quality-agreement - SKILL.md Agent Skill

name: quality-agreement title: Quality Agreement for Contract Manufacturing description: Drafts Quality Agreements for pharmaceutical contract manufacturing. Assigns quality roles between product owners and CMOs under FDA cGMP (21 CFR 210/211), ICH Q7, and related guidance. Use when a user needs a quality agreement, CMO quality terms, or cGMP compliance agreement for contract manufacturing. author: CaseMark author_url: https://github.com/CaseMark/skills/tree/main/skills/legal/quality-agreement license: Apache-2.0 version: 0.1.0 execution_mode: open jurisdiction: us practice: life-sciences language: en tags: [agreement, drafting]

Quality Agreement for Contract Manufacturing

Drafts an enforceable Quality Agreement defining quality roles, responsibilities, and cGMP compliance obligations between a product owner and a contract manufacturing organization (CMO).

Prerequisites

Manufacturing/supply agreement — commercial terms, product scope, facility details
Regulatory identifiers — FDA Establishment IDs, DUNS, DEA registrations (if controlled), ISO certs
Product details — dosage form, API/finished product, classification (Rx, OTC, biologic)
Existing quality documents — prior quality agreements, SOPs, inspection history (483s, warning letters)
Specifications — approved specs, analytical methods, stability protocols

Search user-uploaded documents for existing agreements, specs, and regulatory correspondence before drafting.

Output Structure

Section	Key Contents
Parties & Scope	Legal names, regulatory IDs, product scope, exclusions, quality-over-commercial supremacy clause
Definitions	Regulatory terms, party-specific roles
Quality Unit Authority	Responsibility matrix (see below), independence provisions, escalation paths
Manufacturing & Documentation	Batch records, retention per 21 CFR 211.180, Part 11 compliance
Change Control	Categories, approval workflows, review timelines (see below)
Audit & Inspection	Routine/for-cause/unannounced rights, 483 response coordination
Quality Events & CAPA	Deviation reporting, investigation, CAPA approval, recall authority
Specifications & Release	Method validation (ICH Q2), OOS investigations, stability programs
Personnel & Training	Qualifications, training programs, key personnel change notice
Term & Termination	Duration, termination rights, transition obligations, survival clauses
Appendices	Change control forms, deviation templates, quality metrics, contacts

Quality Unit Responsibility Matrix

Function	Product Owner	CMO
Final batch disposition	●
In-process controls execution		●
Specification approval	●
Deviation investigation		●
Deviation report approval	●
Regulatory submissions	●
Environmental monitoring		●
Equipment qualification		●
Change control approval (major)	●
Complaint handling (mfg-related)		●
Recall decision authority	●

Notification Timelines

Event	Deadline
Critical quality event (safety/regulatory)	24 hours
Significant quality event	72 hours
Routine quality event	5 business days
Unannounced regulatory inspection	4 hours
Announced regulatory inspection	24 hours
Key personnel change	30 days advance

Change Control Framework

Category	Examples	Approval	Review Period
Minor	Admin SOP updates, like-for-like equipment	CMO QU (notify owner)	15 business days
Major	Critical process params, alt. suppliers, method revisions	Product owner QU written approval	30 business days
Emergency	Immediate safety/compliance	CMO implements → retrospective owner approval	Immediate

Change proposals must include: description, scientific justification, risk assessment (FMEA/ICH Q9), validation protocols if applicable, regulatory impact analysis, implementation timeline.

Audit Rights

Pre-approval — before manufacturing initiation
Routine — ≤24-month intervals, 30 days advance notice
For-cause — triggered by quality events or regulatory concerns
Unannounced — preserved right for serious quality/regulatory concerns
Scope — unrestricted access to batch records, validation reports, deviations, training records, personnel interviews, facility inspection
Post-audit — report within 30 days; CMO CAPA response within 15 business days

Batch Records & Documentation

Contemporaneous recording (indelible ink or validated electronic systems)
Complete material genealogy and traceability
CMO initial review: 5–10 business days post-batch completion
Product owner QU review: 10–15 additional business days before disposition
Retention: ≥1 year past expiry or 3 years post-distribution (whichever longer) per 21 CFR 211.180
Part 11 compliance: system validation, audit trails, data integrity controls

Termination & Transition

Non-renewal notice: ≥180 days before term expiry
Material breach cure: 60 days from written notice
Convenience termination: 180–360 days advance notice
Post-termination: CMO supports product through shelf life (stability, reserve samples, complaints, inspections)
Document transfer: Complete batch records and quality documentation within 90 days
Survival: Confidentiality (indefinite), record retention (regulatory periods), regulatory support (while product in distribution)

Guidelines

Use mandatory language ("shall," "must") — never aspirational ("should," "will")
Include explicit quality-over-commercial supremacy clause; quality decisions independent from commercial considerations
Align with FDA 2016 Guidance: Contract Manufacturing Arrangements for Drugs: Quality Agreements [VERIFY]
Address data integrity per FDA 2018 Data Integrity and Compliance with Drug CGMP guidance [VERIFY]
For international markets, incorporate ICH Q7, EU GMP Annex 11, WHO guidelines as applicable
Include cybersecurity provisions for manufacturing systems and confidential regulatory data
Quality agreement governs all quality matters; ensure no conflict with underlying supply agreement
If user provides 483s or warning letters, incorporate preventive measures addressing cited deficiencies