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Exhibit 10.8
Seller TPA No.__________
Buyer TPA No.__________
TERM PURCHASE AGREEMENT
AGREEMENT made this 7/25/95 between ANALOG DEVICES, INC. having a principal
place of business at Norwood, MA (hereinafter Seller) and MERCURY COMPUTER
SYSTEMS, INC., Chelmsford, MA (herein-after Buyer).
1. TERM
Unless earlier terminated as provided herein, this Agreement shall commence on
the effective date hereof and continue thereafter for a period of three (3)
years. During the term, Buyer will exert its best efforts to purchase and Seller
agrees to sell the quantity of semiconductor devices set forth on the attached
Schedule. Purchases credited against this Agreement will be only those entered
during the effective term with shipment scheduled according to the acknowledged
Market Leadtime.
2. PRICES
The prices for the applicable quantity of all devices purchased hereunder shall
be set forth on the Schedule attached hereto and made a part hereof Said prices
shall remain firm for the term of three years. Seller reserves the right to
renegotiate pricing should Buyer fail to meet the scheduled shipments as
detailed in Section 4.
If this Agreement is renewed beyond three (3) years, the devices, quantities and
prices on the attached Schedule shall be subject to review, adjustment or
renegotiation for each succeeding period. Any changes shall be negotiated within
thirty (30) days before or after the expiration of each period.
3. CANCELLATION/TERMINATION
Buyer may cancel orders placed in accordance with the provisions of this
Agreement subject to the following restrictions and the SHIPMENT SCHEDULE
detailed in Item 4.
STANDARD PRODUCT
Cancellation of standard product (resalable in its original condition)
without charge back requires written notice to Seller sixty (60) days
or more prior to the scheduled ship date.
If Buyer terminated individual orders in whole or in part because of
Seller's failure to deliver acceptable units in accordance with the
requirements and terms of this Agreement,
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STANDARD PRODUCT (Continued)
the undelivered quantity shall be applied against the total quantities
of this Agreement in the same manner as if the purchase transaction had
actually been completed.
4. SCHEDULED SHIPMENTS
Buyer agrees to place orders and accept shipments, contingent upon Buyer's
written acceptance of the semiconductor devices to Seller's production design
specifications, for a minimum of the following, as further described in the
attached Schedule of Pricing:
1. * units within one (1) year of Buyer's written acceptance.
2. * additional units (or * cumulative units) within two (2) years of
Buyer's written acceptance.
3. * additional units (or * cumulative units) within three (3) years of
Buyer's written acceptance.
Written notice shall be given sixty (60) days or more prior to rescheduling
orders. Seller will accommodate pull-ins on a best effort basis
5. MINIMUM ORDER
The minimum order or release hereunder shall be * units per purchase order.
Preproduction quantities may be released in smaller increments based on Buyer's
needs.
6. MARKET LEADTIME
Leadtimes for product covered in the Schedule will be eight (8) weeks.
7. FORECAST
Buyer will provide Seller each month with a forecast of unit demand, on a best
effort basis, for a rolling six month window.
8. ADDITIONS
By mutual agreement of Buyer and Seller, additional quantities, devices and
schedules may be added during the term of this Agreement.
*Information omitted for confidential treatment.
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9. AUTHORIZED PURCHASES
Only bonafide divisions, wholly-owned or majority owned subsidiaries of Buyer,
may enter purchase orders with Seller under the terms of this Agreement. Such
purchases shall be credited against this Agreement.
10. CONDITION OF SALE OR PURCHASE
Conditions governing purchases hereunder shall be this Agreement, together with
Analog's standard terms of sale modified herein as follows:
Item IA: Price adjustment, is nullified by the Purchase
Agreement since prices will remain fixed for 3 years.
Item 2. Delete the requirement for a finance charge on
overdue payments.
Item 3B: Delete the requirement that the Buyer grants to
Analog Devices security interest.
Item 3E: Second sentence is deleted. Buyer shall have the
right to terminate the contract should shipments be
delayed by more than 30 days.
Item 7b: Table I modified as follows:
0-30 days *% charge
31-60 days *% charge
61 and over *%
Item 7d. Restocking fee modified to *%
Other applicable conditions shall be those mutually agreed upon as they relate
to specific orders at the time of entry and acknowledgment. Additional or
superseding conditions to this Agreement shall be incorporated only be amendment
or a separate agreement duly executed.
11. TERMS OF SALE
All deliveries will be made F.O.B. Seller's point of shipment. Each such
delivery will be separately invoiced and payment shall be due and payable
without regard to other deliveries.
12. EXPORT/REEXPORT
Buyer agrees that it will not in any form export, re-export, resell, ship or
divert or cause to be exported, re-exported, resold, shipped or diverted,
directly or indirectly, any product or technical data or software furnished
hereunder or the direct product of such technical data or software to any
country for which the United States Government or any agency thereof at the time
of export or re-export requires an export license or other governmental approval
without first obtaining such license or approval.
*Information omitted for confidential treatment.
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13. DISTRIBUTOR PARTICIPATION
When the Buyer has critical and urgent need and Seller unable to accept Buyer's
purchase order(s) for standard product incorporated within this Agreement, Buyer
will have the option of placing required order(s) through Seller's authorized
distributor outlet(s) at prices negotiated with such outlet(s) to cover service
rendered. Such quantities so purchased shall be accrued against this Agreement.
This provision shall apply to Buyer's domestic divisions and subsidiaries only.
Non-USA distributor participation shall be subject to negotiation and mutual
agreement of the respective international buying and selling locations.
14. PRODUCT CHANGE NOTIFICATION
If during the term of this Agreement, Seller proposes to change any product
covered by this Agreement which would materially affect form, fit or function or
supersede the current die revision, Seller shall notify Buyer in writing sixty
(60) days prior to implementation of such change. Further, Seller shall not ship
such product until authorized by Buyer in writing. In the event that it is
determined that the change is not acceptable to Buyer, then the item will be
dispositioned in accordance with Item 15, Product Discontinuance.
15. PRODUCT DISCONTINUANCE
If, during the term of this Agreement, Seller deems it necessary to withdraw on
a product offering, any of the products specified in this Agreement, Seller
shall notify Buyer in writing a minimum of one hundred and eighty (I 80) days
prior to such withdrawal. Buyer, within such one hundred and eighty (I 80) day
period, shall then have the option to place additional noncancelable orders for
such products with delivery up to one (1) year from date of order.
16. NOTICES
Written notices hereunder are deemed to be given when telexed, faxed or air
mailed first class, postage prepaid to the addresses of the parties set forth
herein, or such other addresses shall be furnished in writing, by either party.
This Agreement supersedes any previous agreements, either oral or written,
relating to the subject matter herein. No alterations or modifications to this
Agreement shall be binding upon either Buyer or Seller unless made in writing
and signed by an authorized representative of each.
IN WITNESS WHEREOF, the parties hereto have cause this Agreement to be executed
by their duly authorized representatives as of the day and year first written
herein.
SELLER: BUYER:
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ANALOG DEVICES, INC. MERCURY COMPUTER SYSTEMS, INC.
By /s/ By /s/
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(authorized signature (authorized signature
TITLE: Senior Sales Engr. TITLE: Vice President & CFO
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DATE: 7/25/95 DATE: 7/25/95
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SCHEDULE OF PRICING
Quantity Item Unit Price
-------- ---- ----------
[*] [*] [*]
[*] [*] [*]
[*] [*] [*]
[*] [*]
*Information omitted for confidential treatment
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