Exhibit 10.19
Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.
MANUFACTURING SERVICES AGREEMENT
THIS AGREEMENT (the "Agreement") is effective as of June 17, 2004 (the
"Commencement Date"), by and between NETEZZA CORPORATION, a Delaware corporation
having a principal place of business at ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("CUSTOMER") and SANMINA-SCI CORPORATION, a Delaware
corporation having its principal place of business at ▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ("SANMINA-SCI").
1. TERM
The initial term of this Agreement shall commence on the Commencement Date
and shall continue through the first anniversary of the Commencement Date unless
sooner terminated by mutual agreement or in accordance with this Agreement. Upon
the expiry of the initial term, this Agreement shall continue from year to year
until one party terminates the Agreement by giving at least thirty (30) days'
prior written notice to the other party. Notwithstanding the foregoing, the term
of this Agreement shall automatically extend to include the term of any purchase
order ("Order") issued hereunder.
2. PRICING
2.1 Pricing. During the term, CUSTOMER shall have the right to purchase
from SANMINA-SCI the products specified in Exhibit A hereto, as such Exhibit may
be amended from time to time (the "Products") at the prices set forth in Exhibit
A (the "Prices"). Prices (a) are in U.S. Dollars, (b) include SANMINA-SCI
designed packaging (unless otherwise specified in the bid documents), (c)
exclude the items set forth in Section 2.2, and (d) are based on (i) the
configuration set forth in the specifications attached hereto as Exhibit C (the
"Specifications") and (ii) the projected volumes, minimum run rates and other
assumptions set forth in SANMINA-SCI's bid letter (if any) and Exhibit A. The
Prices shall remain fixed for the term of the Agreement, subject to
SANMINA-SCI's right to revise Prices (with prior written notice of price
increases) (y) to account for any material variations on the market prices of
components, parts and raw material (collectively "Components"), including any
such variations resulting from shortages or (z) the price adjustments set forth
in Section 2.3.
2.2 Exclusions from Price. Prices do not include (a) export licensing of
the Product or payment of broker's fees, duties, tariffs or other similar
charges; (b) taxes or charges (other than those based on net income of the
SANMINA-SCI) imposed by any taxing authority upon the manufacture, sale,
shipment, storage, "value add" or use of the Product which SANMINA-SCI is
obligated to pay or collect; and (c) setup, tooling, or non-recurring
engineering activities (collectively "NRE Charges"). NRE Charges must be
authorized by CUSTOMER prior to being incurred. Any charges for these items
shall be separately invoiced.
2.3 Other Price Adjustments:
(a) CUSTOMER acknowledges that the Prices set forth in Exhibit A are
based on the forecasted volumes provided by CUSTOMER to SANMINA-SCI. In the
event CUSTOMER fails to purchase Product in sufficient volumes consistent with
the quoted prices, SANMINA-SCI reserves the right to billback CUSTOMER for the
difference between the prices paid and the prices associated with such lower
volumes.
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(b) CUSTOMER acknowledges that the Prices are based on the SANMINA-SCI
Specifications and the assumptions set forth in SANMINA-SCI's bid letter and in
Exhibit A. In the event SANMINA-SCI experiences an increase in cost as a result
of changes in the pricing assumptions or the Specifications, SANMINA-SCI shall
be entitled to the Price adjustment set forth in Section 6.1.
2.4 Product Ordering. Product ordering shall be in accordance with the
schedule or method of releases by Orders set forth in Article 4.
3. PAYMENT TERMS
Payment terms are [**] percent ([**]%) [**] days, net [**] days after date
of invoice, provided that invoice is received by CUSTOMER within [**] business
days after date of invoice (a "Timely Invoice"), which date shall be no earlier
than the shipment date. Payment shall be made in U.S. Dollars.
4. PURCHASE ORDERS - FORECAST/RESCHEDULE
4.1 Purchase Orders.
(a) CUSTOMER will issue to SANMINA-SCI specific Orders for Product
covered by this Agreement. Each Order shall be in the form of a written or
electronic communication and shall contain the following information: (i) a
description of the Product by model number; (ii) the quantity of the Product;
(iii) the delivery date or shipping schedule; (iv) the location to which the
Product is to be shipped; and (v) transportation instructions. Each Order shall
provide an order number for billing purposes, and may include other instructions
and terms as may be appropriate under the circumstances.
(b) All Orders shall be confirmed by SANMINA-SCI within five (5)
business days of receipt. If SANMINA-SCI does not accept or reject the Order
within the five day period, the Order shall be deemed rejected by SANMINA-SCI
unless SANMINA-SCI has commenced performance, in which case the Order shall be
deemed accepted to the extent of such performance. In the event SANMINA-SCI is
unable to meet the delivery schedule set forth in a proposed Order, or finds the
schedule to be unacceptable for some other reason, the parties shall negotiate
in good faith to resolve the disputed matter(s).
4.2 Forecast; Minimum Buys; Excess and Obsolete Inventory.
(a) Initial Forecast. Upon the execution of this Agreement, CUSTOMER
shall provide SANMINA-SCI with (i) an initial [**] day firm Order and (ii) a
subsequent [**] day flexible forecast, . The Order - and all subsequent Orders -
shall be binding and may be rescheduled only in accordance with Section 4.2(d)
or cancelled in accordance with Section 4.2(g). SANMINA-SCI shall make purchase
commitments for [**] day forecast, with monthly inventory and exposure reporting
to customer (including purchase commitments for Long Lead-time Components) to
its Component suppliers ("Vendors") based upon the Order and Forecast, and
CUSTOMER shall be responsible for all such Components purchased in support of
CUSTOMER's then-current Forecast. For all other purposes, however, the Forecast
shall be non-binding.
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(b) Subsequent Forecasts. On the first business day of each calendar
month after the initial Order and Forecast, the first Forecast month shall
automatically become part of the Order, a new Forecast month shall be added, and
a new firm Order issued, so that a rolling Order of [**] days is always
maintained.
(c) MRP Process.
(1) SANMINA-SCI shall take the Order and Forecast and generate a
Master Production Schedule ("MPS") for a twelve-month period in accordance with
the process described in this Section. The MPS shall define the master plan on
which SANMINA-SCI shall base its procurement, internal capacity projections and
commitments. SANMINA-SCI shall use CUSTOMER's Order to generate the first [**]
months of the MPS and shall use CUSTOMER's Forecast to generate the subsequent
[**] days of the MPS.
(2) SANMINA-SCI shall process the MPS through industry-standard
software (the "MRP Software") that will break down CUSTOMER's Product
requirements into Component requirements. When no Product testing (in-circuit or
functional testing) is required by CUSTOMER, SANMINA-SCI will use commercially
reasonable efforts to schedule delivery of all Components to SANMINA-SCI eleven
working days before the Products are scheduled to ship to CUSTOMER; in the event
Product testing is required, SANMINA-SCI will use commercially reasonable
efforts to schedule delivery of all Components to SANMINA-SCI sixteen working
days before the Products are scheduled to ship to CUSTOMER.
(3) SANMINA-SCI will release (launch) purchase orders to Vendors
prior to the anticipated date that the Components are needed at SANMINA-SCI. The
date on which these orders are launched will depend on the lead time determined
between the Vendor and SANMINA-SCI and SANMINA-SCI's manufacturing or materials
planning systems.
(4) A list of all Components with lead times greater than ninety
days ("Long Lead-time Components") is set forth in Exhibit B to this Agreement.
SANMINA-SCI shall use reasonable efforts to update the list of Long Lead-time
Components every quarter and present an updated list of Long Lead-time
Components to CUSTOMER at the time SANMINA-SCI presents the CUSTOMER with the
E&O List described in section 4.2(e). Each revised Long Lead-time Item list
shall be deemed an amendment to Exhibit B. In the event SANMINA-SCI fails to
present an updated list of Long Lead-time Components, (i) the parties shall
continue to rely on the preceding list (as updated in writing by the parties)
and (ii) CUSTOMER will accept responsibility for Long Leadtime Components
ordered outside the leadtimes set forth in the list provided that SANMINA-SCI
can demonstrate to CUSTOMER'S reasonable satisfaction that such Components were
ordered in accordance with the then-current Vendor leadtimes. (CUSTOMER
acknowledges that leadtimes constantly change and that SANMINA-SCI might not
always be able to present CUSTOMER with a current Long Leadtime Component List).
(5) CUSTOMER acknowledges that SANMINA-SCI will order Components
in quantities sufficient to support up to [**] months of CUSTOMER's Forecast. In
determining the quantity of Components to order, SANMINA-SCI divides the
Components into three classes, "Class A," "Class B" and "Class C." Class A
Components are comprised of the approximately [**] percent ([**]%) of Components
constituting approximately [**] percent
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([**]%) of the Product's total Component cost. Class C Components are comprised
of the approximately [**] percent ([**]%) of Components constituting
approximately [**] percent ([**]%) of the Product's total Component cost. Class
B Components are comprised of the remaining [**] percent ([**]%) of Components
constituting approximately [**] percent ([**]%) of the Product's total Component
cost. SANMINA-SCI will place orders with its vendors for approximately [**]
worth of Class A Components, [**] worth of Class B Components and [**] worth of
Class C Components. A summary of SANMINA-SCI's purchase commitments is set forth
in the table below.
Expected Percentage Periods Worth of
Expected Percentage of Total Value (of Supply to be Bought
Part Class of Total Parts Gross Requirements) with Each Order
---------- ------------------- ------------------- -------------------
A [**] [**] [**]
B [**] [**] [**]
C [**] [**] [**]
(6) Customer acknowledges that SANMINA-SCI will be required to
order Components in accordance with the various minimum buy quantities, tape and
reel quantities, and multiples of packaging quantities required by the Vendor.
In addition, CUSTOMER acknowledges that there is a lag time between any Customer
cancellation and the cancellation of the Components required to support
production.
(d) Reschedule. CUSTOMER may reschedule all or part of a scheduled
delivery (per purchase order or forecast) [**] time per quarter (for a maximum
of [**] quarters) for a period not to exceed [**] days in accordance with the
table below. At the end of this [**][**] day period, CUSTOMER shall either
accept delivery of rescheduled finished units and/or pay the SANMINA-SCI's
Delivered Component Cost (as defined in Section 4.2(e)) associated with
rescheduled units not yet built. As an example, assume that CUSTOMER's purchase
order requested delivery of [**] units on [**] units on [**] units on [**] and
[**] units on [**]. On [**], the CUSTOMER asks SANMINA-SCI to reschedule all
deliveries to the maximum extent permitted under this Agreement. Because the
Agreement does not permit reschedules within [**] days of the delivery date,
none of the units scheduled for delivery on [**] would be affected. SANMINA-SCI
would, however, reschedule the delivery of [**] units scheduled to be delivered
on [**] to [**] (within [**] days, CUSTOMER can reschedule [**]% of any
scheduled delivery for a maximum of [**] days), reschedule the delivery of [**]
units scheduled to be delivered on [**] to [**] (within [**] days, CUSTOMER can
reschedule [**]% of any scheduled delivery for a maximum of [**] days), and
reschedule the delivery of [**] units scheduled to be delivered on [**] to [**]
(after [**] days, CUSTOMER can reschedule [**]% of any scheduled delivery for a
maximum of [**] days.
DAYS BEFORE P.O. DELIVERY DATE PERCENTAGE RESCHEDULE ALLOWANCE
------------------------------ -------------------------------
[**] [**]
[**] [**]
[**] [**]
[**] [**]
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SANMINA-SCI shall use reasonable commercial efforts to accommodate, subject
to Component and capacity availability, any upside schedule changes beyond the
firm order periods, per the following table.
DAYS BEFORE P.O. DELIVERY DATE PERCENTAGE UPSIDE ALLOWANCE
------------------------------ ---------------------------
[**] [**]
[**] [**]
[**] [**]
[**] [**]
(e) Excess and Obsolete Inventory. Within a reasonable time after the
end of each calendar quarter, SANMINA-SCI shall advise CUSTOMER in writing of
any excess or obsolete Components in its inventory and the Delivered Cost of
such Components (the "E&O List"). For the purpose of this Agreement, "Delivered
Cost" shall mean SANMINA-SCI's quoted cost of Components as stated on the ▇▇▇▇
of materials plus a material ▇▇▇▇-up equal to [**]% for "B" and "C" items and
[**]% for "A" items. The "A" items are noted in Exhibit E. Within [**] business
days of receiving SANMINA-SCI's E&O List, CUSTOMER shall advise SANMINA-SCI of
any Component on the E&O List that it believes is not excess or obsolete. Within
[**] business days after receiving SANMINA-SCI's E&O List, SANMINA-SCl and
CUSTOMER shall finalize the E&O List, and CUSTOMER shall issue to SANMINA-SCI an
Order for all Components on the E&O List. CUSTOMER shall pay SANMINA-SCI its
Delivered Cost for Components on the E&O List within [**] days of the date of
invoice. In the event the parties cannot agree as to the Components on the E&O
List, CUSTOMER shall pay SANMINA-SCI for all non-disputed Components in
accordance with this Section, and shall pay SANMINA-SCI for all other Components
on SANMINA-SCI's E&O List (in the event they remain excess or obsolete) [**]
days thereafter. For the purpose of this Section, the phrase "obsolete
Component" shall mean any Component which is not currently used to manufacture
CUSTOMER's Product (whether as a result of an ECO or otherwise), and the term
"excess Component" shall mean any Component which is not required to meet
CUSTOMER's Order or CUSTOMER's Forecast to which such Component was initially
ordered. CUSTOMER shall not have the right to delay payment for excess
Components by increasing or pushing out its Forecast.
(f) Customer Component Liability. CUSTOMER acknowledges that it shall
be financially liable for all Components ordered in accordance with this
Article. Specifically, CUSTOMER's Component Liability shall be equal to
SANMINA-SCI's Delivered Cost of all Components ordered in support of any Order
or Forecast, including any excess Components resulting from any minimum buy
quantities, tape and reel quantities, and multiples of packaging quantities
required by the Vendor less the actual cost (per the ▇▇▇▇ of materials) of those
Components which are returnable to Vendor (less any cancellation or restocking
charges). At CUSTOMER'S request, SANMINA-SCI shall use commercially reasonable
efforts to minimize CUSTOMER'S Component Liability by attempting to return
Components to the Vendor; provided, however, that SANMINA-SCI shall not be
obligated to attempt to return to Vendor Components which are, in the aggregate,
worth less than $100.00.
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5. DELIVERY AND ACCEPTANCE
5.1 Delivery. All Product shipments shall be F.O.B. SANMINA-SCI's facility
of manufacture and freight collect, and shall be to destinations in the country
of manufacture. Title to and risk of loss or damage to the Product shall pass to
CUSTOMER upon SANMINA-SCI's tender of the Product to CUSTOMER's carrier.
SANMINA-SCI shall ▇▇▇▇, pack, package, crate, transport, ship and store Product
to ensure (a) delivery of the Product to its ultimate destination in safe
condition, (b) compliance with all requirements of the carrier and destination
authorities, and (c) compliance with any special instructions of CUSTOMER.
SANMINA-SCI shall use reasonable efforts to deliver the Products on the
agreed-upon delivery dates and shall use reasonable efforts to notify CUSTOMER
of any anticipated delays.
5.2 Acceptance. Acceptance of the Product shall occur no later than twenty
(20) days after shipment of Product and shall be based solely on whether the
Product passes a mutually agreeable Acceptance Test Procedure or Inspection
designed to demonstrate compliance with the Specifications. Product cannot be
rejected based on criteria that were unknown to SANMINA-SCI or based on test
procedures that SANMINA-SCI does not conduct. Product shall be deemed accepted
if not rejected within this twenty-day period. Once a Product is accepted, all
Product returns shall be handled in accordance with Article 7 (Warranty). Prior
to returning any rejected Product, CUSTOMER shall obtain an Authorized Return
Material ("ARM") number from SANMINA-SCI, and shall return such Product in
accordance with SANMINA-SCI's instructions; CUSTOMER shall specify the reason
for such rejection in all ARM's. In the event a Product is rejected, SANMINA-SCI
shall have a reasonable opportunity to cure any defect which led to such
rejection.
6. CHANGES
6.1 General. CUSTOMER may upon sufficient notice make changes within the
general scope of this Agreement. Such changes may include, but are not limited
to changes in (1) drawings, plans, designs, procedures, Specifications, test
specifications or BOM, (2) methods of packaging and shipment, (3) quantities of
Product to be furnished, (4) delivery schedule, or (5) CUSTOMER-Furnished Items.
All changes other than changes in quantity of Products to be furnished shall be
requested pursuant to an Engineering Change Notice ("ECN") and, if accepted by
CUSTOMER, finalized in an Engineering Change Order ("ECO"). If any such change
causes either an increase or decrease in SANMINA-SCI's cost or the time required
for performance of any part of the work under this Agreement (whether changed or
not changed by any ECO) the Prices and/or delivery schedules shall be adjusted
in a manner which would adequately compensate the parties for such change.
6.2 ECN's. Within five (5) business days after an ECN is received,
SANMINA-SCI shall advise CUSTOMER in writing (a) of any change in Prices or
delivery schedules resulting from the ECN and (b) the Delivered Cost of any
Finished Product, Work-in-Process or Component rendered excess or obsolete as a
result of the ECN (collectively the "ECN Charge"). Unless otherwise stated, ECN
Charges are valid from thirty (30) days from the date of the ECN Charge.
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6.3 ECO's. In the event CUSTOMER desires to proceed with the change after
receiving the ECN Charge pursuant to Section 6.2, CUSTOMER shall advise
SANMINA-SCI in writing and shall pay the portion of the ECN Charge set forth in
Section 6.2(b) in accordance with Section 3. In the event CUSTOMER does not
desire to proceed with the Change after receiving the ECN change, it shall so
notify SANMINA-SCI. In the event SANMINA-SCI does not receive written
confirmation of CUSTOMER's desire to proceed with the change within thirty days
after SANMINA-SCI provides CUSTOMER with the ECN Charge, the ECN shall be deemed
cancelled.
7. WARRANTY
7.1 SANMINA-SCI Warranty. SANMINA-SCI's warranty period is for [**] from
date of manufacture and is limited to correction of defects in SANMINA-SCI
workmanship. For the purpose of this Section, "workmanship" shall mean
manufacture in accordance with the most current version of IPC-A-600 or
IPC-A-610, or the CUSTOMER's workmanship standards set forth in the
Specifications. SANMINA-SCI shall, at its option and at its expense, repair,
replace or issue a credit for Product found defective during the warranty
period. In addition, SANMINA-SCI will pass on to CUSTOMER all manufacturer's
Component warranties to the extent that they are transferable, but will not
independently warrant any Components.
7.2 ARM Procedure. SANMINA-SCI shall concur in advance on all Product to
be returned for repair or rework. CUSTOMER shall obtain an Authorized Returned
Material (ARM) number from SANMINA-SCI prior to return shipment. All returns
shall state the specific reason for such return, and will be processed in
accordance with SANMINA-SCI's Authorized Returned Material Procedure, a copy of
which is available from SANMINA-SCI upon request. SANMINA-SCI shall pay all
transportation costs for valid returns of the Products to SANMINA-SCI and for
the shipment of the repaired or replacement Products to CUSTOMER, and shall bear
all risk of loss or damage to such Products while in transit; CUSTOMER shall pay
these charges, plus a handling charge, for invalid or "no defect found" returns.
Any repaired or replaced Product shall be warranted as set forth in this Article
for a period equal to the greater of (i) [**] the applicable warranty period
relating to such Product or (ii) [**] days after it is received by CUSTOMER.
7.3 Exclusions From Warranty. This warranty does not include Products that
have defects or failures resulting from (a) CUSTOMER's design of Products
including, but not limited to, design functionality failures, specification
inadequacies, failures relating to the functioning of Products in the manner for
the intended purpose or in the specific CUSTOMER's environment; (b) accident,
disaster, neglect, abuse, misuse, improper handling, testing, storage or
installation including improper handling in accordance with static sensitive
electronic device handling requirements; (c) alterations, modifications or
repairs by CUSTOMER or third parties or (d) defective CUSTOMER-provided test
equipment or test software. CUSTOMER bears all design responsibility for the
Product.
7.4 Remedy. THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR,
REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE. THIS WARRANTY IS IN
LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR
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IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
8. CUSTOMER FURNISHED EQUIPMENT AND COMPONENTS
8.1 Customer-Furnished Items. CUSTOMER shall provide SANMINA-SCI with the
equipment, tooling, Components or documentation set forth in EXHIBIT D
(collectively the "Customer-Furnished Items"). The Customer-Furnished Items
shall be fit for their intended purposes and shall be delivered to SANMINA-SCI
in a timely manner. Documentation (including BOM's, drawings and artwork) shall
be current and complete. CUSTOMER shall be responsible for schedule delay,
reasonable inventory carrying charges and allocated equipment down time charges
associated with the incompleteness, late delivery or non-delivery of the
Customer-Furnished Items.
8.2 Care of Customer-Furnished Items. All Customer-Furnished Items shall
remain the property of CUSTOMER. SANMINA-SCI shall clearly identify all
Customer-Furnished Items by an appropriate tag and shall utilize such
Customer-Furnished Items solely in connection with the manufacture of CUSTOMER's
Product. SANMINA-SCI shall not make or allow modifications to be made to the
Customer-Furnished Items without CUSTOMER's prior written consent. SANMINA-SCI
shall be responsible for reasonable diligence and care in the use and protection
of any Customer-Furnished Items and routine maintenance and repairs of any
Customer-Furnished Equipment, but shall not be responsible for major repairs or
replacements (including service warranties and calibration to the equipment) or
repair or replacement of failed Customer-Furnished Item unless such failure was
caused by SANMINA-SCI's negligence or willful misconduct. All Customer-Furnished
Items shall be returned to CUSTOMER at CUSTOMER's expense upon request.
8.3 Customer-Furnished Components. Customer-furnished Components shall be
handled in accordance with SANMINA-SCI's procedures regarding Customer-Furnished
Material, incorporated by reference herein, copies of which are available upon
request.
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
9.1 SANMINA-SCI's Indemnification. SANMINA-SCI shall indemnify, defend, and
hold CUSTOMER and CUSTOMER's affiliates, shareholders, directors, officers,
employees, contractors, agents and other representatives (the
"Customer-Indemnified Parties") harmless from all demands, claims, actions,
causes of action, proceedings, suits, assessments, losses, damages, liabilities,
settlements, judgments, fines, penalties, interest, costs and expenses
(including fees and disbursements of counsel) of every kind (each a "Claim,"
and, collectively "Claims") (i) based upon personal injury or death or injury to
property to the extent any of the foregoing is proximately caused either by the
negligent or willful acts or omissions of SANMINA-SCI or its officers,
employees, subcontractors or agents and/or (ii) arising from or relating to any
actual or alleged infringement or misappropriation of any patent, trademark,
mask work, copyright, trade secret or any actual or alleged violation of any
other intellectual property rights arising from or in connection with
SANMINA-SCI's manufacturing processes.
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9.2 CUSTOMER's Indemnification. CUSTOMER shall indemnify, defend, and hold
SANMINA-SCI and SANMINA-SCI's affiliates, shareholders, directors, officers,
employees, contractors, agents and other representatives (the
"SANMINA-SCI-Indemnified Parties") harmless from all Claims (i) based upon
personal injury or death or injury to property to the extent any of the
foregoing is proximately caused either by a defective Product, by the negligent
or willful acts or omissions of CUSTOMER or its officers, employees,
subcontractors or agents and/or (ii) arising from or relating to any actual or
alleged infringement or misappropriation of any patent, trademark, mask work,
copyright, trade secret or any actual or alleged violation of any other
intellectual property rights arising from or in connection with the Products,
except to the extent that such infringement exists as a result of use by
CUSTOMER of SANMINA-SCI's manufacturing processes.
9.3 Procedure. A party entitled to indemnification pursuant to this Article
(the "Indemnitee") shall promptly notify the other party (the "Indemnitor") in
writing of any Claims covered by this indemnity. Promptly after receipt of such
notice, the Indemnitor shall assume the defense of such Claim with counsel
reasonably satisfactory to the Indemnitee. If the Indemnitor fails, within a
reasonable time after receipt of such notice, to assume the defense with counsel
reasonably satisfactory to the Indemnitee or, if in the reasonable judgment of
the Indemnitee, a direct or indirect conflict of interest exists between the
parties with respect to the Claim, the Indemnitee shall have the right to
undertake the defense, compromise and settlement of such Claim for the account
and at the expense of the Indemnitor. Notwithstanding the foregoing, if the
Indemnitee in its sole judgment so elects, the Indemnitee may also participate
in the defense of such action by employing counsel at its expense, without
waiving the Indemnitor's obligation to indemnify and defend. The Indemnitor
shall not compromise any Claim or consent to the entry of any judgment without
an unconditional release of all liability of the Indemnitee to each claimant or
plaintiff.
9.4 Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO
THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTIAL OR SPECIAL DAMAGES, OR
ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH
OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; provided,
however, that this Section shall not prevent a party from incurring the
liabilities set forth in Section 9 (Indemnification) or 10 (Termination). IN NO
EVENT SHALL SANMINA-SCI'S LIABILITY UNDER THIS AGREEMENT (WHETHER ASSERTED AS A
TORT CLAIM OR CONTRACT CLAIM) EXCEED THE AMOUNTS PAID TO SANMINA-SCI HEREUNDER.
IN NO EVENT WILL SANMINA-SCI BE LIABLE FOR COSTS OF PROCUREMENT OF SUBSTITUTE
GOODS BY CUSTOMER. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF
ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.
10. TERMINATION
10.1 Termination for Cause. Either party may terminate this Agreement or an
Order hereunder for default if the other party materially breaches this
Agreement; provided, however, no right of default shall accrue until thirty (30)
days after the defaulting party is notified in writing of the material breach
and has failed to cure or give adequate assurances of performance
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within the thirty (30) day period after notice of material breach.
Notwithstanding the foregoing, there shall be no cure period for payment-related
defaults.
10.2 Termination For Convenience. CUSTOMER may terminate this Agreement
hereunder for any reason upon thirty (30) days' prior written notice. In
addition, CUSTOMER may terminate an Order hereunder for any reason upon ninety
days' (before scheduled shipment) prior written notice. SANMINA-SCI may
terminate this Agreement for any reason upon ninety (90) days' notice.
10.3 Termination by Operation of Law. This Agreement shall immediately
terminate should either party (a) become insolvent; (b) enter into or file a
petition, arraignment or proceeding seeking on order for relief under the
bankruptcy laws of its respective jurisdiction; (c) enter into a receivership of
any of its assets or (d) enter into a dissolution or liquidation of its assets
or an assignment for the benefit of its creditors.
10.4 Consequences of Termination.
(a) Termination for Reasons other than SANMINA-SCI's Breach. In the
event this Agreement or an Order hereunder is terminated for any reason other
than a breach by SANMINA-SCI (including but not limited to a force majeure or
termination for convenience), CUSTOMER shall pay SANMINA-SCI, termination
charges equal to (1) the contract price for all finished Product existing at the
time of termination; (2) SANMINA-SCI's cost (including labor, Components and a
fifteen percent ▇▇▇▇-up on Components and labor) for all work in process; and
(3) CUSTOMER'S Component Liability pursuant to Section 4.2(f).
(b) Termination Resulting From SANMINA-SCI's Breach. In the event
CUSTOMER terminates this Agreement or any Order hereunder as a result of a
breach by SANMINA-SCI, CUSTOMER shall pay SANMINA-SCI, termination charges equal
to (1) the contract price for all finished Product existing at the time of
termination; (2) SANMINA-SCI's cost (including labor, Components) for all work
in process; and (3) CUSTOMER'S Component Liability pursuant to Section 4.2(f);
provided, however, that for the purposes of this subsection only, CUSTOMER's
Component Liability shall be calculated using "actual cost" rather than
"Delivered Cost."
11. QUALITY
11.1 Specifications. Product shall be manufactured by SANMINA-SCI in
accordance with the Specifications set forth in Exhibit C, as modified via
written ECO's in accordance with this Agreement. Neither party shall make any
change to the Specifications, to any Components described therein, or to the
Products (including, without limitation, changes in form, fit, function, design,
appearance or place of manufacture of the Products or changes which would affect
the reliability of any of the Products) unless such change is made in accordance
with Section 6.1 and SANMINA-SCI's ECO procedure. Notwithstanding the foregoing,
SANMINA-SCI shall be permitted to make changes in its manufacturing process at
any time, so long as such changes do not affect the form, fit or function of the
Products.
11.2 Content of Specifications. The Specifications shall include, but shall
not be limited to (i) detailed electrical, mechanical, performance and
appearance specifications for each
-10-
model of Product, (ii) the BOM; (iii) tooling specifications, along with a
detailed description of the operation thereof, (iv) art work drawings, (v)
Component specifications, (vi) supplier cross references.
11.3 Quality of Components. SANMINA-SCI shall use in its production of
Products such Components of a type, quality, and grade specified by CUSTOMER to
the extent CUSTOMER chooses to so specify, and shall purchase Components only
from Vendors appearing on CUSTOMER's approved vendor list ("AVL"); provided,
however, that in the event SANMINA-SCI cannot purchase a Component from a Vendor
on CUSTOMER'S AVL for any reason, SANMINA-SCI shall be able to purchase such
Component from an alternate Vendor, subject to CUSTOMER's prior written
approval, which approval shall not be unreasonably withheld or delayed.
11.4 Quality Specifications. SANMINA-SCI shall comply with the quality
specifications set forth in its Quality Manual, incorporated by reference
herein, a copy of which is available from SANMINA-SCI upon request.
11.5 Inspection of Facility. Upon reasonable advance written notice,
CUSTOMER may inspect the Products and Components held by SANMINA-SCI for
CUSTOMER at SANMINA-SCI's facilities during SANMINA-SCI's regular business
hours, provided that such inspection does not unduly affect SANMINA-SCI's
operations. CUSTOMER and its representatives shall observe all security and
handling measures of SANMINA-SCI while on SANMINA-SCI's premises. CUSTOMER and
its representatives acknowledge that their presence on SANMINA-SCI's property is
at their sole risk.
12. FORCE MAJEURE
12.1 Force Majeure Event. For purposes of this Agreement, a "Force Majeure
Event" shall mean (i) the occurrence of unforeseen circumstances beyond a
party's control and without such party's negligence or intentional misconduct,
including, but not limited to, any act by any governmental authority, act of
war, natural disaster, strike, boycott, embargo, shortage, riot, lockout, labor
dispute, civil commotion and (ii) the failure of a Vendor to timely deliver a
Component to SANMINA-SCI.
12.2 Notice of Force Majeure Event. Neither party shall be responsible for
any failure to perform due to a Force Majeure Event provided that such party
gives notice to the other party of the Force Majeure Event as soon as reasonably
practicable, but not later than five (5) days after the date on which such Party
knew or should reasonably have known of the commencement of the Force Majeure
Event, specifying the nature and particulars thereof and the expected duration
thereof; provided, however, that the failure of a party to give notice of a
Force Majeure Event shall not prevent such party from relying on this Section
except to the extent that the other party has been prejudiced thereby
12.3 Termination of Force Majeure Event. The party claiming a Force Majeure
Event shall use reasonable efforts to mitigate the effect of any such Force
Majeure Event and to cooperate to develop and implement a plan of remedial and
reasonable alternative measure to remove the Force Majeure Event; provided,
however, that neither party shall be required under
-11-
this provision to settle any strike or other labor dispute on terms it considers
to be unfavorable to it. Upon the cessation of the Force Majeure Event, the
party affected thereby shall immediately notify the other party of such fact,
and use its best efforts to resume normal performance of its obligations under
the Agreement as soon as possible.
12.4 Limitations. Notwithstanding that a Force Majeure Event otherwise
exists, the provisions of this Article shall not excuse (i) any obligation of
either party, including the obligation to pay money in a timely manner for
Product actually delivered or other liabilities actually incurred, that arose
before the occurrence of the Force Majeure Event causing the suspension of
performance; or (ii) any late delivery of Product, equipment, materials,
supplies, tools, or other items caused solely by negligent acts or omissions on
the part of such party.
12.5 Termination for Convenience. In the event a party fails to perform any
of its obligations for reasons defined above for a cumulative period of sixty
(60) days or more from the date of such party's notification to the other party
then the other party at its option may extend the corresponding delivery period
for the length of the delay, or terminate this Agreement effective immediately
upon notice to the non-terminating party, subject to any termination liability
pursuant to Section 10.4(a) above.
13. CONFIDENTIALITY AND NON-SOLICITATION OF EMPLOYEES
13.1 Definitions. For the purpose of this Agreement,
(a) "Confidential Information" means information (in any form or
media) regarding a party's customers, prospective customers (including lists of
customers and prospective customers), methods of operation, engineering methods
and processes (including any information which may be obtained by a party by
reverse engineering, decompiling or examining any software or hardware provided
by the other party under this Agreement), programs and databases, patents and
designs, billing rates, billing procedures, vendors and suppliers, business
methods, finances, management, or any other business information relating to
such party (whether constituting a trade secret or proprietary or otherwise)
which has value to such party and is treated by such party as being
confidential; provided, however, that Confidential Information does not include
information that (i) is known to the other party prior to receipt from the
disclosing party hereunder, which knowledge shall be evidenced by written
records, (ii) is or becomes in the public domain through no breach of this
Agreement, or (iii) is received from a third party without breach of any
obligation of confidentiality; and provided further, that Confidential
Information does not include any information provided by CUSTOMER to SANMINA-SCI
regarding the manufacturing process.
(b) "Person" shall mean and include any individual, partnership,
association, corporation, trust, unincorporated organization, limited liability
company or any other business entity or enterprise.
(c) "Representative" shall mean a party's employees, agents, or
representatives, including, without limitation, financial advisors, lawyers,
accountants, experts, and consultants.
-12-
13.2 Nondisclosure Covenants.
(a) In connection with this Agreement, each party (the "Disclosing
Party") may furnish to the other party (the "Receiving Party") or its
Representatives certain Confidential Information. For a period of three (3)
years from the date of this Agreement, the Receiving Party (a) shall maintain as
confidential all Confidential Information heretofore or hereafter disclosed to
it by the Disclosing Party, (b) shall not, directly or indirectly, disclose any
such Confidential Information to any Person other than those Representatives of
the Receiving Party whose duties justify the need to know such Confidential
Information and then only after each Representative has agreed in writing to be
bound by this Confidentiality Agreement and clearly understands his or her
obligation to protect the confidentiality of such Confidential Information and
to restrict the use of such Confidential Information and (c) shall treat such
Confidential Information with the same degree of care as it treats its own
Confidential Information (but in no case with less than a reasonable degree of
care).
(b) The disclosure of any Confidential Information is solely for the
purpose of enabling each party to perform under this Agreement, and the
Receiving Party shall not use any Confidential Information disclosed by the
Disclosing Party for any other purpose.
(c) Except as otherwise set forth in this Agreement, all Confidential
Information supplied by the Disclosing Party shall remain the property of the
Disclosing Party, and will be promptly returned by the Receiving Party upon
receipt of written request therefor.
(d) If the Receiving Party or its Representative is requested or
becomes legally compelled to disclose any of the Confidential Information, it
will provide the Disclosing Party with prompt written notice and will cooperate
with the Disclosing Party to obtain a protective order or other remedy. If a
protective order or other remedy is not obtained, then only that part of the
Confidential Information that is legally required to be furnished will be
furnished, and reasonable efforts will be made to obtain reliable assurances of
confidentiality.
13.3 Non-Solicitation of Employees. During the term of this Agreement and
for a period of two (2) years thereafter, neither party shall directly or
indirectly solicit, recruit or hire (or attempt to solicit, recruit or hire) any
of the other party's employees.
13.4 Injunctive Relief Authorized. Any material breach of this Section by a
party or its Representatives may cause irreparable injury and the non-breaching
party may be entitled to equitable relief, including injunctive relief and
specific performance, in the event of a breach. The above will not be construed
to limit the remedies available to a party. In addition, the prevailing party
will be entitled to be reimbursed for all of its reasonable attorneys' fees and
expenses at all levels of proceedings and for investigations, from the
non-prevailing party.
14. INSURANCE
SANMINA-SCI agrees to maintain during the term of this Agreement (a)
workers' compensation insurance as prescribed by the law of the state in which
SANMINA-SCI's services are performed; (b) employer's liability insurance with
limits of at least $500,000 per occurrence; (c) comprehensive automobile
liability insurance if the use of motor vehicles is required, with limits of at
least $1,000,000 for bodily injury and property damage for each occurrence; (d)
-13-
commercial general liability insurance, including blanket contractual liability
and broad form property damage, with limits of at least $5,000,000 combined
single limit for personal injury and property damage for each occurrence; and
(e) commercial general liability insurance endorsed to include products
liability and completed operations coverage in the amount of $5,000,000 for each
occurrence. The minimum amount of insurance required may be satisfied by
SANMINA-SCI purchasing primary coverage in the amount specified, or a separate
umbrella or excess liability policy together with a lower limit primary
underlying policy. The structure of coverage is at SANMINA-SCI's option so long
as the total amount of insurance meets these minimum requirements. SANMINA-SCI
shall furnish to CUSTOMER certificates or evidence of the foregoing insurance
indicating the amount and nature of such coverage and the expiration date of
each policy. Each party agrees that it, its insurer(s) and anyone claiming by,
through, under or in its behalf shall have no claim, right of action or right of
subrogation against the other party and the other party's affiliates, directors,
officers, employees and customers based on any loss or liability insured against
under the insurance required by this Agreement.
15. CREDIT LIMIT
SANMINA-SCI shall provide CUSTOMER with an initial credit limit of $[**],
which shall be reviewed (and, if necessary, adjusted) as required. SANMINA-SCI
shall have the right to reduce the credit limit upon [**] days' prior written
notice to CUSTOMER. In the event CUSTOMER exceeds this credit limit or has any
outstanding invoice for more than [**] days, SANMINA-SCI shall have the right to
stop shipments of Product to CUSTOMER until CUSTOMER makes a sufficient payment
to bring its account within the credit limit provided.
16. MISCELLANEOUS
16.1 Integration Clause. This Agreement (including the Exhibits and
Schedules to this Agreement) constitutes the entire agreement of the parties,
superseding all previous Agreements covering the subject matter. This Agreement
shall not be changed or modified except by written Agreement, specifically
amending, modifying and changing this Agreement, signed by SANMINA-SCI and an
authorized representative of the CUSTOMER.
16.2 Order of Precedence. All quotations, Orders, acknowledgments and
invoices issued pursuant to this Agreement are issued for convenience of the
Parties only and shall be subject to the provisions of this Agreement and the
Exhibits hereto. When interpreting this Agreement, precedence shall be given to
the respective parts in the following descending order: (a) this Agreement; (b)
Schedules and Exhibits to this Agreement; and (c) if Orders are used to release
product, those portions of the Order that are not pre-printed and which are
accepted by SANMINA-SCI. The Parties acknowledge that the preprinted provisions
on the reverse side of any such quotation, Order, acknowledgment or invoice
shall be deemed deleted and of no effect whatsoever. No modification to this
Agreement, the Exhibits or any Order shall be valid without the prior written
consent of the Purchase Agreement Coordinators of SANMINA-SCI and CUSTOMER.
16.3 Assignment. Neither this Agreement nor any rights or obligations
hereunder shall be transferred or assigned by either party without the written
consent of the other party, which consent shall not be unreasonably withheld or
delayed. This Agreement may be assigned by
-14-
either party to any corporation controlling, controlled by or under common
control with its parent corporation or to any successor to substantially all the
business of the party.
16.4 Notices. Wherever one party is required or permitted or required to
give written notice to the other under this Agreement, such notice will be given
by hand, by certified U.S. mail, return receipt requested, by overnight courier,
or by fax and addressed as follows:
If to Buyer: with a copy to:
Netezza Corporation Netezza Corporation
▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Att'n: ▇▇▇ ▇▇▇▇▇▇ Att'n: Legal Department
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
If to Seller: with a copy to:
SANMINA-SCI Corporation SANMINA-SCI Corporation
▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇▇▇ ▇. ▇▇▇▇▇ ▇▇▇▇▇▇
▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇ ▇▇▇ ▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Att'n: President Att'n: Legal Department
Phone: (▇▇▇) ▇▇▇-▇▇▇▇ Phone: (▇▇▇) ▇▇▇-▇▇▇▇
Fax: (▇▇▇) ▇▇▇-▇▇▇▇ Fax: (▇▇▇) ▇▇▇-▇▇▇▇
All such notices shall be effective upon receipt. Either party may designate a
different notice address from time to time upon giving ten (10) days' prior
written notice thereof to the other party.
16.5 Disputes/Choice of Law. The parties shall attempt to resolve any
disputes between them arising out of this Agreement through good faith
negotiations. This Agreement shall be construed in accordance with the
substantive laws of the State of Delaware (excluding its conflicts of laws
principles).
-15-
IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be executed
effective as of the date on page one, by their officers, duly authorized.
SANMINA-SCI CORPORATION NETEZZA CORPORATION (CUSTOMER)
By: /s/ [Illegible] By: /s/ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇.
--------------------------------- ------------------------------------
Signature Signature
[Illegible] ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇.
Typed Name Typed Name
VP-GM CFO
Title Title
6-17-04 6/17/04
Date Date
-16-
INDEX
1. TERM
2. PRICING
3. PAYMENT TERMS
4. PURCHASE ORDERS/FORECAST-RESCHEDULE
5. DELIVERY AND ACCEPTANCE
6. CHANGES
7. WARRANTY
8. CUSTOMER FURNISHED EQUIPMENT AND COMPONENTS
9. INDEMNIFICATION AND LIMITATION OF LIABILITY
10. TERMINATION
11. QUALITY
12. FORCE MAJEURE
13. CONFIDENTIALITY AND NON-SOLICITATION OF EMPLOYEES
14. INSURANCE
15. CREDIT LIMIT
16. MISCELLANEOUS
EXHIBITS
A. PRICES
B. LONG LEAD-TIME COMPONENTS
C. SPECIFICATIONS
D. CUSTOMER FURNISHED EQUIPMENT, COMPONENTS AND DOCUMENTATION
-17-
EXHIBIT A
PRICING
PRODUCT QUANTITY PRICE
------- -------- -----
Netezza Performance Server systems and To be determined To be determined based on market
components, built to CUSTOMER's on an ongoing basis pricing at the time of each order
specifications
MINIMUM ORDER QUANTITY/MONTH OR RUN RATE:
NON-RECURRING CHARGES:
-18-
EXHIBIT B
LONG LEAD-TIME COMPONENTS (LEAD TIME IS IN DAYS)
-19-
200308 Chassis component leadtimes
6/2/2004
Item Description Prog Board LT
---- -------------------------------- ------- ---------------------- ---
N20081 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 15
N20774 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 15
N10910 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20132/7-Q, 20705/3-Q 20
N20087 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20705/3-Q, 20939/A4-Q 20
N20101 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 20
N20125 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20132/7-Q, 20939/A4-Q 20
N20128 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 20
N20222/3 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20
N20268 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 202481/4 20
N20269 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 202481/4 20
N20271 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 202481/4 20
N20504 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 202481/4 20
N20509 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 202481/4 20
N12100 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 25
N13157 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 25
N20024/3 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 25
N20058 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 25
N20607 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20705/3-Q, 20704/3-Q,
20939/A4-Q 25
N20636 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 25
LS07309980 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q, 20940/A4-Q 30
N12102 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 30
N13123 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 30
N15050 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 30
N15110 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 30
N15178 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 30
N20072 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 30
N20949/1 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 30
THT-49-423-10 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q, 20132/7-Q,
20016/4-Q 30
THT-55-434-1 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 30
N10030 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 35
N13158 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 35
N20025/6 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 35
N20026/4 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 35
N20027-1/1 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20939/A4-Q 35
N20035/7 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20705/3-Q 35
N20062 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 35
N20088 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 35
N20089 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 35
N20119/3 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20705/3-Q 35
N20146/5 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 35
N20937 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 35
N10028 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N11213 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 40
N11217 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 40
N12054 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N13159 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N13161 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N15030 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 40
N15164 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15165 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15167 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15168 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N15169 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15171 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15172 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15177 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
-20-
200308 Chassis component leadtimes
6/2/2004
Item Description Prog Board LT
---- -------------------------------- ------- ---------------------- ---
N15180 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N15181 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15187 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N15190 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20032 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20061 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20221 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20132/7-Q 40
N20560 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20578 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20585 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20586 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20587 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20589 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20595 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20596 20001 REV 2 NETEZZA 14-SLOT BACK NETF77A 20704/3-Q, 20940/A4-Q 40
N20599 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20622 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20623 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20667 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20682 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20689 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20690 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20710 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20712 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20713 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20716 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20717 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20719 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20725 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20726 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20730 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20753 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 40
N20756 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20812 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20813 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 40
N20831 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 40
N20889 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 40
N15104 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N15120 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N20064 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20004/2-Q 45
N20591 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 45
N20605 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N20665 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N20668 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N20666 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N20720 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 45
N20724 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 45
N20755 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N20888 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 45
NETE20005/2.0 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 200004/2-Q 45
NETE20021/2 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 45
NETE20703/2 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 45
NETE20807/1 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 45
N10026 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 50
N10029 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 50
N10033 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N12025 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N12109 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
-21-
200308 Chassis component leadtimes
6/2/2004
Item Description Prog Board LT
---- -------------------------------- ------- ---------------------- ---
N15189 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20022 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4 50
N20065 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20203 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4 50
N20584 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 50
N20611 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20637 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20695 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 50
N20715 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20721 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20729 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20750 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 50
N20811 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 50
N20828/1.089 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N20901/1.0 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 50
N10060 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N12065 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N13110 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20063 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20136 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 60
N20218 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20219 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20579 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 60
N20581 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 60
N20583 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20662 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20723 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20733 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 60
N20734 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20735 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 60
N20754 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 60
N20808 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 60
N20810 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 60
N20938 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 60
N20000/14 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 66
N20006-1/9 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 66
N20060/8 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA N20128 66
N207471/1.1 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 66
N20969 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 66
N20975 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 66
N10016 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N11525 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 70
N11526 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 70
N12058 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 70
N12067 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N13102 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N13122 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N15113 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N15150 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N15151 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N15152 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N15153 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N15154 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N15155 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N15157 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N15159 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N15160 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N15161 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N15162 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
-22-
200308 Chassis component leadtimes
6/2/2004
Item Description Prog Board LT
---- -------------------------------- ------- ---------------------- ---
N15166 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N15176 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N15183 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N15185 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N15191 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N15196 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N20158 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 70
N20165 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20016/4-Q 70
N20562 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N20588 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N20598 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N20670 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N20681 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 70
N20731 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 70
N20736 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 70
N20602 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 75
N10015 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 80
N12016 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 80
N20593 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 80
N20594 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 80
N20663 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 80
N20706 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 80
N20707 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 80
N20708 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 80
N20732 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 80
N13114 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 85
N13113 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 90
N20603 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 90
N20604 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 90
N20669 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20940/A4-Q 90
N20709 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q 90
N20592 20004 REV 2 NETEZZA 14-SLOT BACK NETEZZA 20704/3-Q, 20940/A4-Q 105
-23-
EXHIBIT C
NETEZZA PRODUCT REVISIONS
EFFECTIVE 6/2/04
NAME PART NUMBER REVISION
---- ----------- --------
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[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
[**] [**] [**]
ANY OF THE FOLLOWING SPECIFICATIONS, STANDARDS, OR PROCEDURES IS AVAILABLE UPON
REQUEST.
BASELINE ▇▇▇▇ OF MATERIAL
SPECIFIC QUALITY STANDARDS
STATEMENT OF WORK
ACCEPTANCE/INSPECTION CRITERIA
ASSEMBLY AND TEST DOCUMENTS
PACKAGING SPECIFICATION
WORKMANSHIP STANDARDS
DESCRIPTION OF IN CIRCUIT OR FUNCTIONAL TEST
DRAWINGS / ARTWORK / SCHEMATICS
LABEL PLACEMENT IMAGES
GERBER FILES
ENVIRONMENTAL STRESS SCREENING REQUIREMENTS
PARTS/COMPONENT SPECIFICATIONS
APPROVED OR QUALIFIED VENDOR LIST
-24-
DRILL TAPES
ELECTROSTATIC DISCHARGE REQUIREMENTS
-25-
EXHIBIT D
CUSTOMER FURNISHED EQUIPMENT/CONSIGNED COMPONENTS
TOOLING:
Control Location Cal. Inspection Inspection Inspection
Number Description Mfgr Model # Serial # (Dept.) Rqd. Date Cycle Due Date
------- ----------- ---- ------- -------- -------- ---- ---------- ---------- ----------
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
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[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
[**] [**] [**] [**] [**] [**] [**]
TEST EQUIPMENT
Control Location Inspection Inspection Inspection
Number Description Mfgr Model # Serial # (Dept.) Date Cycle Due Date
------- ----------- ---- ------- -------- -------- ---------- ---------- ----------
[**] [**] [**] [**]
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-26-
Control Location Inspection Inspection Inspection
Number Description Mfgr Model # Serial # (Dept.) Date Cycle Due Date
------- ----------- ---- ------- -------- -------- ---------- ---------- ----------
[**] [**] [**] [**]
[**] [**] [**] [**] [**]
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[**] [**] [**] [**]
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-27-
AMENDMENT NO. 1
TO
MANUFACTURING SERVICES AGREEMENT
BETWEEN
SANMINA-SCI CORPORATION
AND
NETEZZA CORPORATION
WHEREAS, Sanmina-SCI Corporation and Netezza Corporation (hereinafter, "the
Parties") are desirous of amending the terms and conditions of the
"Manufacturing Services Agreement", dated June 17, 2004 between Sanmina-SCI
Corporation and Netezza Corporation (hereinafter, "the Agreement");and
WHEREAS, having reached Agreement relative to the terms and conditions of
such amendment, the Parties desire to enter into this Amendment No. 1, which
shall, upon the date of last execution by the Parties below, become of immediate
force and effect, revising the Agreement as specifically noted herein:
NOW, THEREFORE, the parties hereby agree to amend the Agreement as follows:
1. Exhibit "E" - A "new" Exhibit "E", "A" Items Used In NPS 8000 Series
Products, attached hereto and incorporated herein by reference, is hereby
added to the Manufacturing Services Agreement and incorporated therein by
reference.
2. Except as specifically noted hereinabove, all remaining terms and
conditions contained in the Agreement between the Parties shall not be
affected by the terms and conditions of this Amendment No. 1 and shall
remain in full force and effect.
3. In the event of any conflict between the terms and conditions of this
Amendment No. 1 and the terms and conditions of the Agreement between the
Parties, this Amendment No. 1 shall be deemed controlling with respect to
the specific subject matter hereof.
IN WITNESS WHEREOF, the Parties have caused this Amendment No. 1 to be
executed by their respective duly authorized representatives as provided herein
below.
SANMINA-SCI CORPORATION NETEZZA CORPORATION
/s/ [Illegible] /s/ ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇.
------------------------------------- ----------------------------------------
Signature Signature
[Illegible] ▇.▇. ▇▇▇▇▇▇▇▇ ▇▇.
Printed Name Printed Name
VP-GM SVP + CFO
Title Title
5-11-05 5.11.05
Date Date
-28-
EXHIBIT E
"A" ITEMS USED IN NPS 8000 SERIES PRODUCTS
1. [**]
2. [**]
3. [**]
4. [**]
5. [**]
6. [**]
7. [**]
8. [**]
9. [**]
-29-
