Contracting With a Manufacturer: A Practitioner's Guide to Tooling Ownership, Specification Control, Overruns, and Exit
By Casey Scott McKay ·
This guide sets out how to contract with a manufacturer so that the brand retains the ability to make its own product somewhere else — which is the practical measure of every provision in the relationship. It begins with what actually transfers to a factory and works through tooling title, marking, liens, and possession on insolvency; the specifications and the copyright that reaches document copying and nothing else; and the process know-how that trade secret alone protects and that most supplier relationships fail to protect properly. The middle sections cover the residuals and improvement clauses that quietly transfer the next generation, component metering and serialisation, change control, and the audit right that must be unannounced to be worth anything. The closing sections address overruns and unauthorised production, enforcement against goods made abroad, exit and requalification, and the second source that converts every enforcement question into a choice.
IP and Technology > Trade Secrets | Guide | Published 18 December 2025 - Updated 11 June 2026 | Casey Scott McKay - marksy.us
Summary. This guide sets out how to contract with a manufacturer so that the brand retains the ability to make its own product somewhere else — which is the practical measure of every provision in the relationship. It begins with what actually transfers to a factory and works through tooling title, marking, liens, and possession on insolvency; the specifications and the copyright that reaches document copying and nothing else; and the process know-how that trade secret alone protects and that most supplier relationships fail to protect properly. The middle sections cover the residuals and improvement clauses that quietly transfer the next generation, component metering and serialisation, change control, and the audit right that must be unannounced to be worth anything. The closing sections address overruns and unauthorised production, enforcement against goods made abroad, exit and requalification, and the second source that converts every enforcement question into a choice.
Keywords: manufacturing agreement drafting · tooling title and marking · moulder liens · specification ownership · native file delivery · design patents before disclosure · trade secret reasonable measures · residuals carve out · improvement allocation · background scheduling · component metering · serialisation · unannounced audits · change control · overrun destruction · technology transfer on exit · escrow of specifications · second source qualification · section 337 · supplier insolvency
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