Quality Agreement Between Supplier and Client
Quality Agreement Between Supplier and Client
This Quality Agreement template was developed by the Bulk Pharmaceutical Task Force (BPTF),
an affiliate organization of the Society of Chemical Manufacturers and Affiliates (SOCMA), as a
guide for drafting a Quality Agreement relating to the manufacture and release of substances
regulated by the Food and Drug Administration The template is based on the collective experience
of industry members, but is not intended to be exhaustive or inclusive of all pertinent requirements.
The information herein is offered in good faith, but is provided WITHOUT ANY WARRANTIES,
EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Users are cautioned
that the information upon which this template is based is subject to change. The responsibility
allocations in the template are largely defined by the fact that only one party is in a position to
exercise the responsibility identified. To the extent that the responsibility is shown as shared or can
be assigned to the other party, the template allocation represents the experience of the BPTF
members as to common practice. Parties utilizing the template are free to allocated responsibility
and notification timing in any manner that assures all regulatory obligations are met.
SOCMA and BPTF do not endorse the products or processes of any particular manufacturer, and
this template is not intended to provide specific advice, legal or otherwise. Following this template
does not guarantee compliance with applicable laws, rules, and regulations. Users should consult
with their legal and technical advisors and other sources. SOCMA, BPTF, and their members and
agents do not assume any responsibility for a user’s compliance with applicable laws, rules and
regulations, and disclaim any liabilities arising out of or relating to the use of this template or
reliance on any information contained herein.
Quality Agreement
by and between
Supplier Name:
Address:
and
Client Name:
Address:
Supplier’s Name (“Supplier”) and Client’s Name (“Client”) wish to define the individual
responsibilities of the parties as to the quality aspects of manufacturing and release of Product as
defined in Appendix 1 to ensure compliance with the approved Product application and/or Client
requirements.
In order to do so, this Quality Agreement (“Quality Agreement”) takes the form, in part, of a
detailed listing of activities associated with manufacture, supply, production, analysis, and release
of Product. Unless otherwise indicated, responsibility for each activity is assigned to either Client,
Supplier, or is assigned to both Supplier and Client.
In consideration of the parties’ agreement to perform the activities provided in this Quality
Agreement and for other valuable consideration the receipt and sufficiency of which is hereby
acknowledged, and intending to be legally bound, Supplier and Client agree as provided in this
Quality Agreement as follows:
Client Supplier
Signature Signature
Name Name
Title Title
Signed the ____ day of___________ Signed the ____ day of___________
in the year 20__ in the year 20__
Effective Date
The Effective Date of this Quality Agreement shall be the date of last signature (the
“Effective Date”).
Scope
This Quality Agreement outlines the responsibilities of Supplier and Client with respect to
the quality assurance of the Product manufactured and/or supplied by Supplier for Client.
Other Agreement
This Quality Agreement is in addition to all other agreements between the parties, if any,
(the “Supply Agreement”) regarding the subject matter hereof. If there are any direct
conflicts between the terms of this Quality Agreement and the Supply Agreement, the
following will prevail:
Quality Agreement
Supply Agreement
This Quality Agreement may be amended by the written consent of both parties.
The parties agree to amend terms of this Quality Agreement that must be amended in order
that the Product continue to meet regulatory requirements of applicable regulatory
agencies, as may exist from time to time.
If an amendment to this Quality Agreement is proposed, the proposing party will circulate
the proposed amendment to the appropriate contact person at Supplier and Client for
review and internal approval. The appropriate contact person at Supplier and Client is
listed in Appendix 2 (Contacts and Responsibilities).
This Quality Agreement shall commence on the Effective Date and shall remain in effect
for as long as the Supplier supplies Product to Client unless the Quality Agreement is
terminated earlier in accordance with the terms of this Quality Agreement.
Either party may terminate this Quality Agreement upon thirty (30) days written notice to
the other party.
Use of Third-Parties
Supplier shall not allow a third party to manufacture, package, label, inspect, test and
release Product unless Supplier has disclosed in writing to Client the Supplier’s use of a
third party and the Client has provided written approval for the specific third party use. If
Supplier employs a third party to perform any or part of the manufacturing, packaging,
labelling, inspection, testing, release and/or handling of Product that is supplied to Client,
Supplier shall assure that the third party has been fully qualified via the Supplier’s third
party qualification process prior to performing such activity(ies) unless the Client is
providing the qualification of the third party. In this case, the Client will provide the
Supplier written qualification documentation. A list of approved subcontractors is
contained in Appendix 4. The party employing the subcontractor should have a quality
agreement in place consistent with this agreement. Supplier shall have entered into a
written confidentiality agreement with any third party providing for confidentiality of all
Client information under obligations of confidentiality similar to and requiring the same
protection or greater protection of confidential information as the obligations of
confidentiality between Supplier and Client. Supplier shall, however, retain all obligations
under this Agreement whether or not a third party manufactures, packages, labels, inspects,
tests, releases and/or handles Product. If a third party is used by Supplier to manufacture,
package, label, inspect, test, release and/or handle Products, Client may, upon request,
review the list of such third party(ies) during an on-site visit and/or audit pursuant to the
Right To Audit section of this Agreement. Client agrees to treat such information as
Confidential Information of Supplier and agrees not to contact any such parties in
connection with this Agreement without Supplier’s prior consent.
Survival Clause
All regulatory obligations contained herein that are required of either party or both parties
by an applicable regulatory authority shall survive termination of this Quality Agreement.
Supplier shall not assign any or all of its rights or obligations under this Quality Agreement
without Client’s prior written consent. Client’s consent shall not be required in connection
with a merger, consolidation, or a sale of all or substantially all of Supplier’s assets or the
subject matter of this Quality Agreement to another party (an “Assignment Transaction”).
In the event of an Assignment Transaction, Supplier shall provide written notice to Client
to the appropriate contact person indicated in Appendix 2 (Contacts and Responsibilities).
Client shall have the right to assign any or all of its rights or obligations under this Quality
Agreement without the consent of Supplier. In the event of an assignment, the assigning
party shall continue to be bound by all pre-existing obligations under this Quality
Agreement including all obligations of confidentiality and non-disclosure.
Product Specifications
Changes to the agreed upon specifications must be mutually agreed upon and
communicated in writing between the parties to this Quality Agreement, except for
compendial changes which can be implemented without mutual agreement. Compendial
changes must be implemented by the compendial implementation date and communicated
between the Supplier and Client.
Quality related disagreements between Supplier and Client that are not resolved in the
normal course of business shall be brought to the attention of the appropriate contact
person for notices at the Supplier and Client, in writing, as listed in Appendix 2 (Contacts
and Responsibilities). If both parties agree that a resolution of the disagreement is
reasonably possible, then both Supplier and Client shall agree to work jointly to develop a
strategy for such resolution. Supplier and Client further agree to record such resolution in
writing.
Supplier warrants and represents that it is not debarred under the Generic Drug
Enforcement Act of 1992, 21 U.S.C. 335[a] (the “Generic Drug Enforcement Act”), and
that it has not been convicted of a crime for which it could be debarred under the Generic
Drug Enforcement Act. In connection with the Product, the Supplier further warrants and
represents, in that it shall not use in any capacity the services of any person debarred under
the Generic Drug Enforcement Act, or convicted of a crime for which a person can be
debarred under the Generic Drug Enforcement Act.
This Quality Agreement shall be construed and the relationship between the parties
determined in accordance with the laws in the State of ______________________, United
States of America, without regard to the conflicts of law principals thereof. Any and all
disputes between the parties arising out of or related to this Quality Agreement shall be
heard in the state and federal courts located in the State of ____________________, and
the parties hereby consent and submit to the jurisdiction of such courts.
All appendices to this Quality Agreement are attached hereto and incorporated herein by
reference. In this Quality Agreement, unless the contrary intention appears: (a) the words
"including" and "include" mean "including, but not limited to";(b) the singular includes the
plural and vice versa; (c) a reference to a person or entity (including Supplier or Client)
includes a reference to the person's executors, administrators, successors, substitutes and
assigns; and (d) headings are for reference only and do not form part of this contract.
Address(es):
2. Right to Audit
2.01 Client has the right to audit Supplier’s facilities and systems and
review documents as they relate to the manufacture of Product.
Such inspections and document review shall be conducted by
Client at a time, date and duration mutually agreeable to the
Supplier and Client and subject to Client signature of a separate
confidentiality agreement with the Supplier entity owning the
production site.
2.02 Client retains the right to conduct reasonable "for cause" audits.
Specific goals/scope of the audit, proposed dates and names of the
auditors will be agreed upon mutually by the Client and the
Supplier.
11. Deviations
11.01 Have procedures for the identification, investigation, and reporting
of deviations and Out-of-Specification (OOS) results that occur
during the manufacture and testing of the Product.
11.02 Document and explain all deviations. Investigate OOS results and
critical deviations. Extend the investigation to other lots that may
have been associated with the failure as appropriate. Include
preventive actions and track these to completion.
11.03 Evaluate deviations to determine impact on
validation/qualification studies.
11.04 Notify Client of significant deviations within 3 business days
17. Recalls
17.01 In the event that either Client or Supplier determines that an event
or circumstance has occurred relating to the manufacture or
stability of the Product which may result in the need for a recall,
stock recovery or market withdrawal of Client's finished drug
product, Supplier and Client shall consult with each other in a
timely manner. The final decision to recall any of the Client's drug
products shall be made by Client.
17.02 Notification of the recall or similar action to the authorities,
distributors and customers of the finished drug product shall be
made by Client
Supplier Client
Name:
Title:
Phone/Fax:
Address
(mail/delivery):
E-mail Address:
Name:
Title:
Phone/Fax:
Address
(mail/delivery):
E-mail Address: