Contract Manufacturing Services definition
Examples of Contract Manufacturing Services in a sentence
Without limiting any provision of this Agreement, Recipient shall pay and be responsible for any and all sales, use, value-added, transfer, goods and services, consumption, excise, service, stamp, documentary, filing, recordation or other similar Taxes imposed or assessed with respect to the provision of Contract Manufacturing Services by Supplier (“Indirect Taxes”).
Supplier and the applicable Service Affiliates shall have the right in their sole discretion to determine that it is necessary or appropriate to temporarily suspend the Contract Manufacturing Services due to scheduled or emergency maintenance, modification, repairs, updates or upgrades, alterations or replacements of any of systems or operations which are required to provide Contract Manufacturing Services (a “Shutdown”).
Notwithstanding the foregoing, if a Shutdown continues materially longer than anticipated, the Parties will discuss in good faith an alternative to the affected Contract Manufacturing Services.
If the obligations of Supplier to provide the Contract Manufacturing Services are suspended in accordance with Section 2.7(b), (i) no Party shall have any liability whatsoever to the other Party directly arising out of or relating to such suspension; and (ii) any payment of Prices for suspended Contract Manufacturing Services is suspended as well.
Recipient shall cooperate with any Supplier Party as reasonably necessary for the performance of the Contract Manufacturing Services.
Supplier shall provide the Contract Manufacturing Services, if nothing applicable is specified in Appendix A or the Quality Agreement, with at least substantially the same degree of care, skill, quality (including skill and diligence), and manner of performance used by Supplier or its Affiliates, as applicable, in providing substantially similar services to its own internal organization at the time the Contract Manufacturing Services are performed.
The Contract Manufacturing Services shall be provided by Supplier in accordance with Supplier’s and each Service Affiliate’s policies and procedures that are applicable at the time the Contract Manufacturing Services are provided.
Supplier and Recipient shall cooperate to minimize any Indirect Taxes and in obtaining any refund, return or rebate, or in applying for an exemption or zero-rating for Contract Manufacturing Services giving rise to any Indirect Taxes, including by filing any exemption or other similar forms or providing a valid tax identification number or other relevant registration numbers, certificates or other documents.
If and to the extent Recipient (or any of its personnel) has been performing functions or provided other contributions in support of the receipt of Contract Manufacturing Services at the Effective Date, Recipient shall continue to perform such functions or contributions.
Subject to Section 5.2, Supplier shall provide all Contract Manufacturing Services in accordance with the applicable Demand Plan and Product Forecast.