\n| <\/td>\n | \n D.<\/p>\n<\/td>\n | \n The Parties therefore wish to establish the terms and conditions of a
\nlong-term manufacturing agreement and thereby agree, for each product listed
\nunder Appendix A <\/strong>as revised and updated from time to time (the
\n“Products”), on the terms and conditions of (i) transfers by Customer to
\nSupplier of certain technical data relating to the products (ii) the overall
\nProduct manufacturing applicable by Supplier and related supply process to
\nCustomer, and (iii) the services to be provided by supplier in relation to the
\nProducts, also listed under Appendix A (the “Services”).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n
\nIT IS THEREFORE AGREED AS FOLLOWS:<\/p>\n<\/p>\n Article 1.<\/strong> Purpose<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 1.1<\/p>\n<\/td>\n | \n The purpose of this agreement (the “Agreement”) is to set forth the terms and
\nconditions for the manufacture and supply by Supplier to Customer of Products
\nand Services listed in Appendix A against purchase orders which may be placed by
\nthe Customer, now and then. It is expressly agreed that time shall be of the
\nessence, in accordance with the agreed lead-times.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 1.2<\/p>\n<\/td>\n | \n The terms of this Agreement shall apply to all orders of Products and
\nServices placed in accordance with the terms contained herein by the Customer
\nand by any entity directly or indirectly controlling, controlled by, or under
\ncommon control with the Customer (the “Affiliates”). Affiliates or the Customer
\nare intended to qualify as direct and indirect beneficiaries of this Agreement
\nas if signatories hereof. The term “the Customer” shall therefore include, for
\nthe purposes of this Agreement, The Customer and any and all Affiliate of the
\nCustomer placing an order for Products or Services with Supplier. As of today,
\nAffiliates are: Orolia Sas, Kannad Sas and McMurdo Ltd.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 1.3<\/p>\n<\/td>\n | \n All Products and Services supplied to Customer by Supplier shall conform to
\nthe technical specifications, manufacturing and supply rules and methods as
\ndescribed in the warranty Section 9 and more generally to all terms and
\nconditions contained and referred to in this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 2.<\/strong> Technical Data Transfer Scheme<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 2.1<\/p>\n<\/td>\n | \n A list of all Manufacturing Files and Information already provided or made
\navailable to Supplier by Customer on or before the execution of this Agreement
\nis set out under Appendix B. For the purpose of this Agreement the term
\n“Manufacturing Files Information” shall mean all information and data provided
\nby Customer with respect to the Product and Testing; it shall exclude Supplier153s
\nmanufacturing processes. Supplier acknowledges that all Manufacturing Files and
\nInformation supplied or made available to it under this Agreement are and shall
\nat all times remain the exclusive property of, and fully owned by Customer and
\nsupplied and made available to Supplier exclusively for the purpose of this
\nAgreement. Supplier further recognizes that it or any third party shall not
\nacquire any ownership or other right whatsoever on any of these manufacturing
\nfiles and information, including through the passing of time, and that upon
\ntermination or expiration of this Agreement for any reason whatsoever, the same
\nshall be returned to Customer in accordance with Article 14 below.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 2.2<\/p>\n<\/td>\n | \n A list of all specialist tools already provided or made available to Supplier
\nby Customer on or before execution of this Agreement is set out under Appendix
\nB. Supplier acknowledges that all tools supplied or made available to it under
\nthis Agreement are and shall at all times remain the exclusive property of, and
\nfully owned by Customer and are supplied and made available to Supplier
\nexclusively for the purpose of this Agreement. Supplier further recognizes that
\nit or any third party shall not acquire any ownership or other right whatsoever
\non any of these tools, including through the passing of time, and that upon
\ntermination or expiration of this Agreement for any reason whatsoever, the same
\nshall be returned to Customer in accordance with Article 14 below. It is the
\nresponsibility of Supplier to maintain and calibrate such tools at Supplier153s
\ncost for a mutually agreed life. Such tools must be clearly marked with
\nCustomer153s name and asset number.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 2<\/p>\n \n
\n\n\n\n| <\/td>\n | \n 2.3<\/p>\n<\/td>\n | \n Manufacturing of Products by Supplier under this Agreement shall be subject
\nto the prior issuance by Customer, for each Product, of a product and process
\nqualification. The products for which Supplier has already obtained such
\nqualification on or before the execution of this Agreement are set out under
\nAppendix A.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 2.4<\/em><\/p>\n<\/td>\n| \n In the event that new products would be manufactured by Supplier in
\naccordance with Article 10 below, Customer shall provide Supplier with the
\nspecifications and Manufacturing Files and Information of such new product and
\nwith the necessary specialist tools.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 2.5<\/em><\/p>\n<\/td>\n| \n The use of specialist tools may comprise the use of test software as
\nindicated in Appendix B. Nothing herein shall construe as granting to Supplier
\nany right or such test software through the authorized of the tools under this
\nAgreement. Such test software shall be treated as strictly confidential and
\nSupplier shall be responsible for recording revision of all test software and
\nregularly backing-up.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 2.6<\/em><\/p>\n<\/td>\n| \n It may, from time to time, be mutually agreed in writing that Supplier shall
\ndevelop and supply under its full responsibility some testing tools. In such
\ncase, Supplier shall transfer to Customer all the intellectual property rights
\npertaining to the tool, software, data or other related material upon conception
\nas outlined in clause 10.3<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 3. <\/strong>Supply of components by third-party suppliers :
\nSavings<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 3.1<\/em><\/p>\n<\/td>\n| \n For the purpose of manufacturing the Products hereunder, Supplier will source
\nparts from approved vendors or manufacturers, as specified by Customer in the
\nBill of Materials or Approved Vendor List (“BOM or “AVL”) that Customer will
\nsupply as part of the Manufacturing File and Information. Certain BOM and list
\nof approved vendors or manufacturers are already indentified under Appendix B.\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 3.2<\/em><\/p>\n<\/td>\n| \n Except as otherwise agreed in writing between the Parties, Supplier shall be
\nresponsible to any third party supplier for the acquisition and supply of any
\ncomponent and for the payment thereof. It is agreed that, while the Supplier
\nwill totally be responsible for Supplier Controlled Components, Supplier will
\nonly manage the relationship, the purchasing, procurement, incoming inspection
\nfor Customer Controlled Components as expressly identified as such in Appendix
\nD.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 3<\/p>\n \n
\nArticle 4.<\/strong> Purchase Orders : Forecasts : Lead Times : Stocks
\n: Delivery Dates<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 4.1<\/p>\n<\/td>\n | \n Customer will issue purchase order for Products under this Agreement
\naccording to a frozen shipment schedule described in Appendix C. Supplier will
\nlaunch procurements according to this schedule and Lead Times and as per rules
\ndescribed in said Appendix C, as needed for the proper fulfillment of the
\npurchase orders within the agreed Lead Times.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 4.2<\/p>\n<\/td>\n | \n All purchases orders placed by Customer shall be made in writing, sent either
\nby mail, by telecopy or by e-mail (confirmed by telecopy) to Supplier Planning
\nServices and shall include for each Product or Products so ordered:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n Customer purchase order reference,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n The exact Product reference and identification,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n The applicable technical revision level indicator,<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n The applicable purchase price, and,<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n –<\/p>\n<\/td>\n | \n The delivery terms and conditions including as to delivery date and place.\n<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 4.3<\/p>\n<\/td>\n | \n In order to constitute binding orders between the Parties, purchase orders
\nshall be subject to confirmation by Supplier, within a number of days, depending
\non whether there was a forecast, as indicated in Appendix C, elapsing from
\nreceipt by Supplier of the relevant Customer purchase order. Supplier shall
\nconfirm orders in writing. A written acknowledgement of receipt (or also
\nreferred to as “purchase order confirmation”) shall be addressed to Customer
\nScheduling Department and shall confirm quantities, price, delivery date and
\nplace according incoterms for the Products ordered within 5 working days at the
\nmaximum for un-forecasted Purchase Orders. Unless a written purchase order
\nconfirmation is sent to Customer Scheduling department within said time period,
\npurchase orders shall be deemed accepted and confirmed by Supplier upon expiry
\nof said confirmation period. Any modification to the terms and conditions shall
\nonly be accepted if confirmed in written form by both Parties. Supplier has the
\nobligation to accept any purchase orders issued by Customer in accordance with
\nthis Agreement and covered by forecast.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| <\/td>\n | \n 4.4<\/p>\n<\/td>\n | \n Only purchase orders confirmed in accordance with Article 4.3 above will
\ntrigger the manufacturing process by Supplier for the relevant products. This
\nAgreement shall in no manner constitute a general authorization, whether express
\nor tacit, granted by Customer to Supplier, to manufacture Products, or parts
\nthereof, in advance of actual purchase orders so confirmed. Customer shall in no
\nmanner have an obligation to purchase finished Products from Supplier other than
\nunder a purchase order accepted as set forth above.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 4.5<\/p>\n<\/td>\n | \n During the regular Monitoring Committee meetings, once per month during the
\nqualification process and then, once per quarter, Supplier shall advise Customer
\nin writing and documented of any excess or obsolete Components in its inventory
\nand their Delivered Cost (the “E&O List”). For the purpose of this
\nAgreement, “Delivered Cost” shall mean Supplier153s standard cost of Components as
\nstated on the bill of materials plus Supplier material overhead (MOH) costs.
\nWithin ten (10) business days of receiving Supplier153s E&O List, Customer
\nshall advise Supplier of any Component on the E&O List that believes is not
\nexcess or obsolete. After Receiving Supplier153s E&O List, Customer shall
\nissue to Supplier an Order for all obsolete Components and pay in accordance
\nwith Article 8 of this Agreement. For the purpose of this Section, the phrased
\n“obsolete Component” shall mean any component which is confirmed as being an
\nobsolete Component by Customer (based on the Supplier153s MRP information) because
\nit will not be used to manufacture Customer153s Product (whether as a result of an
\nECN or otherwise), and the term “excess Component” shall mean any Component
\nwhich is not required to meet Customer153s 12 months Forecast to which such
\nComponent was initially ordered. Supplier shall report any non expected events:
\nConcession, waiver, yields below standard, fails during FQC (Final Quality
\nControl),166<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 4<\/p>\n \n
\n\n\n\n| <\/td>\n | \n 4.6<\/p>\n<\/td>\n | \n Supplier undertakes to maintain at all times during this Agreement and under
\nits own responsibility a safety stock of Products and\/or a minimum stock of
\ncomponents as indicated in Appendix C.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 4.7<\/p>\n<\/td>\n | \n The stock of production components under Customer ownership shall be kept
\nunder the custody of the Supplier, at the Customer153s own cost and Supplier153s
\nrisk. Supplier will not source any such components from third-party suppliers
\nuntil such inventory is fully consumed.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 5.<\/strong> Delivery : Packaging & Shipping<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 5.1<\/p>\n<\/td>\n | \n Supplier shall deliver the Products DDP (INCOTERM 2010 of the ICC) a location
\nin the UK (to be confirmed by MoD)<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 5.2<\/p>\n<\/td>\n | \n Supplier acknowledges that time of delivery is of essence and that forecasts
\nprovided to Supplier will be established on the basis of delivery programs and
\nobligations in force between Customer and its own clients. Delivery in due time
\n(as per Appendix C) by Supplier is therefore an essential obligation under this
\nAgreement and Supplier acknowledges that Customer153s decision to contract with
\nSupplier was based on the latter153s ability to supply the Products in accordance
\nwith Customer153s needs and constraints.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 5.3<\/p>\n<\/td>\n | \n Supplier shall inform, by written notice (i.e. email, confirmed via fax), as
\nsoon as reasonably possible Customer of any late deliveries or risk thereof and
\nprovide Customer with an explanation of the reasons for such failure, the
\nmeasures taken by Supplier to remedy such delay, as well as the next possible
\ndate of delivery. In case of failure to make a delivery on the contractually
\nrequested delivery date (as outlined in Appendix C), Supplier shall be liable
\nfor the late delivery penalties as outlined in Appendix C.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 5.4<\/p>\n<\/td>\n | \n Delivery delays in delivery exceeding five (5) working days beyond the
\nmutually agreed written contractual date of delivery shall render the Supplier
\nbe liable for liquidated damages. When no due date has been agreed, the delivery
\nLead-Times in Appendix C shall apply. The liquidated damages shall be calculated
\non the price of the delayed Products not delivered on the mutually agreed
\ndelivery date. The liquidated damages shall be one percent (1%) of the second
\ncalendar week and two percent (2%) for the third and two (2%) for the fourth
\nweek of delay of the price of delayed Products not delivered on the mutually
\nagreed delivery date up to a maximum of five (5) percent of the price of delayed
\nProducts not delivered on the mutually agreed date. In the event that the
\nProducts are not delivered after week four (4), it has been agreed that the
\nliquidated damages scheme would re-start based on the mutually agreed
\nre-acknowledgment delivery date. Supplier shall be obliged to notify a
\nre-acknowledgement date as soon as it become aware of a potential delay that
\nwould go beyond four (4) weeks delay. The possibility to make partial deliveries
\nshall be mutually and agreed between the parties in advance.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 5<\/p>\n \n
\n\n\n\n| <\/td>\n | \n 5.5<\/p>\n<\/td>\n | \n Packaging and shipping shall be made in accordance with the standards and
\nspecifications set out in Appendix E, and more generally so as to protect the
\nProducts from any defects that may result from the transport. Packing slips will
\nbe attached to any Product delivery and, where applicable, will include the
\nserial number of the Product and any relevant identification element.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 5.6<\/p>\n<\/td>\n | \n Transfer of ownership and risks of the Products shall pass to Customer on
\ndelivery in accordance with the agreed incoterms.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 5.7<\/p>\n<\/td>\n | \n Supplier undertakes to comply with health, safety and environmental rules and
\nregulations applicable to the manufacturing of the Products accordingly, inform
\nCustomer (For this article, Customer is Signature Industries Ltd) that contains
\na substance or a material, which could pollute the environment or may be
\ndangerous or hazardous for human health or the security of persons, even if such
\nrisk may only arise after a wrongful use or manipulation of the Product.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 5.8<\/p>\n<\/td>\n | \n The Products sold are verified by the Supplier in its factory as being
\ncompliant with the terms and conditions of this Agreement and with Customer
\nspecifications. Supplier shall send Customer a certificate of internal
\nacceptance proving that all mutually agreed tests have been successfully passed.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 6.<\/strong> Quality Standards : Business continuity : Audits\n<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 6.1<\/p>\n<\/td>\n | \n Technical specifications applicable to the Products are given by the
\ntechnical revision level indicator provided in each purchase order. Technical
\nmodification requirements regarding the Products or its components shall be
\naddressed by Customer to Supplier in accordance with article 11 below.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 6.2<\/p>\n<\/td>\n | \n The Products shall be manufactured in accordance with (a) the applicable
\ntechnical standards and the procedure described in the Manufacturing Files and
\nInformation provided to Supplier upon execution of this Agreement or
\nsubsequently thereafter, and more generally in accordance with (b) Customer BOM
\ninformation as per Appendix B, (c) the certifications as provided in Appendix F,
\n(d) applicable industry standards. In particular, Supplier shall proceed with
\nall controls and tests described in such files.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 6.3<\/p>\n<\/td>\n | \n Supplier is currently ISO 9001-2008 certified and shall during the term of
\nthis Agreement be and remain ISO certified and maintain management quality
\ncriteria described in the Quality Assurance Agreement attached hereto as
\nAppendix F. Supplier further undertakes to maintain during the term of this
\nAgreement the certificates listed in Appendix F. Supplier shall also maintain
\nduring the term of this agreement its business continuity plan as described in
\nsaid Appendix F. Without prejudice to the provisions of Article 6.4, Supplier
\nshall allow visits or operational related audits of its manufacturing and
\ninventory site by either Customer or Customer153s clients, upon Customer153s prior
\nnotification, during normal business days and hours, at conditions that will be
\nmutually agreed beforehand.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 6<\/p>\n \n
\n\n\n\n| <\/td>\n | \n 6.4<\/p>\n<\/td>\n | \n Upon advance reasonable prior written notice from Customer and subject to the
\nexecution of an appropriate nondisclosure agreement by external auditors, if
\nany, to comply with Supplier153s confidentiality rules, Supplier shall provide
\nsuch auditors, as Customer may from time to time designate in such notice, with
\nreasonable access, during normal business days and hours, to the manufacturing
\nand inventory sites of Supplier for the purpose of performing audits to verify
\nthe nature, quality and quantity of any and all components, elements or
\nsub-assemblies used to manufacture the Products, to examine the manufacturing
\nprocess, tests and controls performed by Supplier, the performance of the
\nspecialist tools used, and more generally, any element in relation with the
\nquality of the Products. Supplier shall provide to such auditors any reasonable
\nadditional assistance on site that they reasonably require, at no cost to
\nCustomer nor such auditors. Customer and its representatives acknowledge that
\ntheir presence on Supplier153s property is at their sole risk. If the audit
\nperformed by Customer reveals any deficiencies, concerns and\/or recommendations,
\nboth Parties shall, upon written request to that effect sent by Customer, review
\nand carry out remedial action in accordance with the corrective action.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 6.5<\/p>\n<\/td>\n | \n Customer shall have the right to reject any Product in accordance with
\nArticle 9 (“Warranty”) not compliant with the agreed requirements and
\nspecifications (such as without limitation, manufactured in violation of the
\napplicable technical specifications set out in the manufacturing files or
\notherwise applicable).<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 6.6<\/p>\n<\/td>\n | \n Supplier shall keep all records and documentation necessary to bring evidence
\nof activities and results obtained in relation to Products manufacturing. When
\nappropriate, on specific Customer153s request, some documentation in relation with
\ncontrols and tests carried out such as, management reviews, corrective and
\npreventive actions reviews and plans, process qualifications, will be kept by
\nSupplier for a period of time mutually agreed upon by the Parties and Supplier
\nhereby authorizes Customer to obtain, upon first demand, copies of such
\ndocumentation.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 7<\/p>\n \n
\nArticle 7.<\/strong> Services<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 7.1<\/p>\n<\/td>\n | \n Supplier shall provide the Services described in Appendix A, in accordance
\nwith the service levels and specifications set out in Appendix H.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 7.2<\/p>\n<\/td>\n | \n The Services shall be ordered through a purchase order or through a
\nformalised authorisation form.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 8.<\/strong> Prices and Payments<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 8.1<\/p>\n<\/td>\n | \n Supplier will supply the Products and Services to Customer in accordance with
\nthe prices set out in Appendix C.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 8.2<\/p>\n<\/td>\n | \n Invoices shall be directly addressed by the Supplier, to the Accounting
\nDepartment as indicated in the order. Each invoice shall be expressed in the
\ncurrency stipulated in the order.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 8.3<\/p>\n<\/td>\n | \n Payment shall be made following invoice and Thirty (30) days net of receipt
\nof relevant undisputed invoice and delivery of compliant Products and Services.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 9. <\/strong>Warranties<\/p>\n<\/p>\n\n\n\n| <\/td>\n | \n 9.1<\/p>\n<\/td>\n | \n Supplier warrants that the Products shall, during the mutually agreed
\nwarranty period (hereinafter referred to as “the Warranty Period”), be a) free
\nfrom defects in manufacturing process, workmanship and, in the event of a
\nSupplier Controlled Material (subject to the provision hereinafter with regards
\nto Customer Controlled Material), material and b) compliant with the Customer
\nspecifications and the requirements contained in or referred to in this
\nAgreement. The Products shall be manufactured in conformity with such applicable
\nspecifications. With respect to Customer Controlled Material included in the
\nProducts, Supplier warrants that the incoming inspection has been performed by
\nSupplier with all due care and skill and in accordance with industry standards
\nin order to ensure that the Customer Controlled Material comply with Customer
\nspecifications and the needs and requirements of this Agreement.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n 9.2<\/p>\n<\/td>\n | \n The Warranty Period applicable to the Products shall be thirty six (36)
\nmonths commencing on the date of manufacture in accordance with the Product date
\ncode. Supplier shall, at its option and its expense, either repair or replace
\nany defective Products during the Warranty Period, at no cost for Customer.
\nReplacement shall be made within a commercially reasonable number of days of the
\ndate of return of the defective Product or within that number of days as agreed
\nunder relevant purchase order. Any repaired or replaced Product shall be
\nwarranted as set forth in this Article for a period equal to the greater of (i)
\nthe balance of the applicable warranty period relating to such Product or (ii)
\nninety (90) days after it is received by Customer. All returns shall state the
\nspecific reason for such return.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n 9.3<\/p>\n<\/td>\n | \n Supplier shall pay all transportation costs (including freight costs and
\npackaging fees) for returns of the Products to Supplier pursuant to this Article
\n9 and for the shipment of the repaired or replacement Products to Customer, and
\nshall bear all risk of loss and damage to such Products while in transit.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 8<\/p>\n \n
\n\n\n\n| <\/td>\n | \n 9.4<\/p>\n<\/td>\n | \n Exclusions from Warranty. The warranty will not cover defects or failures
\nresulting from (a) Customer153s design of Products and (b) if and to the extent
\nthe defect is due to neglect, abuse, misuse, accident improper handling,
\ntesting, storage or installation including improper handling in accordance with
\nstatic sensitive electronic device handling requirements of the concerned
\nProduct by Customer, its agents or its clients, (c) alterations, modifications
\nor repairs by Customer or third parties, unless in agreement with Supplier or
\n(d) defective Customer-provided test equipment or test software.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 10.<\/strong> New Products<\/p>\n<\/p>\n\n\n\n| \n 10.1<\/p>\n<\/td>\n | \n In the event Customer desires to subcontract to Supplier the manufacture of
\nnew products, Customer shall provide Supplier with initial manufacturing data
\nand with the necessary specialist tools enabling Supplier to evaluate the
\ninitial investment required to initiate such manufacturing.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 10.2<\/p>\n<\/td>\n | \n Customer shall, after agreement by the Parties on the price per unit for the
\nsupply of any new product as well as the initial investment required to be paid
\nby Customer, where applicable, provide Supplier with the complete specifications
\nand information (industrial files) in connection with this new product.<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n\n\n\n| \n 10.3<\/p>\n<\/td>\n | \n The Parties acknowledge that all Intellectual Property Rights owned by the
\nother party prior to the date of this Agreement shall remain the property of
\nthat party (Background intellectual Property Rights). No intellectual property
\nrights shall be transferred under this Agreement except for the intellectual
\nproperty rights in new products, manufacturing files, software (if applicable),
\nspecifications, documentation, tools and other material created or modified and,
\nif so agreed between the Parties, paid for by Customer under this Agreement
\npursuant to Customer153s request and specifications (hereafter referred to as
\n“Materials”), such Intellectual Property Right shall vest in Customer absolutely
\nupon creation (or upon payment if such payment is agreed between the Parties).\n<\/p>\n<\/td>\n<\/tr>\n | \n| \n 10.4<\/p>\n<\/td>\n | \n The Supplier undertakes not to retain copies of the Material following the
\nexpiry or termination of this Agreement without the prior written consent of
\nCustomer.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 10.5<\/p>\n<\/td>\n | \n All intellectual property rights developed by Customer shall always remain
\nvested in Customer.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 10.6<\/p>\n<\/td>\n | \n Should the Supplier be the developer of such Material, then Supplier shall
\ntransfer to Customer all the intellectual property rights pertaining to the
\nMaterial upon their conception. Such intellectual property rights shall be
\ntransferred to Customer for all countries and for the entire duration of the
\nintellectual property rights. The intellectual property rights so transferred
\ninclude, in particular, any modification, upgrades, enhancements or changes to
\nthe Material, which Customer may carry out, or have carried out by Supplier or a
\nthird party and the rights to reproduce, commercially use and distribute the
\nMaterial.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 9<\/p>\n \n
\nArticle 11.<\/strong> Modification of Products : ECO : EOL<\/p>\n<\/p>\n\n\n\n| \n 11.1<\/p>\n<\/td>\n | \n Supplier shall inform Customer of any changes to the production process, the
\nproduction location, the production line, the technology, sub-contractors or
\nsuppliers used. Upon notification, Customer shall have the right to proceed to
\nany verification in this respect and obtain from Supplier initial samples. Any
\nnotified modification, shall in order to be carried out, be subject to the prior
\nwritten approval of Customer.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 11.2<\/p>\n<\/td>\n | \n Customer shall have the right to request from Supplier certain technical
\nmodification requirements regarding the Products. Within one week from
\nCustomer153s written request, Supplier shall provide Customer with an estimate of
\nthe time and cost to carry out such modifications, which shall, in any case, be
\nsubject to written authorization by Customer. Supplier will take all necessary
\nactions to implement such modifications according to Customer153s requirements.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 11.3<\/p>\n<\/td>\n | \n Supplier shall not modify the Products, its components or technical
\nspecifications or bring modifications to the manufacturing process without the
\nwritten prior approval of Customer. Supplier shall be responsible for the
\nimplementation of such modifications, including the implications of these
\nmodifications on the related inventory. The parties shall mutually agree the
\ndate of implementation of approved modifications.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 11.4<\/p>\n<\/td>\n | \n The procedure for the above possible changes (“engineering change
\nnotification” or “ECN”) is described in Appendix G.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 11.5<\/p>\n<\/td>\n | \n Supplier shall provide end of life (“EOL”) services for a period identified
\nin Appendix H and starting from last production run, including maintenance of
\nequipment, know-how and required materials. Customer will advise of Product
\ndiscontinuance with a minimum notice period identified in said Appendix H prior
\nto the last production run, along with a firm forecast. Customer is responsible
\nfor minimizing inventory exposure and lifetime buys of parts during this period.
\nNo lifetime buys will be purchased without prior written consent from Customer,
\nthese parts will become Customer153s property upon receipt, and will be invoiced
\naccordingly. Supplier will negotiate phased deliveries of lifetime buys as per
\nthe rules under Appendix H, proactively monitor component life cycles and advise
\nCustomer accordingly. Any relevant EOL\/PCN information that Supplier receives
\nfrom parts vendors must be promptly relayed to Customer. Lifetime buys resulting
\nfrom component EOL will be handled as for Product EOL described above.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 10<\/p>\n \n
\nArticle 12.<\/strong> Term<\/p>\n<\/p>\n\n\n\n| \n 12.1<\/p>\n<\/td>\n | \n This Agreement shall become effective as of the date of 11th of July 2011
\n(“Effective Date”) and by execution by both Parties and, unless earlier
\nterminated as provided herein, shall continue in effect for a period of two (2)
\nyears. Upon expiry of the initial term, this Agreement shall continue from year
\nto year until one Party terminates the Agreement in accordance with Article 13.\n<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 13. <\/strong>Termination<\/p>\n<\/p>\n\n\n\n| \n 13.1<\/p>\n<\/td>\n | \n Customer may, in case of a breach of obligation relating to a specific order
\nand in the event such breach has not been remedied within thirty (30) days
\nfollowing the written notice to do so, terminate the correspondent order only
\nand decide, at its own discretion, to pursue the Agreement.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 13.2<\/p>\n<\/td>\n | \n Either Party may terminate this Agreement immediately and automatically in
\nwriting, without any advance or prior notice, upon the occurrence of the
\nfollowing events: (i) to the extent permitted by law, in the event that the
\nother undergoes a bankruptcy proceedings or otherwise becomes insolvent or is
\nstuck by any other bankruptcy-related judicial procedure, or (ii) enter into or
\nfile a petition, arrangement or proceeding seeking an order for relief under the
\nbankruptcy laws of its respective its respective jurisdiction; (iii) enter into
\na receivership of any of its assets or (iv) enter into a dissolution or
\nliquidation of its assets or an assignment for the benefit of its creditors.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 13.3<\/p>\n<\/td>\n | \n Either Party may terminate this Agreement for convenience, at any time by
\nwritten notice given (i) to Supplier at least six months prior to the date on
\nwhich such termination is to become effective in the which such termination is
\nto become effective in the case Customer is the terminating Party and (ii) to
\nCustomer at least six months prior to the date on which such termination is to
\nbecome effective in the case Supplier is the terminating Party, subject to the
\nprovision in Article 8.1<\/p>\n<\/td>\n<\/tr>\n | \n| \n 13.4<\/p>\n<\/td>\n | \n Upon expiration or termination of this Agreement for any reason, unless
\notherwise instructed by Customer, Supplier shall return to Customer all
\ndocuments, specialist tools and material provided by Customer within thirty (30)
\ndays of expiration or termination on mutually agreed costs in accordance with
\nthe mutually agreed Incoterms 2010. Upon expiration or termination of this
\nAgreement for any reason, unless otherwise instructed by Supplier, Customer
\nshall return to Supplier all Supplier Confidential Information within thirty
\n(30) days of expiration or termination on mutually agreed costs in accordance
\nwith the mutually agreed Incoterms 2010.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 13.5<\/p>\n<\/td>\n | \n Except in the event of termination for breach of the Supplier either of the
\norder or of the Agreement as outlined in 13.1, In the event of the termination
\nof this agreement, Customer shall (subject to any other agreement of the Parties
\nat the time) be required:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 11<\/p>\n \n
\n\n\n\n| <\/td>\n | \n a)<\/p>\n<\/td>\n | \n To purchase from Supplier the ordered and finished Products which at the date
\nof termination have been manufactured by Supplier (and which have not already
\nbeen paid for by Customer), and<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n b)<\/p>\n<\/td>\n | \n To pay Supplier for the components or other raw materials ordered by Supplier
\nsolely for the performance of its obligations hereunder including Work in
\nProgress corresponding to a purchase order issued by Customer, up to level
\nmutually agreed by the Parties during their last Monitoring Committee meeting
\nfor the purchase price including material overhead of such components or raw
\nmaterials.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 13.6<\/p>\n<\/td>\n | \n In case of termination, Supplier shall provide Customer with commercially
\nreasonable support and assistance necessary for the transfer by Customer of the
\nmanufacturing of the concerned Products to another supplier. The costs for such
\nsupport shall be mutually agreed between the parties.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 13.7<\/p>\n<\/td>\n | \n In the event Customer terminates this Agreement or any Order hereunder as a
\nresult of a breach by Supplier, Customer shall purchase:<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n a)<\/p>\n<\/td>\n | \n The contract price for all finished Products existing at the time of
\ntermination;<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | \n b)<\/p>\n<\/td>\n | \n Components pursuant to Article 4.7 and<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| <\/td>\n | \n c)<\/p>\n<\/td>\n | \n Customer Controlled Components<\/p>\n<\/td>\n<\/tr>\n | \n| \n 13.8<\/p>\n<\/td>\n | \n The provisions of Articles 2, 8, 9, 13, 14, 15, 16, 19, 20 and 21 shall
\nsurvive any termination or expiration of this Agreement.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 14. <\/strong>Confidentiality<\/p>\n<\/p>\n\n\n\n| \n 14.1<\/p>\n<\/td>\n | \n Specifications applicable to the Products, Services, designs, drawings,
\ntechnical data, samples, financial data and any other information whatsoever,
\nprovided to the Supplier by Customer under this Agreement (“Confidential
\nInformation”) shall be considered as strictly confidential during the term of
\nthis Agreement and for a period of four (4) years thereafter.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 14.2<\/p>\n<\/td>\n | \n Confidential Information may be subject to specific requirements from
\nCustomer, as will be then notified and discussed with Supplier.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 14.3<\/p>\n<\/td>\n | \n Customer shall keep Supplier153s Confidential Information received under this
\nAgreement strictly confidential during the term of this Agreement and for a
\nperiod of four (4) years thereafter, provided such Confidential Information has
\nbeen marked as confidential at the time of its disclosure or, if disclosed
\norally or visually, has been reduced in writing and marked as confidential
\nwithin fifteen (15) days following the disclosure.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 14.4<\/p>\n<\/td>\n | \n The Receiving Party shall not obligated to maintain in confidence: (i)
\nConfidential Information which is, or subsequently may become, within the
\nknowledge of the public generally or which is in the public domain, through no
\nfault of the Receiving Party, (ii) Confidential Information which the Receiving
\nParty can show was previously known to it as a matter of record at the time of
\nreceipt; (iii) Confidential Information which may be obtained lawfully from a
\nthird party who as obtained the Confidential Information through no fault of the
\nReceiving Party, (iv) Information that was independently develop by either Party
\nwithout recourse to the Confidential Information or (v) which is required to be
\ndisclosed pursuant to the requirement of a government or regulatory agency or by
\noperation of law.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 12<\/p>\n \n
\n\n\n\n| \n 14.5<\/p>\n<\/td>\n | \n Supplier acknowledges that neither this Agreement not the purchase orders
\nunder this Agreement shall confer upon Supplier any license rights or
\nintellectual property rights with regard to the Products or any Confidential
\nInformation. Unless otherwise stated in the termination provisions of this
\nAgreement, Supplier shall not manufacture, assemble or repair any Product and
\nsupply any Services, after termination or expiration of this Agreement, without
\nthe prior written consent of Customer.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 14.6<\/p>\n<\/td>\n | \n Customer acknowledges that, unless otherwise stated in this Agreement,
\nneither this Agreement nor receipt of any Confidential Information from Supplier
\nshall confer upon Customer any license rights or intellectual property rights
\nwith regard to Supplier153s Confidential Information.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 15. <\/strong>Indemnification<\/p>\n<\/p>\n\n\n\n| \n 15.1<\/p>\n<\/td>\n | \n Supplier shall defend, indemnify and hold Customer harmless from any and all
\nthird party demands, actions, causes of action, proceedings, suits, judicial,
\ntax or similar official assessments, liabilities, claims, damages, settlements,
\njudgments, interest, costs and expense, of every kind, arising out of based on
\nany actual or alleged infringement, in relation to any Products, of any patents,
\ncopyrights, trade secrets, or other intellectual property rights, unless
\nSupplier can evidence that the infringement claim results from the use by
\nSupplier of Manufacturing File and Information provided by Customer under this
\nAgreement, provided Customer gives Supplier notice of the claim as set forth
\nbelow, allows Supplier sole control of the defence or settlement of the claim,
\nand reasonably cooperates with Supplier in such defence or settlement, at
\nSupplier153s cost.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 15.2<\/p>\n<\/td>\n | \n Customer shall defend, indemnify and hold Supplier harmless from any and all
\nthird party demands, actions, causes of action, proceedings, suits, judicial,
\ntax or similar official assessments, liabilities, claims, damages, settlements,
\njudgments, interest, costs and expense, of every kind, arising out of based on
\nany actual or alleged infringement, in relation to the use of Manufacturing File
\nand Information provided to Supplier hereunder, of any patents, copyrights,
\ntrade secrets, or other intellectual property rights, provided Supplier gives
\nCustomer notice of the claim as set forth below, allows Customer sole control of
\nthe defence or settlement of the claim, and reasonably cooperates with Customer
\nin such defence or settlement, at Customer153s cost.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 15.3<\/p>\n<\/td>\n | \n Each Party shall immediately notify the other upon learning of any existing
\nor potential infringement. In the case of any alleged infringement by Products
\nor Services, Supplier undertakes, within a reasonable time period, not to exceed
\nthree months and at its own cost, to procure the right for Customer or its
\nclients to continue using and selling Products or to modify, in accordance with
\narticle 11 above, the Products so as to be non-infringing and substantially
\nequivalent in functionality. In the case of any alleged infringement by the
\nManufacturing File and Information provided to Supplier by Customer hereunder,
\nCustomer undertakes, within a reasonable time period, not to exceed three months
\nand at its own cost, to procure the right for Supplier to continue using them
\nfor the purpose of this Agreement or to modify them so that they become
\nnon-infringing.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n 13<\/p>\n \n
\nArticle 16.<\/strong> Liability and Limitation of Liability<\/p>\n<\/p>\n\n\n\n| \n 16.1<\/p>\n<\/td>\n | \n In no event shall either party be liable for any indirect, consequential,
\nincidental, punitive or special damages whatsoever resulting from loss of use,
\ndata or profits, even is such other party has been advised of the possibility of
\nsuch damages. For the purpose of this section, both lost profit and damages
\nresulting from value added to the Product by Customer after the delivery by
\nSupplier shall be considered consequential damages.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 16.2<\/p>\n<\/td>\n | \n In no event shall either party153s liability per year for all claims for direct
\ndamages arising out of or relating to this Agreement exceed 5,000,000.<\/p>\n<\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n<\/p>\n \n\n\n| \n 16.3<\/p>\n<\/td>\n | \n The limitations set forth in this Article shall apply where the damages arise
\nout of or relate to the Agreement.<\/p>\n<\/td>\n<\/tr>\n | \n| \n 16.4<\/p>\n<\/td>\n | \n Notwithstanding the foregoing, the exclusions and limitations set forth
\nherein shall not apply to limit (i) Customer153s obligation to pay the agreed
\nprice in accordance with the terms and conditions set forth in this Agreement
\n(including pursuant with Article 4.7); (ii) a Party153s obligation to indemnify
\nthe other Party against third party153s claim for personal injury or death; or
\n(iii) actual damages required to be paid to any third party as a result a any
\nthird party right infringement claim (pursuant Article 15).<\/p>\n<\/td>\n<\/tr>\n | \n| <\/td>\n | <\/td>\n | <\/td>\n<\/tr>\n<\/tbody>\n<\/table>\n Article 17.<\/strong> Assignment<\/p>\n<\/p>\n | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | | |