1
EXHIBIT 10.14
OEM PURCHASING
AGREEMENT
#99-04
PREPARED FOR
UNISKOR
(acquired by Flextronics)
SUBMITTED BY
NBASE-XYPLEX,
CHATSWORTH, CA
2
PURCHASING AGREEMENT
TABLE OF CONTENTS
Section Page
1.0 PURPOSE............................................................... 3
2.0 SCOPE................................................................. 3
3.0 TURNKEY AGREEMENT..................................................... 3
3.1 PURCHASE ORDERS ...................................................... 3
3.2 FORECASTS............................................................. 3
3.3 JIT PRODUCT AVAILABILITY.............................................. 4
3.4 QUARTERLY COST ANALYSIS............................................... 4
3.5 ENGINEERING CHANGES................................................... 5
3.6 INVOICING/PAYMENT .................................................... 5
3.7 PURCHASED/CONSIGNED EQUIPMENT ........................................ 5
3.8 PACKAGING FOR SHIPMENT................................................ 6
3.9 SHIPMENT.............................................................. 6
3.10 INSPECTION ........................................................... 6
3.11 NON-CONFORMING SHIPMENTS ............................................. 6
3.12 WARRANTY AND LIMITATIONS ............................................. 6
3.13 APPROVED VENDORS ..................................................... 7
3.14 REGULATORY REQUIREMENTS .............................................. 7
3.15 GENERAL .............................................................. 8
4.0 TERMINATION .......................................................... 11
4.1 EFFECT OF TERMINATION ................................................ 11
AGREEMENT TERM SHEET ...................................................... 13
CONFIDENTIAL INFORMATION NON-DISCLOSURE STATEMENT NBASE-
XYPLEX, CHATSWORTH ........................................................ 14
3
1.0 PURPOSE
This Agreement #99-04 ,is hereby made this 9TH DAY OF DECEMBER, 1999
between MRV Communications, Inc. doing business as NBase-Xyplex, 0000
Xxxxxxxxxx Xxx., Xxxxxxxxxx, XX, XXX ("Buyer") and Uniskor, Ramat
Gavriel Ind. Zone, Xxxxxx Hamek, Israel ("Seller") for the purchase of
goods and services as specified in this document and it's attachments
and approved by the authorized representatives as shown on the Purchase
Agreement Signature Sheet.
2.0 SCOPE
Seller agrees to manufacture, test and make available to Buyer the goods
and services as described in the Agreement Term Sheet in accordance with
the product design, manufacturing and test specifications provided by
Buyer. Purchase Orders and/or notices issued by Buyer and referencing
Agreement will constitute the sole authorization for Seller to take
action or incur any costs for which Seller expects reimbursement from
Buyer. Seller to stock inventory at mutually agreed location for release
to Buyer on a JIT basis (section 3.3).
Seller is responsible for identification of long lead time and
Non-Cancelable/Non-Returnable (NC/NR) materials. Seller must obtain
written authorization from Buyer prior to procuring long lead time
materials required per forecast in excess of inventories committed to by
released purchase orders. Seller must obtain written authorization from
Buyer prior to procuring any NC/NR materials.
Additional inventories maintained by Seller for adherence to committed
delivery schedules are at the Seller's discretion and are not billable
to Buyer unless prior agreement has been obtained.
3.0 TURNKEY AGREEMENT
3.1 PURCHASE ORDERS
Buyer shall issue a blanket/non-binding purchase order to allow for
deliveries to be processed and invoices paid. Each Purchase order will
specify goods and services to be received from Seller under the
provisions of this Agreement by issuing Purchase Orders in accordance
with the information described in the Term Sheet (Attachment "A").
Purchase Orders shall contain the following information:
* Type of product and quantity ordered
* Unit Price as defined in the Term Sheet
* Reference to this Agreement
Seller agrees to accept all Purchase Orders issued under the provisions
of this Agreement for the term of the Agreement.
3.2 FORECASTS
- A Schedule/Forecast report will be provided on a monthly basis.
The report will include 120 days worth of committed quantities
on a monthly basis and eight months worth of a non-binding
forecast.
- Buyer may make changes to Schedules and Forecasts including
reschedules and quantity changes by sending an updated report to
Seller in accordance with the procedures in this section.
A. Buyer may increase schedule or forecast on any products per the
purchase order. Seller will make every reasonable effort to
accommodate reschedule requests without expedite fees or with
reasonable,
Page 3
4
substantiated charges. Any disagreement with the changes
provided to the Seller must be submitted to the Buyer within 5
business days.
B. If, upon termination of the Agreement, Buyer has not purchased
at least the total committed quantity as listed on the monthly
forecast/commitment sheet, Buyer accepts liability for any
non-standard products and inventory of unique component parts
substantiated by Seller and in accordance with provisions
outlined in section 2 of this Agreement. Seller will make
reasonable attempts to restock or utilize common materials and
to resell or otherwise promptly attempt to mitigate Buyer's
liability.
3.3 JIT PRODUCT AVAILABILITY
A. Seller will stock a minimum quantity, as shown on the
schedule/forecast report, of Finished Product to replenish NBase
stock consumed by actual customer orders and will be shipped to
NBase on a weekly basis (or as necessary to meet customer
orders). Quantities consumed should be replaced within one (1)
week from the time it is shipped. Any product put into stock up
to the minimum quantity will be taken by the Buyer within 45
days of the time product was completed.
B. Seller will stock one (1) months worth of forecasted generic PCB
assemblies and final configuration material to be used to
replenish Finished Product as consumed. When stocked quantity
goes below two (2) weeks worth of forecasted requirements a
replenishment kit of one (1) months forecast will be released
for assembly.
C. Seller will stock a minimum of two (2) months worth of component
stock to replenish generic PCB assemblies once they are reduced
to two weeks worth of forecasted quantities.
D. Seller will have all material required to build one (1) months
worth of forecasted quantities.
Example of JIT inventory status.
-----------------------------------------------------------------------------------------------------------------------
min qty 1st month 2nd month 3rd month 4th month
-----------------------------------------------------------------------------------------------------------------------
Status of Complete Finished generic Material in stock Material in stock Material on order
material Finished/Boxed PCBA and and ready to be and ready to be and scheduled to
Product Packaging built as needed. build as needed. be received by the
material available first of the
by the 1st of the following month.
month
-----------------------------------------------------------------------------------------------------------------------
3.4 QUARTERLY COST ANALYSIS
Buyer and Seller agree to review product costs quarterly for all or part
of the Agreement at the request of either party. Buyer and Seller
further agree to re-negotiate pricing should reductions based on
material cost, quantity, learning curve, efficiency improvements,
automation, et cetera occur as well as increases based on material cost,
order reductions, etc., occur. Seller agrees to substantiate material
cost changes by submitting copies of purchase orders, invoices or other
documentation acceptable to Buyer if requested.
Buyer may be responsible for additional charges consisting of costs and
expenses not defined in the Term Sheet where the charges fall into one
of the following categories:
A. Changes made by Buyer to Product design or manufacturing
specifications.
Page 4
5
B. Any inventory rendered obsolete by a change to the Product
design or manufacturing specification; provided, however, that
such inventory is not in excess of Buyer's current quarterly
forecast commitment or authorized by Buyer under the provisions
outlined in section 2 of this Agreement.
C. Non-recurring charges for tooling, fixtures and programming. All
tooling, fixtures and programs to be property of Buyer.
3.5 ENGINEERING CHANGES
A. Engineering Changes proposed by Seller: Seller shall notify
Buyer of any proposed change to any Product (an "Engineering
Change") and shall supply Buyer with a written description of
the change including effect on price as well as cost savings
permitted by the Engineering Change. Buyer may elect to evaluate
units and modifications specified as part of the proposed
change. Buyer shall inform Seller of approval or disapproval
within a period of time negotiated after Buyer's receipt of
written request. Seller may not change, modify or in any way
alter the design or process without Buyer's prior written
consent. Seller must adhere to mutually agreed delivery
schedules until such time as Buyer approves or disapproves
requested changes. All Engineering Changes accepted by Buyer
become part of the Product design and thereby the property of
the Buyer.
B. Engineering Changes requested by Buyer: Buyer may request, in
writing, that Seller incorporate an Engineering Change into the
Product. The released ECN will include a description of the
requested change sufficient to permit Seller to evaluate its
feasibility. Seller shall inform Buyer, in writing, of terms and
conditions under which it will incorporate the Change within a
period of time negotiated after Seller's receipt of written
request.
C. Seller's written response shall include cost savings or increase
and effectivity lead time. If Buyer accepts the Seller's
response, the "Products, Pricing and Requirements" section of
the Term Sheet and any attached Product Specifications and Test
Specifications may be amended. Seller shall not unreasonably
refuse to incorporate Buyer's Engineering Changes in the Product
when requested by Buyer.
3.6 INVOICING/PAYMENT
Seller shall invoice Buyer upon receipt of material at inventory
location mutually agreed upon by Buyer and Seller and in accordance with
unit price listed on Term Sheet.
3.7 PURCHASED/CONSIGNED EQUIPMENT
A. Buyer may consign equipment to Seller for the purpose of
manufacturing and/or testing product. This equipment may include
assembly fixtures, test fixtures, software, burn-in/run-in units
or similar proprietary equipment.
B. Seller shall maintain such (A) equipment in good working order
at all times, including periodic verification of accuracy, for
the term of the Agreement.
C. Seller shall return all Buyer consigned equipment to Buyer upon
termination of the Agreement or at completion of Seller's
warranty and/or service obligations.
D. Seller shall at all times maintain an updated list of Buyer
consigned equipment as well as any additional equipment that may
have been bought, leased, rented or otherwise provided by Seller
but paid for by Buyer.
Page 5
6
3.8 PACKAGING FOR SHIPMENT
Seller shall package the Products for shipment or receipt to inventory
location in accordance with Buyer's packaging instructions or, if
unspecified, in accordance with reasonable accepted commercial practices
such that the Product arrives at Buyer's location in an acceptable
condition.
3.9 SHIPMENT
All goods ordered under this Agreement and shipped per requirement shall
be shipped F.O.B. Seller's "Shipping Point" following Buyer defined mode
of transport.
3.10 INSPECTION
Buyer reserves the right to inspect any shipment of Product and will
notify Seller of any count discrepancies or defects found relative to
product specifications, performance requirements, test
result/certifications, mechanical or cosmetic characteristics. Seller
consents to source inspection, visits or surveys by Buyer, Regulatory
Agency or Buyer's customer for the purpose of auditing processes and
determining that the subcontracted assemblies conform to specifications.
Any activity found to be detrimental will require Seller to respond with
appropriate corrective action. Failure to do so could result in contract
termination.
3.11 NON-CONFORMING SHIPMENTS
Prior to returning any non-conforming Product to Seller, Buyer shall
obtain a "Return Material Authorization" (RMA) number from Seller.
Seller shall issue said RMA number within five (5) working days notice
of request by Buyer.
A. In-warranty product shall be repaired by Seller free of charge.
All transportation costs to and from Seller shall be borne by
Seller. Within five (5) days after receipt of returned Product,
Seller shall evaluate the units and confirm non conformance.
Within ten (10) days after receipt of returned Product, Seller
shall ship an equivalent quantity of repaired or new units to
Buyer.
B. Out-of-warranty product shall be repaired by Seller at a charge
to be mutually agreed upon. All transportation costs to and from
Seller shall be borne by Buyer. Seller shall notify Buyer of all
charges within five (5) working days after receipt of Product.
Only those charges approved in writing by Buyer shall be allowed
as billable by Seller. Seller shall return repaired product to
Buyer within thirty (30) calendar days.
3.12 WARRANTY AND LIMITATIONS
Seller represents and warrants to Buyer as follows:
A. Each unit of the Products listed on the Term Sheet shall conform
to it's Product Specifications and Product Test Specifications
as listed on the Signature Sheet and as defined by part number
and description on the Purchase Order.
Page 6
7
B. Each unit of each Product shall be free from defects in
workmanship and materials for a warranty period of twenty four
(24) months from receipt of new product at Buyer's location,
provided that the materials portion of the warranty shall not
apply to the following:
1. Any materials consigned or supplied to Seller by Buyer.
2. Any unit of the Product that has been abused, damaged,
altered or misused by any person other than Seller after
receipt of unit by Buyer.
C. Any "In-Warranty" Product that is returned to Seller and
repaired by Seller for shipment back to Buyer shall be deemed as
new Product and shall, therefore, be subject to a twelve (12)
month warranty period starting with receipt at Buyer's location.
D. Any "Out-of-Warranty" Product that is repaired by Seller shall
be deemed as used Product and shall, therefore, be subject to a
twelve (12) month warranty period starting with receipt at
Buyer's location.
3.13 APPROVED VENDORS
Buyer will supply Seller with a list of approved sources for materials
to assemble products outlined on Term Sheet.
A. Electronic components may be procured from sources preferred by
Seller but must conform to manufacturer's name and part number
as defined by Buyer's Approved Manufacturer's List supplied to
Seller.
B. Fabricated parts, (sheet metal, PCBs, etc.) should be procured
by Seller from Buyer's preferred sources but may be procured
from sources preferred by Seller in accordance with criteria
acceptable to Buyer.
C. Seller accepts responsibility for price, delivery, quantity and
quality of all electronic components and fabricated parts per
items A and B above.
D. Seller will install components on printed circuit board
assemblies that are date coded no more than 18 months from date
of manufacture.
3.14 REGULATORY REQUIREMENTS
A. Seller is required to manufacture and control the product as
defined in the term sheet in accordance with the following
safety agency guidelines in accordance with construction data
sheets and any other certifications agreed at time of contract.
1. Underwriters Laboratories (UL1950)
2. Canadian Standards Association (C22.2 No. 950-M89)
B. Seller to provide reasonable access to safety agency inspectors
as required to audit the facility, the process and/or the
product for conformance to written guidelines provided by
NBase-Xyplex, Chatsworth or the respective Agency.
C. Seller will maintain registration to (at least) ISO-9002.
Page 7
8
3.15 GENERAL
A. COMPLETE AGREEMENT
This Agreement, together with its attachments and the purchase orders
issued under it, constitutes the entire agreement between the parties
regarding the manufacture, sale and purchase of said goods and services.
This Agreement supersedes all previous oral or written agreements and
understandings on this subject between the parties or any of their
officials or representatives.
B. ORDER OF PRECEDENCE
In the event of conflict in the provisions of the following documents,
the order of precedence shall be as shown.
1. The typed provisions on the face of the Buyer's purchase
order
2. This Agreement and its attachments
3. The preprinted terms and conditions on the back of
Buyer's purchase order
C. INDEPENDENT CONTRACTOR
Neither party shall, for any purpose, be deemed an employee or
agent of the other party. The relationship between parties shall
be that of independent contractors.
D. SEVERABILITY
In case any provision of this Agreement shall, for any reason,
be held to be invalid, illegal or unenforceable in any respect,
except in those instances where removal or elimination of such
provision would result in a failure of consideration under this
Agreement, the validity, legality and enforceability of the
remaining provisions of this Agreement shall in no way be
affected or impaired thereby, and this Agreement shall be
construed as if such invalid, illegal or unenforceable provision
had never been contained herein.
E. GOVERNING LAW
This Agreement shall be governed by and construed in accordance
with the internal laws of the State of California (without
reference to the conflicts of law provisions thereof). Each of
the parties irrevocably consents to the jurisdiction of the
United States federal courts and the state courts located in the
State of California in any suit or proceeding based on or
arising under this Agreement and irrevocably agrees that all
claims in respect of such suit or proceeding may be determined
in such courts. Each of the parties irrevocably waives the
defense of an inconvenient forum to the maintenance of such suit
or proceeding. Each of the parties further agrees that service
of process upon such party mailed by first class mail to the
address set forth for such party in this Agreement shall be
deemed in every respect effective service of process upon such
party in any such suit or proceeding. Nothing herein shall
affect the right of any party to serve process in any other
manner permitted by law. Each of the parties agrees that a final
non-appealable judgment in any such suit or proceeding shall be
conclusive and may be enforced in other jurisdictions by suit on
such judgment or in any other lawful manner.
F. THIRD PARTY BENEFICIARY
This Agreement is intended for the benefit of the parties
included herein and no other person shall be entitled to rely
upon this Agreement or be entitled to any benefits under this
Agreement.
G. ASSIGNMENT
Page 8
9
Neither this Agreement nor any rights or obligations herein
shall be transferred or assigned by Seller, except as described
below, without the prior written consent of Buyer. This
Agreement may be assigned by Buyer and Seller to any corporation
controlling, controlled by or under common control with the
Buyer or Seller. Seller may assign or transfer rights or
obligations to an affiliate or subsidiary only upon obtaining
written consent of Buyer but is not excused of responsibility
and will remain liable to Buyer for Seller's performance to this
Agreement.
H. AMENDMENTS
Changes or amendments to this Agreement or its attachments shall
not be binding upon either party unless made in writing and
signed by an authorized representative of each of the parties.
I. FORCE MAJEURE
In the event that either party is prevented from performing or
is unable to perform any of its obligations under this Agreement
due to an act of nature, fire, casualty, flood, war, strike,
epidemic, lockout, destruction of production facilities, riot,
insurrection or any other cause beyond the reasonable control of
the party invoking this section, and if said party shall have
used its best efforts to mitigate its effects and if delays or
failures to perform under this Agreement have not been
occasioned by an act or omission of said party, notice of delays
or failures and causes must be given to the other party within
five (5) days of the occurrence.
As soon as it is reasonably apparent that the occurrence will
cause performance obligation delays of more than thirty (30)
days, either party shall have the right to terminate the
Agreement under written, mutually approved order.
J. COMMUNICATIONS AND NOTICES
Unless specified otherwise in this Agreement, all communications
and notices between the parties under this Agreement shall be in
writing and shall be mailed, telegraphed, faxed, emailed, or
delivered to the other party at the address set forth below the
signature of such party, or any other address either party may
designate in writing.
K. EXPENSES
In the event that a dispute between the parties listed hereunder
with respect to this Agreement must be resolved by arbitration
or either party must engage an attorney to represent said party
in arbitration, the prevailing party shall be entitled to
receive reimbursement for all associated costs and expenses
(including, without limitation, attorneys fees) from the other
party.
L. PROPRIETARY INFORMATION
All knowledge, information and data supplied to Seller by Buyer
for the purpose of enabling Seller to manufacture or supply and
deliver goods under this Agreement shall be deemed NBase-Xyplex,
Chatsworth confidential information under and pursuant to the
"Confidential Information Non-Disclosure Statement" (attachment)
executed by the parties listed and shall become binding upon
execution of this Agreement and its attachments for a period of
2 years. It shall be assumed by both parties that all such
information is proprietary unless otherwise stated in writing by
the party providing said information. In the event that Seller
is unable to continue to provide product as outlined in term
sheet, and in accordance with section 11, Buyer shall retain
Seller's product design and all technical information necessary
to continue manufacture of product.
M. INDEMNITIES
Seller shall, at no cost to Buyer, indemnify, hold harmless and
defend Buyer against any suits for, or claims of patent or
copyright infringement relating to any manufacturing process or
method or other
Page 9
10
proprietary right of Seller due to Seller's manufacturing
process or method. This indemnity shall not apply where the
infringement results from compliance with specific written
instructions from Buyer to Seller modifying the general
specifications of Seller as to such article covered by this
agreement not normally used by Seller.
N. DESCRIPTIVE HEADINGS
The descriptive headings of the sections and sub-sections of
this Agreement are for convenience only and do not in any way
limit or amplify the terms and provisions of this Agreement.
O. WAIVER
Failure by either party to insist in any instance on strict
conformance by the other party to any term or provision of this
Agreement or failure by either party to act in the event of a
breach will not be construed as a consent to or waiver of any
subsequent breach of the same or of any other term contained in
the Agreement.
P. YIELD DATA
Seller will track first-pass yields and provide data on a
monthly basis to Buyer with results listing quantity tested and
passed. Yield data to be relevant to ICT, functional test and
burn-in. Seller to take all appropriate actions to maximize
yields and minimize costs to Buyer.
Q. WORKMANSHIP STANDARDS
Seller must conform to proper workmanship standards of IPC - A -
610, class 2 or applicable notes on drawings for producing
consistent quality.
R. FIRST ARTICLE
Seller will submit a first article lot of up to 5 pieces for
each part number assembly. Delivery of production lots will only
be allowed upon successfully passing the first article
inspection. Seller will document the assembly processes for each
part number and perform audits to ensure compliance to accepted
quality levels. Copies of documented processed will be made
available to Buyer upon request.
S. SHIPMENT CERTIFICATION
Seller will participate in a certification program that would
allow for direct shipment to NBase-Xyplex, Chatsworth or to
NBase-Xyplex, Chatsworth's customer. The program requires the
Seller to provide objective evidence that the processes are in
control for up to 5 manufacturing lots or on a mutually agreed
schedule that would eliminate source or receiving inspection on
the part of NBase-Xyplex, Chatsworth. In the event that quality
degrades, NBase-Xyplex, Chatsworth reserves the right to
reinstate inspection of all lots.
T. PRODUCT MARKING
Seller will provide a current listing of all stamp impressions
or markings that are used on NBase-Xyplex, Chatsworth product
(e.g., ICT, burn-in, functional test, etc.)
U. ELECTROSTATIC DISCHARGE
Seller will conform to proper ESD measures at all times for
static sensitive components as well as PCBAs to prevent damage.
Page 10
11
4.0 TERMINATION
This Agreement may be terminated as follows:
A. At any time upon the mutual written consent of both Parties.
B. At the end of the initial term as set forth in item I of the
Term Sheet. If written notice of intention to terminate this
agreement is not submitted by at least four months prior to the
date set forth in Item I of the Term Sheet this agreement will
be extended another 6 months.
C. By either Party at any time upon the occurrence of any one or
more of the following events of default:
1. Failure of the other Party to perform any performance
obligation and to cure such failure within thirty (30)
days of receipt of written notice from the
non-defaulting Party of each failure.
2. Failure of the other Party to perform any payment
obligation and to cure such failure within thirty (30)
days of receipt of written notice from the
non-defaulting Party of each failure.
3. The seeking of an order for relief under the bankruptcy
laws of the United States or similar laws of any other
jurisdiction, a receivership for any of the assets, an
assignment for the benefit of creditors or the
dissolution or liquidation of the other party.
4.1 EFFECT OF TERMINATION
Upon termination of this Agreement, all rights and obligations granted
under or imposed by this Agreement shall immediately cease and
terminate, except for the rights and obligations set forth in sections
3.12 (Warranty) and 3.15 (General) subsection L (Proprietary
Information) of this Agreement, and for any cause of action arising
prior to the time of termination.
The sale of any Product by Seller to Buyer after the termination of this
Agreement shall be governed by the provisions of the Agreement. Nevertheless,
the acts of either party in consummating such sales shall not waive the
termination of the Agreement or renew the Agreement.
Page 11
12
PURCHASE AGREEMENT SIGNATURE SHEET
Purchase Agreement #99-04, between MRV Communications, Inc. doing business as
NBase-Xyplex, Chatsworth ("Buyer") and Uniskor ("Seller").
Seller agrees to provide and sell to Buyer, and Buyer agrees to purchase from
Seller the goods and services described on the attached Term Sheet according to
the provisions set forth in this Agreement.
This Agreement includes this page and the following attachments:
1. Attachment "A" - Agreement Term Sheet
2. Attachment "B" - Confidential Information Non-Disclosure
Statement
This Agreement may additionally include the following schedules:
* Product Specifications
* Product Test Specifications
* NBase-Xyplex, Chatsworth consigned tooling/fixtures
Buyer and Seller signatures acknowledge they have read and fully understand the
intent of this Agreement and mutually agree to provisions, terms and conditions
therein.
MRV Communications, Inc. doing business as
NBase-Xyplex, Chatsworth Uniskor
BY: BY:
---------------------------------- ------------------------------
TITLE: TITLE:
------------------------------- --------------------------
Address: Address:
0000 Xxxxxxxxxx Xxx. Ramat Gavriel Ind. Zone
Xxxxxxxxxx, XX 00000 XXX Xxxxxx Hamek, 00000 Xxxxxx
Tel: (000) 000-0000 Tel: 000-0-0000000
Fax: (000) 000-0000 Fax: 000-0-0000000
California Resale # SRAC1386363
Agreement effective date:
------------------------
Page 12
13
AGREEMENT TERM SHEET
I. Term of Agreement:
The term of this Agreement begins on the date shown on page 1 of this
document (Purchasing Agreement Signature Sheet) and terminates on
DECEMBER 31, 2000.
II. Product Availability:
Product availability is to conform to section 3.3 JIT Product
Availability.
III. Seller's Payment Terms:
Seller's Payment Terms for the requirements specified in this Agreement
are Net 30.
IV. Products, Pricing and Requirements:
# Part No. Description Unit Price
- -------- ----------- ----------
1 EM316E/M 0000000-000 Xxx. Assy. EM316F/M $53.69 USD
2 EM316F/M 0000000-000 Xxx. Assy. EM316F/M $76.116 USD
Labor rate for testing is based on $12.50 USD. Time studies will be performed to
validate testing times and prices will be modified accordingly.
V. Penalties will be paid by the Seller to the Buyer for the following
conditions.
PENALTY CONDITION
------- ---------
1% of resale cost Penalty applies to quantities delayed more
then one (1) week from requested release date while
quantities requested are less then agreed upon scheduled
minimum quantities.
2% of resale cost Penalty applies to quantities delayed more
then two (2) week from requested release date while
quantities requested are less then agreed upon scheduled
minimum quantities.
3% of resale cost Penalty applies to quantities delayed more
then three (3) week from requested release date while
quantities requested are less then agreed upon scheduled
minimum quantities.
4% of resale cost Penalty applies to quantities delayed more
then four (4) week from requested release date while
quantities requested are less then agreed upon scheduled
minimum quantities.
Page 13
14
CONFIDENTIAL INFORMATION NON-DISCLOSURE STATEMENT
NBase-Xyplex, Chatsworth
I, Seller, am aware of, have access to and have knowledge of information
concerning important developments, designs, discoveries, inventions and programs
of and by NBase-Xyplex, Chatsworth (Buyer) relating to products, applications,
business and market information.
I understand that Buyer considers this information proprietary and has kept, and
desires to keep, this information a trade secret from it's competitors and
general public.
I recognize and agree that the information which I have obtained or may obtain
in the future about Buyer's products, applications, business and market
information has been received by me in confidence.
I further agree that I will not disclose to any person(s), firm or corporation,
or to any unauthorized person(s) employed by my firm, nor will I use, publish or
disclose any information about such developments, designs, discoveries,
inventions and programs without the prior written consent of an officer of
NBase-Xyplex, Chatsworth.
This confidential information non-disclosure statement also applies to other
employees of my firm designated as authorized to have knowledge of Buyer's trade
secrets.
The term of this confidential information non-disclosure statement shall extend
for a period of (2) two years beyond the date of the last association or contact
with Seller with regards to the Purchasing Agreement or any follow-on Purchasing
Agreements concerning the same product, or until NBase-Xyplex, Chatsworth makes
public the information covered by said Agreement.
Signed - Date -
------------------------------- ------------------------------
Please print or type:
Name
----------------------------------
Title
----------------------------------
Company
--------------------------------
Address
--------------------------------
Phone - Ext.-
-------------------------------- ---------------
Page 14
