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EXHIBIT 10.5
AMENDMENT TO MANUFACTURING AGREEMENT
Turnstone Systems, Inc. ("Customer"), a Delaware corporation with its principal
place of business at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx 00000 and
A-Plus Manufacturing Corporation ("A-Plus"), a California corporation with its
principal place of business at 0000 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000 hereby
agree to clarify that certain Manufacturing Agreement they entered into as of
October 16, 1998 (hereinafter the "Agreement") by amending that Agreement,
pursuant to its Section 12.3, as follows:
Section 5.3 is hereby amended by deleting the second sentence in its
entirety and replacing it with the following: "Title to such Products shall
pass to Customer upon shipment to such storage facility, and A-Plus shall
properly insure such Products and shall bear the risk of loss for any
Product located in such storage facility."
THIS AMENDMENT AND THE AGREEMENT AS AMENDED BY THIS AMENDMENT SETS FORTH
THE ENTIRE AGREEMENT AND UNDERSTANDING OF THE PARTIES WITH RESPECT TO THE
SUBJECT MATTER HEREOF, AND SUPERSEDES ALL PRIOR DISCUSSIONS, AGREEMENTS AND
WRITINGS IN RELATION THERETO.
Except as stated in this Amendment, all other elements of the original
Agreement and Exhibits remain unchanged. This Amendment may be executed in
counterparts, each of which shall be deemed an original, but both of which
together shall constitute one and the same instrument.
IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of
the day and year written below.
"TURNSTONE SYSTEMS, INC. "A-PLUS MFG. CORP."
/s/ Shames Panahi /s/ Xxxxx X. Xxxxxx
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Signature Signature
Shames Xxxxxx Xxxxx X. Xxxxxx
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Print Name Print Name
VP Operations VP Materials
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Title Title
11-9-99 11-9-99
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Date Date
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MANUFACTURING AGREEMENT
This Agreement is entered into on October 16, 1998 ("Effective Date") by and
between Turnstone Systems, Inc. ("Customer"), a Delaware corporation with its
principal place of business at 000 Xxxxx Xxxxx Xxxxxx, Xxxxxxxx Xxxx, Xxxxxxxxxx
00000 and A-Plus Manufacturing Corporation ("A-Plus"), a California corporation
with its principal place of business at 0000 Xxxxxx Xxxxx, Xxx Xxxx, XX 00000
(together "the Parties").
The Customer and A-Plus hereby agree as follows:
1. DEFINITIONS
1.1 "Approved Vendor List" shall mean the list of vendors to be used to
supply Inventory listed on the Xxxx of Materials included with the
Specifications, a copy of which is to be attached as Exhibit A which
may be revised in accordance with Section 2.1.
1.2 "Xxxx of Materials" shall mean the document specifying those
components and materials required to manufacture the Products and to
be provided by Customer as part of the Specifications.
1.3 "Confidential Information" shall mean any information disclosed by one
Party to the other which is in written, graphic, machine readable or
other tangible form and is marked "Confidential", "Proprietary" or in
some other manner to indicate its confidential nature. Confidential
information may also include oral information disclosed by one Party
to the other pursuant to this Agreement, provided that such
information is designated as confidential at the time of disclosure
and is reduced to writing by the disclosing Party within a reasonable
time (not to exceed thirty (30) days) after its oral disclosure, and
such writing is marked in a manner to indicate its confidential nature
and delivered to the receiving Party. Customer's Specifications,
Customer Technology and Developments shall be deemed to be
Confidential Information of Customer whether or not marked.
1.4 "Engineering Change Order (ECO)" shall mean the document that details
a change in the Specifications and/or design of a Product.
1.5 "Excess Inventory" shall mean the quantity of components, that are in
A-Plus' or its subcontractor's possession on the referenced date, that
exceed Customer's order requirements. Excess Inventory shall not
include components purchased due to A-Plus ordering errors, purchased
to account for attrition in the manufacturing process or Products that
fail to meet Customer's quality assurance guidelines.
1.6 "Intellectual Property" shall mean all rights held by each Party in
its Products and/or Confidential Information, including, but not
limited to such Party's patents, copyrights, authors' rights,
trademarks, trade names, mask works, "know-how" and trade secrets,
irrespective of whether such rights arise under U.S. or international
intellectual property, unfair competition or trade secret laws.
1.7 "Inventory" shall mean raw materials, supplies, and components that
comprise Products pursuant to this Agreement.
1.8 "Long Lead Time Components and Materials" shall mean components or raw
materials used in the manufacture of the Products that require a
longer lead time to procure than the lead times provided for in
Section 5.1 for the Products. The Long Lead Time Components are listed
on Exhibit B and may be updated from time to time by mutual agreement
1.9 "Minimum Order Components and Materials" shall mean the components and
materials that are procurable only in minimum quantities that exceed
the quantities required for Customer's Purchase Orders.
1.10 "Non-Cancelable, Non-Returnable (NCNR) Components and Materials" shall
mean (i) Inventory listed on the Xxxx of Materials that is to be
procured from suppliers that will not accept returns or cancellations
once such inventory is ordered or (ii) Inventory that may not be
returned because the right of return has expired.
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1.11 "Premium Charge" shall mean an additional charge mutually agreed upon
in advance in writing by the Parties for a special service requested
by Customer, including, but not limited to time worked outside of
normal business hours to fill expedited delivery dates or increases in
orders, special material handling, storage, re-inventorying and/or
restocking.
1.12 "Product" or "Products" shall mean the PCB assemblies and/or system
level assemblies of Customer to be manufactured by A-Plus under this
Agreement as set forth in Exhibit C to this Agreement, as such Exhibit
may be modified from time to time by mutual agreement.
1.13 "Purchase Order" shall mean a Customer Purchase Order substantially in
the form attached as Exhibit D.
1.14 "Specifications" shall mean the written specifications provided by
Customer to A-Plus for the manufacture and test of Products,
including, but not limited to, the Approved Vendor List, Xxxx of
Materials, current revision level number, drawings, documentation,
manufacturing and test procedures, and schematics and performance
criteria.
1.15 "Work" shall mean to procure materials and to engage in the
manufacture, assembly and/or test of Products according to Customer's
Specifications and to deliver such Products in accordance with
Customer's purchase orders.
1.16 "Exhibits" Exhibit A Approved Vendor List
Exhibit B Long Lead Time Components and Materials
Exhibit C Products
Exhibit D Form of Purchase Order
Exhibit E Product Pricing
Exhibit F Other Special Inventory
Exhibit G NCNR Components and Materials
Exhibit H Tooling and Equipment
2. MANUFACTURE, PAYMENT, PRICE, TAXES, AND SUBCONTRACTORS
2.1 Manufacture. A-Plus agrees to perform the Work pursuant to Purchase
Orders or Engineering Change Orders issued by the Customer. A-Plus
will accept all Customer Purchase Orders that are consistent with this
Agreement. For each Product or revision thereof, Customer shall
provide A-Plus with applicable Specifications. Each Product will be
tested in accordance with the Specifications prior to shipment.
Customer and A-Plus will discuss the approval of vendors not on the
Approved Vendor List and any changes will be agreed upon in writing.
2.2 Payment. Terms of payment shall be net thirty (30) days from the date
of invoice, payable in U.S. dollars. Invoices more than ten (10) days
past due shall incur late charges at the rate of one and one-half
percent (1.5%) per month past due. A-Plus will invoice Customer for a
Product when the Product has been completed and A-Plus has provided
Customer with the serial number of such Product and such additional
information regarding the Product as the parties mutually agree upon
("Product Information").
2.3 Price.
(a) Initial Pricing. Prices for the Products shall be based on (i)
the approved cost of components from the Approved Xxxx of
Materials for Products actually delivered plus (ii) a percentage
charge for overhead not to exceed [***] and (iii) an additional
charge for actual costs of labor and assembly/test and quantity
breakdown (the "Pricing Formula"). Once Customer delivers the
documentation necessary to determine the above costs, A-Plus will
deliver a quotation consistent with the Pricing Formula proposing
the percentage and charge referred to in (ii) and (iii) above and
a proposed price including breakdown of costs as outlined in the
pricing formula. When the parties have mutually agreed on the
amounts included in the Pricing Formula it will be set forth in a
Pricing Exhibit to be attached hereto as Exhibit E. The mutually
agreed upon actual initial price ("Price") for the Products shall
also be set forth in the Pricing Exhibit. The Price shall remain
in effect until a change is mutually agreed upon in writing after
quarterly reviews pursuant to Section 2.3(b) below.
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(b) Pricing Changes. The Price is to be formally reviewed by the
parties at the start of each calendar quarter and, after a good
faith negotiation, the Price will be adjusted by mutual agreement
in writing including an effective date of the adjusted price and
the Pricing Exhibit shall be updated to reflect the adjusted
Price. Such adjustment shall take into account market
fluctuations in component prices, Product purchase volume
increases or decreases for forecasted volumes, costs saving
measures taken by A-Plus and such other factors reasonably
impacting the costs of performing the Work consistent with the
Pricing Formula.
(c) Cost Reductions. With respect to any engineering changes
implemented by A-Plus that result in a reduction in cost, A-Plus
will receive one hundred percent (100%) of the demonstrated price
reduction for ninety (90) days after such implementation and then
transfer the price reduction 100% to Customer minus the costs of
implementation pre-approved by Customer. Upon implementation of
Customer initiated engineering changes that result in changes to
the cost of the Products, the Customer will receive one hundred
percent (100%) of the demonstrated price reduction minus the
costs of implementation pre-approved by Customer. All Products
shipped after the agreed upon effective Price adjustment date
will be invoiced at the Price in effect at the time of shipment.
If the parties fail to concur on a Price adjustment within thirty
(30) days of the commencement of said quarterly review, the
Product Price will not change except that to the extent the costs
of components has decreased, Customer shall receive a
corresponding decrease in the Price.
2.4 Taxes. Customer shall, in addition to prices specified herein, pay any
sales, use, excise or similar tax attributable to the sale of the
Products, or in lieu thereof, provide A-Plus with a tax exemption
certificate acceptable to the taxing authorities.
2.5 Testing Failures. With respect to Products manufactured according to
the Specifications but which nevertheless experience testing failures
despite the reasonable efforts of the parties to resolve such
failures, Customer will pay for such Products subject to the prior
written approval of Customer.
2.6 Subcontractors. The Work may be performed, in whole or in part, by
third parties selected by A-Plus subject to approval by Customer
("Subcontractors"), which shall not unreasonably be withheld. Such
Subcontractors shall be subject to a written agreement containing the
material provisions of this Agreement, including without limitation,
the confidentiality provisions hereof and naming Customer as a third
party beneficiary under such agreement. A-Plus guarantees the
performance of Subcontractors under this Agreement.
3. COMPONENTS, WARRANTY AND RETURNS
3.1 Consigned Materials. Upon reasonable notice to A-Plus and upon the
execution of an appropriate agreement, Customer may supply consigned
materials to A-Plus ("Consigned Materials"). Customer shall take
reasonable measures to ensure that all Consigned Materials shall be
delivered to A-Plus in sufficient time and in sufficient quantities,
taking into account customary attrition levels, to allow A-Plus to
meet scheduled delivery dates for the applicable Products. Customer
shall take reasonable measures to ensure that all Consigned Materials
shall be in good condition, meet Product Specifications, be packaged
in a readily usable format, and be free of any defects or
deficiencies. Customer shall retain title to Consigned Materials and
A-Plus shall not be obligated to purchase any Consigned Materials.
Premium Charges may apply in the event of late delivery of Consigned
Materials, or the delivery of defective Consigned Materials, subject
to Customer's prior written approval. Except with respect to Consigned
Materials, all components, other materials and equipment required in
connection with the Work will be acquired or supplied by A-Plus
pursuant to the Specifications. A-Plus shall bear the risk of loss for
Consigned Materials that are in A-Plus' care or custody.
3.2 A-Plus Warranty. A-Plus warrants to the Customer that the Products
when delivered by A-Plus shall conform to the then current
Specifications and be free from defects in workmanship for a period of
one year from the date of shipment to Customer's designated location.
Any Products that do not meet the foregoing warranty shall be repaired
or replaced at A-Plus's sole option and expense, within ten (10)
business days of receipt by A-Plus of the returned Product; provided
that (i) Customer obtains a Return Material Authorization ("RMA") from
A-Plus prior to returning the Products, (ii) the Products are returned
within one (1) year of the date the Product was delivered to
Customer's designated location, and (iii) a failure analysis shall
accompany the Product. Such warranty shall not apply if Customer
alters, misuses, neglects, or abnormally stresses the Products. With
respect to any components acquired or
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supplied by A-Plus that are incorporated into the Products, A-Plus
makes no representation or warranty, except that A-Plus agrees to pass
through to Customer the warranty, if any, originally provided to
A-Plus by the manufacturer of such components. A-Plus agrees to use
reasonable commercial efforts to ensure that such warranties may be
passed through to Customer.
3.3 Representations and Warranties.
(a) By Customer. Customer represents and warrants to A-Plus that (i)
it has the right to provide A-Plus with Consigned Materials, (ii)
to the best of Customer's current knowledge, the Customer's
Intellectual Property provided to A-Plus hereunder, including
without limitation, the Specifications, does not infringe the
proprietary rights of any third party, and (iii) Customer has the
right and power to enter into this Agreement. CUSTOMER MAKES NO
OTHER REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THIS
AGREEMENT AND DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A
PARTICULAR PURPOSE AND NON-INFRINGEMENT, OR ARISING FROM A COURSE
OF DEALING, USAGE OR TRADE PRACTICE.
(b) By A-Plus. A-Plus represents and that (i) the methods and
processes employed by A-Plus in manufacturing the Products (other
than those specifically required by the Specifications) shall not
violate the trade secrets or other proprietary rights of any
third party, (ii) the Product shall be delivered free of any
liens or encumbrances, and (iii) it has the right and power to
enter into this Agreement. EXCEPT FOR THE WARRANTIES IN SECTIONS
3.2 AND THIS SECTION 3.3(b), A-PLUS MAKES NO OTHER WARRANTIES,
EXPRESSED OR IMPLIED, WITH RESPECT TO THE COMPONENTS, PRODUCTS OR
ANY SERVICES PROVIDED UNDER THIS AGREEMENT, AND DISCLAIMS ALL
OTHER WARRANTIES INCLUDING THE WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.
(c) Indemnity. Each party agrees to indemnify the other party and
hold the other party harmless from and against any and all
losses, liabilities, damages, expenses and costs (including
attorneys' fees and court costs) arising from a third party claim
directly resulting from breach or alleged breach of the
indemnifying party's representations and warranties or incurred
in the settlement or avoidance of any such claim. This indemnity
shall not apply (i) if the indemnified party fails to give the
indemnifying party prompt notice of any such claim or threatened
claim and such failure materially prejudices the indemnifying
party, and (ii) unless the indemnifying party is given the
opportunity to assume full control of the defense or settlement
and the indemnified party provides reasonable assistance.
Furthermore, if the indemnified party assumes such control, it
shall only be responsible for the legal fees and litigation
expenses of the attorneys it designates to assume control of the
litigation.
3.4 Odd Units. The Parties acknowledge and agree that Customer may from
time to time, request in writing the manufacture and testing of first
articles, prototypes, pre-production units, test units or other
similar products ("Odd Units"). A-Plus makes no representations or
warranty as to Odd Units identified as such by Customer and assumes no
liability for or obligation for such Odd Units related to yield,
performance, accuracy, specifications, defects of or due to (i)
fixtures, designs or instructions produced or supplied by Customer,
(ii) Consigned Materials, (iii) components or other equipment from any
vendor on the Approved Vendor List or (iv) printed circuit boards or
any other Customer designated components that are manufactured
pursuant to Customer's Specifications.
3.5 Repair. At Customer's request, A-Plus will perform repair work on
out-of-warranty Products pursuant to terms and conditions to be set
forth in a separate written agreement.
3.6 Source Inspection. Upon request from Customer, and with at least one
(1) business day notice and during normal business hours, A-Plus will
grant access to its manufacturing facilities to Customer's inspectors.
Such inspection and any related testing may take place prior to the
shipment of Customer's Products.
4. PROPRIETARY MATERIALS
4.1 Delivery of Technology. Customer shall provide to A-Plus Customer's
proprietary information necessary for the assembly and testing of the
Products ("Customer Technology") solely for the purpose
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of performing the Work pursuant to Purchase Orders issued by the
Customer. All Customer Technology is and shall remain the
property of the Customer and A-Plus is not granted any license
under such Customer Technology. A-Plus shall not be provided with
or have the right to use the source code form of any software
provided to A-Plus by Customer.
4.2 Rights in the Product. The Intellectual Property rights in and to the
Products are owned by the Customer and are protected by United States
and international copyright and patent laws and treaty provisions.
This Agreement does not constitute a sale and does not transfer to
A-Plus any title or ownership interest in or to the Products or any
patent, copyright, trade secret, trade name, trademark, or other
proprietary or Intellectual Property rights related to the Products.
Except for the rights expressly granted herein, Customer retains all
of its right, title and interest to and to the Products and to any
modifications, improvements, reports, designs, inventions,
specifications or other materials developed in connection with A-Plus'
manufacture of the Products and all Intellectual Property rights
therein (collectively, "Developments") prepared by Customer.
4.3 Confidential Information. Each Party agrees that neither it nor any of
its employees will use for their own account (except as expressly
permitted under this Agreement) or for the account of any third party
or disclose to any third party any Confidential Information of the
other party. The parties understand, however, that Confidential
Information shall not include any information which the other party
can demonstrate was (a) generally known and available in the public
domain at the time of disclosure, (b) known to the receiving party
prior to disclosure, or (c) hereafter rightfully furnished to the
receiving party by a third party without restrictions or disclosure
and without breach of confidentially restriction. Each Party agrees
that it will use all reasonable efforts to protect the secrecy of and
avoid disclosure or unauthorized use of Confidential Information of
the other Party, which measures shall include the highest degree of
care that such party utilizes to protect its own confidential
information of a similar nature.
5. PURCHASE ORDER COMMITMENTS, SCHEDULE CHANGES, CANCELLATION, AND INVENTORY
5.1 Purchase Order. Customer will place Purchase Orders by the 20th day of
each month and at least [***] days in advance of its required
delivery dates. Each Purchase Order shall reference the applicable
written Specifications. Customer will also provide a non-binding
forecast on a rolling monthly basis by the 20th day of each month of
its requirements for the [***]-day period following the month for
which it has issued the most recent Purchase Order ("Forecast").
5.2 Purchase of Materials.
(a) Long Lead Time Components. The parties will mutually agree upon a
list of Long Lead Time Components and Materials to be attached as
Exhibit B. Thereafter, A-Plus will provide Customer with any
updates to the list of Long Lead Time Components and Materials.
Customer shall review the such list on a quarterly basis and,
following such review, the parties shall agree in writing on
which Long Lead Time Components and Materials A-Plus may purchase
on behalf of Customer in accordance with this Section 5.2. A-Plus
may purchase Long Lead Time Components based on Customer's
Forecast but in quantities no greater than necessary to fill
orders projected in Customer's Forecast and not in advance of the
lead time actually necessary to enable A-Plus to fill the
projected orders identified in the Forecast.
(b) Other Special Inventory. Upon written approval from Customer,
A-Plus will be authorized to purchase inventory beyond the amount
necessary to fill accepted Purchase Orders as follows: (i)
inventory purchased in quantities above the required amount in
order to achieve price targets ("Economic Order Inventory"); and
(ii) Minimum Order Components and Materials which shall be
mutually agreed upon and set forth on Exhibit F. Economic Order
Inventory, Minimum Order Components and Materials and Long Lead
Time Components together are called "Special Inventory." The
parties shall review the mutually agreed upon Special Inventory
on a quarterly basis and update the applicable Exhibits. A-Plus
will utilize any excess Special Inventory prior to ordering
additional Special Inventory. A-Plus will purchase material on
behalf of Customer only upon receipt of a hardcopy Purchase
Order, except for Special Inventory which A-Plus may purchase as
discussed above.
(c) NCNR Components and Materials. The parties will mutually agree
upon a list of NCNR Components and Materials and set forth such
list as Exhibit G. Thereafter A-Plus will provide
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Customer with quarterly updates to the list and after review, the
parties shall mutually agree upon revisions to Exhibit G.
(d) Engineering Changes. Customer will notify A-Plus in writing of
material and engineering changes to be implemented indicating the
proposed date of such changes, including appropriate
specifications and updated drawing revisions and specifying the
change as mandatory or production convenient. A-Plus will
acknowledge receipt of such ECO in writing ("Engineering Change
Notice").. A-Plus shall review the ECO, determine the cost,
schedule effects, Inventory effects and related issues resulting
from implementing the change within three (3) business days
("A-Plus Response"). Customer shall provide a written acceptance
or rejection of the A-Plus Response within three (3) business
days from receipt. A-Plus shall not implement the change until it
receives from Customer a written authorization to implement the
Engineering Change Notice indicating the date of implementation
("Authorization to Implement"). Upon receipt of an Authorization
to Implement A-Plus shall take all action necessary to reduce any
liability of the parties for NCNR Components and Materials.
Customer shall pay A-Plus for its actual costs plus a mutually
agreed upon xxxx-up not to exceed [***]% (the "Xxxx-up") of
Inventory which would become obsolete as a result of such change
existing as of the date of implementation specified in the
Authorization to Implement, whereupon Customer shall take title
to such obsolete Inventory and A-Plus shall deliver such obsolete
Inventory to Customer or otherwise dispose of such obsolete
Inventory in accordance with Customer's instructions. Upon
receipt of the Authorization to Implement, A-Plus shall implement
immediately or on the next unreleased order the change specified
in the Authorization to Implement subject to material
availability and to mutual agreement of any resulting cost
increase.
5.3 Inventory of Finished Products. Upon completion of manufacture of the
Products, if Customer has not provided shipping instructions to
A-Plus, at Customer's written request, A-Plus shall hold such finished
Products ("Finished Product Inventory") in an appropriate storage
facility. A-Plus shall properly insure such Products and shall bear
the risk of loss for any Product located in such storage facility.
Such storage may be subject to a Premium Charge to be determined on a
case by case basis and subject to Customer's prior written approval.
5.4 Schedule Change. Customer may change the quantity of Products or their
delivery date as contained in any accepted Purchase Order only with
A-Plus' prior written consent which shall not be unreasonably
withheld, or as provided in the table below:
Maximum Allowable Variance From
Purchase Order Quantities/Shipment Dates
# of days before Shipment Allowable Quantity Allowable Quantity Allowable Shipment
Date on Purchase Order Increases Decreases Date Slip
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[***] [***]% [***] [***]
[***] [***]% [***]% [***] days
[***] [***]% [***]% [***] days
In the event of quantity decreases, A-Plus will use all reasonable
efforts to mitigate Customer's material liability. Customer
acknowledges that a Premium Charge may be incurred, subject to
Customer's prior approval. In the event of quantity increases A-Plus
will use best efforts and worldwide procurement resources to fill such
orders. If meeting a schedule increase would result in costs in excess
of the costs agreed upon pursuant to Section 2.3, A-Plus will provide
the Premium Charge to the Customer in writing for approval in advance.
5.5 Cancellation. In the event the Customer wishes to cancel any order,
the cancellation shall be in writing.
(a) Within [***] days from the scheduled delivery date orders shall
be non-cancelable.
(b) Beyond [***] days of the scheduled delivery date, Customer may
cancel orders and A-Plus shall make reasonable commercial efforts
to (i) return components which were to be used to fill cancelled
orders to the supplier of the components or otherwise utilize any
such components; or (ii) cancel A-Plus's order for such
components; or (iii) at Customer's option, carry such
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components in Inventory for utilization in future orders subject to
the charges described in Section 5.5(c).
(c) Components carried in inventory pursuant to Section 5.5 (b) above
along with any Special Inventory and NCNR Components and
Materials which is reasonably allocable to Products that are the
subject of canceled orders (based on previous allocations of
Special Inventory and NCNR Components and Materials to Product
orders) ("Cancellation Excess Inventory") will be reviewed on a
monthly basis and identified by using A-Plus' MRP system INFIMACS
II Excess Inventory Dollar Report. A-Plus may charge a fee of
[***] percent ([***]%) per month for on-hand Cancellation Excess
Inventory.
(d) A-Plus shall provide Customer with a list of restocking charges,
"xxxx-backs", cancellation charges or any other charges that
would be incurred by A-Plus in returning components and materials
to suppliers that had been purchased in support of Customer
Purchase Orders of Products. Customer may elect to have A-Plus
return the components and materials and shall pay all such
charges plus the applicable Xxxx-up charge as set forth in
Exhibit E, or to purchase the components and materials from
A-Plus at cost plus the applicable Xxxx-up not to exceed [***]
percent ([***]%).
(e) A-Plus shall use its best efforts to minimize cancellation
charges by returning inventory and material for credit, canceling
material on order, applying material to other A-Plus business,
and minimizing all work-in-process and finished goods to support
the final production schedule. Upon payment of the charges
described in Section 5.5(d) above relating thereto, all finished
goods inventory of Products, work-in-process, and NCNR Components
and Materials at A-Plus or on order shall be delivered to
Customer if so requested.
5.6 Tooling and Equipment. Customer will provide to A-Plus tooling and
equipment as set forth by Customer in Exhibit H to be prepared by
Customer and attached to this Agreement and which shall be updated
from time to time ("Tooling"). Any such Tooling supplied by Customer
shall remain the property of Customer and will be only used to supply
Product to Customer.
6. SHIPPING
A-Plus shall ship Products FOB A-Plus, San Jose, California. A-Plus shall
deliver Products in accordance with the requested delivery dates as
specified on Customer's Purchase Orders. A-Plus shall deliver Products to
Customer or drop ship Products to other locations identified by Customer in
accordance with detailed shipping instructions to be provided by Customer.
A-Plus shall ship Products within 24 hours from receipt of Customer's
shipping instructions if finished Products are available in inventory or
within 24 hours from completion of the manufacture of the Product if no
finished Products are in inventory. Upon learning of any potential delays,
A-Plus shall immediately notify the Customer in writing as to the cause and
extent of any such delay and A-Plus' plan to remedy or reduce such delay.
All Products delivered pursuant to the terms of this Agreement shall be
suitably packed for shipment in the Customer's specified and approved
shipping containers, marked for shipment to the destination specified in
the applicable Purchase Order or shipping instructions and delivered to a
carrier or forwarding agent. At Customer's request and expense, A-Plus will
arrange for shipment of Products by preferred carrier(s) specified from
time by time by Customer. Such shipment will be F.O.B. A-Plus' facility in
San Jose, California, at which time risk of loss and title will then pass
to Customer. The Customer will pay for all freight, insurance, and other
shipping expenses, as well as any special packaging expenses not included
in the Price for the Products. A-Plus will provide shipping confirmation to
Customer within twenty-four (24) hours of shipment, listing all pertinent
information to enable Customer to invoice Customer's own customers for such
shipments, including without limitation, for each shipment quantity
shipped, description and serial numbers of the Product, date of shipment
and ship to destination.
7. TERM AND TERMINATION
7.1 Term. This Agreement shall begin upon the Effective Date and shall
remain in full force until terminated as provided below.
7.2 Termination.
(a) For Convenience. This Agreement may be terminated by either party
for any reason, with or without cause, upon one hundred twenty
(120) days written notice to the other party.
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(b) For Cause. This Agreement may be terminated by a Party for cause
immediately by written notice upon the occurrence of any of the
following events:
(i) If the other ceases to do business, or otherwise terminates
its business operations; or
(ii) If the other breaches any material provision of this
Agreement and fails to cure such breach within sixty (60)
days of written notice describing the breach; or
(iii) If the other seeks liquidation under any bankruptcy or
receivership proceedings, or if any such proceeding is
instituted against such party and not dismissed within
ninety (90) days.
7.3 Effect of Termination and Survival. Sections 3.2, 3.3, 4.2, 4.3, 7, 8,
9, 10, 11, 12, and all payment obligations incurred prior to
termination shall survive. Upon termination of the Agreement, Customer
shall pay A-Plus' actual cost plus the applicable Xxxx-up not to
exceed [***] percent ([***]%) and take title to all Excess Inventory.
Upon termination A-Plus will return all Tooling to Customer and shall
return or destroy, at Customer's option, all Customer Confidential
Information in the possession of A-Plus or its subcontractors.
8. LIABILITY LIMITATION
A-Plus will indemnify and hold Customer harmless from any losses, costs,
liabilities or expenses, including reasonable attorney fees ("Liabilities")
incurred by Customer as a result of defects in the manufacture of the
Products which are not directly attributable to the manufacturing
Specifications provided by Customer to A-Plus. Except with respect to
payment of third party claims for which one party is obligated to so
indemnify the other, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
ANY LOSS OF PROFITS OR FOR ANY CONSEQUENTIAL, INDIRECT OR SPECIAL DAMAGES
ARISING OUT OF THIS AGREEMENT ON ANY THEORY OF LIABILITY INCLUDING UNDER
ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE
THEORY.
9. RELATIONSHIP OF PARTIES
The relationship between the parties to this Agreement is that of
independent contractors and this Agreement does not create a general
agency, joint venture, partnership, employment relationship, or franchise
between A-Plus and Customer. Each Party assumes full responsibility for its
employees, agents or other personnel assigned by it to perform work
pursuant to this Agreement, regardless of their place of work, and shall be
solely responsible for payment of salary, including withholding of federal
and state income taxes, social security, worker's compensation and the
like.
10. DISPUTE RESOLUTION
10.1 Binding Arbitration. Any controversy or claim between the parties
hereto arising out of this Agreement shall be settled by binding
arbitration in accordance with the Commercial Arbitration Rules of the
American Arbitration Association then in effect. The arbitration shall
be conducted in Santa Xxxxx County, California, before the American
Arbitration Association or such other arbitration service as the
parties may, by mutual agreement, select. In the event of a
disagreement as to the selection of an arbitrator, the presiding Judge
of the Superior Court having jurisdiction to enforce the arbitration
award shall select the arbitrator. Judgment on the award the
arbitrator renders may be entered in any court having jurisdiction
over the parties. Each party shall pay one half of the cost of
arbitration.
10.2 Attorney's Fees. The prevailing party in any legal action or
proceeding to enforce this Agreement shall be entitled to recover from
the unsuccessful party its reasonable attorney's fees and all other
costs incurred in connection with such proceeding or the enforcement
of the Agreement.
11. FORCE MAJEURE
Neither party to this Agreement shall be liable for its failure to perform
any obligations under this Agreement if such performance is prevented or
delayed or due to causes beyond its reasonable control, including without
limitation, fires, floods, earthquakes, accidents, Acts of God,
governmental laws or regulations.
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
-8-
10
12. MISCELLANEOUS
12.1 Governing Law. This Agreement shall in all respects be governed by and
constructed in accordance with the laws of the State of California,
excluding that body of laws known as conflict of laws.
12.2 Assignability. Neither party may assign this Agreement without prior
written consent of the other party, which consent shall not be
unreasonably withheld, provided that either party may assign this
Agreement to a party that succeeds to all or substantially all such
party's business or assets relating to this Agreement, whether by
sale, merger, operation of law or otherwise.
12.3 Amendment and Waiver. Except as otherwise expressly provided herein,
any provision of this Agreement may be amended and the observance of
any provision of this Agreement may be waived (either generally or in
any particular instance and either retroactively) only with the
written consent of the parties. This Agreement shall be controlling
over additional or different terms of any purchase order,
confirmation, invoice or similar document. A waiver by any party of
any term or condition of this Agreement in any one instance shall not
be deemed or construed to be a waiver of such term or condition for
any similar instance in the future or of any subsequent breach hereof.
12.4 Notice. Notices under this Agreement shall be sufficient only if
personally delivered or delivered by a major rapid delivery courier
service or mailed by certified or registered mail, return receipt
requested to a party at its addresses first set forth herein or as
amended by notice pursuant to this subsection. If not received sooner,
notice by mail shall be deemed received five (5) days after deposit in
the U.S. mail.
12.5 Entire Agreement. This Agreement supersedes all proposals, oral or
written, all negotiations, conversations, or discussions between or
among parties relating to the subject matter of this Agreement and all
past dealing or industry custom.
12.6 Severability. If any provision of this Agreement is held to be illegal
or unenforceable, that provision shall be limited or eliminated to the
minimum necessary so that this Agreement shall otherwise remain in
full force and effect and enforceable
-9-
11
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the day and year, first above written.
"CUSTOMER" "A-PLUS MFG. CORP."
/s/ Shames Panahi /s/ Xxxxx X. Xxxxxx
------------------------------------ ----------------------------------------
Signature Signature
Shames Xxxxxx Xxxxx X. Xxxxxx
------------------------------------ ----------------------------------------
Print Name Print Name
VP Operations Materials Director
------------------------------------ ----------------------------------------
Title Title
10-16-98 10-16-98
------------------------------------ ----------------------------------------
Date Date
-10-
12
EXHIBIT A
APPROVED VENDOR LIST
13
TURNSTONE SYSTEMS APPROVED SUPPLIER LIST
SHEET METAL FABRICATION
Xxxxxx Manufacturing Xxxxxxxxxx
00 Xxxxxx Xxxx -- Xxxx 0 000 Xxxxxxx Xx
Xxxxxxxxxx, XX 00000 Xxxxxxxxx, XX 00000
000-000-0000 Tel: 000-000-0000
PRINTED CIRCUIT BOARDS
TYCO LA Division
Printed Circuit Group Dynamic Details, Inc.
0000 X. Xxxxxxxx Xxxx. 0000 Xxxxx Xxxxx
Xxxxxxxxx, XX 00000 Xxxxxxxx, XX 00000
000-000-0000 Tel: 000-000-0000
BACKPLANE ASSEMBLY
TYCO Hayward Division
00000 Xxxxxxx Xxxxxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
LABELS
Cello Tape Valmark Industries
00000 Xxxxxxx Xxxx. 0000 X. Xxxxxx Xxxxxx
X.X. Xxx 0000 Xxxxxxx, XX 00000
Xxxxxxx, XX 00000 Tel: 000-000-0000
Tel: 000-000-0000
PACKAGING
Xxxx Xxxxxxxxx
00000 Xxx Xxxxxxxx
Xxxxxxx, XX 00000
Tel: 000-000-0000
-14-
14
EXHIBIT B
LONG LEAD TIME COMPONENTS AND MATERIALS
15
Turnstone Systems Long Lead material List
ASSEMBLY P/N PART DESCRIPTION QTY MFG MFG MODEL 1 COST L/T COMMENT
-------- --- ---------------- ---- ----- ----------- ----- ---- -------
[***]
A-Plus Confidential
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
16
Turnstone Systems Long Lead material List
ASSEMBLY P/N PART DESCRIPTION QTY MFG MFG MODEL 1 COST L/T COMMENT
-------- --- ---------------- ---- ----- ----------- ----- ---- -------
[***]
Page 2/5
A-Plus Confidential
------
***Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
17
Turnstone Systems Long Lead material List
ASSEMBLY P/N PART DESCRIPTION QTY MFG MFG MODEL 1 COST L/T COMMENT
-------- --- ---------------- ---- ----- ----------- ----- ---- -------
[***]
Page 3/5
A-Plus Confidential
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
18
Turnstone Systems Long Lead material List
ASSEMBLY P/N PART DESCRIPTION QTY MFG MFG MODEL 1 COST L/T COMMENT
-------- --- ---------------- ---- ----- ----------- ----- ---- -------
[***]
Page 4/5
A-Plus Confidential
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
19
Turnstone Systems Long Lead material List
ASSEMBLY P/N PART DESCRIPTION QTY MFG MFG MODEL 1 COST L/T COMMENT
-------- --- ---------------- ---- ----- ----------- ----- ---- -------
[***]
Approved by: Accepted by:
---------------------------------- -----------------------------------------------------
A-Plus Mftg., Corp. Date Turnstone Systems Date
Page 5/5
A-Plus Confidential
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
20
EXHIBIT C
PRODUCTS
21
EXHIBIT C
Turnstone Products
Assembly, Chassis, Copper Cross Connect, 23", CX100-23
Assembly, Chassis, Copper Cross Connect, 19", CX100-19
PCA, Base Line Card, L140
PCA, Processor Card, P100
PCA, Base Line Card, M101
Approved By:
/s/ [illegible] 10/12/99 /s/ Shames Panahi 10/12/99
------------------------------------ ------------------------------------
A-Plus Manufacturing Turnstone Systems
22
EXHIBIT D
FORM OF PURCHASE ORDER
23
EXAMPLE
[TURNSTONE LOGO] Purchase Order 10/8/99
Turnstone, Inc. Page - 1
TURNSTONE
PO Number 1008 - 000 -OP
Branch/Plant APLS
Shipped From A-PLUS MFG CORPORATION Ship To Turnstone Systems, Inc.
000 Xxxxxxx Xxxxxx 000 Xxxxx Xxxxx Xxxxxx
Xxx Xxxx XX 00000 Xxxxxxxx Xxxx XX 00000
--------------------------------------------------------------------------------
Ordered 8/6/99 FOB Freight Pre-pay and Add Ship Via Vendor Truck
Requested 11/1/99 Order Taken by XXXXX XXX
Delivery
PR Promised
Line Rev Description / Supplier Item Ordered UOM Unit Price UM Extended Price Delivery Order No
---- --- --------------------------- ------- --- ---------- -- -------------- -------- --------
1.000 F ASSY, CHASSIS, CX100,23" 100 EA [***] EA [***] 11/1/99
200000
This Change Order #1 is being issued to add the cost of ICT for W100 card only.
Pricing on this order is subject to review prior to shipment.
Actual delivery schedule will be driven by build plan not by PO date.
All other terms and conditions remain the same. 8/30/99 SR
----------
Total Order [***]
Sales Tax Total Order
----------------------------------------------------------------------------------------------
Term Net 30 Days Tax Rate 8.250 .00 [***]
For Resale:
Yes [ ] No [ ]
-------------------------------- ------------
AUTHORIZED SIGNATURE DATE RESALE # : SRGH 97304004
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
24
EXHIBIT E
PRODUCT PRICING
25
Turnstone Systems
[***] P100 [***]
ASSEMBLY P/N PART DESCRIPTION QTY QTY/QTR MFG
-------- --- ---------------- --- ------- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ----------- -------- -------- -------- ---- -------
------
[***]
A-Plus Confidential Page 1/3
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
26
Turnstone Systems
[***] P100 [***]
ASSEMBLY P/N PART DESCRIPTION QTY QTY/QTR MFG
-------- --- ---------------- --- ------- -----
[***]
ASSEMBLY P/N MFG. MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ------------ -------- -------- --- --- -------
[***]
A-Plus Confidential Page 2/3
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
27
ASSEMBLY P/N PART DESCRIPTION QTY QTY/QTR MFG
-------- --- ---------------- --- ------- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ----------- -------- -------- ---- --- -------
[***]
A-Plus Confidential Page 3/3
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
28
Turnstone Systems [***] P100 [***]
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- --- ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ----------- ----- -------- --- ---- -------
[***]
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
A-Plus Confidential Page 1/1
29
Turnstone Systems
[***] W100 [***]
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- ------ ---------------- --- ---
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ----------- -------- -------- --- --- -------
[***]
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
A-PLUS CONFIDENTIAL Page 1/1
30
Turnstone Systems
[***] Chassis [***]
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- --- ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ----------- -------- -------- --- ---- -------
[***]
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
A-PLUS CONFIDENTIAL Page 1/1
31
Turnstone Systems
[***]
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- ------ ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- ------ ----------- -------- -------- --- ---- -------
[***]
A-PLUS CONFIDENTIAL Page 1/2
------
***Certain information on this page has been omitted and filed separately with
the Commission. Confidential treatment has been requested with respect to the
omitted portions.
32
Turnstone Systems
[***]
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- ------ ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- ------ ----------- -------- -------- --- ---- -------
[***]
A-PLUS CONFIDENTIAL
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
Page 2/2
33
ASSEMBLY P/N PART DESCRIPTION QTY MFG MFG MODEL 1 COST EXT COST MIM L/T COMMENT
-------- --- ---------------- --- ----- ----------- ------- -------- --- --- -------
[***]
A-PLUS CONFIDENTIAL Page 1/1
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
34
EXHIBIT F
OTHER SPECIAL INVENTORY
35
Min Purchase Qty Information
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- --- ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST MIM
-------- --- ----------- ---- ---
[***]
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
Page 1/4
36
Min Purchase Qty Information 10/7/99
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- --- ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST MIM
-------- --- ----------- -------- ---
[***]
A-Plus Confidential Page 2/4
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
37
Min Purchase Qty Information 10/7/99
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- --- ---------------- --- -----
[***]
ASSEMBLY P/N MFG MODEL 1 COST MIM
-------- --- ----------- -------- ---
[***]
A-Plus Confidential Page 3/4
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
38
Min Purchase Qty Information 10/7/99
ASSEMBLY P/N PART DESCRIPTION
-------- ------ ----------------
[***]
Approved by: Accepted by :
------------------------------- ---------------------------------------------
A-Plus Mftg., Corp. Date Turnstone Systems Date
ASSEMBLY P/N QTY MFG MFG MODEL 1 COST MIM
-------- ------ --- --- ----------- --------- ---
[***]
A-Plus Confidential
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
Page 4/4
39
EXHIBIT G
NCNR COMPONENTS AND MATERIALS
40
Turnstone Systems NCNR part list 10/1/99
ASSEMBLY P/N PART DESCRIPTION QTY MFG
-------- --- ---------------- --- -----
[***]
Approved by: Accepted by :
------------------------------ -----------------------------------------------------------------------
A-Plus Mftg., Corp. Date Turnstone Systems Turnstone Systems Date
ASSEMBLY P/N MFG MODEL 1 COST MIM L/T COMMENT
-------- --- ----------- --------- --- ---- -------
[***]
A-Plus Confidential Page 1/1
------
***Certain information on this page has been omitted and filed
separately with the Commission. Confidential treatment has
been requested with respect to the omitted portions.
41
EXHIBIT H
TOOLING AND EQUIPMENT
42
TEST EQUIPMENT AT A PLUS
DESCRIPTION SERIAL NUMBER TURNSTONE ASSET NUMBER
Monitor Optiquest 2J82700938 00252
Monitor Optiquest 2J82700942 00119
Monitor Optiquest 2J85101628 00201
Monitor Optiquest 2J85101624 00200
Monitor Optiquest 2J83900540 00155
Monitor Optiquest 2J82700945 00117
Monitor Optiquest 2J83800508 00147
Monitor Optiquest 8G83904233 00137
Monitor M110 6981EAORKGC8 00258
Monitor M110 6981EAON3GB8 00256
Monitor M110 6981EAORTYC8 00255
Computer Dell Dimension EQVK0 ComDisco 140723
Computer Dell Dimension FZDD6 ComDisco 140702
Computer Dell Dimension UWK2K ComDisco 140797
Computer Dell Dimension UWK2L ComDisco 140799
Computer Dell Dimension HSL7X ComDisco 140779
Computer Dell Dimension OPY9G 00260
Computer Dell Dimension FZDCY ComDisco 140713
Computer Dell Dimension GR0B2 ComDisco 140714
Computer Dell Dimension OTQ9N 00257
Computer Dell Dimension F2DD5 ComDisco 140702
Computer Dell Dimension OPY9L 00254
Power Supply HSM 48-21 H189082 00251
Power Supply HSM 48-21 H189067 00259
Power Supply LL59060 (LAMBA) N/A 00261
PS Xxxxxxxx XX 00-0 X/X
XX Xxxxxxxx XX 00-0 X/X 00000
2 Power Supplies HSM 48-21 in Burn in N/A
Phone Line simulator PL6-001 D9812216 00263
1 of 4
43
DESCRIPTION SERIAL NUMBER TURNSTONE ASSET NUMBER
Phone Line simulator PL6-001 D9812192 00264
Phone Line simulator PL6-001 D9812189 00185
Phone Line simulator PL6-001 D9812191 00262
Modem 33.6 21NJ21F885NO N/A
Modem 33.6 22TSB1D96563 N/A
Modem 33.6 22TSB3I9CA96 N/A
Modem 33.6 22TSB1D965Q7 X/X
XXXX X/X 00000
XXXX X/X 00000
XXXX X/X 00000
XXXX X/X 00000
Printer HP Laser Jet 6P N/A 00165
Label Printer 2edar 000 Xx X/X XXXXXXXX 000000
Label Printer Zebra 105Se N/A COMDISCO 140770
1SNAPSHOT Decoded P/N # 00-000-00 SL079839 N/A
1 Easy-Scanner XX Xxxx X/X # XXX000 XX 00000 X/X
3Com Hub Super Stack 7xxV02F5D8 N/A
1 3Com Hubs Super Stack in burn in N/A
2 Circuits breakers in burn in N/A
24 CX-100-23 P/N # 200000 00-98410022-4; N/A
198 boards L140 01-98460002, 01-98460004, 01-98460071, N/A
01-99220222, 01-99200344, 01-99220369
01-98460088, 01-98390030-8, 01-98430002-4
01-98460025, 0098430001-5, 01-98460021,
01-98460097, 00-98390031-7, 00-98390035-5
01-98460039, 01-98460028, 01-98460061,
01-98460053, 01-98460105, 01-98460089,
01-98460093, 01-98460041, 01-98460094,
2 of 4
44
DESCRIPTION SERIAL NUMBER TURNSTONE ASSET NUMBER
01-98460044, 01-98460087, 01-98460000,
01-98460055, 01-98460102, 01-98460052,
01-98460063, 01-98460030, 01-98460040,
01-98460103, 01-98460110, 01-98460104,
01-98460050, 01-98460058, 01-98460014,
01-98460048, 01-98460015, 01-98460101,
01-98460029, 01-98460001, 01-98460035,
01-98460111, 01-98460019, 01-98460068,
01-98460085, 01-98460092, 01-9846460083,
01-98460112, 01-98460059, 01-98460023,
01-98460070, 01-98460099, 01-98460012,
01-98460065, 01-98460072, 01-98460034,
01-99200233, 01-99220390, 01-99200310,
01-99200162, 01-99220434, 01-99220446,
01-98460027, 00-0000000, 01-99200316,
01-99200319, 01-99220545, 01-99200161,
01-99200304, 01-99220509, 01-98460011,
01-98460003, 01-98460038, 01-98460031,
01-99200240, 01-99200255, 01-99200327,
01-98460043, 01-99330023, 01-99200302,
01-98460060, 01-98460032, 01-99200339,
01-99013247, 01-99200313, 01-99200245,
01-99200349, 01-99200340, 01-99200127,
01-98460042, 01-99200097, 01-99200270,
01-99220445, 01-99220512, 01-99220443,
01-99200249, 01-99220511, 01-99200342,
01-99200309, 01-99200325, 01-99200053,
01-99200311, 01-99200346, 01-98460009,
01-99220326, 01-99200135, 01-99200320,
01-99200306, 01-99200328, 01-99200252,
01-99200155, 01-99220104, 01-99200343,
01-99271591, 01-99271585, 01-99271759,
01-99271581, 01-99271632, 01-99271587,
3 of 4
45
DESCRIPTION SERIAL NUMBER TURNSTONE ASSET NUMBER
01-99200307, 01-99271477, 01-99271765,
01-99271595, 01-99271637, 01-99271948,
01-99310303, 01-99271772, 01-99310574,
01-99271890, 01-99310575, 01-99310421,
01-99310504, 01-99310285, 01-99310473,
01-99310424, 01-99310418, 01-99310385,
01-99310511, 01-99310566, 01-99310318,
01-99310324, 01-99310401, 01-99310559,
01-99310487, 01-99270716, 01-99310556,
01-99310423, 01-99200287, 01-99200073,
01-99200326, 01-99180446, 01-99310304,
01-99310475, 01-99271601, 01-99271769,
01-99220547, 01-99220301, 01-99200337,
01-99200322, 01-99200266, 01-99220224,
01-99220444, 01-99200129, 01-99200206,
01-99200315, 01-99200324, 01-99200321,
01-99200314, 01-99200318, 01-99200303,
01-99200133, 01-99200317, 01-99200018,
01-99200312, 01-99220525, 01-99200283,
01-99200276, 01-99271624, 01-99200265,
01-99200267, 01-99200336, 01-99200150,
01-99220340, 01-99220513, 01-99200300,
01-99200347, 01-99220253, 01-99200345,
01-99200277, 01-98460006, 01-99220317,
01-98460007, 01-99200125, 01-99220549.
7 P100 00-98460009-4, 00-98460007-6, 01-99180528,
01-99070008, 01-99070084, 01-991820550,
01-99070024.
5 W100 01-98450033, 01-99180772, 01-99070167,
01-99070157, 01-99070157
4 of 4
