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Toll Processing Agreement
"I need a Toll Processing Agreement for our chemical manufacturing facility in Manchester to process specialty polymers for a German client, with specific provisions for handling hazardous materials and compliance with both UK and EU regulations, starting from March 2025."
1. Parties: Identification and details of the processor and the client
2. Background: Context of the agreement and brief description of the processing services
3. Definitions: Key terms used throughout the agreement including relevant legislative references
4. Services: Detailed description of processing services to be provided and compliance with relevant manufacturing regulations
5. Quality Standards: Required quality standards, specifications, and compliance with relevant quality regulations
6. Delivery and Collection: Terms regarding delivery of raw materials and collection of processed goods
7. Price and Payment: Processing fees, payment terms and invoicing
8. Title and Risk: Ownership of materials and risk allocation during processing
9. Warranties: Representations and warranties from both parties regarding processing capabilities and compliance
10. Liability and Indemnification: Liability limitations and indemnification provisions
11. Term and Termination: Duration of agreement and termination provisions
1. Environmental Compliance: Environmental obligations under Environmental Protection Act 1990 and related regulations
2. Intellectual Property: Protection of IP rights under Patents Act 1977 and related IP legislation
3. Confidentiality: Protection of confidential information and compliance with UK GDPR and Data Protection Act 2018
4. Insurance: Insurance requirements and coverage specifications
5. Force Majeure: Provisions for unforeseen circumstances affecting processing operations
1. Schedule 1 - Processing Specifications: Detailed technical specifications for processing operations
2. Schedule 2 - Quality Standards: Specific quality requirements, testing procedures, and applicable ISO standards
3. Schedule 3 - Pricing Schedule: Detailed pricing structure and calculations for processing services
4. Schedule 4 - Service Levels: Performance metrics and service level requirements
5. Schedule 5 - Health and Safety Requirements: Specific health and safety procedures under Health and Safety at Work Act 1974
6. Schedule 6 - Equipment Schedule: List of equipment to be used in processing operations
7. Schedule 7 - Key Personnel: List of key personnel involved in processing operations
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