Common use of Materials Declaration Clause in Contracts

Materials Declaration. Company represents that the Product is subject to Materials Declaration Requirements. Jabil will use Commercially Reasonable Efforts to assist Company in procuring parts, components and/or materials that are compliant with Materials Declaration Requirements. Jabil shall use Commercially Reasonable Efforts to collect documentation from suppliers certifying compliance with Materials Declaration Requirements with respect to its components, parts or materials, the form of which has been provided, or approved in writing, by Company (“Compliance Certification”) and make such Compliance Certification available to Company. In the event any supplier does not provide such Compliance Certification, Jabil shall notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which the parties mutually agree upon in writing. In the event that supplier fails to provide Compliance Certification and Company still chooses to accept components or materials from such supplier, Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that 4.8.1 Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements that Company determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 Any information regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the Products shall come from the relevant supplier. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and 4.8.3 Company is ultimately and solely responsible for ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated herein, this Section 4.8 and Section 4.10 herein set forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, and that absent this provision, Jabil would not enter this Agreement.

Materials Declaration. Company represents and warrants that the Product is not subject to Materials Declaration Requirements. Where Company notifies Jabil in writing that the Product is subject to Materials Declaration Requirements. , Jabil will use Commercially Reasonable Efforts to assist Company in procuring parts, components and/or materials that are compliant with Materials Declaration Requirements. Jabil shall use Commercially Reasonable Efforts to collect documentation from suppliers certifying compliance with Materials Declaration Requirements with respect to its componentsHowever, parts for all parts, components and or materials, /materials included in the form of which has been provided, or approved in writing, by Company (“Compliance Certification”) and make such Compliance Certification available to Company. In the event any supplier does not provide such Compliance Certification, Jabil shall notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which the parties mutually agree upon in writing. In the event that supplier fails to provide Compliance Certification and Company still chooses to accept components or materials from such supplier, Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. HoweverSpecifications, Company understands and agrees that 4.8.1 4.7.1 Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements that Company determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 4.7.2 Any information regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the Products shall come from the relevant supplier. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; andRequirement 4.8.3 4.7.3 Company is ultimately and solely responsible for ensuring that any parts, parts components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated herein, this Section 4.8 and Section 4.10 herein set 4.7 sets forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, and that absent this provision, Jabil would not enter this Agreement.

Materials Declaration. 3.7.1. Company represents shall notify Jabil, in reasonable detail, with respect to each Product as of the Effective Date, whether or not such Product is exempt from Materials Declaration Requirements. Where Company notifies Jabil in writing that the Product is subject to Materials Declaration Requirements. , Jabil will use Commercially Reasonable Efforts to procure, or assist Company in procuring parts, components and/or (if applicable) Components and other parts and materials that are compliant with Materials Declaration Requirements. Upon Company’s request, Jabil shall use Commercially Reasonable Efforts commercially reasonable efforts to collect documentation from suppliers on the AVL as of the Effective Date, certifying compliance with Materials Declaration Requirements with respect to its components, parts or materialsComponents, the form of which certification has been provided, or approved in writingapproved, by Company (“Compliance Certification”) and make ). Jabil shall obtain such Compliance Certification available from each suppliers added to the AVL after the Effective Date, and from each supplier chosen by Jabil pursuant to Section 3.6. 1. Upon Company’ s request, Jabil shall promptly provide copies of all requested Compliance Certifications to Company. In the event that any supplier does not provide such Compliance Certification, Jabil shall promptly notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which that the parties mutually agree upon in writing. In addition, Jabil shall fully cooperate and render all necessary assistance to Company in Company’s efforts to recover on any claims against any suppliers related to Materials Declaration Requirements. In the event that a supplier fails to provide a Compliance Certification Certification, Jabil has notified Company of such failure and Company has notified Jabil that Company still chooses to accept components or materials Components from such supplier, then Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that: 4.8.1 3.7.1.1. Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements and any exemptions thereto that Company determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 3.7.1.2. Any information or certification regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the Products shall come from the relevant supplier, which Jabil shall provide to Company promptly following receipt of any such information or certification. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and 4.8.3 3.7.1.3. Company is ultimately and solely responsible for ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. 3.7.1.4. In the event Jabil becomes aware of any Material Declaration Requirements that may be applicable to the Product or any Component thereof, Jabil will use Commercially Reasonable Efforts to notify Company of such Material Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated hereinherein (i) if any Products do not comply with the Jabil Warranty, then Company shall be entitled to the remedies provided in Section 5.4 below for such Non-Conforming Products, this Section 4.8 and Section 4.10 herein set 3.7 sets forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, and that absent this provision, Jabil would not enter this Agreement.

Materials Declaration. 3.7.1 Company represents shall notify Jabil, in reasonable detail, with respect to each Product as of the Effective Date, whether or not such Product is exempt from Materials Declaration Requirements. Where Company notifies Jabil in writing that the Product is subject to Materials Declaration Requirements. , Jabil will use Commercially Reasonable Efforts to procure, or assist Company in procuring parts, components and/or (if applicable) Components and other parts and materials that are compliant with Materials Declaration Requirements. Upon Company’s request, Jabil shall use Commercially Reasonable Efforts commercially reasonable efforts to collect documentation from suppliers on the AVL as of the Effective Date, certifying compliance with Materials Declaration Requirements with respect to its components, parts or materialsComponents, the form of which certification has been provided, or approved in writingapproved, by Company (“Compliance Certification”) and make ). Jabil shall obtain such Compliance Certification available from each suppliers added to the AVL after the Effective Date, and from each supplier chosen by Jabil pursuant to Section 3.6. 1. Upon Company’s request, Jabil shall promptly provide copies of all requested Compliance Certifications to Company. In the event that any supplier does not provide such Compliance Certification, Jabil shall promptly notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which that the parties mutually agree upon in writing. In addition, Jabil shall fully cooperate and render all necessary assistance to Company in Company’s efforts to recover on any claims against any suppliers related to Materials Declaration Requirements. In the event that a supplier fails to provide a Compliance Certification Certification, Jabil has notified Company of such failure and Company has notified Jabil that Company still chooses to accept components or materials Components from such supplier, then Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that: 4.8.1 3.7.1.1. Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements and any exemptions thereto that Company determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 3.7.1.2. Any information or certification regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the Products shall come from the relevant supplier, which Jabil shall provide to Company promptly following receipt of any such information or certification. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and 4.8.3 3.7.1.3. Company is ultimately and solely responsible for ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. 3.7.1.4. In the event Jabil becomes aware of any Material Declaration Requirements that may be applicable to the Product or any Component thereof, Jabil will use Commercially Reasonable Efforts to notify Company of such Material Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated hereinherein (i) if any Products do not comply with the Jabil Warranty, then Company shall be entitled to the remedies provided in Section 5.4 below for such Non-Conforming Products, this Section 4.8 and Section 4.10 herein set 3.7 sets forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, and that absent this provision, Jabil would not enter this Agreement.

Materials Declaration. Company represents that the Product is subject to Materials Declaration Requirements. Jabil will use Commercially Reasonable Efforts to assist Company in procuring parts, components and/or materials that are compliant with Materials Declaration Requirements. Jabil shall use Commercially Reasonable Efforts to collect documentation from suppliers certifying compliance with Materials Declaration Requirements with respect to its components, parts or materials, the form of which has been provided, or approved in writing, by Company (“Compliance Certification”) and make such Compliance Certification available to Company. In the event any supplier does not provide such Compliance Certification, Jabil 3.7.1 iRobot shall notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which the parties mutually agree upon in writing. In the event that supplier fails to provide Compliance Certification and Company still chooses to accept components or materials from such supplier, Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that 4.8.1 Company is responsible for notifying Jabil Kin Yat in writing of the specific Materials Declaration Requirements that Company iRobot determines to be applicable to the Product Products and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 Any information regarding . Kin Yat shall be responsible for collecting, and having available at all times, all third party supplier’s documentation certifying compliance with such Materials Declaration Requirements compliance of parts, with respect to any and all components, packaging parts or materials material used in connection with the Products Manufacturing Services under this Agreement. Kin Yat shall come from the relevant utilize its supplier qualification process to ensure that each supplier. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, its Components and its documentation are trustworthy and in compliance with Materials Declaration Requirements; and 4.8.3 Company is ultimately and solely responsible for ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable all such Materials Declaration Requirements. Upon written request of iRobot, Kin Yat shall provide to iRobot copies of such documents, including any compliance certificates. 3.7.2 Without limiting the foregoing Section 3.7.1, Kin Yat shall ensure that it has enforceable agreements with each of its suppliers under this Agreement, excluding suppliers of Consigned Components, so that Kin Yat may fulfill Kin Yat’s obligations under this Section 3.7.1 and that iRobot is an intended third party beneficiary under such agreements. 3.8 Product Evaluation. Acceptance of the Product will occur upon iRobot’s or its designee’s receipt of the Product. Notwithstanding any other provision the foregoing, iRobot reserves the right to inspect or evaluate the Product to determine if it conforms, in all material respects, to the Specifications, either at Kin Yat’s premise or third party location. Given reasonable and adequate advance notification to Kin Yat and by appointment, iRobot may, at its discretion, perform inspections of the Product at random or on a continual basis, on site at Kin Yat’s premises. In the event that the Product does not meet the Specifications, such Product will be deemed Non-Conforming and iRobot will have all available remedies with respect to Non-Conforming Products as set forth in this Agreement. Acceptance, including amendments, attachments, inspection or any other document incorporated herein, this Section 4.8 evaluation by iRobot does not relieve Kin Yat of its obligations to the services and Section 4.10 herein warranties as set forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, and that absent this provision, Jabil would not enter in this Agreement.. 3.9

Materials Declaration. Company MEP represents and warrant that the Product is not subject to Materials Declaration Requirements. Where MEP notifies BASA in writing that the Product is subject to Materials Declaration Requirements. Jabil , BASA will use Commercially Reasonable Efforts to assist Company MEP in procuring parts, components Components, Unique Components, and/or materials that are compliant with Materials Declaration Requirements. Jabil shall use Commercially Reasonable Efforts to collect documentation from suppliers certifying compliance with Materials Declaration Requirements with respect to its components, parts or materials, the form of which has been provided, or approved in writing, by Company (“Compliance Certification”) and make such Compliance Certification available to Company. In the event any supplier does not provide such Compliance Certification, Jabil shall notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which the parties mutually agree upon in writing. In the event that supplier fails to provide Compliance Certification and Company still chooses to accept components or materials from such supplier, Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company MEP understands and agrees that: 4.8.1 Company 3.1.11.1 MEP is responsible for notifying Jabil BASA in writing of the specific Materials Declaration Requirements that Company MEP determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 3.1.11.2 Any information regarding Materials Declaration Requirements compliance of parts, componentsComponents, Unique Components, packaging or materials used in the Products shall come from the relevant supplier. Jabil BASA does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and 4.8.3 Company 3.1.11.3 MEP is ultimately and solely responsible for compliance with, and for ensuring that any parts, components Components, Unique Components, or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated herein, this Section 4.8 and Section 4.10 herein set sets forth Jabil’s BASA's sole responsibility and liability and Company’s MEP's entire remedy from Jabil BASA with respect to Materials Declaration Requirements and any third party claims against Company MEP related to the Materials Declaration Requirements, and that absent this provision, Jabil BASA would not enter this Agreement.

Materials Declaration. 3.7.1. Company represents shall notify Jabil, in reasonable detail, with respect to each Product as of the Effective Date, whether or not such Product is exempt from Materials Declaration Requirements. Where Company notifies Jabil in writing that the Product is subject to Materials Declaration Requirements. , Jabil will use Commercially Reasonable Efforts to procure, or assist Company in procuring parts, components and/or (if applicable) Components and other parts and materials that are compliant with Materials Declaration Requirements. Upon Company’s request, Jabil shall use Commercially Reasonable Efforts commercially reasonable efforts to collect documentation from suppliers on the AVL as of the Effective Date, certifying compliance with Materials Declaration Requirements with respect to its components, parts or materialsComponents, the form of which certification has been provided, or approved in writingapproved, by Company (“Compliance Certification”) and make ). Jabil shall obtain such Compliance Certification available from each suppliers added to the AVL after the Effective Date, and from each supplier chosen by Jabil pursuant to Section 3.6. 1. Upon Company’ s request, Jabil shall promptly provide copies of all requested Compliance Certifications to Company. In the event that any supplier does not provide such Compliance Certification, Jabil shall promptly notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which that the parties mutually agree upon in writing. In addition, Jabil shall fully cooperate and render all necessary assistance to Company in Company’s efforts to recover on any claims against any suppliers related to Materials Declaration Requirements. In the event that a supplier fails to provide a Compliance Certification Certification, Jabil has notified Company of such failure and Company has notified Jabil that Company still chooses to accept components or materials Components from such supplier, then Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that 4.8.1 : 3.7.1.1. Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements and any exemptions thereto that Company determines to be applicable to the Product and shall be solely liable for Portions of this Exhibit were omitted and have been filed separately with the adequacy and sufficiency Secretary of such determination and information; 4.8.2 Any information regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the Products shall come from Commission pursuant to the relevant supplier. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and 4.8.3 Company is ultimately and solely responsible for ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated herein, this Section 4.8 and Section 4.10 herein set forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to application requesting confidential treatment under Rule 24b-2 of the Materials Declaration Requirements, and that absent this provision, Jabil would not enter this AgreementExchange Act — [*] denotes omissions.

Materials Declaration. 3.7.1 Company represents shall notify Jabil, in reasonable detail, with respect to each Product as of the Effective Date, whether or not such Product is exempt from Materials Declaration Requirements. Where Company notifies Jabil in writing that the Product is subject to Materials Declaration Requirements. , Jabil will use Commercially Reasonable Efforts to procure, or assist Company in procuring parts, components and/or (if applicable) Components and other parts and materials that are compliant with Materials Declaration Requirements. Upon Company’s request, Jabil shall use Commercially Reasonable Efforts commercially reasonable efforts to collect documentation from suppliers on the AVL as of the Effective Date, certifying compliance with Materials Declaration Requirements with respect to its components, parts or materialsComponents, the form of which certification has been provided, or approved in writingapproved, by Company (“Compliance Certification”) and make ). Jabil shall obtain such Compliance Certification available from each suppliers added to the AVL after the Effective Date, and from each supplier chosen by Jabil pursuant to Section 3.6. 1. Upon Company’s request, Jabil shall promptly provide copies of all requested Compliance Certifications to Company. In the event that any supplier does not provide such Compliance Certification, Jabil shall promptly notify Company and cooperate with Company to remove such supplier from the AVL or take such other action which that the parties mutually agree upon in writing. In addition, Jabil shall fully cooperate and render all necessary assistance to Company in Company’s efforts to recover on any claims against any suppliers related to Materials Declaration Requirements. In the event that a supplier fails to provide a Compliance Certification Certification, Jabil has notified Company of such failure and Company has notified Jabil that Company still chooses to accept components or materials Components from such supplier, then Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that: 4.8.1 3.7.1.1. Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements and any exemptions thereto that Company determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information;; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b‑2 of the Exchange Act — [*] denotes omissions. 4.8.2 3.7.1.2. Any information or certification regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the Products shall come from the relevant supplier, which Jabil shall provide to Company promptly following receipt of any such information or certification. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and 4.8.3 3.7.1.3. Company is ultimately and solely responsible for ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. 3.7.1.4. In the event Jabil becomes aware of any Material Declaration Requirements that may be applicable to the Product or any Component thereof, Jabil will use Commercially Reasonable Efforts to notify Company of such Material Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated hereinherein (i) if any Products do not comply with the Jabil Warranty, then Company shall be entitled to the remedies provided in Section 5.4 below for such Non‑Conforming Products, this Section 4.8 and Section 4.10 herein set 3.7 sets forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, and that absent this provision, Jabil would not enter this Agreement.

Materials Declaration. Company represents that shall notify Jabil in writing, in reasonable detail, with respect to each Product, certifying whether or not the Product is exempt from Materials Declaration Requirements and specifically identifying the basis for any such exemption. For Products which have been identified in writing to Jabil as subject to Materials Declaration Requirements. , Jabil will use Commercially Reasonable Efforts to assist Company in procuring identify parts, components and/or materials materials, as necessary, that are compliant with Materials Declaration Requirements. Upon written request by Company, Jabil shall use Commercially Reasonable Efforts to collect documentation from suppliers certifying compliance with Materials Declaration Requirements with respect to its components, parts or materials, the form of which has been provided, or approved in writing, by Company (“Compliance Certification”) and ). Upon written request of Company, Jabil shall make such Compliance Certification available to Company. In the event any supplier does not provide such Compliance Certification, Jabil shall notify Company and cooperate with Company to remove such supplier Supplier from the AVL Approved Manufacturers’ List or take such other action which the parties mutually agree upon in writing. In the event that supplier Supplier fails to provide Compliance Certification and Company still chooses to accept components or materials from such supplierSupplier, Jabil shall bear no responsibility or liability for the lack of such Compliance Certification. However, Company understands and agrees that: 4.8.1 4.7.1 Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements and any exemptions thereto that Company determines to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 4.8.2 4.7.2 Any information or certification regarding Materials Declaration Requirements compliance of parts, a Product as well as components, packaging materials or materials parts used in the Products Product shall come from the relevant supplier. Jabil does not test, certify or otherwise warrant component, part, packaging material or materials compliance, on a homogenous material level or any other level, part compliance with Materials Declaration Requirements; and; 4.8.3 4.7.3 Company is ultimately and solely responsible for compliance with, including ensuring that any partscomponents, components materials or materials parts used in the ProductsProduct, and as well as the Product itself, are compliant with applicable Materials Declaration Requirements; 4.7.4 In the event Jabil becomes aware of any Material Declaration Requirements that may be applicable to the Product, Jabil will use Commercially Reasonable Efforts to notify Company of those Material Declaration Requirements. Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated herein, this Section 4.8 and Section 4.10 herein set 4.7 sets forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration Requirements, . Company’s entire remedy with respect to Materials Declaration Requirements and that absent any third party claims against Company related to the Materials Declaration Requirements are contained within Section 5 of this Agreement. Absent this provision, Jabil would not enter this Agreement.