The contract
Updated
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Four clauses carry the weight; the rest is ordinary commercial terms.
Four clauses
Specification ownership, food safety responsibility, acceptance criteria, and exit.
Who owns the specification
Yours, confidential, not to be produced for anybody else.
Ask for the scaled process back, including whatever they changed during scale-up, because a fermentation or a thermal process that was adjusted for their equipment is knowledge you need to move.
And be explicit about raw material substitutions, because a different juice or a different tea lot changes the specification even when the formula reads the same.
Who holds the food safety position
The clause specific to this category.
If there is juice, whose HACCP plan covers the product, who validated the 5-log step, and do you receive the monitoring records for every batch?
Who is named on the label as the responsible firm?
Who owns the shelf life data, and who re-runs it when something changes?
And for a fermented product, who is responsible if it tests above 0.5 percent after distribution, and who pays for the testing that would have caught it?
Acceptance and a bad run
Written criteria against your specification: Brix, pH, acidity, carbonation, fill level, appearance and taste.
Who tests, on what sample rate, and whether you get the results.
What happens when a batch fails, and who pays for materials, packaging, labor and disposal.
And what happens when a fault appears after delivery, which for shelf life, pressure and alcohol is the realistic case, because all three appear weeks later.
Plus notice period, ownership of components held at their site, and copies of the batch records, which you need and which are a bad thing to ask for the first time on the way out.