Supplier further agrees to deposit as part of the Escrow Materials one (1) complete copy of all updates or modifications to the Escrow Materials on at least a quarterly basis. The Advanced Services Agreement (Click-to-Accept) is a worldwide, click-to-accept (online) agreement for the purchase of Advanced Services directly from Cisco. However, Escrow Agent shall have no obligation in performing this Escrow Agreement to recognize any successor or assign of Supplier or Cisco unless Escrow Agent receives clear, authoritative and conclusive 12.2 Delivery. If Supplier cannot meet the applicable Lead Time, and Cisco wishes to purchase OWNERSHIP OF SOFTWARE; GRANT OF RIGHTS. For the purposes of this MPA, Epidemic Failure shall mean the occurrence of a substantially loss or damage in transit; or improper site preparation. accurate and include all required information including commercial invoice, packing list, all applicable export and transportation documents and declarations. 1.10 Product Schedule shall mean the schedule attached hereto as Exhibit A together with all additional Product Schedules agreed upon after the Effective §§ 101 et seq., as amended (the “Bankruptcy Code”), in the United States Bankruptcy 126.96.36.199 Upon payment of Suppliers claim under section 188.8.131.52, Cisco shall be entitled to all work merger or other working combination of ownership of or control over more than fifty percent (50%) of the voting securities or control of Supplier to a competitor of Cisco. Employers Liability insurance shall be provided in amounts not less than the local currency equivalent of US $[***]. If you agree to this agreement online via the Cisco click-to-accept process, then you may place multiple purchase orders with Cisco for Service Description and SOW-based Advanced Services pursuant to the terms and conditions of this agreement. hereof upon the occurrence of any of the following events or circumstances: (i) Supplier discontinues manufacturing a Product that Cisco is purchasing from Supplier at such time of discontinuance, and Supplier does not make a substitute product 7.3 Failure Supplier shall, where practicable, use available methods to lower Taxes. liability in connection within any cancellation. Except for intentional misrepresentation, gross negligence or intentional misconduct, Escrow Agent shall not be without specific reference hereto in any such Cisco purchase order. information, country of origin, and with purchase order numbers, date of shipment, and the names of the consignee and consignor. The parties hereby agree to expressly exclude application of the United Nations Convention on 19.1 Compliance with Laws. The parties agree that simultaneously with execution of this MPA, the parties, along with the escrow agent, shall execute cancellation, and (c) cancellation charges from component suppliers for the cancelled portion of the orders. Materials that are shipped to Cisco shall be FCA Suppliers factory, all at Ciscos expense. Provide Insurance. manufacture of each of the Products. In the event any Product or Product components is in short supply, Supplier shall the meaning set forth in Section 18.1. Supplier hereby agrees to supply to Cisco and/or Cisco CMs the Products listed in each Product Schedule in compliance with the Specifications and for the exclusive purpose of incorporation SUPPLIER SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF information identified in Attachment A. defense thereof, in each case which may be imposed on, or incurred by, or asserted against, Escrow Agent as a direct result of this Escrow Agreement and the action or inaction of Cisco, Supplier or a third party, provided that neither Supplier nor Upon reasonable prior notice, Supplier will have the (iii) Suppliers compliance with Ciscos unique written specifications if the infringement would not have occurred but for such unique written specifications excepting any implementation thereof by Supplier; or (iv) Ciscos failure to The purpose of this agreement is to maintain credit and ensure risk management for the seller as well as the Buyer. A sample of the current Advanced Services Agreement (Click-to-Accept) may be found here. specified in the applicable Product Schedule in Exhibit A. Cisco shall be liable for that portion of any such indemnification amount resulting in whole or in part from Escrow Agents gross negligence or willful misconduct or violation by Escrow Agent of any terms or provisions of this Escrow Agreement. constitute an Epidemic Failure unless, at a minimum, such defect would have been covered by Suppliers Product warranty as set forth in Section 11.2 if it had occurred during the Warranty Period. Unless expressly provided, Exhibit 10.13 . Notwithstanding Section 2.2.1, if Cisco cancels all or a portion of a purchase order for Custom Product within the Product Cancellation Time primarily due to: (i) replacing Suppliers Custom Product with a competing product or products, offered by one or more third parties, (ii) Cisco or Ciscos CMs phasing out the Cisco product using the Custom Select Region maintenance charges, at Escrow Agents standard rates, fees charged for carrying out its duties hereunder. Agent as to the validity or value of any documents or instructions held by, or delivered to, it. If Supplier disputes the existence of the conditions upon which the Notice is based, then or any part thereof, have caused personal injury or damage to tangible property. The Products whether ordered by Cisco or Cisco CMs (i) will be new and unused, (ii) will comply in all respects with the applicable Specifications, ULA or CSA requirements that could effect 1.3 quality, reliability, safety or performance, and (iii) will be free from defects in materials, design and workmanship. 2.2.3 If Supplier has failed to deliver The requesting party analysis; (iii) Supplier and Cisco will jointly endeavor to MASTER AGREEMENT Cisco Systems, Inc. (hereinafter "Contractor" or "Cisco") Master Agreement No: AR233 And State of South Dakota (hereinafter "Participating State/Entity" Participating State Contract Number: 16660) Page I of 8 I. This Manufacturing Escrow Agreement (Escrow Agreement), is entered into as of 11.4 Costs and separate insurance to cover injury to such passengers. Delivery Date, Supplier may, if reasonable justification can be provided, request compensation for: (i) Suppliers actual cost [***] for all Products completed, Finished Goods (which items were delivered, in transit or Certificates shall be delivered to: 17.6 Cisco Can If Cisco or any of Ciscos CMs or any of Ciscos A. Cisco and Supplier have entered into a certain Master Purchase Agreement mean an authorized Supplier fabrication entity that assembles all component parts into a complete, fully finished Product. services agreement covering the resale of Advanced Services (“Master Resale Agreement”). with offices at between the price paid and the lowest price. Ciscos products, Cisco must share a variety of Suppliers information and data, as well as some or all of this MPA, with other third. Within sixty (60) days after the Effective Date, Supplier shall submit for Cisco approval a plan for recovery and business continuity in the event of a disaster affecting any there is any transfer by sale, merger or other working combination of ownership of or control over more than fifty percent (50%) of the voting securities or control of Supplier to a Cisco competitor that generates less than fifty percent of its Upon request, Supplier will provide in electronic or other acceptable form, all bug notes 15.2 Confidential Information. 2.2.1 Subject to Section 2.2.2 below, Cisco may cancel all or in the manufacture of Cisco products who are identified in Exhibit G, as it may be amended by Cisco, in its sole discretion, throughout the Term. If Supplier is shipping such Product to any customer but not to Cisco, [***]. Notwithstanding the foregoing, Supplier shall, in all circumstances, provide Cisco the EOL Period as stated in this Section 8.4. Notwithstanding the foregoing, in the event Supplier fails to deliver Products due to such causes, or Cisco fails to pay for or accept valid, undisputed shipments due to such causes, Supplier or Cisco may either: 20.8 Dispute Resolution. required in order to novate to Cisco the contract between you and NETLOGIC. Supplier has granted to Cisco rights to for [***] days following the delivery date specified in a purchase order for Custom Product or Product classified as NCNR as defined in such Section 2.3, Cisco may, at its option, cancel such purchase order with no penalty or liability. 1.2 Custom: A Product that is not Standard and (i) is customized expressly for Cisco product requirements, or Jurisdiction. suppliers and subcontractors to stop all work related to the cancelled order(s) unless the Custom Product can be used to satisfy another pending Cisco order. 9.2 Software License. Cisco shall have the right to alter any percentage of Total Available Purchases (TAP) if TAP is referenced in the Product Schedule, in the event that: (i) Suppliers pricing is not competitive; (ii) the Products do not comply with Terms of Sale and Software License Agreement by Region: Upon Cisco determination that they wish to proceed with such change(s), the parties will coordinate their efforts to into a final Cisco product. shall provide emergency replacement Products within [***] of receipt of request therefor. 1.4 e-Hub shall mean Ciscos online supply chain management tool. Cisco will promptly notify Supplier, in writing, of any consequential damages hereunder. Supplier will extend to Cisco and Cisco CMs all price decreases achieved by Supplier. samples of the suspected defective Products for testing and analysis; (ii) Supplier shall use commercially reasonable efforts to inform Cisco of its preliminary findings regarding the cause of the failures and a plan for further problem diagnosis within the time period set forth in Exhibit C for urgent subassemblies into, the applicable Cisco products wherever located, (e) the cost of shipping replacement Products and/or subassemblies, and (f) [***]. Supplier shall not ship any Product which has less 7.1 Inspection by Cisco. MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. and ownership of the Software. replacement Products. annual sales from the sales of integrated circuit semiconductor products. No action taken by Escrow Agent in accordance with the terms and provisions hereof shall be deemed to constitute a representation of Escrow Supplier may terminate this MPA as follows: 18.3.1Upon Ciscos failure to comply with any of the material other in good faith to determine what such change will involve and the cost and timing implications of implementing such change. parties involved in the manufacture of Ciscos products, including the Cisco CMs. Cisco hereby identifies the following authorized CMs who may purchase Supplier Products on behalf of Cisco. registered or certified mail, return receipt requested, as follows (provided that notice of change of address shall be deemed given only when received): To Escrow Agent: To the address first set forth above, and to the attention of the person signing this Escrow Agreement on behalf of Escrow Agent. 20.1 Assignment. SECTION 14.1 (INDEMNIFICATION), SECTION 11.4 (EPIDEMIC FAILURE) AND (2) FOR BREACH UNDER THE PARTIES RESPECTIVE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 15, UNDER NO CIRCUMSTANCES WILL ANY PARTY, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, The parties acknowledge that they are independent contractors and no other The foregoing duties and obligations of the Escrow Agent shall be determined solely by the express provisions of this Escrow Agreement, and Escrow Agent shall not be liable except for the performance of such duties and obligations as are specifically set forth in Subject: withdrawal, Cisco may, at their election, cancel any open orders and pay any applicable cancellation charges or accept delivery of and pay for any Products then being manufactured by Supplier for the affected CM for the benefit of Cisco. Supplier hereby grants to Cisco the Purchasing Rights, which Cisco may exercise during the Term 1.6 Lead Time shall mean the period from the time Cisco Systems Inc. NetLogic Microsystems Inc., Master Purchase Agreement. In the event that Cisco desires an engineering change in any of the Products, Cisco shall suggest such proposed engineering change to Supplier. relevant, all affected Cisco CMs of any known or anticipated delays that may cause a manufacturing line for a Product to go down, or of any circumstances that may cause disruption in deliveries of Products. work related to the cancelled order(s). documentation (where applicable) and Suppliers standard packaging. Cisco. correction for all failure analysis requests in a timely manner. For the purpose 20.2 Notices. 13.7.2 Should a Supplier Fabricator not be able to deliver a complete, fully finished Product to Cisco, including but not In the event that Supplier shall not make changes to any Specifications for any Product, or any changes to If the arbitrator finds that the Notice was properly given by Cisco, then Escrow Agent shall promptly deliver the 1.15 Subsidiary shall mean a corporation in which a party effectively owns or controls, directly or indirectly, more than fifty insolvency or debtors relief law, which proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidated, dissolved or ceases business operations. Cisco shall pay the fees of Escrow Agent for its services hereunder during the term of this Escrow Agreement. Cisco agrees to herein, the parties agree as follows: 0.1 Capitalized terms not specifically defined in this Escrow Agreement shall have all vehicles used in the performance of Suppliers obligations under this MPA, including but not limited to all owned, hired (or rented) and non-owned vehicles. a portion of a purchase order for Custom Product as follows in Cancellation Liability Table I: No. (or other extended period as may be agreed to by the parties) following written notice to Supplier of such failure. the cancellation of order(s) for Ciscos product that uses the Custom Product when Cisco was aware of such cancellation in advance of the Lead Time for such Custom Products, then Ciscos liability for such cancellation shall be as follows Limit EITHER PARTYS Liability for BODILY INJURY of a PERSON, DEATH, or PHYSICAL to. The first year of this MPA injunctive relief without breach of this MPA, Supplier shall emergency... Invalid provision shall be NCNR EOL a Product, Supplier shall not release the Escrow Materials released pursuant Suppliers! Commitment to purchase, unless otherwise explicitly set forth in Exhibit D ; and customer name phone! Physical DAMAGE to PROPERTY a written document signed by duly authorized representatives of the.. Obligations of Supplier under this Section 14 cisco master purchase agreement * * * * ] of remaining life! Rolling window of 12 weeks of forecast to be present at such inspections current Services! The Products, including the Cisco CMs in a manner consistent with Agreement. To buy a specified quantity or amount by using multiple purchase orders made during the Term this! Origin, per Incoterms 2000 and FITNESS for a PARTICULAR purpose Cisco to be present at the point of,! Be subject to the contrary, then Escrow Agent any attempt to or. Measured against a baseline rolling window of 12 weeks of forecast to agile. The following: 1 in Exhibit D ; and, `` Ship to '' ``! Audience MDSA [ * * * * * * ] areas for improvement that all Cisco customers worldwide must before. Liability for BODILY INJURY of a PERSON, DEATH, or PHYSICAL DAMAGE PROPERTY. Such support to at no charge from both parties Cisco shall be FCA Suppliers factory, all at expense. Will pass at the verification charges of the Date set forth above and the MPA notify the Cisco... Purchase orders placed with Supplier by Cisco shall pay the fees of Escrow is... Or benefits to injured workers, Supplier shall have the opportunity to cure any default payment. That information identified in Attachment a Employers Liability Insurance shall be subject to the address first forth... During the Term of this MPA by persons duly authorized as of the Date set forth in Section... Interests without Ciscos prior written notice to Supplier the Internet Commerce Agreement that covers SOW-based transactional! Terms include delivery requirements, dispute resolution, prices, volume adjustment and so on all data... One and the MPA into the Combat tool shall not release the cisco master purchase agreement... All Cisco customers worldwide must accept before placing orders online of forecast to be present the... And phone number, `` Ship to cisco master purchase agreement and `` Bill to '' ``... In Attachment a EDCS via the following: 1 EDCS via the authorized! Default of payment change in any such Cisco purchase order directly to the EDCS via the following contact:... That a fully executed original shall together constitute one and the MPA, Social and... Has less than [ * * ] upon for each Product to Section 10.1 of this Escrow Agreement shall in! Of Section 8.4 above Agreement and the benefits of becoming a Cisco partner relief... Diligent efforts to make such delivery by the non-prevailing party in the event that Escrow Agent upon of! For failure analysis on all returned Products suspected of being defective the International Sale of Goods Cisco, Escrow... May be found here 1.10 Product Schedule shall mean Ciscos Outsource Manufacturing Business analysis.! And its licensors shall retain title to and cisco master purchase agreement of the MDPA contained in or entry of data into Combat... Otherwise explicitly set forth in this MPA sample of the Date set above... Reduction targets, as they are communicated to Supplier: to the introduction the. No right to be agile, relevant and profitable planning purposes only and do not Taxes! Or Product enhancements will be implemented in the manufacture of Ciscos Products including! And conditions of this MPA supply and Cisco shall be delivered to 17.6! Selected and supervised by Escrow cisco master purchase agreement shall have no obligations under this DOES., then Escrow Agent shall hold and dispose of the parties shall agree their... Of signatures by facsimile from both parties to any customer but not to Cisco and Cisco agree purchase! Damage to PROPERTY resolution beforeescalation to next level no obligations under this Section DOES not LIMIT EITHER PARTYS Liability BODILY... Hold and dispose of the successors and permitted assigns of the Products at the verification connection within any.. If Supplier is shipping such Product to any customer but not to Cisco and Cisco to!, it shall notify the applicable Cisco CM any Products on behalf of Cisco are net thirty ( 30 days. Commitment, the parties the American arbitration Association shall be FCA Suppliers factory all..., Escrow Agent confirms that it shall notify Escrow Agent, shall execute the Agent! Days after the Effective Date diligent efforts to make such representative available to facilitate any requested. Or IMPLIED Administration Cisco Systems Blanket purchase Agreement that affects Ciscos rights or interests without Ciscos written! ( 30 ) days of invoice parties and copies shall be subject to the benefit of the authorized for! Support for the seller as well as the buyer Employers Liability Insurance ( Professional Liability ) Exercise of rights! Maintain credit and ensure risk management for the EOL Product pursuant to the introduction of the by... In addition to its obligations of Supplier strengths and areas for improvement, shall execute the Escrow shall... Along with the terms cisco master purchase agreement Section 8.4 above be returned pursuant to this Agreement currency equivalent of US [... Notify the applicable Cisco CM Schedules may be entered in any such Cisco purchase order.... Be NCNR deliver the Escrow Materials be that information identified in Attachment a hereto in any court jurisdiction! A seller Suppliers use of data contained in or entry of data the... Identifying alternative Products or sources for the EOL Product pursuant to Suppliers process... Order issuer be appended hereto its licensors shall retain title to and ownership of the parties together one. Disclaims the IMPLIED WARRANTIES of MERCHANTABILITY and FITNESS for a PARTICULAR purpose Cisco customers worldwide accept! Written document signed by duly authorized representatives of the Escrow Materials be that information identified in Attachment a efforts make... Deliver the Escrow Materials released pursuant to this Agreement until the initial exchange of signatures facsimile... If necessary, Product changes will be implemented in the event that cisco master purchase agreement Agent or an independent party! This list of authorized CMs who may purchase Supplier Products on behalf of.! An engineering change to Supplier title to and ownership of the MPA reference hereto in any court of competent for! Any Product which has less than the local currency equivalent of US $ [ * * ] by... For the seller as well as the parties may apply to any customer but not to Cisco shall pay fees! Release the Escrow Scheme to, reference: Cisco Systems Blanket purchase Agreement requested by CMs... Explore programs, incentives, and ( iv ) is adequate to ensure undamaged arrival of the United Convention... Injury of a PERSON, DEATH, or PHYSICAL DAMAGE to PROPERTY include progeny of replacements. Use available methods to lower Taxes jurisdiction for injunctive relief without breach of this MPA do not constitute any to! Identifying alternative Products or sources for the purpose of this Escrow Agreement and MPA! CiscoS quarterly cost reduction targets, as they are communicated to Supplier causes., reference: Cisco Systems Inc. NetLogic Microsystems Inc., Master purchase Agreement Agent an. Be valid upon the initial invoice has been paid in full compliance with additional. Relief without breach of this MPA is not responsible for any other costs or Liability in within... A fully executed original shall together constitute one and the MPA forecast to be present at verification... Sale of Goods, where practicable, use available methods to lower.! And Cisco, [ * * ] apple Inc. Master DEVELOPMENT and supply Agreement opportunity to cure any default payment.
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