Medical product design contract services agreement

The following is what a typical medical product design outsourcing contract agreement being presented by a contract manufacturer offering medical product design and manufacturing services.

While it is not comprehensive, it does provider medical OEM executives a general idea of what they might expect when engaging a contract manufacturer.

In consideration of the mutual obligations specified in this Agreement, the parties, intending to be legally bound hereby, agree to the following:

1. Definitions

For the purpose of this Agreement,
(a) "Confidential Information" shall

(1) be disclosed in tangible form and marked by the Disclosing Party as "Confidential," "Proprietary" or other appropriate legend indicating the confidential nature of the information or (ii) be disclosed orally and be identified by the Disclosing Party as confidential and then summarized in tangible form, marked as "confidential" or "proprietary", and delivered to by the Receiving Party within thirty days after first disclosure;

(2) include (a) information disclosed by either party regarding pricing, customers and prospective customers (including lists of customers and prospective customers), vendors and vendor lists, know-how, designs (including but not limited to designs of enclosures, cable assemblies and printed circuit boards), formulae, computer programs, databases, methods of operation, sales techniques, business methods or plans, marketing plans and strategies, finances, management, methods of operation, engineering methods and processes (include any information which may be obtained by a party by reverse engineering, decompiling or examining any software or hardware provided by the other party under this Agreement), programs and databases, patents and designs, billing rates, billing procedures or any other business information relating to the Disclosing Party and its subsidiaries and affiliates ("Affiliates"), whether constituting a trade secret, proprietary information or otherwise, which has value to the Disclosing Party or its Affiliates and is treated by the Disclosing Party or its Affiliates as being confidential; (b) the Deliverables (c) information disclosed by CONTRACT MANUFACTURER regarding the manufacturing process or the design of printed circuit boards, enclosures, backplanes, or cable assemblies.

Notwithstanding the foregoing, Confidential Information shall not include information that (i) is known to the other party prior to receipt from the disclosing party hereunder, which knowledge shall be evidenced by written records, (ii) is or becomes in the public domain through no breach of this Agreement, or (iii) is received from a third party without breach of any obligation of confidentiality. In addition, Confidential Information shall not include any information provided by CUSTOMER to CONTRACT MANUFACTURER regarding the manufacturing process.

(b) "Person" shall mean and include any individual, partner¬ship, association, corporation, trust, unincor¬porated organization, limited liability company or any other business entity or enterprise.

(c) "Representative" shall mean a party's employees, agents, or representatives, including, without limitation, financial advisors, lawyers, accountants, experts, independent contractors and consultants.

(d) "Deliverables" shall mean the deliverable items to be delivered by CONTRACT MANUFACTURER to CUSTOMER in connection with work being performed under this Agreement, including (i) the PCB layout database, custom library components/symbols, fabrication and assembly drawings, software (both source code and binary code), manufacturing files (Gerber files, drill files, assembly pick and place files), (ii) all reports/recommendations on RFI/EMI, DFM/DFX, technology selection, signal integrity and routability analysis to the extent such reports/recommendations are layout unique, and (iii) any other items that parties expressly agree are Deliverables. Deliverables does not include job notebooks or aspects of the above-described reports/recommendations which are not layout unique.