Common use of EPIDEMIC CONDITION Clause in Contracts

EPIDEMIC CONDITION. If during the term of this Agreement and for [*] after the last shipment date of MATERIAL under this Agreement Company notifies Supplier that MATERIAL shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL within fifteen (15) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIAL, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAP, then Company shall have the right to suspend all or part of its unshipped orders without liability to Company until such time as a mutually acceptable solution is reached. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that MATERIAL shipped contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the MATERIAL has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Specification. The MTBF parameter of MATERIAL is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company's written instructions. (b) Ship all subsequent MATERIAL incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage borne by Supplier) and/or (3) terminate this Agreement without further liability.

EPIDEMIC CONDITION. If during the term of this Agreement and for [*] six (6) months after the last shipment date of MATERIAL under this Agreement Company notifies Supplier that MATERIAL shows evidence of an "Epidemic Condition," has occurred, Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL within fifteen five (155) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIAL, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAP, then Company shall have the right to suspend all or part of its unshipped orders without liability to Company or Supplier until such time as a mutually acceptable solution is reached. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that MATERIAL shipped contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the MATERIAL has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Specification. The MTBF parameter of MATERIAL is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company's written instructions. (b) Ship all subsequent MATERIAL incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage borne by Supplier) and/or (3) terminate this Agreement without further liability.

EPIDEMIC CONDITION. If If, during the term of this Agreement and for [*] five years after the last shipment date of MATERIAL Material under this Agreement Agreement, Company notifies Supplier that MATERIAL Material shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL Material within fifteen ten (1510) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-frame is permissible upon mutual written agreement of the partiesParties. Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIALMaterial exhibiting the epidemic condition, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAP, then Company shall have the right to suspend all or part of its unshipped orders without liability to Company until such time as a mutually acceptable solution is reached. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that MATERIAL four (4) percent or more of Material installed or four (4) percent or more of Material shipped during any two consecutive months, or four (4) percent or more of the Material tracked by Company's Field Quality Engineering contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the MATERIAL Material has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Technical Specification. The MTBF parameter of MATERIAL Material is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Technical Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company's written instructions. (b) Ship all subsequent MATERIAL incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage borne by Supplier) and/or (3) terminate this Agreement without further liability.that

EPIDEMIC CONDITION. If If, during the term of this Agreement and for [*] one year after the last shipment date of MATERIAL Material under this Agreement Company Agreement, Lucent notifies Supplier BroadBand that MATERIAL any Material shows evidence of an "Epidemic Condition," Supplier caused by BroadBand's manufacturing and not by any specifications, designs, instructions, component suppliers or materials provided by or approved by Lucent, BroadBand shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL within fifteen (15) working days of such notificationMaterial, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). BroadBand shall provide the CAP within ten (10) days of receiving information from Lucent reasonably required to identify and replicate the problem and prepare the CAP. An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to SupplierBroadBand, Company Lucent shall have the right to postpone all or part of the shipments of unshipped MATERIALMaterial exhibiting the Epidemic Condition, by giving written notice of such postponement to SupplierBroadBand, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier BroadBand of its shipment liability and Company Lucent of its shipment acceptance liability. Should Supplier BroadBand not agree to the existence of an Epidemic Condition or should Company Lucent not agree to the CAP, then Company shall have the right to suspend all or part of its unshipped orders without liability to Company until such time as a mutually acceptable solution is reachedmatter will be handled in accordance with the clause DISPUTE RESOLUTION. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that MATERIAL four (4) percent or more of Material installed or four (4) percent or more of Material shipped during any two consecutive months, or four (4) percent or more of the Material tracked by Lucent's Field Quality Engineering contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the MATERIAL material has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Technical Specification. The MTBF parameter of MATERIAL Material is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Technical Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company's written instructions. (b) Ship all subsequent MATERIAL incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage borne by Supplier) and/or (3) terminate this Agreement without further liability.

EPIDEMIC CONDITION. If Notwithstanding any other provision of this Agreement, if during the term Term of this Agreement and for [*] seven (7) years after the last shipment date of MATERIAL Product under this Agreement Agreement, Company notifies Supplier that MATERIAL Product shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL Product within fifteen five (155) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-time frame is permissible upon mutual written agreement of the parties. Epidemic Condition shall not include any defects, design flaws, failures modes, or other such causes of Epidemic Conditions that were in existence prior to the transfer of Products from Company to Supplier, nor shall it include Products manufactured by Company or the Novus EMS during the Novus Transition Period Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIALProduct, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAPCAP (such agreement not to be unreasonably withheld), then Company shall have the right to suspend all or part of its unshipped orders Orders of the Product without liability to Company until such time as a mutually acceptable solution is reachedreached or verification that an Epidemic Condition does not exist. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1a) Failure reports or statistical samplings show that MATERIAL shipped contain Product tracked by Company or Supplier contains a potential safety hazard (such as risk of personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type.; or (2b) Reliability plots of relevant data indicate that the MATERIAL has actual Mean Time Between Failures (MTBF) of less than 80% A failure of the MTBF stipulated Product to meet the regulatory requirements in effect at the time the Product was purchased by Company and such failure creates a condition causing a loss of service to end-users or inoperability of the Product; or (c) A failure of the Product to conform to the Specification where such failure causes the field failure rate of Product to exceed twice the acceptable failure rate as defined in the Specification. The MTBF parameter of MATERIAL is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. ; Only major hardware failures form/fit/functional and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could Product may be either sampled or, a at Company's option, 100% audited at Company Company's or Supplier's warehouses, factories factories, or Company's customers' locations. If MATERIAL Product is sampled, the data must have eighty percent (80% %) or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include isolated or random defects, flaws and/or failures, or failures due to Company or customer misapplication, unauthorized repairs, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the an Epidemic Condition and Company agrees shall occur, the parties shall agree to cooperate with each other in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, investigation of the root cause of the failure. Supplier shall: (a) Incorporate Provide technical and/or product support resources reasonably necessary to meet a mutually agreed upon remedy and implementation schedule, which shall be dictated by the remedy in urgency of the affected MATERIAL in accordance with problem and its effect on Company's written instructions.customers and Supplier's business. Company shall provide Supplier with a reasonable amount of technical assistance to identify Epidemic Conditions; and (b) Ship Upgrade, repair, replace, or retrofit all subsequent MATERIAL incorporating Product reasonably requiring change to remedy the required modification correcting the defect(s) Epidemic Condition at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costsbear the entire cost of redesigning the Product, if required, and implementing the necessary changes. Supplier shall bear risk of in loss or in-transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon scheduleProduct. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage loss shall be borne by Supplier) and/or Supplier (3) terminate this Agreement without further liabilityexcept for Product with flaws or errors in design by Company).

EPIDEMIC CONDITION. If during the term of this Agreement and for [*] * * * after the last shipment date of MATERIAL under this Agreement Company notifies Supplier that MATERIAL shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL within fifteen (15) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIAL, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAP, then Company shall have the right to suspend all or part of its unshipped orders without liability to Company until such time as a mutually acceptable solution is reached. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that MATERIAL shipped contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the MATERIAL has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Specification. The MTBF parameter of MATERIAL is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company's written instructions. (b) Ship all subsequent MATERIAL incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage borne by Supplier) and/or (3) terminate this Agreement without further liability.

EPIDEMIC CONDITION. If If, during the term of this Agreement and for [*] five years after the last shipment date of MATERIAL Material under this Agreement Agreement, Company notifies Supplier that MATERIAL Material shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL Material within fifteen ten (1510) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-frame is permissible upon mutual written agreement of the partiesParties. Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIALMaterial exhibiting the Epidemic Condition, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAP, then Company shall have the right to suspend all or part of its unshipped orders without liability to Company until such time as a mutually acceptable solution is reached. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that MATERIAL four (4) percent or more of Material installed or four (4) percent or more of Material shipped during any two consecutive months, or four (4) percent or more of the Material tracked by Company's Field Quality Engineering contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the MATERIAL Material has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Technical Specification. The MTBF parameter of MATERIAL Material is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company's option, 100% audited at Company warehouses, factories or Company's customers' locations. If MATERIAL is sampled, the data must have 80% or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include failures due to customer misapplication, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, Supplier shall: (a) Incorporate the remedy in the affected MATERIAL in accordance with Company's written instructions. (b) Ship all subsequent MATERIAL incorporating the required modification correcting the defect(s) at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costs. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon schedule. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage borne by Supplier) and/or (3) terminate this Agreement without further liability.the

EPIDEMIC CONDITION. If Notwithstanding any other provision of this Agreement, if during the term Term of this Agreement and for [*] seven (7) years after the last shipment date of MATERIAL Product under this Agreement Agreement, Company notifies Supplier that MATERIAL Product shows evidence of an "Epidemic Condition," Supplier shall prepare and propose a Corrective Action Plan ("CAP") with respect to such MATERIAL Product within fifteen five (155) working days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time-time frame is permissible upon mutual written agreement of the parties. Epidemic Condition shall not include any defects, design flaws, failure modes, or other such causes of Epidemic Condition that were in existence prior to the transfer of Products from Company to Supplier, nor shall it include Products that were manufactured by Company prior to the Effective Date of this Agreement. Upon notification of the Epidemic Condition to Supplier, Company shall have the right to postpone all or part of the shipments of unshipped MATERIALProduct, by giving written notice of such postponement to Supplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve Supplier of its shipment liability and Company of its shipment acceptance liability. Should Supplier not agree to the existence of an Epidemic Condition or should Company not agree to the CAPCAP (such agreement not to be unreasonably withheld), then Company shall have the right to suspend all or part of its unshipped orders Orders of the Product without liability to Company until such time as a mutually acceptable solution is reachedreached or verification that an Epidemic Condition does not exist. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1a) Failure reports or statistical samplings show that MATERIAL shipped contain Product tracked by Company or Supplier contains a potential safety hazard (such as risk of personal injury or death, fire, explosion, toxic * Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions. 7 Agreement No. SC11990054 Sheet 7 of 28 emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type.; or (2b) Reliability plots of relevant data indicate that the MATERIAL has actual Mean Time Between Failures (MTBF) of less than 80% A failure of the MTBF stipulated Product to meet the regulatory requirements in effect at the time the Product was purchased by Company and such failure creates a condition causing a loss of service to end-users or inoperability of the Product; or (c) A failure of the Product to conform to the Specification where such failure causes the field failure rate of Product to exceed twice the acceptable failure rate as defined in the Specification. The MTBF parameter of MATERIAL is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence. (3) MATERIAL Dead on Arrival (DOA) failures exceed the Epidemic DOA failure rate which is defined as 1.2 x DOA specified in the section of this Agreement entitled PRODUCT CONFORMANCE REVIEW. ; Only major hardware failures form/fit/functional and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could Product may be either sampled or, a at Company's option, 100% audited at Company Company's or Supplier's warehouses, factories factories, or Company's customers' locations. If MATERIAL Product is sampled, the data must have eighty percent (80% %) or better statistical confidence. For the purpose of this Agreement, functional DOA shall be defined as any MATERIAL that during the test, installation or upon its first use fails to operate in accordance with the Specifications as defined or specified in writing. Visual/mechanical/appearance DOA is defined as any MATERIAL containing one or more major defects that would make the MATERIAL unfit for use or installation. An Epidemic Condition shall not include isolated or random defects, flaws and/or failures, or failures due to Company or customer misapplication, unauthorized repairs, utilization of parts not approved by Supplier, or chain failures induced by internally or externally integrated subassemblies. In the event that Supplier develops a remedy for the defect(s) that caused the an Epidemic Condition and Company agrees shall occur, the parties shall agree to cooperate with each other in writing that the remedy is acceptable, such acceptance shall not be unreasonably withheld or delayed, investigation of the root cause of the failure. Supplier shall: (a) Incorporate Provide technical and/or product support resources reasonably necessary to meet a mutually agreed upon remedy and implementation schedule, which shall be dictated by the remedy in urgency of the affected MATERIAL in accordance with problem and its effect on Company's written instructions.customers and Supplier's business. Company shall provide Supplier with a reasonable amount of technical assistance to identify Epidemic Conditions; and (b) Ship Upgrade, repair, replace, or retrofit all subsequent MATERIAL incorporating Product reasonably requiring change to remedy the required modification correcting the defect(s) Epidemic Condition at no additional charge to Company; and (c) Repair and/or replace MATERIAL that caused the Epidemic Condition. In the event that Company incurs reasonable and documented costs due to such repair and/or 8 Agreement No. SC11990054 Sheet 8 of 28 replacement, including but not limited to labor and shipping costs, Company shall supply such documentation and Supplier shall reimburse Company for such reasonable costsbear the entire cost of redesigning the Product, if required, and implementing the necessary changes. Supplier shall bear risk of in loss or in-transit loss and damage for such repaired and/or replaced MATERIAL. Supplier and Company shall mutually agree in writing as to the remedy's implementation schedule. Supplier shall use its best efforts to implement the remedy in accordance with the agreed-upon scheduleProduct. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, as reasonably agreed by the parties, Company may (1) develop and implement such remedy and, in such case, implementation costs and risk of in- transit loss and damage shall be allocated between the parties as set forth in this section, and/or (2) cancel postponed orders without liability and return all MATERIAL affected by such Epidemic Condition for full refund, payable by Supplier within thirty (30) business days after receipt of returned MATERIAL (with risk of loss or in-transit damage loss shall be borne by Supplier (except for Product with flaws or errors in design by Company). Notwithstanding the foregoing, in no event shall Supplier be liable for repairs, redesign costs, risk of loss, in-transit damage, or any other claim for any Epidemic Condition resulting from errors or flaws in Product design by Company, or from errors in a Company Product Specification, or from improper performance of equipment not supplied by Supplier) and/or (3) terminate this Agreement without further liability. If Supplier takes corrective action and it is later determined that the Product is not the cause of the Epidemic Condition, then Company shall reimburse Supplier for any costs previously paid by Supplier to remedy the Epidemic Condition.