and capacity lead times. #### Who should own tooling in a manufacturing agreement? **Answer:** Commonly the customer, especially when it paid for the tooling, with the supplier acting as custodian. Ownership, marking, maintenance and return rights should be written down. Local law on possessory liens or title can differ, so seek local advice. #### Should the agreement include liquidated damages for late delivery? **Answer:** It can, usually as a percentage per week capped at a percentage of order value. Courts in some jurisdictions treat excessive amounts as penalties, so keep the rate proportionate and have counsel check enforceability. ## Search terms manufacturing services agreement template, contract manufacturing agreement outline, build to print agreement template, msa for contract manufacturer, supply agreement outline manufacturing, contract manufacturer terms checklist, cmo agreement key terms --- Talk to an engineer: https://netray.co/contact?intent=erp_ai | Machine catalog: https://netray.co/agent/catalog.json