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EXHIBIT 10.11    
    


*****CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED
PORTIONS  


  
 

    INTEL CORPORATION PURCHASE AGREEMENT—
  CAPITAL EQUIPMENT, GOODS AND SERVICES    
    



	

 	
 	

 	

 
	 	 	Agreement Number: C-	 
	 	 	 	






	

 	
 	

 	

 
	 	 	Effective Date:	 
	 	 	 	






	

 	
 	

 	

 
	 	 	CNDA #:	 
	 	 	 	






BUYER:  


Intel Corporation (and all Intel Affiliates and Subsidiaries, hereinafter "Buyer" or "Intel").

5000 West Chandler Blvd.

Chandler, AZ 85226 


SELLER:  



	 
	 	 

	Cascade Microtech, Inc.
 2430 NW 206th Avenue
Beaverton, Oregon 97006 USA
	 	(hereinafter "Seller").





	Addenda attached hereto and incorporated herein by reference	 	ý	 	General Terms and Conditions of Purchase Agreement—Capital Equipment and Services
 (Mark "X" where applicable):
	 	 	ý	 	A	 	Additional Terms and Conditions Applicable to all Equipment Models, Spare Parts, and Services
	 	 	ý	 	B	 	Alcohol and Drug Free Workplace Directive
	 	 	ý	 	C	 	Protection of Intel's Information Assets
	 	 	o	 	D	 	Equipment or Items Specific Terms and Conditions
	 	 	o	 	E	 	Training Documentation And Pricing
	 	 	ý	 	F	 	Spare Parts Price List
	 	 	ý	 	G	 	Service Pricing and FSE Expectations
	 	 	o	 	H	 	Third Party Technology Escrow
	 	 	o	 	I	 	Spare Parts Consigned Inventory Program
	 	 	ý	 	J	 	Supplemental Provisions





During
the term of this Agreement and any extension thereto, Buyer may purchase and Seller shall accept all Releases for Equipment, Items and Services in accordance with the prices and the terms and
conditions contained in this Agreement. Any and all Releases, as may be issued by the Buyer, shall reference this Agreement and be governed solely by the terms and conditions of this Agreement
notwithstanding any preprinted terms and conditions on Seller's acknowledgment or Buyer's Release. Any additional or different terms as may be contained in Seller's documents are hereby deemed to be
material alterations, and Buyer hereby gives notice of objection to and rejection of such material alterations. When Buyer is a subsidiary or affiliate of Intel, the obligations of the parties run
between such subsidiary and affiliate and the Supplier, and not between Intel Corporation and the Supplier. 







	 
	 	 
	 	 
	 	 

	INTEL CORPORATION	 	SELLER
	

Signed:	
 	

/s/  JAMIE JOHNSON      	
 	

Signed:	
 	

/s/  CRAIG M. SWANSON      
	 	 	
	 	 	 	

	

By:	
 	

 	
 	

By:	
 	

 
	 	 	
	 	 	 	

	

Title:	
 	

 	
 	

Title:	
 	

 
	 	 	
	 	 	 	

	

Date:	
 	

 	
 	

Date:	
 	

 
	 	 	
	 	 	 	








 
 

GENERAL TERMS AND CONDITIONS OF PURCHASE AGREEMENT—CAPITAL EQUIPMENT GOODS AND SERVICES    
    


1.     DEFINITIONS  



	A.
	"Consumable"
means a Spare Part whose life expectancy and mode of failure is known or predictable during the normal operation of the Equipment and that should meet the normal
attributes of schedulable and predictable demand and life expectancy of less than one (1) year.



	B.
	"Custom
Items" mean those Equipment or Items manufactured by Seller for sale exclusively to Buyer for which a minimum of twenty-five percent (25%) of Seller's cost
pertaining to the Equipment or Items is directly attributable to the customization for Buyer as set forth in the Purchase Spec.



	C.
	"Consignment"
means any spare part owned by the Seller which Buyer chooses to hold on-site, or Seller holds off-site, at Buyer's discretion, to help Seller meet
the Equipment availability requirements or productivity as defined in the Purchase Spec.



	D.
	"Equipment"
means whole systems, or subsystems, that produce the required output per the applicable configuration and system performance specifications set forth in the Purchase Spec
for each model or as agreed in writing by the parties.



	E.
	"Facilitization"
means placement and rough hook-up of electrical, gas, and vacuum utilities to the Equipment and Items.



	F.
	"Forecast(s)"
means the quantity of Equipment, Items or Services that Buyer reasonably anticipates it may purchase during a specified time.



	G.
	"Hazardous
Materials" mean dangerous goods, chemicals, contaminants, substances, pollutants or any other materials that are defined as hazardous by relevant local, state, national, or
international law, regulations and standards.



	H.
	"Items"
means either singly or collectively, as the context indicates: software; hardware; Spare Parts; upgrades, retrofits, modifications, and enhancements to any of the foregoing
purchased separately; or other goods which Seller is to sell to Buyer as set forth in this Agreement.



	I.
	"Lead-time"
means the agreed number of calendar weeks or days from the date a Release is issued for Equipment or an Item to the date the Equipment or Item is to be shipped
by the Seller, or the agreed number of calendar weeks or days from the date a Release is issued for an Item to the date the Item is to be received by Buyer.



	J.
	"Non-Consumable"
means a Spare Parts that is not replaced routinely and has an unpredictable life expectancy and that is typically replaced or repaired due to failures or
deteriorating performance (quality and output).



	K.
	"OTD"
or "On-Time Delivery" means a percentage computed for each Buyer site for each (Buyer work week calendar) month equal to: the number of Releases for Equipment or
Items received by such site which are (i) complete and (ii) delivered by the date specified, divided by the total number of Releases due to be received by such site.



	L.
	"Purchase
Spec" means the agreed purchase specifications for each model or model variation of Equipment or Items purchased or to be purchased pursuant to this agreement as set forth in
Addendum D.



	M.
	"Release"
means Buyer's purchase order or change order to ship a definite quantity of Equipment or Items or to provide Services to a specified schedule.



	N.
	"Services"
means the work to be performed by Seller including, but not limited to: installation, process qualification, maintenance, warranty repair, service call, continuous
improvement, Equipment upgrades/modification, and extended service contracts as set forth in 








Addendum
A and/or any Buyer factory specific Scope Of Work ("Scope of Work" or "SOW"). 



	O.
	"Spare
Part(s)" mean Consumable and/or Non-Consumable Items that are used as a means to maintain, sustain, or otherwise enable Equipment to meet or exceed its performance,
availability and production requirements. 




2.     TERM OF AGREEMENT  



	A.
	This
Agreement shall be effective for [*****] from the Effective Date.



	B.
	At
Buyer's option, Equipment or Items for which a Release has been issued prior to the expiration of this Agreement may be scheduled for delivery up to [*****]
following such expiration or for such longer period as may be required to complete delivery. 




3.     PRICING  



	A.
	Prices
for Equipment, Items, Training and Services set forth herein shall remain fixed or decline for the duration of this Agreement unless agreed otherwise in writing by the parties.



	B.
	Throughout
the term of this Agreement and any extensions thereto, Seller warrants to Buyer that the prices set forth in this Agreement or any addendum, in conjunction with the
discounts offered herein for any Item, Equipment or equivalent Service, reflect the Seller's lowest price charged any customer of Seller for that Item, Equipment or equivalent Service regardless of
any special terms, conditions, rebates or allowances of any nature. If Seller sells any Item, Equipment or provides equivalent Service to any other customer at a price less than the price set forth in
this Agreement or any addendum, Seller shall adjust its price to the lower price for all future invoices for such Item, Equipment or Service and rebate to Buyer an amount equal to the difference in
the price paid by Buyer and the lower price for any invoices already paid by Buyer for such Item, Equipment or Service. In addition, Buyer may adjust the prices for any Item, Equipment or Service
invoiced by Seller and unpaid by Buyer to reflect the lower price. Each of the above adjustments and the rebate shall be calculated from the date the Seller first sells the Item, Equipment or Service
at the lower price. In the event the Seller offers a lower price either as a general price drop or to specific customer(s) for any reason, Seller shall immediately notify Buyer of this price and
adjust Buyer's pricing to meet the new pricing structure.



	C.
	Buyer
reserves the right to have Seller's records inspected and audited to ensure compliance with this Agreement. At Buyer's option, or upon Seller's written request, such audit will
be performed by an independent third party at Buyer's choice and expense. The audit will assume all Equipment and Items sold under this Agreement are standard Equipment Items unless otherwise
specified in this Agreement.



	(i)
	Seller
shall have the option to review the auditor's report prior to the release of such report to Buyer. If Seller disagrees with the auditor's report for any reason,
Seller shall have the right to issue a letter in response, which will be included with the auditor's report to the Buyer.



	(ii)
	If
discrepancies are found during the audit and price adjustments are required to be paid by the Seller to the Buyer, Seller shall reimburse Buyer for all costs
associated with the audit, along with a single payment covering the price adjustments within thirty (30) days after the completion of the audit. The results of such audit shall be kept
confidential by the auditor and, if conducted by a third party, only Seller's failures to abide by the obligations of this Agreement shall be reported to Buyer.






	D.
	All
Applicable taxes, including but not limited to sales/use taxes, transaction privilege taxes, gross receipts taxes, and other charges such as duties, customs, tariffs, imposts, and 








government
imposed surcharges shall be stated separately on Seller's invoice. Seller shall remit all such charges to the appropriate tax authority unless Buyer provides sufficient proof of tax
exemption. 


	(i)
	In
the event that Buyer is prohibited by law from making payments to the Seller unless Buyer deducts or withholds taxes therefrom and remits such taxes to the local
taxing jurisdiction, then Buyer shall duly withhold such taxes and shall pay to the Seller the remaining net amount after the taxes have been withheld. Buyer shall not reimburse Seller for the amount
of such taxes withheld. When property is delivered and/or services are provided or the benefit of services occurs within jurisdictions in which Seller collection and remittance of taxes is required by
law, Seller shall have sole responsibility for payment of said taxes to the appropriate tax authorities. In the event Seller does not collect tax from Buyer, and is subsequently audited by any tax
authority, liability of Buyer will be limited to the tax assessment, with no reimbursement for penalty or interest charges. Each party is responsible for its own respective income taxes or taxes based
upon gross revenues, including but not limited to business and occupation taxes.



	(ii)
	To
the extent this Agreement includes transfers of licenses for software to be used in Web-based E-Commerce and/or E-Business
solutions, or Web-related service fees, including but not limited to hosting fees, data and/or storage fees, and application services, and such services are determined to be taxable or to
become taxable at some future point in time, Seller will collect such taxes as determined to be due from Buyer, or Buyer's resellers if applicable, and will remit same to the appropriate taxing
jurisdictions. In the case of taxes imposed on the gross revenues resulting from the provision of said services, Seller will remit such taxes to the taxing jurisdiction before any deduction for
Buyer's share of any business service fees. Seller will separately invoice and state separately thereon each type of service and applicable taxes provided under the Agreement.






	E.
	Additional
costs, except those provided for herein or specified in a Release, will not be reimbursed without Buyer's prior written approval.



	F.
	All
prices are in U.S. dollars. 






4.     INVOICING AND PAYMENT  



	A.
	Prompt
payment discounts will be computed from the latest of: (i) the scheduled delivery date; (ii) the date of actual delivery; or (iii) the date a properly
filled out original invoice or packing list is received. Payment is made when Buyer's check is mailed or EDI funds transfer initiated.



	B.
	Original
hard-copy invoices shall be mailed or delivered by courier. Invoices shall include: Purchase Agreement number from the Release, purchase order number, line item
number, Release number, part number, complete bill to address, description of Equipment and Items, quantities, Buyer part number, listing of and dates of Services provided, unit prices and extended
totals in U.S. dollars. Any applicable taxes or other charges such as duties, customs, tariffs, imposts and government imposed surcharges shall be stated separately on Seller's invoice. Payment of an
invoice shall not constitute acceptance of the Item or Service.



	C.
	Seller
shall be fully responsible for, indemnify and hold Buyer harmless from any and all payments to its vendors or subcontractors utilized in the performance of Services.



	D.
	Except
for each new Equipment model, payment on Equipment shall be as follows: [*****] percent [*****] net
[*****] days from ship date; [*****] percent [*****] net [*****] days from the final acceptance date. If
final acceptance of the Equipment is delayed beyond [*****] days from the date of shipment due to no fault of the Seller, Buyer will pay the balance of
[*****] percent [*****] net [*****] days from the date of shipment. On each 








Equipment
model that Buyer purchases for the first time, payment shall be [*****] percent [*****] net [*****] days from
shipment; [*****] percent [*****] net [*****] days from the final acceptance date. Seller shall submit Buyer acceptance
certificate or non-acceptance certificate at completion of final acceptance tests. 



	E.
	Payment
on all Items and Services shall be [*****] percent [*****] net [*****] days after Buyer's receipt of the
proper original invoice or Buyer's receipt of Items or performance of Services, whichever is later. Buyer may at its option make payment within [*****] days and receive a
[*****] discount from the total invoice.



	F.
	Seller
agrees to invoice Buyer no later than one hundred eighty (180) days after completion of Services or the delivery of Equipment and Items to Buyer's dock to the FCA point.
Buyer will not be obligated to make payment against any invoices submitted after such period. In addition, if Seller exceeds one (1) year without providing written documentation with the
purpose to collect payment on any invoice, Buyer shall not be obligated to make payment against such invoice regardless of initial invoice submittal. 




5.     TERMINATION FOR CONVENIENCE  



	A.
	Buyer
may terminate any Release placed hereunder, in whole or in part, at any time for its sole convenience by giving written notice of termination to Seller. Upon Seller's receipt of
such notice, Seller shall, unless otherwise specified in such notice, immediately stop all work hereunder, give prompt written notice to and cause all of its vendors or subcontractors to cease all
related work and, at the request of Buyer, return any materials provided to Seller by Buyer.



	B.
	There
shall be no charges for termination of Releases for standard Equipment and Items or for Services not yet provided. Buyer will be responsible for payment of authorized Services,
Equipment and Items already provided by Seller but not yet invoiced. Paragraphs C through E of this Section 5 shall govern Buyer's payment obligation for Custom Items. Notwithstanding anything
to the contrary, Seller shall not be compensated in any way for any work done after receipt of Buyer's notice, nor for any costs incurred by Seller's vendors or subcontractors after Seller receives
the notice, nor for any costs Seller could reasonably have avoided, nor for any indirect overhead and administrative charges or profit of Seller.



	C.
	Any
claim for termination charges for Custom Items must be submitted to Buyer in writing within fifteen (15) days after receipt of Buyer's termination notice along with a
summary of all mitigation efforts.



	D.
	Seller's
claim may include the net cost of Custom Items work in process scheduled to be delivered within [*****] days and which must be scrapped due to the
cancellation. Seller shall, wherever possible, place such custom work in process in its inventory and sell it to other customers. Claim shall be limited to the percent of lead-time
reference in Addendum D per schedule below: 




[*****]
cancellation fee > [*****] of the lead-time remains prior to scheduled delivery date in the release of Equipment. 


[*****]
cancellation fee > [*****] of the lead-time remains prior to scheduled delivery date in the release of the equipment. 


[*****]
cancellation fee < [*****] of the lead-time remains prior to the scheduled delivery date in the release of the Equipment. 




Upon
payment of Seller's claim, Buyer shall be entitled to all such work and materials paid for. 



	E.
	Before
assuming any payment obligation under this section, Buyer may inspect Seller's work in process and audit all relevant documents prior to paying Seller's invoice. 









	F.
	Notwithstanding
anything else in this Agreement, failure to meet the delivery date(s) in the Release shall be considered a material breach of contract and shall allow Buyer to
terminate the order for the Item and/or any subsequent Releases without any liability whether the Release was for standard or Custom Items. 




6.     CONTINGENCIES  



Neither
party shall be responsible for its failure to perform due to causes beyond its reasonable control such as acts of God, fire, theft, war, riot, embargoes or acts of civil or military
authorities. If delivery of Equipment, Items or the performance of Services is to be delayed by such contingencies, Seller shall immediately notify Buyer in writing. If the delay is greater than
thirty (30) days from the date of the notice, Buyer will have the option, in its sole discretion, to either (i) extend time of delivery or performance, or (ii) terminate the
uncompleted portion of the order at no cost of any nature to Buyer. 




7.     DELIVERY, RELEASES AND SCHEDULING  



	A.
	Any
Forecasts provided by Buyer are for planning purposes only and do not constitute a Release or other commitment by Buyer. Buyer shall have no obligation to and may, at its sole
discretion, issue Releases under this Agreement. Buyer shall be responsible only for Equipment, Items or Services for which it has issued Releases hereunder.



	B.
	Seller
shall notify Buyer's purchasing agent, (as noted on the Release), within twenty-four (24) hours if Seller is unable to make any scheduled delivery of
Equipment or Items or perform Services as scheduled and state the reasons. Such notification by Seller shall not affect Buyer's termination rights under Section 5.



	C.
	Seller
agrees to acknowledge each Release to Buyer (as noted on the Release) within seventy-two (72) hours after receipt of the Release.



	D.
	Buyer
may place any portion of a Release on hold by notice that will take effect immediately upon receipt. Releases placed on hold will be rescheduled or cancelled within sixty
(60) days. Any Release cancelled shall be subject to the terms and conditions of Section 5.



	E.
	Seller
will give Buyer most-favored customer lead-time as specified in Addendum D for each Equipment model.



	F.
	Seller
agrees that all Items will be delivered ready for shipment to the FCA point on the exact date specified in the Release ("Ship Date"). Late deliveries of any Items except Spare
Parts (as measured by adherence to the Ship Date on the most recent Release or contractual committed lead-time, whichever is earlier) will result in, at Buyer's option, a price reduction
(or debit to Seller's account) on such late Items of two percent (2%) for each calendar day late. In addition, Seller shall deliver, at its sole cost and expense, any late shipment of Items by
expedited freight as instructed to Buyer's site. If Seller is unable to commit to the lead-times as defined in the Equipment Specific Terms and Conditions, the price reduction for late
deliveries shall apply to the earlier of the committed Ship Date or the lead-time date calculated in accordance with Equipment Specific Terms and Conditions. —Partial
deliveries are counted as late shipments and will only be considered complete when all Equipment and Items, (and other Spare Parts required to install and qualify Equipment, if applicable) have been
shipped. Equipment shipments will not be considered complete until the Environmental Health and Safety documentation outlined in Sections 1.14 and 1.16 has been completed and provided to Buyer. Buyer
shall have the option to terminate the Release, in whole or in part, with no cancellation charge for any Equipment not delivered to FCA point on the Ship Date. Seller will be responsible for any costs
incurred by Buyer in obtaining cover in the event of such termination. 









	G.
	Seller
agrees to reserve production capacity equal to Buyer's delivery Forecasts until the contractual lead-time established in Addendum D or as otherwise agreed in writing
by the parties. Thirty (30) days prior to the contractual lead-time, Seller shall submit written notification of its intent to allocate such capacity to other customers. Such
capacity must either be taken or released by Buyer within thirty (30) days of the written notification.



	H.
	At
Buyer's discretion, Seller will make available up to [*****] of annual Forecasts of Equipment purchases (as measured in units of Equipment, and rounded up)
for shipment within [*****] of the contractual lead-time (rounded up to the next week) of Release date. This provision may be applied once every
lead-time as defined in Addendum D for each type/configuration of Equipment for which Buyer has provided a forecast.



	I.
	Seller
will, as required by Buyer, participate in Buyer's forecasting process, and Buyer will supply a rolling Forecast of required delivery dates to the Seller at such times and for
such periods as may be determined by Buyer.



	J.
	Configuration
and other Buyer-requested or Buyer-approved changes that result in Ship Date changes will be reflected on a change order to the Release showing the revised ship and
delivery dates subject to Section 7F.



	K.
	Seller
will notify Buyer in writing of the planned obsolescence of any Equipment or Item or part revision and will make that Equipment or Item available to the Buyer for a minimum of
[*****] days after the notice, during which time Buyer will have the option to place a final Release for such Equipment and Items for delivery after the
[*****] day notice. Buyer may return obsolete Equipment and Items within [*****] days after written notification of part revision or obsolescence, at no
cost. If any warranty return claims are made for such discontinued Equipment or Items, then such returns will be subject to the warranty provisions in Section 8. 




8.     ACCEPTANCE AND WARRANTIES  



	A.
	All
Equipment and Items purchased by Buyer are subject to inspection and test (source inspection) before being allowed to ship from Seller's factory. Source inspection requirements are
described in the Purchase Spec unless agreed otherwise in writing by the parties. Seller shall be responsible for source inspections and shall provide Buyer with written certification that Equipment
and Items tested have passed source inspection and comply in all respects with the requirements described in the Purchase Spec. Buyer may participate, as it deems necessary, in source inspections. If
any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable facilities and assistance at no additional charge.



	(i)
	Notwithstanding
any source inspection or testing at Seller's premises, all Equipment and Items purchased by Buyer are subject to Buyer's inspection and test
(qualification) before final acceptance at Buyer's premises. Final acceptance requirements are described in the Purchase Spec unless agreed otherwise in writing by the parties. Items, other than
Equipment, rejected by Buyer as not conforming to the Purchase Spec may be returned to Seller at Seller's risk and expense and, at Buyer's option, such Item shall be immediately repaired or replaced.



	(ii)
	If
Equipment does not pass final acceptance criteria, due to no fault of Buyer, within ninety (90) days of delivery, then Buyer may give written notice to Seller
of failure to meet final acceptance criteria on time. If Equipment does not meet final acceptance criteria within fourteen (14) days of such notice, Buyer may, at Buyer's option;
(a) return the Equipment for full credit or (b) have the Equipment replaced with new Equipment within ninety (90) days of Buyer's written election of option, or
(c) initiate Buyer's escalation procedures per part 3 (Services) section 7 (escalation) of Addendum A. 











	(iii)
	Acceptance
and/or inspection by Buyer shall in no event constitute a waiver of Buyer's rights and remedies with regard to any subsequently discovered defect or
nonconformity.






	B.
	Seller
warrants to Buyer that all Equipment and Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and
workmanship and be new, of the grade and quality specified.



	(i)
	If
an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable and at Buyer's option, Seller shall
repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Seller shall also be responsible for and pay the cost of shipping of all Equipment and Items not
conforming to the warranties and will bear the risk of loss of such Equipment and Items while in transit and any other costs reasonably associated with a nonconforming Item, such as, the cost to
de-install the Item.



	(ii)
	The
warranty period for Equipment shall apply for [*****] years (both Spare Parts and Service) starting from the date of final acceptance of the
Equipment. The warranty for additional Spare Parts, Service, Equipment conversion kits, Equipment upgrades or Equipment modifications shall apply for [*****] year from the date
of installation of the Item or for the Item's remaining warranty period, whichever is longer. Seller shall perform warranty work [*****] hours per day,
[*****] days per week. Seller will offer and Buyer may purchase additional periods of warranty.



	(iii)
	In
conjunction with the warranty period, Seller shall perform all preventative maintenance on a mutually agreeable schedule.



	(iv)
	At
Buyer's option the labor value of the warranty, or the purchase price of an extended warranty (if purchased with the Equipment), can be credited against a Service
contract prior to the end of the warranty period. All warranty terms will continue to apply throughout the term of any Service contract or extended warranty period.



	(v)
	Seller
shall send Buyer notices at one hundred eighty (180) days and sixty (60) days prior to the warranty expiration date for an Item explaining the
extended warranty options and costs.






	C.
	Seller
further warrants that all Equipment and Items furnished hereunder will not infringe any third party's intellectual property rights, and that Seller has the necessary right,
title, and interest to provide said Equipment and Items and Services to Buyer free of liens and encumbrances.



	D.
	All
of the above warranties shall survive any delivery, inspection, acceptance, payment, or resale of the Equipment and Items.



	E.
	Seller
warrants that all Services provided shall be performed in accordance with good workmanlike standards and shall meet the descriptions and specifications provided on Addendum A or
a SOW. Seller shall guarantee workmanship for [*****] after Services are provided unless agreed otherwise in writing by the parties. Seller shall promptly correct any
non-conforming or defective workmanship at no additional cost to Buyer. 





9.     PURCHASE SPECIFICATIONS, IDENTIFICATION AND ERRATA  



	A.
	Seller
shall not modify the purchase specifications for any Equipment or Item or Services without the prior written approval of the Buyer.



	B.
	Seller
shall cooperate with Buyer to provide configuration control and traceability systems for Equipment or Items and Services supplied hereunder.



	C.
	Seller
shall provide Buyer with an errata list for Equipment and Item and shall promptly notify Buyer in writing of any new errata with respect to the Equipment or Item. 











10.   PACKING AND SHIPMENT  



	A.
	All
Equipment and Items shall be prepared for shipment in a manner which: (i) follows good commercial practice, (ii) is acceptable by common carriers for shipment at the
lowest rate, and (iii) is adequate to ensure safe arrival. If Buyer requests, Seller will package Equipment and Items for clean room delivery, per purchase specification. Seller shall mark all
containers with necessary lifting, handling, unpacking and shipping information, Release number, Buyer's Equipment or Item Identification number or part number, description, Line item number, date of
shipment and the names of the Buyer and Seller.



	B.
	All
Equipment/Tools shall be shipped Free Carrier, Seller's Dock (FCA: Seller's Dock, Incoterms 2000). Buyer shall notify Seller of the method of shipment and expected delivery date.
If no instructions are given, Seller shall select the most cost effective carrier based upon Buyer's required delivery date. Title and risk of loss to Items shall pass to Buyer upon delivery to the
FCA point.



	C.
	All
Items shall be shipped Delivered Duty Unpaid, Buyer's Dock (DDU: Buyer's Dock, Incoterms 2000). Title and risk of loss for all Items other than Equipment shall pass to Buyer upon
delivery of Items to Buyer's dock. 




11.   OWNERSHIP AND BAILMENT RESPONSIBILITIES  



	A.
	Any
specifications, drawings, schematics, technical information, data, tools, dies, patterns, masks, gauges, test equipment and other materials furnished to Seller or paid for by Buyer
shall (i) remain or become Buyer's property, (ii) be used by Seller exclusively for Buyer's orders, (iii) be clearly marked as Buyer's property, (iv) be segregated when not
in use, (v) be kept in good working condition at Seller's expense, and (vi) be shipped to Buyer promptly on Buyer's demand or upon termination or expiration of this Agreement, whichever
occurs first. Any such property furnished by Buyer to Seller that is marked or otherwise noted by Buyer as being confidential information will be treated by Seller in accordance with Section 12
hereafter.



	B.
	Seller
shall be liable for any loss of or damage to Buyer's property while in Seller's possession or control, ordinary wear and tear excepted. 






12.   CONFIDENTIALITY AND PUBLICITY  



	A.
	During
the course of this Agreement, either party may have or may be provided access to the other's confidential information and materials. Additionally, Seller may be engaged to
develop new information for Buyer, or may develop such information during the performance of Services, which information will become, upon creation, Buyer's confidential information unless otherwise
agreed in writing. Provided information and materials are marked in a manner reasonably intended to make the recipient aware, or the recipient is sent written notice within forty-eight
(48) hours of disclosure, that the information and materials are "Confidential", each party agrees to maintain such information in accordance with the terms of this Agreement and the CNDA
referenced on the signature page of this Agreement and any other applicable separate nondisclosure agreement between Buyer and Seller. At a minimum each party agrees to maintain such information in
confidence and limit disclosure on a need to know basis, to take all reasonable precautions to prevent unauthorized disclosure, and to treat such information as it treats its own information of a
similar nature, until the information becomes rightfully available to the public through no fault of the non-disclosing party. Seller's employees who access Buyer's facilities may be
required to sign a separate access agreement prior to admittance to Buyer's facilities. Furthermore, Seller will furnish a copy of Addendum C to each of its employees, agents and subcontractors who
perform work or Services on Buyer's premises or facilities or otherwise has access to Buyer's 








classified
and proprietary information, networks or software, and will take reasonable steps to assure Buyer that all employees, agents and subcontractors have read and understood Addendum C. Seller
shall not use any of the confidential information created for Buyer other than for Buyer. 



	B.
	Neither
party may use the other party's name in advertisements, news releases, publicity statements, financial statement filings (unless in areas specifically required to meet General
Accepted Accounting Principles (GAAP) or Securities Exchange Commission (SEC) filing requirements or disclose the existence of this Agreement, nor any of its details or the existence of the
relationship created by this Agreement, to any third party without the specific, written consent of the other. If disclosure of this Agreement or any of the terms hereof is required by applicable law,
rule, or regulation, or is compelled by a court or governmental agency, authority, or body: (i) the parties shall use all legitimate and legal means available to minimize the disclosure to
third parties of the content of the Agreement, including without limitation seeking a confidential treatment request or protective order; (ii) the party compelled to make and disclosure shall
inform the other party at least ten (10) business days in advance of the disclosure; and (iii) the party compelled to make disclosure shall give the other party a reasonable opportunity
to review and comment upon the disclosure, and any request for confidential treatment or a protective order pertaining thereto, prior to making such disclosure. The parties may disclose this Agreement
in confidence to their respective legal counsel, accountants, bankers, and financing sources as necessary in connection with obtaining services from such third parties. The obligations stated in this
section shall survive the expiration or termination of this Agreement.



	C.
	Neither
party may use the other party's name or trademarks in advertisements, materials, web sites, press releases, interviews, articles, brochures, banners, letterhead, business
cards, project reference or client listings without the other's written consent. For Intel, this would be the Director of Corporate Purchasing and/or the Vice President of Materials. 





13.   INTELLECTUAL PROPERTY INDEMNITY  



	A.
	Seller
shall indemnify and hold Buyer and its customers harmless from any and all costs, expenses (including reasonably attorneys' fees), losses, damages or liabilities incurred
because of actual or alleged infringement of any patent, copyright, trade secret, trademark, maskwork or other intellectual right arising out of the use or sale by Buyer or Buyer's customers of
Equipment or Items or Buyer's products manufactured using the Equipment or Item(s). Buyer shall notify Seller of such claim or demand and shall permit Seller to participate in the defense or
settlement thereof.



	B.
	If
an injunction issues as a result of any claim or action, Seller agrees, at its sole cost and expense, and Buyer's option to either: (i) procure for Buyer the right to
continue using the Equipment or Items, (ii) replace the Equipment or Items with non-infringing Equipment or Items or (iii) modify the Equipment or Items so they become
non-infringing. If, despite Seller's best efforts, none of the foregoing options are available, Buyer may at its option return the Equipment or Item at Seller's sole cost and expense, and
Seller shall refund to Buyer the purchase price of the Equipment or Items.



	C.
	Seller's
obligations pursuant to this Section 13 shall not apply where: (i) custom Equipment or Items are manufactured to Buyer's detailed design and such design is the
cause of the claim; or (ii) Equipment or Items are used in combination with Equipment, software or other products not supplied, required or recommended by Seller and such infringement would not
have occurred but for such combination.



	D.
	THE
FOREGOING STATES THE ENTIRE OBLIGATIONS AND REMEDIES FLOWING BETWEEN BUYER AND SELLER ARISING FROM ANY INTELLECTUAL PROPERTY CLAIM BY A THIRD PARTY. 











14.   HAZARDOUS MATERIALS  



	A.
	If
Equipment, Items or Services provided hereunder include Hazardous Materials, Seller represents and warrants that Seller and its employees, agents, and subcontractors providing
Services to Buyer understand the nature of and hazards associated with the handling, transportation, and use of such Hazardous Materials, as applicable to Seller.



	B.
	Prior
to causing Hazardous Materials to be on Buyer's premises, Seller shall provide Buyer with Material Safety Data Sheets (MSDS) and any other documentation reasonably necessary to
enable Buyer to comply with the applicable laws and regulations, and obtain written approval from Buyer's Site Environmental, Health, and Safety (EHS) organization. Buyer will not grant approval
without Seller's agreement to comply with Buyer's Hazardous Materials management requirements.



	C.
	Seller
will be fully responsible for, defend, indemnify and hold Buyer harmless from any claim or liability arising in connection with (1) providing such Hazardous Materials to
Buyer, or (2) the use of such Hazardous Materials by Seller, its agents or subcontractors in providing Services to Buyer.



	D.
	Seller
hereby certifies that Equipment and Items supplied to Buyer do not "contain" any Class I ozone-depleting substances, as those terms are defined by law.



	E.
	Except
as provided hereafter, Equipment and Items returned to Seller by Buyer will be decontaminated from Hazardous Materials to the degree practical, reasonable, and as required by
applicable law or regulation. Upon request, Buyer shall provide appropriate documentation to Seller that the returned Equipment or Items have been decontaminated. If Seller is financially responsible
for shipping the return Equipment or Items, Seller will be responsible for their decontamination, and Buyer shall make Buyer's facilities available to Seller for the decontamination. 




15.   CUSTOMS CLEARANCE  



Upon
Buyer's request, Seller will promptly provide Buyer with a statement of origin for all Equipment and Items and with applicable customs documentation for Equipment and Items wholly or partially
manufactured outside of the country of import. 




16.   COMPLIANCE WITH LAWS AND RULES  



	A.
	Throughout
the term of this Agreement and any extension thereto, Seller shall comply, at its sole cost and expense, with all applicable statutes, regulations, rules, ordinances, codes
and standards (Laws) governing the manufacture, transportation, import, export or sale of Equipment and Items or the performance of Services covered by this Agreement anywhere in the world. Without
limiting the foregoing, in the United States (U.S.) this includes all applicable commerce, environmental, occupational safety, transportation and securities Laws and all employment and labor Laws
governing Seller's personnel providing Services to Buyer. Neither Seller nor any of its subsidiaries will export/re-export any technical data, process, product, or service, directly or
indirectly, to any country for which the United States government or any agency thereof requires an export license or other government approval without first obtaining such license. In addition,
Seller agrees not to provide foreign nationals from controlled countries as employees or contractors for work on any Buyer site. In complying with the Laws, it is understood and agreed that the
Equipment shipped to all Buyer sites worldwide must be of a common configuration ("Copy Exactly) for use by all Buyer sites worldwide and comply with any and all product safety requirements described
in the Purchase Spec or elsewhere in this Agreement, including but not limited to any applicable European Union Directives. Any Copy Exactly exception must be mutually agreed to and documented in a
configuration specification as a site-specific option. 









	B.
	While
on Buyer's premises or performing Services, Seller agrees to abide by all Buyer's rules and regulations that are provided to the Seller in writing; posted conspicuously or easily
observed while on Buyer's premises or customarily followed or known by third party invitee, including, but not limited to security, heath, safety, environmental and hazardous material management rules
and rules prohibiting the use of physical aggression against persons or property, harassment and theft. Seller will perform only those Services identified on Addendum A and will work only in areas
designated for such Services. Seller shall take all reasonable precautions to ensure safe working procedures and conditions for performance on Buyer's premises and shall keep Buyer's site neat and
free from debris.



	C.
	Seller
represents and agrees that it is in compliance with U.S. Executive Order 11246 and implementing Employment Opportunity regulations, the Vietnam Era Veterans' Readjustment
Assistance Act as amended by the Veterans Employment Opportunities Act of 1998 (to include: Vietnam-era Veterans and other Veterans who served on active duty during a war or campaign or
expedition for which a campaign badge has been authorized), and the Immigration Act of 1987, unless exempted or inapplicable. Seller shall indemnify and hold Buyer harmless from any penalties assessed
against Buyer because of its violations of said laws due to its relationship with Seller under this Agreement.



	D.
	Seller
shall comply with all applicable laws regarding non-discrimination in terms and conditions of employment, payment of minimum wage and legally mandated employee
benefits and compliance with mandated work hours. Seller shall comply with all applicable laws regarding employment of underage or child labor and shall not employ children under the age of 16. 




17.   INSURANCE  



	A.
	Without
limiting or qualifying Seller's liabilities, obligations or indemnities otherwise assumed by Seller pursuant to this Agreement, Seller shall maintain, at its sole cost and
expense, with companies acceptable to Buyer, Commercial General Liability and Automobile Liability Insurance with limits of liability not less than $1,000,000.00 per occurrence and including liability
coverage for bodily injury or property damage (1) assumed in a contract or agreement pertaining to Seller's business and (2) arising out of Seller's product, Services or work. Seller's
insurance shall be primary, and any applicable insurance maintained by Buyer shall be excess and non-contributing. The above coverages shall name Buyer as additional insured, and shall
contain a severability of interest clause.



	B.
	Seller
shall also maintain statutory Workers' Compensation coverage, including a Broad Form All States Endorsement in the amount required by law, and Employers' Liability Insurance in
the amount of $1,000,000.00 per occurrence. Such insurance shall include an insurer's waiver of subrogation in favor of Buyer.



	C.
	If
Seller is providing any professional service to Buyer, Seller shall maintain Professional Liability Insurance (including errors and omissions coverage) with liability limits not
less than $1,000,000.00.



	D.
	Seller
shall provide Buyer with properly executed Certificate(s) of Insurance prior to commencement of any operation hereunder and shall notify Buyer, no less than 30 days in
advance, of any reduction or cancellation of the above coverages. Such certificates shall be sent to the attention of Buyer's Commodity Manager at the address forth in the Notices section of this
Agreement. 






18.   GENERAL INDEMNIFICATION  



Seller
agrees to protect, defend, indemnify and hold Buyer harmless from and against any and all claims, liabilities, demands, penalties, forfeitures, suits, judgments and the associated costs and 







expenses
(including reasonable attorney's fees), which Buyer may hereafter incur, become responsible for or pay out as a result of death bodily injury to any person, destruction or damage to any
property, contamination of or adverse effects on the environment and any clean up costs in connection therewith, or any violation of governmental law, regulation, or orders, caused, in whole or in
part, by (a) Seller's breach of any term or provision of this Agreement, (b) any negligent or willful acts, errors or omissions by Seller, its employees, officers, agents,
representatives or sub-contractors in the performance of Services under this Agreement; or (c) dangerously defective Equipment or Items. 




19.   RETENTION AND AUDITS  



Seller
will maintain complete and accurate records of the Services performed under this Agreement for a period of five (5) years after the completion of these Services. Records relating to the
performance of this Agreement shall be made available to Buyer upon reasonable notice. 




20.   INDEPENDENT CONTRACTOR  



In
performing Services under this Agreement, Seller shall be deemed an independent contractor. Its personnel and other representatives shall not be deemed agents or employees of Buyer. As an
independent contractor, Seller will be solely responsible for determining the means and methods for
performing the required Services. Seller shall have complete charge and responsibility for personnel employed by Seller. However, Buyer reserves the right to instruct Seller to remove from Buyer's
premises immediately any of Seller's personnel who are in breach of Section 16 or 21 of this Agreement. Such removal shall not affect Seller's obligation to provide Services under this
Agreement. 




21.   SECURITY  



Seller
confirms that, to the best of its knowledge, employees of Seller performing work at Buyer's facilities have no record of criminal convictions involving drugs, assaultive or combative behavior
or theft within the last five (5) years. Seller understands that such employees may be subject to criminal history investigations by Buyer at Buyer's expense and will be denied access to
Buyer's facilities if any such criminal convictions are discovered. Seller also agrees to comply with Buyer's Alcohol and Drug-free Workplace Directive set forth in Addendum B. 




22.   NEW DEVELOPMENTS  



If
development Services are to be provided pursuant to this Agreement or if at any time during the term of this Agreement, Buyer pays any fee to the Seller for development Services, the following
terms and conditions shall apply unless agreed otherwise in writing by the parties: 


	A.
	All
intellectual property associated with any ideas, concepts, techniques, inventions, processes, or works of authorship developed, created or conceived by Seller, its employees,
subcontractors or agents while performing the development Services for Buyer or from proprietary and/or confidential information or materials belonging to Buyer (collectively, "Developments") shall
belong exclusively to Buyer and be deemed the confidential information of Buyer. Seller agrees to assign (or cause to be assigned) and does hereby assign fully to Buyer all such Developments.



	B.
	Buyer
acknowledges and agrees that Seller shall retain sole and exclusive ownership of any invention, improvement, development, concept, discovery, or other proprietary information
owned by Seller or in which Seller has an interest ("Seller IP"). Notwithstanding the foregoing, Seller agrees that if in the course of performing the Services, Seller incorporates any Seller IP into
any Development developed hereunder, Buyer is hereby granted and shall have a nonexclusive, royalty free, perpetual, irrevocable, worldwide license, including the right 








to
sublicense, under any such Seller IP, to make, have made, use, import, prepare derivative works of, reproduce, have reproduced, perform, display, offer to sell, sell, or otherwise distribute such
invention, improvement, development, concept, discovery, or other proprietary information as part of or in connection with such Development. 



	C.
	Seller
shall assist Buyer, at Buyer's expense, in obtaining, registering, perfecting and enforcing all patents, trademarks, mask work rights or copyrights necessary to protect Buyer's
interest in the Developments assigned to Buyer pursuant to Paragraph (a) above. This includes the disclosure of all pertinent information, the execution of applications, specifications, oaths
and assignments and any other papers by Seller necessary to ensure said protection for Buyer. Upon Buyer's request, Seller shall execute an Assignment of Copyright to Buyer covering any copyrightable
deliverable accepted by Buyer hereunder.



	D.
	All
documentation connected with the development Services or associated with Developments assigned to Buyer pursuant to Paragraph A above, shall be the exclusive property of
Buyer. Upon Buyer's request, Seller shall make all such documentation available to Buyer. 




23.   SOFTWARE AND DOCUMENTATION LICENSE  



	A.
	Definitions:







"Software"
means any software and/or firmware provided with, embedded in or that is necessary, required or normally provided by the Seller for the use and/or operation of Equipment and Items, in
object code form, including bug fixes, updates, enhancements, and new releases developed by Seller during the term of the Agreement. 


"Documentation"
means any and all user documentation and training materials necessary to instruct Buyer in the proper installation, use and operation of the Software or Equipment or Items which
accompany either Software or Equipment and Items. 




	B.
	License
Grant: Seller grants to Buyer a fully paid, worldwide, transferable, non-exclusive, perpetual license, under all intellectual property rights owned or licensed by
Seller and embodied in the Software and/or Documentation to install, copy and use the Software and use and distribute the Documentation internally in the operation of the Software or Items. Buyer may
make a reasonable number of archived copies of Software for back-up purposes. Buyer may copy the Documentation or portions thereof, for internal use purposes. Buyer may not reverse
engineer the Software.



	C.
	Right
to Transfer: Buyer may transfer the Software, Documentation and copies prepared in accordance paragraph 23 B, and all rights associated therewith, as part of the sale,
lease or other transfer of all rights in Equipment and Items for which the Software and Documentation were provided or required, provided that the Buyer retains no copies Software, Documentation and
the transferee agrees to the terms and conditions of this Software and Documentation License.



	D.
	Ownership:
Seller shall retain all ownership interest in and to Software and Documentation, and except for the express rights and license set forth herein, Buyer receives no other
rights or license, whether by implication, estoppel or otherwise.



	E.
	Warranties:
Seller makes the following representations and warranties to Buyer regarding the Software:



	(i)
	The
Software will perform in conformance with the Purchase Spec;



	(ii)
	The
Software does not contain any viruses at the time of delivery to Buyer;



	(iii)
	Seller
has all necessary rights, title and interest to grant the rights set forth herein to Buyer, free of any claims, liens or conflicting rights in favor of any
third party. 














24.   MERGER, MODIFICATION, WAIVER, REMEDIES And severability  



	A.
	This
Agreement and any Releases issued hereunder contains the entire understanding between Buyer and Seller with respect to the subject matter hereof and merges and supersedes all
prior and contemporaneous agreements, dealings and negotiations. No modification, alteration or amendment shall be effective unless made in writing, dated and signed by duly authorized representatives
of both parties.



	B.
	No
waiver of any breach hereof shall be held to be a waiver of any other or subsequent breach.



	C.
	Buyer's
rights and remedies herein are in addition to any other rights and remedies provided by law or in equity.



	D.
	If
any provision of this Agreement is determined by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such determination shall not affect the validity of the
remaining provisions unless Buyer determines in its discretion that the court's determination causes this Agreement to fail in any of its essential purposes. 




25.   ASSIGNMENT  



Neither
party may assign or factor any rights in, nor delegate any obligations under this Agreement or any portion thereof, without the written consent of the other party. For purposes of this
Section 25, the acquisition, merger, consolidation or change in control of Seller or any assignment by operation of law shall be deemed an assignment that requires Buyer's written consent.
Buyer may cancel this Agreement for cause should Seller attempt to make an unauthorized assignment of any right or obligation arising hereunder. 




26.   APPLICABLE LAW  



This
Agreement shall be construed and interpreted in accordance with the laws of the State of Delaware, excluding Delaware's conflicts of law provisions. The provisions of the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. The parties agree that the predominance of this Agreement is the sale of goods, and agree that the
Delaware version of the Uniform Commercial Code, Article 2, shall be applicable to this Agreement. 




27.   HEADINGS  



The
headings provided in this Agreement are for convenience only and shall not be used in interpreting or construing this Agreement. 




28.   SPECIFIC PERFORMANCE  



Notwithstanding
anything to the contrary contained in this Agreement, the parties agree that the failure of the Seller to deliver an Item or perform a Service in accordance with the terms and
conditions contained in this Agreement after the acceptance of a Release would cause irreparable damage to Buyer for which monetary damages would not provide an adequate remedy. Accordingly, it is
agreed that, in addition to any other remedy to which Buyer may be entitled, at law or in equity, Buyer shall be entitled to injunctive relief to prevent breaches of the provisions of this Agreement
by Seller, and an order of specific performance to compel performance of such obligations in any action instituted in any court of the United States or any state thereof having subject matter
jurisdiction. 







29.   NOTICE  



Unless
otherwise agreed in writing by the parties, all notices to Intel regarding this Agreement shall be sent to Buyer TME General Counsel and to the Intel TME's Commodity Manager at the address on
the signature page of this Agreement. 




30.   PRIVACY  



	A.
	If
Buyer transmits any personal information to Seller, Seller warrants that Seller shall not transfer such personal information to any third party or use it for any purpose other than
as described in this Agreement.



	B.
	If
Seller obtains personal information in the course of performance of Services for Buyer, Seller warrants that Seller shall not transfer such personal information to any third party
or use it for any purpose other than as described in this Agreement.



	C.
	If
Seller collects personal information on behalf of Buyer, and Buyer has given notice to Seller that Buyer will use such personal information in order to contact the data subject,
Seller shall submit personal information to Buyer only if the data subject has opted-in to receive information, either from Buyer, or from other companies or persons in general.



	D.
	Seller
shall permanently delete all personal information within thirty (30) days after the personal information is no longer being actively used in fulfilling Seller's
obligations to Buyer under this Agreement.



	E.
	Seller
shall take all measures necessary to ensure the security of Seller's data. Further, Seller shall comply with the current online Privacy Alliance's privacy guidelines (available
at www.privacyalliance.org), and any and all updates as they may be issued. 





31.   ELECTRONIC TRANSACTIONS  



	A.
	Subject
to the terms and conditions of this section, the parties agree to receive electronic documents and accept electronic signatures relating to transactions contemplated by this
Agreement, including Releases, Purchase Orders, Purchase Order Acknowledgments, Invoices and other transactions as may be agreed by the parties from time to time. Electronic documents and electronic
signatures shall be a substitute for paper-based documents and signatures, and the legal validity of a transaction will not be denied on the ground that it is not in writing.



	B.
	All
electronic documents shall be transmitted through the use of EDI, XML or other WEB based transmission formats. Electronic documents may be transmitted or received electronically
directly by the parties or through designated third party communication network service providers with which either party may contract. Each party agrees to designate all transmissions as confidential
and protect all electronic documents from improper or unauthorized access in accordance with Section 12A of this Agreement. Information contained in any electronic document or otherwise
exchanged electronically between the parties shall be considered the confidential information of the disclosing party and shall be maintained in accordance with Section 12A of this Agreement.



	C.
	For
purposes of this Agreement, an electronic signature shall mean information or data in electronic form that is attached to or logically associated with an electronic document and
executed or adopted with the intent to sign the electronic document. An oral communication or a recording of an oral communication shall not qualify as an electronic signature. Nothing in this section
shall be construed to limit or otherwise affect the rights of either party to assert that an electronic signature is a forgery, is used without authority, or otherwise is invalid for reasons that
would invalidate the effect of a signature in written form. 









	D.
	Seller
acknowledges that its use of Buyer's websites is at Seller's own risk and that Buyer makes no representations or warranties of any kind whatsoever regarding Buyer's websites
(including any software, hardware, equipment, communications providers or connections), whether express or implied, written or oral, including any warranty that the Buyer's websites will be
operational at any particular time, free from outages or errors, compatible with any other computer or telecommunications hardware or software, fit for any particular purpose, or any warranty arising
out of course of performance, course of dealing or usage of trade. Seller hereby releases Buyer from any and all liability of any kind whatsoever arising out of Seller's use of or inability to access
Buyer's website. 




32.   USE OF BUYER PASSWORDS  



	A.
	During
the term of the Agreement, Buyer may provide Seller's employees and/or agents with user names and passwords ("Password[s]") for access to certain of
Buyer's confidential websites ("Website[s]"). Buyer may revoke a Password and access rights to any Website, at any time without notice to Seller. Seller agrees that the
Passwords are the confidential information of Buyer and shall be maintained in accordance with Section 12A of this Agreement.



	B.
	Passwords
will only be granted to Seller's employees or agents that execute a on-line password use agreement available on the Website. Seller agrees that this
on-line password use agreement will be a valid and binding agreement when executed by such employees or agents. Seller agrees to take all reasonable efforts to ensure that such employees
and agents comply with the terms of such password use agreements and to notify Buyer within 10 business days of such an employee or agent terminating their employment with Seller.



	C.
	Seller
and seller's employees and/or agents are authorized only to use passwords for accessing the websites for the business purposes intended by buyer and for no other purpose. All
information found on the website or downloaded, transferred, printed or otherwise obtained from the website is the confidential information of buyer and is subject to the terms and conditions of the
CNDA referenced on the signature page of this agreement. Before accessing and receiving confidential information from the website, seller's employees and/or agents must electronically accept the terms
and conditions of the electronic confidential information transmittal record ("CITR") found on the website, which the parties agree will substitute for the CITR procedure in the CNDA. Buyer will
record and store a record of each and every time seller's employees and/or agents access the website with the password. In addition to the terms and conditions of the CNDA, seller's employees and/or
agents will comply with any other restrictions found on the website. 




33.   DISPUTE RESOLUTION  



	A.
	All
disputes arising directly under the express terms of this Agreement or the grounds for termination thereof shall be resolved as follows: The senior management of both parties shall
meet to attempt to resolve such disputes. If the disputes cannot be resolved by the senior management, either party may make a written demand for formal dispute resolution and specify therein the
scope of the dispute. Within thirty (30) days after such written notification, the parties agree to meet for one (1) day with an impartial mediator and consider dispute resolution
alternatives other than litigation, including referral to the National Patent Board. If an alternative method of dispute resolution is not agreed upon within thirty (30) days after the one day
mediation, either party may begin litigation proceedings.



	B.
	Seller's
sole remedy for any infringement of Seller's patents arising from products or services (hereafter "infringing products") used by Buyer in the manufacture, testing or
assembling of Buyer's products shall be compensatory damages, which Seller will seek solely from the manufacturer(s) and/or distributor(s) of such infringing products. Nothing in this Section shall 








prevent
Seller from seeking an injunction against infringing products not used by or for Buyer in the manufacture, testing or assembling of Buyer's products. 





34.   SURVIVAL  



The
rights and obligations of the parties as contained in Sections 1, 3, 5, 6, 8, 11, 12, 13, 14, 15, 16, 18, 19, 20, 22, 23, 24, 25, 26, 29, 30, 31, 32, 33, 34 and 35 shall survive the termination or
expiration of this Agreement along with any other right or legal obligation of a party created by a term or condition in any Addendum, SOW or Purchase Spec, which term or condition by its nature would
survive the termination or expiration of the Agreement. 




35.   ORDER OF PRECEDENCE  



In
the event of a conflict or inconsistency between the Terms and Conditions of this Agreement and its Addenda, a Release or Purchase Spec the following order of precedence shall govern: 


	A.
	Any
supplemental terms or instructions on the face of a Release accepted by Seller.



	B.
	The
Terms and Conditions of this Agreement and its Addenda and Amendments.



	C.
	Purchase
Spec. 












 
 

ADDENDUM A
  
    ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL EQUIPMENT MODELS, SPARE PARTS AND SERVICES    
    


 
 

PART I.        EQUIPMENT    
    


1.     EQUIPMENT PERFORMANCE GUARANTEES  



For
purposes of this section 1 of Part 1 addendum A only, the term "Availability Requirement" means the lesser of the Equipment availability requirement (or "utilization capability" or
"100% uptime" requirement) as set forth in the Purchase Spec per SEMI E10-96. The warranty on a unit of Equipment will be extended one (1) month for each month that such Equipment
performs below the Availability Requirement. Seller has the right to request a mutual review process, to review equipment performance data, at which Seller may exclude downtime caused by the Buyer in
the availability calculations. This provision for warranty extensions does not apply until three (3) months after Equipment final acceptance. If the Availability Requirement is not met for more
than six (6) consecutive months during the warranty period, Buyer may, at Buyer's option: (a) return Equipment for full credit; (b) obtain replacement parts, including major
components, at no cost to Buyer; or (c) have the non-complying Equipment replaced with new Equipment within ninety (90) days. Warranty extensions may be reduced by one
(1) month for every two (2) months that the Equipment performs better than three percent (3%) above the Availability Requirement. Buyer must be in general compliance with Seller's
recommended or a mutually agreed upon preventative maintenance schedule for warranty extensions to be invoked. Extensions will be agreed upon within ninety (90) days after the month in which
the Equipment performance dictated the extension. 




2.     MODIFICATIONS AND UPGRADES  



	A.
	Buyer
may require and Seller agrees to make any Equipment modifications needed to bring the Equipment into conformance with the Purchase Spec or, in the case of performance-based
pricing (if such a pricing structure has been agreed to) to meet the Expected Improvement Rate (EIR).



	B.
	Such
modifications will be performed at no cost to Buyer. Prices for upgrades and modifications that exceed the Purchase Spec (current at time of installation) will be negotiated at
the time Buyer grants authorization.



	C.
	Seller
offers to add Items currently offered or developed over the term of the Agreement, which Buyer does not currently purchase, to this Agreement, should Buyer choose to purchase
such Items. 





3.     CHANGE CONTROL  



	A.
	Buyer
may require and Seller agrees to make any Equipment modifications needed to bring the Equipment into conformance with the Purchase Spec or, in the case of performance-based
pricing (if such a pricing structure has been agreed to) to meet the Expected Improvement Rate (EIR). Such modifications will be performed at no cost to Buyer. Prices for upgrades and modifications
that exceed the Purchase Spec (current at time of installation) will be negotiated at the time Buyer grants authorization.



	i.
	Seller
shall not make changes to Items without prior written approval from Buyer.



	ii.
	Changes
include all hardware or software assembly modifications that affect the manufacturing environment, impact/require recipe alteration to match outputs, impact 












equipment
installations/facilities hookup, affect the ergonomic or safety characteristics of the Equipment, and/or affect existing Equipment software. They may also include modifying Equipment,
modules, software, subassemblies, parts associated with the manufacturing environment or process chemicals/consumables. 



	iii.
	Seller
must request approval for such changes by notifying Buyer of the proposed change by sending an Equipment change request notice to Buyer a minimum of ninety
(90) days prior to any proposed change. This notice shall include the specific change requested, reason for the change, specific change details, Items affected, and the impact to Equipment in
the field.



	iv.
	Seller
shall provide rev-level control and traceability systems for Items supplied to Buyer hereunder.



	v.
	In
the case of Equipment on order but not yet shipped, formal modification of the Release is required for any change to the model, configuration, variance to the price,
performance, acceptance specifications, or delivery schedule. No Equipment will be accepted or paid for that is in variance to what is shown on the Release unless formally authorized by a written
change order. 





4.     TRAINING & DOCUMENTATION  



	A.
	The
drawings, documentation, and training materials must conform to the Intel specification 20-254 "DOCUMENTATION AND TRAINING REQUIREMENTS" defined in Addendum E. Training
must be developed using either Performance-Based Equipment Training (PBET) or Criterion-Referenced Instruction (CRI) methodology and delivered by PBET certified instructors.



	B.
	Buyer
may purchase and Seller will make available training and documentation as defined in Addendum E.



	C.
	Buyer
will review all supplied training and documentation and has authority to accept or reject it. Buyer will not give final approval until Seller has delivered all documentation
referenced 20-254 "DOCUMENTATION AND TRAINING REQUIREMENTS" defined in Addendum E. Final equipment payment will not be made until the
requirements of this specification have been satisfactorily completed. 




5.     SAFETY REVIEW AND NOTIFICATION  



	A.
	Seller
warrants that the Equipment complies with SEMI S2 Safety Guidelines for Semiconductor Manufacturing Equipment OR be listed by a
Nationally Recognized Testing Laboratory (NRTL) using the applicable standards AND comply with SEMI S8 Safety Guideline for Ergonomics/Human Factors
Engineering of Semiconductor Manufacturing Equipment. Seller shall document conformance through an agreed upon third party at Seller's expense. Documentation of compliance listed in the Purchase Spec
shall be provided to the Buyer three months prior to the date the Equipment is being shipped. Modifications necessary to bring the Equipment into compliance will be provided by Seller at no charge.
Seller must have management and control systems for the effective management of product safety compliance.



	B.
	Seller
will notify Buyer's corporate purchasing representative, corporate technical representative, and corporate environmental health & safety representative immediately upon
discovery of any actual or potential environmental, health or safety hazard with the Equipment, upon discovery. Determination of the scope and any containment and corrective actions required to cure
such a hazard will be performed by Seller at no cost to Buyer. Should Seller not be able to cure, Seller shall provide a full refund of the Equipment purchase price to Buyer. 











6.     EQUIPMENT RELIABILITY  



	A.
	Reliability
Demonstration: Seller agrees to use "Reliability Qualification Test" (RQT) plans (SEMI E10 96) to demonstrate, with 80% confidence, that the Equipment's reliability
meets or exceeds the performance specification for reliability, based on testing of production systems and/or field data. This will be used to substantiate the claims of Equipment performance for each
design. Testing will be performed by Seller on as many machines as required to establish the required confidence. If subsystems are tested individually, the subsystem goals must be apportioned from
the systems goal.



	B.
	Failure
Modes and Effects Analysis: Seller agrees it will complete Failure Modes and Effects Analysis (FMEA) studies on at least three of the most critical subsystems and/or those
systems that contain new design concepts.



	C.
	Fault
Tree Analysis: At least annually, Seller will perform Fault Tree Analysis (FTA) on no fewer than the top three known failure modes associated with each type of Equipment. This
will document the largest limiters to the Equipment's reliability, and will be the foundation for developing a comprehensive plan for reducing or eliminating each of the failure modes.



	D.
	Continuous
Improvement/Upgrades: With all continuous improvement projects and upgrade programs, Seller will:



	(i)
	Perform
FTA's on the existing problem or issue to verify that the most important root causes are understood and corrective actions are generated.



	(ii)
	Model
and provide rationale for the design goals for the proposed solution.



	(iii)
	Perform
FMEA's on the solution design.



	(iv)
	Execute
an RQT to objectively verify the reliability of the solution. 







7.     BUYER SPECIFIC PROCESS RECIPE DEVELOPMENT  



If
during the term of the Agreement, Buyer is required to develop Buyer specific process recipes ("Recipes") for Items at Seller's site, the parties agree as follows: 


	A.
	Seller
shall designate a secured area at Seller's site for the use of Buyer's employees for the purpose of such process development work. During this development, Seller's employees
will have no access to the area and at the conclusion of the development work, Buyer may delete any and all memory pertaining to the Recipes from the Items.



	B.
	Seller
acknowledges and agrees that all Recipes are the sole and exclusive property of Buyer and any information relating to Recipes disclosed to Seller by Buyer shall be deemed to be
the Confidential Information of the Buyer and governed by the terms of the CNDA referenced on the signature page of this Agreement.



	C.
	Seller
may use the Confidential Information solely in conjunction with Items and agrees not disclose the Confidential Information to any third parties, including any affiliates,
subsidiaries, parent or sister companies, without the prior written approval of Buyer.



	D.
	Seller
acknowledges and agrees that no license under any Buyer patent, copyright, trade secret or other intellectual property right is granted to or conferred upon Seller by the
disclosure of any Confidential Information by Buyer to Seller as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such
intellectual property rights must be express and in writing 










 
 

PART II.        SPARE PARTS    
    


1.     SPARE PARTS DELIVERY  



	A.
	For
emergency (e.g. down Equipment) spare parts, Seller will accept orders 24 hours per day, seven days per week and will ship such emergency spares orders to Buyer's facilities
immediately during normal business hours and within four hours during all other hours, and by the most expedient method possible. At Buyer's option, Seller will arrange shipment of such spare part or
Buyer will arrange for pickup.



	B.
	For
non-emergencies, Seller guarantees spare parts will be shipped to Buyer's facilities after receipt of order no later than the following schedule (exclusive of transit
time): 







	Type of Part
 
	 	Leadtime

	

CONSUMABLES	
 	

1 Week
	

NON-CONSUMABLES	
 	

1 Week
	

CONSIGNMENT REPLENISHMENT	
 	

1 Week
	

REPAIRS	
 	

2 Weeks
	

REPAIR EXCHANGE POOLS	
 	

1 Week






	C.
	In
any month (as defined by Buyer's work week calendar), if the OTD at any Buyer site falls below 98% ("Non-Conforming Month"), all spare parts ordered by that site during
the second calendar month following the Non-Conforming Month will be given an additional discount (beyond that in Section 3.3 (a)) according to the schedule below 







	OTD
 
	 	Additional Discount
	 
	

85%-97.9%	
 	

15	
%
	

75%-84.9%	
 	

20	
%
	

60%-74.9%	
 	

25	
%
	

less than 60%	
 	

30	
%







Regardless
of any discount, Seller shall ship any past due spare part within twenty-four (24) hours of availability. 





2.     SPARE PARTS TERMS  



	A.
	Spare
parts will be discounted XX percent (xx%) off of the Seller's published price
list, or xx% off of lowest price charged by Seller to other customers, whichever is lower, as referenced in Addendum F Spare Parts Price List.



	B.
	Seller
shall supply Buyer with a complete list of spare parts written in Excel spreadsheet format, which will be included in Addendum F Spare Parts Price List. The spare parts list
will include Seller's part number, description, Intel's discounted new-buy price, Intel's discounted repair price (as applicable), new-buy lead-time, repair
lead-time (as applicable), typical consumption per year per machine, typical recommended stocking level. Seller shall also identify which parts are consumable/non-consumable
(C/N) and repairable/non-repairable (Y/N).



	C.
	Seller
shall provide Buyer with a list of second/direct sources for all parts. This list will cross reference Seller's part number with the original manufacturer and part and shall be
provided 








six
(6) months prior to delivery of the first HVM tool. The warranty on each existing tool(s) will be extended for one additional month for every month that this list is late as required above. 



	D.
	Seller
and Buyer shall jointly develop and manage a bill of materials and spares stocking strategies in order to stock the optimal level of spare parts at each Buyer site.



	E.
	Non-consumable
parts provided under warranty and/or service contracts will be provided by Seller at no cost to Buyer. Seller will pay all shipping costs including duty and
insurance for warranty replacement parts. The name of a carrier and account number will be provided by Seller for warranty returns.



	F.
	Seller
will notify Buyer in writing 30 days prior to obsolescence of any part number or part revision and will make that part available to the Buyer for a minimum of
180 days after the notice. Buyer may return obsolete parts within 180 days after written notification of part revision or obsolescence for 100% of the original purchase value.



	G.
	Buyer
may return any parts up to 24 months after receipt of part for a full refund or credit of the original purchase value against any outstanding or future Seller invoices.



	H.
	Spare
parts will be supplied by Seller for at least seven years beyond the last Equipment purchase or end of product manufacturing, whichever is later. If Seller can no longer supply
parts beyond seven years, Seller will furnish drawings and specifications for the parts with all the rights required to have such parts made by a second source supplier without compensation of any
nature to Seller.



	I.
	Parts
delivered to Buyer must be pre-cleaned and bagged in accordance with Buyer's current Purchase Spec requirements, if any.



	J.
	Seller
will have a tracking system to collect failure analysis data on high usage parts, and will make such data available upon request.



	K.
	Each
Buyer site will have the option to stock consignment spares per terms referenced in Addendum I Spare Parts Consigned Inventory Program.



	L.
	Seller
will support Buyer's internal repair capability for items purchased under this agreement. At Buyer's request, Seller shall provide technical information (drawings, schematics,
etc.) Buyer may require to enable this capability. 




3.     SPARE PARTS COST CONTROL  



	A.
	Adjustments
to fixed costs of parts (either consumable or non-consumable) will be made under the following conditions:



	(i)
	If
Buyer and Seller agree to implement cost reduction programs, such as spare parts reliability improvements, alternate sourcing, value engineering, or
re-specification of quality requirements, the fixed costs of parts shall be adjusted by the agreed upon amount of cost reduction due to such programs. 













 
 

PART III.        SERVICES    
    


1.     APPLICABILITY  



The
terms and conditions in this section apply to all Service work (such as, but not limited to installation, warranty, service call, and extended service contract) performed by Seller at Buyer's
facilities. In the case of extended service contracts, a separate scope of work for each service contract will be negotiated and will become a supplement to this Agreement. 




2.     PRICING  



	A.
	Prices
set forth in Addendum G Service Pricing and FSE Expectations and specific scopes of work (for extended service contracts) shall remain firm for the duration of this Agreement
except as provided below.



	B.
	Seller
will decrease rates when they are determined not to be competitive with geographical labor rates.



	C.
	If
Seller decreases prices for Services furnished hereunder, the prices of any and all remaining Services under this Agreement shall be decreased. 




3.     ALTERNATE USE OF SCOPE OF WORK PERSONNEL  



If,
after receiving Buyer's approval, Seller utilizes personnel assigned under any factory-specific Scope of Work (SOW) to perform installation, warranty, or other work not included in such
factory-specific SOW, Seller will credit to Buyer the value of all such work. The amount of any such installation, warranty, or other credits will be mutually agreed in advance. Buyer shall have the
right to accept or reject any Seller requests to utilize personnel assigned under a factory-specific SOW to do any such work. 




4.     EQUIPMENT PRE-DELIVERY AND START UP  



	A.
	Prior
to Equipment installation, Seller shall participate in Buyer's installation design reviews, identify any flaws in the designs that would impair the successful installation of
Seller's Equipment, and shall approve final design revisions.



	B.
	After
Buyer has completed Equipment facilitization, Seller shall work the required amount of hours in order to ensure Equipment is installed and started up to meet Purchase
Specification acceptance criteria and production ramp requirements. At a minimum, this shall include final connection, pre-safety certification hookup work, mechanical, electrical,
software functionality testing, chemical functionality testing, acceptance to Purchase Specification criteria, and process module qualification (final acceptance). Buyer and Seller shall
co-develop plans, Gantt charts or other tools that are necessary to ensure Equipment is ready for each phase of Buyer's production ramp. 






5.     PROCESS MODULE QUALIFICATION  



	A.
	Seller
shall participate as needed in process and module qualification and in integrating the Equipment into the manufacturing process.



	B.
	Buyer's
procedures, practices and methodologies will be used to ensure that the Equipment being installed matches the performance of similar Equipment installed in Buyer's facility.



	C.
	Equipment
matching shall include, but is not limited to, process matching, gauge matching, statistical and Equipment to Equipment matching in the same facility or in any of Buyer's
facilities, subject to any limitation defined in the Purchase Specification. 









	D.
	Buyer
shall provide Seller with training to assist in Equipment, process and module characterization procedures.



	E.
	Seller
shall assist Buyer in streamlining the process within critical parameter requirements to achieve greater machine effectiveness and higher output volume. 




6.     FIELD SERVICE SUPPORT  



	A.
	If
equipment does not meet performance requirements and specifications as detailed in the Purchase Specification, Seller shall provide service engineer on Buyer's site. Should problems
persist, additional field service engineers will be dedicated to provide 24 hours × 7 days on-site coverage at no additional cost until Equipment
consistently meets Purchase Specifications.



	B.
	Seller
will provide worldwide field service support to ensure that the equipment meets or exceeds the performance specifications. Seller will (i) monitor and report data on
performance to plan (by work week) at the required service contract, warranty and management reviews, (ii) actively participate in continuous improvement forums, such as, users groups,
(iii) continuously improve their process capability, application knowledge, and support, (iv) train and certify their field service personnel so that they meet the requirements
identified in this agreement, and (v) develop the appropriate escalation procedures for problem resolution and Equipment down situations.



	C.
	Sites
shall have the option of extending on-site coverage at a rate in accordance with Addendum G Service Pricing and FSE Expectations provided Purchase Specifications have
been achieved. 




7.     CONTINUOUS IMPROVEMENT  



	A.
	After
the first Equipment is installed at a site, Buyer may require Seller to participate in a joint program to baseline and improve the performance of Seller's Equipment in Buyer's
production applications. At the end of six months, Buyer and Seller shall review this baseline performance and establish long range continuous improvement goals. In no case shall baseline Equipment
performance be less than parameters defined in the Purchase Specifications.



	B.
	Buyer
shall administer and Seller shall support the use of performance report cards, continuous improvement programs such as Supplier Continuous Quality Improvement (SCQI), Sematech
Standard Quality Assessment (SSQA), Supply Chain Risk Assessment (SCRA), or other quality improvement programs, along with management review meetings to monitor Seller's performance towards continuous
improvement goals.



	C.
	Seller
shall work with Buyer to collect and analyze data through Buyer's automated data collection system and/or other data available to Seller and recommend corrections or
improvements to Equipment.



	D.
	Seller
will work with Buyer to develop, test, and proliferate Continuous Improvement Projects (CIP) needed to meet or exceed the Corporate Purchase Agreement and Corporate Purchase
Specification requirements.



	E.
	Seller
commits to lowering the total cost of ownership and to showing that improvement in the equipment cost of ownership model. 




8.     ESCALATION  



	A.
	Seller
will provide telephone Technical Support on 24 hours per day, 7 days per week, 365 days per year with a 30-minute pager telephone response
basis. Seller will also provide an escalation list with the phone numbers of at least three senior technical personnel. If a 








problem
occurs with a piece of Seller's Equipment, Buyer shall immediately call Seller's Technical Support (or escalation list, if necessary). 



	B.
	If
a problem with Equipment cannot be resolved by Buyer's personnel within 1 hour of such a call, Seller will have service personnel on Buyer's site within 4 hours or
within 2 hours if an extended service contract is in place.



	C.
	If
the problem is still unresolved 24 hours after the initial call, Seller shall dispatch at least one additional senior (Level III) field service engineer to the site.



	D.
	If
the problem is still unresolved 36 hours after the initial call, Seller Management shall update Buyer with repair status every 4 hours until equipment is returned to
production. The previously agreed plan of action is reviewed, updated and modified as required. If the problem is still unresolved, the Seller shall dispatch a team of Process, Hardware, and Software
experts from Seller Engineering / Design group. Such persons shall travel by the most expeditious route at Seller's expense.



	E.
	A
post mortem report is required for all equipment down over 24 hours. Seller's Field Service Manager is responsible for scheduling a post mortem meeting with the Buyer after
the "Escalated" problem is resolved. The Seller report will include, but is not limited to, documenting the root cause, plan of action, any future preventive actions, a summary of the daily activities
noting parts used, their effect on the problem, and any change to the plan of action.



	F.
	These
levels of escalation will be provided at no cost during the warranty period. 




9.     TECHNICAL EXPERTISE  



	A.
	All
Seller personnel who work on equipment at Buyer's sites must be Level III certified per Addendum G Field Service Engineer Skills and Expectations. Seller will inform Buyer when
such personnel do not meet Level III certification criteria, and will be subject to remedies described below paragraph G.



	B.
	Seller
personnel used to install new equipment or relocate existing equipment must be Level III certified per Addendum G Field Service Engineer Skills and Expectations.



	C.
	On
Site Field Service Engineer (OSFSE)—OSFSE must be Level III certified per Addendum G Field Service Engineer Skills and Expectations. The OSFSE will be responsible for
the management and supervision of Seller's team of Field Service Engineers (FSE's) and other personnel utilized in the performance of this Agreement. The OSFSE shall be responsible for resolving any
Seller personnel-related discipline issues. However, Buyer reserves the right to request the immediate removal of any Seller personnel who are in breach of any laws, regulations, or provisions of this
Agreement. The OSFSE will be a primary communication link from Buyer's factory to Seller, and will participate in Buyer's various equipment improvement teams, and management reviews as requested. The
OSFSE will deliver on-the-job training and formal training per Specification 20-254 section 4.7 to maintain and improve the skills of the FSE's and Buyer's
factory personnel assigned to Seller's equipment. As requested by Buyer, the OSFSE must report equipment performance MTBA, MTBF, Utilization, Outs per system, Spares usage, and PM PAS, weekly to
responsible Process/Equipment Engineer, Site Supplier Management Team and Buyer, as well as performance against schedule (PAS) for any agreed to service objectives or issues and plans.



	D.
	Off
Site Field Service Engineer (OFSFSE)—OFSFSE must be Level III certified per Addendum G Field Service Engineer Skills and Expectations. FSE's must maintain and repair
the equipment listed in this contract or factory specific Scope of Work. The work of FSE's on shift will be coordinated through Buyer's Shift Technical Supervisor or Manager. 









	E.
	Upon
request, Seller shall furnish evidence of any and all On Site Field Service Engineer (OSFSE) or Off Site Field Service Engineer (OFSFSE) credentials with respect to being Level
III certified, as defined in this section. Buyer shall have the right to audit any such evidence, including, but not limited to, the right to interview any of Seller's personnel designated for the
performance of applicable factory-specific service Scope of Work or equipment associated as noted in this agreement.



	F.
	Buyer
must maintain all training and certification records for all Field Service Engineers. As part of Buyer's ISO 9001 certification process, Seller may be requested to provide
information regarding Buyer in-house training or current calibration records for all applicable hand tools, and current listing of all manuals, including revision number.



	G.
	If
any of Seller's personnel assigned to any factory-specific service or Scope of Work, upon commencement of work at Buyer's factory, are not Level III Addendum G, Buyer may choose
from one of the remedies listed below. Such remedies will apply only to the individual personnel in question and will be in effect only until such time as Seller can prove that such personnel have met
the requirements to be "Level III."



	i.
	The
individual is removed from Buyer's factory and replaced by a "Level III." Or,



	ii.
	The
individual shall be paid-for at [*****] of the rate established in this Agreement and an agreed Seller-developed training plan
will be established for that individual. Or,



	iii.
	The
individual may remain but shall be supplemented at no charge by an additional Seller personnel who is Level III certified Or,



	iv.
	Buyer
may cancel the portion of the applicable factory-specific service Scope of Work equal to the number of individuals who are not Level III, with no cancellation
liability.



	v.
	Withhold
[*****] of final equipment payment, until Field Service Engineer is Level III certified. 







10.   OTHER SELLER RESPONSIBILITIES  



	A.
	OSFSE's
will participate and contribute to Buyer factory support teams.



	B.
	OSFSE
will be Performance Base Equipment Training (PBET) certified.



	C.
	OSFSE
will provide training described in 20-254 Training Requirements to support Buyer's maintenance capability.



	D.
	Modifications
and/or procedural changes recommended by Seller will be implemented only as defined by Buyer's Change Control Procedures.



	E.
	Seller
will provide documented and demonstrated Response Flow Checklists (RFCs) for equipment troubleshooting and repair of the common failures from the reliability growth testing.



	F.
	Seller
will provide documented and demonstrated equipment maintenance and repair procedures. These Best Known Method (BKM) or Copy Exactly (CE) established procedures must be designed
or intended to minimize equipment downtime and parts consumption. The Buyer, using Buyer validation approval systems, must approve all Seller BKM or CE procedures.



	G.
	Seller
will adhere to all Buyer safety and ergonomic requirements, identify tool-related safety and ergonomic issues (both actual and potential) and work on solutions to
resolve identified issues.



	H.
	Seller
is responsible for FSE training, tracking and competency in all Buyers safety requirements, as per Section Addendum G FSE Skills and Expectations. This is inclusive of any and
all work performed by the Seller's FSE, at the Buyer's sites.



	I.
	Should
Seller have non-English speaking FSE's on site, Seller will provide adequate bi-lingual support for translation. 












 
 

ADDENDUM B
  
    ALCOHOL/DRUG-FREE WORKPLACE DIRECTIVE    
    



        Intel is committed to fulfilling its legal and ethical responsibility to maintain a safe and efficient working environment on Intel premises. Supplier's drug and
alcohol program shall be at least as stringent as Intel's. This means that at a minimum, Supplier shall ensure that all Contractors assigned to Intel premises shall pass a screen test (urine analysis)
for drugs per the schedule outlined below within seventy-two (72) hours after the Supplier has identified the Contractor to be assigned to Intel.. For purposes of this Addendum B,
the term "Contractor" refers to Supplier's employees or subcontractors providing Services to Buyer under the Agreement. Any Contractor who does not successfully pass the screen test within such
seventy two (72) hour period will be barred access to all Intel facilities. In addition, when Intel has a reasonable suspicion that a Contractor is under the influence of alcohol or drugs in
violation of Intel's standards, Supplier shall, at Intel's request, either perform immediate drug and alcohol testing of any Contractor so assigned, or shall remove the Contractor from the Intel
premises. 


        If
a Contractor tests positive, that Contractor will be denied access to Intel premises and Intel will require return of that Contractor's security badge immediately. In addition, a
corporate-wide "no-access" notation will be placed in the Intel corporate security database and no Application for Waiver will be considered by Intel. 


        Supplier
will be responsible for all testing and for maintaining of records for its Contractors. Supplier will also be responsible for prompt notification and removal of any Contractor
found to be in violation of Buyer's Alcohol and Drug-Free Workplace Directive. This includes retrieving the Contractor's badge (including duplicate picture badges, Fab, AT, or other
specialty access or permit badges and other property movement badges) and other Intel property, and depositing same at the nearest Intel security post. 


        Also,
Intel may, at its option, exercise its right to audit Supplier's personnel records related to compliance with Intel's Drug and Alcohol Directive to ensure that federally certified
laboratories are being used and appropriate procedures are adhered to. 



	Drugs
 
	 	Screening Method Cutoff (Immunoassay)
	 	Confirmation Method Cutoff (GC/MS)

	

Amphetemines	
 	

1000 ng/ml	
 	

500 ng/ml
	

Cannabinoids	
 	

50 ng/ml	
 	

15 ng/ml
	

Cocaine	
 	

300 ng/ml	
 	

150 ng/ml
	

Opiates	
 	

300 ng/ml	
 	

300 ng/ml
	

Phencyclidine	
 	

25 ng/ml	
 	

25 ng/ml







 
 

ADDENDUM C
  
    PROTECTION OF INTEL'S INFORMATION ASSETS    
    


        Seller agrees to safeguard Intel's classified (i.e., Intel Confidential, Intel Secret, Intel Restricted Secret and Intel Top Secret) and proprietary information
set out in the body of the parties' Agreement and relevant Unescorted Access Application forms for badges. Seller also agrees to use and apply Intel's information protection methods stated below in
this Addendum in the performance of Seller's work. Seller agrees that this performance standard applies to all Intel classified and proprietary information,
regardless of the medium (Intel's or Seller's) in or on which it is retained or communicated and to software that is licensed by Intel for its internal use. 


        Seller
is not automatically granted access to Intel classified and proprietary information, networks or software. However, authorization to use or access Intel information, software, or
telecommunications may be granted by the Intel information owner if access is necessary and directly related to Seller's scope of work or duties. Unless specifically authorized, Seller may not use or
access Intel classified or proprietary information that may be happened upon or inadvertently discovered while performing work under this Agreement. Neither may a Seller or Seller's employee control
an Intranet web site at Intel. 


        Seller
shall not modify Intel classified or proprietary information, software, hardware, or telecommunications without the explicit permission of the Intel employee responsible for the
resource, with the exception of contract-related requirements or resources that allow for individual customization (e.g., Microsoft Windows user features). The Seller's employees, agents, or
subcontractors may not disclose Intel classified or proprietary information to their co-workers, except for disclosure to those similarly bound to protect Intel's intellectual property
with a need to know to fulfill this Agreement. 


        This
Addendum outlines the Intel's minimum requirements for protection methods for all Intel classified or proprietary information and software that the Seller's personnel may come in
contact with. Intel recognizes that the correct and proper protection of its information rests with its employees and Sellers who have been authorized access. Failure to comply with these requirements
will provide grounds for immediate termination of this Agreement by Intel. 



        For
further information or questions, contact your Intel management sponsor. 





 
 

ADDENDUM D
  
    EQUIPMENT AND ITEM SPECIFIC TERMS AND CONDITIONS    
    



	Description
 
	 	Model #
	 	Spec #
	 	Volume
	 	Price
	 	Lead-time

	            	 	            	 	 	 	 	 	 	 	 







 
 

ADDENDUM E
  
    TRAINING DOCUMENTATION AND PRICING    
    


	1.
	The
governing specification 20-254 revision xx to be sent by Commodity Manager.



	2.
	TRAINING



	A.
	Buyer's
training and documentation representative may audit each class once per year as described in 20-254 at no cost.



	B.
	Seller
will provide one (1) pilot delivery for each training class described in 20-254 to the Buyer for up to six (6) students at no cost.



	C.
	Seller
will provide a Training Tool during all training sessions that will reside in North America, or Europe, or East Asia.



	D.
	Seller
will deliver On-Buyer site classes to meet factory shift requirements 7 days per week.



	E.
	One
(1) day equals eight (8) hours of instruction time.



	F.
	Seller
is responsible for all travel, lodging expenses, and per diem for Seller's instructor.



	G.
	Course
cancellation policy



	(i)
	Buyer
has the right to cancel any confirmed class up to "5" business days prior to class start date without penalty. If
the Buyer cancels the confirmed class within "5" days prior to class start date, the Buyer will pay actual documented incurred cost.



	(ii)
	Seller
has the right to cancel any confirmed class up to "10" business days prior to class start date without penalty.
If the Seller cancels the confirmed class within "10" business days or misses the confirmed class date, the Seller will deliver the next class at no
cost.






	H.
	Assembly/Test
Course Training Cost



	(i)
	On
Buyer's site cost per class (containing up to six (6) students) equals $500.00 multiplied by the number of
course days.



	(ii)
	On
Seller's site cost per class (containing up to six (6) students) equals $500.00 multiplied by the number of
course days. 















 
 

ADDENDUM F
  
    SPARE PARTS PRICE LIST    
    


	1.
	See
attachment located in Intel contract database 





 
 

ADDENDUM G
  
    SERVICE PRICING AND FSE EXPECTATIONS    
    


1.     SERVICES  



	Service level
 
	 	US
	 	Malaysia
	 	Philippines
	 	Costa Rica
	 	Shanghai

	24x7 w 4hr response	 	 	 	 	 	 	 	 	 	 
	8x5 w 4hr response	 	 	 	 	 	 	 	 	 	 
	Onsite FSE (40 hours/wk)	 	 	 	 	 	 	 	 	 	 
	Hourly Rate FSE	 	 	 	 	 	 	 	 	 	 
	Warranty Extension	 	 	 	 	 	 	 	 	 	 
	(24x7 w 4 hour response and parts repair)	 	 	 	 	 	 	 	 	 	 
	Onsite Applications Engineer (40hrs/wk)	 	 	 	 	 	 	 	 	 	 
	Hourly Rate Applications Engineer	 	 	 	 	 	 	 	 	 	 




 
 

FIELD SERVICE ENGINEER SKILLS AND EXPECTATIONS    
    


(Qualifications for Level III certification include, but are not limited to the skills or activities listed below)


(Skills and expectations are generic and may vary depending upon tool applicability)


	1.
	At
least six months experience working with the model(s) of equipment being supported under this Agreement. If new model of equipment, experience requirement will be 6 months
after tool is released to the field.



	2.
	The
ability to demonstrate proficiency in all of the tasks listed in applicable factory-specific service Scopes of Work and any other factory-specific requirements as agreed to in
writing. 



3.     SAFETY  



	A.
	Apply
appropriate equipment specific safety procedures rigorously.



	B.
	Suggest
and maintain safety improvements.



	C.
	Perform
tasks according to safety system requirements.



	D.
	Identify
and describe hazards and safety procedures for acids, solvents, pressurized and inert gases, cryogenics related to the equipment set.



	E.
	Describe
the mechanical, electrical (EEW), vacuum, pneumatic, hydraulic, and thermal hazards and the associated safety procedures for the equipment set.



	F.
	Apply
ergonomically correct methods for lifting and handling of equipment and equipment components.



	G.
	Recognize
and describe the use of emergency shut off switches, interlocks and valves for the machines in the equipment cluster/set.



	H.
	Describe
the correct hot work safety procedures.



	I.
	Correctly
handle reactive gases, acids, solvents, pressurized and inert gases at point of use, specific to the equipment set.



	J.
	Certified
to perform CPR and First Aid, has received Electrical Safety Training, (if in U.S. must meet OSHA Requirements), has read and understands Intel Electrical Safety Procedures,
understands Control of Hazardous Energies and Lock Out Tag Out (LOTO) procedures. 











4.     OVERALL EQUIPMENT KNOWLEDGE  



	A.
	Display
knowledge of software and controls specific to the process tools in the equipment set.



	B.
	Ensure
machine quality standards are met before returning machine back to production by performing appropriate monitors.



	C.
	Use
simple measurement tools in a documented procedure.



	D.
	Use
basic hand tools properly as defined for the equipment group.



	E.
	Perform
automatic system alignments/adjustments per specifications.



	F.
	Run
standard machine monitors.



	G.
	Operate
optical measurement equipment.



	H.
	Attain
basic theoretical knowledge of the equipment in the set.



	I.
	Demonstrate
knowledge of facilities and sub-systems of the process tools in the equipment set.



	J.
	Understand
the impact of the equipment variables on the process.



	K.
	Assist
with improvements and upgrades.



	L.
	Work
with supplier and facilities to install new equipment. 




5.     PROCESS/ OPERATIONS  



	A.
	Use
station controller appropriately to handle PM's and software.



	B.
	Access
stores ordering system to obtain necessary spares and other parts.



	C.
	Use
data acquisition station controllers. 




6.     MAINTENANCE/ TROUBLESHOOTING  



	A.
	Perform
daily, weekly, monthly, quarterly, semi-annual, and annual PM's as defined for equipment set.



	B.
	Assist
in major PM's.



	C.
	Perform
weekly maintenance based on data.



	D.
	Recognize
and react accordingly to alarms and error codes.



	E.
	Troubleshoot
basic transport problems i.e. shuttle cassette not sitting on elevator properly.



	F.
	Troubleshoot
standard station controller problems (if required).



	G.
	Maintain
equipment as certified from supplier operations, maintenance, and troubleshooting classes.



	H.
	Troubleshoot
using complex Response Flow Checklists (RFC) and schematics. Know how all sub-systems are integrated.



	I.
	Participate
in Response Flow Checklist development.



	J.
	Apply
advanced troubleshooting methods.



	K.
	Participate
as the experts in the implementation of equipment improvements.



	L.
	Demonstrate
proficiency in electrical skills with regard to working within EEW procedures. 











7.     DOCUMENTATION/ SYSTEMS  



	A.
	Write
PM specifications and RFC's.



	B.
	Use
PM checklists correctly and update PM checklist with expert supervision.



	C.
	Enter
necessary equipment data into Buyer's data collection database, correctly, including sub-assembly and repair data.



	D.
	Generate
status reports and interpret data from Buyer's data collection database to solve problems. 




8.     SUPPLIER INTERFACE  



	A.
	Work
with suppliers and facilities to install new equipment.



	B.
	Interact
with suppliers and factory support groups. 










 
 

ADDENDUM H
  
    THIRD PARTY TECHNOLOGY ESCROW    
    


	1.
	Upon
the request of Buyer, Seller will, at its sole cost and expense, deposit copies in electronic format of any and all engineering drawings, proprietary information, technical
documentation, know how, specifications and the like, as may be required by Buyer for the support, operation, maintenance and manufactured of all Equipment and Items by Buyer, or a third party
contractor of Buyer, ("Deposit") with a third party escrow holder ("Escrow Holder") approved in advance by Buyer. As a condition to approval by Buyer, the Escrow Holder must be generally engaged in
the business of acting as an Intellectual property escrow holder and if required by law, licensed to act in such capacity. The escrow agreement for the Deposit shall name Buyer as beneficiary and
shall provide for the release of the Deposit to Buyer upon the occurrence of any of the following release conditions ("Release Conditions"):



	A.
	Any
bankruptcy, reorganization, debt arrangement, or other case or proceeding under any bankruptcy or insolvency law, or any dissolution or liquidation proceeding is commenced by or
against Seller, and if such case or proceeding is not commenced by Seller, it is not dismissed within sixty (60) days from the filing thereof; or



	B.
	Seller
fails to continue to do business in the ordinary course, as such business relates to the goods and services to be provided under this Agreement; or



	C.
	Seller
becomes insolvent or generally fails to pay, or admits in writing its inability to pay, its debts as they become due; or



	D.
	Seller
applies for or consents to the appointment of a trustee, receiver or other custodian for Seller, or makes a general assignment for the benefit of its creditors; or



	E.
	Seller
is unable or unwilling to perform its obligations under the Agreement due to a condition set forth above for a period of sixty (60) days or more; or



	F.
	Seller
breaches any of its service obligations under the Agreement including, but not limited to, maintenance, repair, continuous improvement, upgrades and modifications of Equipment
or Items and does not cure such breach within sixty (60) days after receiving written notice thereof by Buyer.






	2.
	Upon
the release of the Deposit to Buyer, Seller grants to Buyer a non-exclusive, world-wide, irrevocable, fully paid up, royalty-free, perpetual
license under Seller's Intellectual Property (including trade secrets, copyrights and patents, if any) embodied in the Deposit to: (i) use, reproduce, display, perform, make derivative works
of, incorporate in Equipment and Items and distribute internally but solely in conjunction with the maintenance, repair, improvement, upgrade and modification of Equipment and Items by Buyer, or a
third party contractor of Buyer, and (ii) to make, have made, use, sell, offer to sell or import Equipment and Items which employ or incorporate Seller's Intellectual Property for use
internally by Buyer. Buyer shall be required to maintain the confidentiality of the released materials while in its possession. Upon written request of Seller, at such time as Seller shall have
remedied the Release Conditions under which the Deposit was released to Buyer, Buyer shall promptly return the Deposit to the Escrow Holder. At such time, the license granted above shall terminate,
except for any license granted to a third party by Buyer for the unexpired portion of any existing agreement with the third party or any use or right exercised by Buyer during the period that Buyer
was in possession of the Deposit. 





 
 

ADDENDUM I
  
    SPARE PARTS CONSIGNED INVENTORY PROGRAM    
    


1.     SCOPE  



	A.
	Purpose:
The purpose of the Consignment Program is to give each of Buyer's Sites ("Site or Sites") the option to maintain a Consignment Inventory of Spare Parts ("Parts"), both
repairable and non-repairable, in order to improve Parts support and reduce response time for replacement of Parts.



	B.
	Election
to Participate: If a Site elects to participate in the Consignment Program, it shall provide written notice to Seller of the Site's election to participate. Such notice shall
reference the Agreement and this Amendment. 




2.     CONSIGNED INVENTORY  



	A.
	For
purposes of this Addendum, "Consigned Inventory" shall mean inventory owned by Seller and delivered to a Site for Buyer's specific use.



	B.
	The
parties shall agree in writing to the Parts that will be included in the Consigned Inventory and appropriate stocking levels.



	C.
	Title
to all Parts in the Consignment Inventory is and shall remain in Seller until the Parts are issued from the Consignment Inventory to the Buyer. 




3.     METHODOLOGY  



	A.
	CONSIGNED
INVENTORY PREREQUISITE



	(i)
	Consigned
Inventory will be stocked at the Site.



	(ii)
	Buyer
shall provide a perpetual inventory system for record keeping and internal control of the Consigned Inventory, offering a continuous check and control over
inventories as well as immediate data concerning inventory position.



	(iii)
	At
Buyer' discretion, all preventative maintenance (PM) kits/Parts shall be included in Consigned Inventory.



	(iv)
	All
Spare parts in the Consigned Inventory will be set-up with auto-order status.






	B.
	PROCEDURE
FOR ADDING PARTS TO CONSIGNED INVENTORY



	(i)
	In
order to add new Parts to Consigned Inventory and Buyer's inventory system, or to change descriptions and/or Part numbers of Parts in the Consigned Inventory already
existing in Buyer's inventory system, changes must be agreed in writing by the parties.



	(ii)
	Seller
will coordinate with Buyer to create an inventory stores location for newly added Parts with excessive space requirements and for any consigned Parts that
require special handling characteristics, i.e. items to remain in original shipping containers, chemicals, special unit of measure items, etc.



	(iii)
	The
Buyer's stocking and perpetual inventory system will be the definitive system of record.



	(iv)
	Consigned
Inventory will be coded as "consignment" within the Buyer's inventory system. 












	C.
	SHIPMENT
PURCHASE ORDER and INVOICE PROCESS



	(i)
	Seller
will ship Consigned Inventory to the address specified on the Purchase Order in packages clearly marked with Purchase Order number, Purchase Order line item
number and quantity shipped.



	(ii)
	As
Consigned Inventory is consumed by Buyer, a replenishment Purchase Order will be generated. Seller will ship replenishment consigned Parts to Buyer against that
replenishment Purchase Order. Seller will invoice for consumed consigned Parts against the replenishment Purchase Order.



	(iii)
	Seller
will mail invoices for consumed consigned Parts to Buyer's accounts payable.



	(iv)
	Seller
will ship Consigned Inventory replenishment Parts according to Purchase Order specifications. Seller will pay all shipping, freight, customs, and related charges
("shipping charges") associated with delivering the Parts to the Site. Buyer will pay all shipping charges associated with returning the Parts to Seller. Seller will pay all shipping charges
associated with returning any excess Parts that Seller requested or otherwise caused in an excess of target stocking levels.



	(v)
	Door
to Door shipments will be used in the case of machine downs. Seller will notify Buyer with expedited shipping details.



	(vi)
	Incoming
Consigned Inventory shall be received and shelved into inventory by Buyer's stockroom.



	(vii)
	Seller
must be notified immediately when Buyer discovers any material receipt discrepancies on a shipment from Seller.



	(viii)
	Lead-time
and OTD requirements as agreed in the Agreement shall apply in all respects to Part replenishment orders.






	D.
	ISSUE
REPORTS AND TRACKING PROCESS



	(i)
	Buyer
shall issue a Consigned Inventory usage report upon request from Seller but not more than once per week or as agreed in writing by the parties. 









          a)  The
usage report will include Seller Part number, description, date issued, quantity consumed (by part number), quantity on-hand and outstanding Purchase
Orders. 




	E.
	AUDITS
AND CYCLE COUNTS



	(i)
	Buyer
and Seller will jointly conduct an initial audit to verify receipt of the Parts and prepare an accurate list of the Parts which comprise the initial Consignment
Inventory. If the initial audit reveals discrepancies between the inventory received and the target stocking level, such discrepancies will be resolved promptly.



	(ii)
	Seller
has the right to audit Consigned Inventory with thirty (30) days advance notice to Buyer, on a mutually agreed to date, and shall perform a complete audit
at least once per calendar year. Buyer reserves the right to participate in these audits. The financial responsibility resulting in any discrepancies of the Consigned Inventory shall be negotiated in
good faith by the parties. Audit results will be published within 3 business days to the Buyer.






	F.
	PHYSICAL
PROTECTION OF INVENTORY



	(i)
	Buyer
will take reasonable precautions to protect Consigned Inventory. Buyer shall be responsible for loss of and damage to Parts physically located at a Site except for
(1) loss or damages caused by Seller's personnel or representatives or (2) normal deterioration of the Parts or components of such Parts. 












	G.
	RETURNING
CONSIGNED INVENTORY TO SELLER



	(i)
	Unused
Consigned Inventory may be returned to Seller at any time.



	(ii)
	Buyer
will return to Seller any defective Consigned Inventory. Seller will replace defective part at no cost to Buyer.






	H.
	INVENTORY
REVIEW



	(i)
	Buyer
and Seller will review consignment list on an agreed time period or at least yearly to add, delete part items and or increase or decrease inventory levels 







4.     PRICING  



	A.
	Spare
Part pricing shall follow the pricing agreement specified in the Agreement.



	B.
	Buyer
will issue a debit memo for any mutually agreed to Parts where ownership is transferred from Buyer to Seller. 




5.     TERMINATION OF CONSIGNMENT PROGRAM  



	A.
	Buyer
may, upon ninety (90) days written notice terminate all or entire system platform type of the Consignment Program (including eliminating specific Parts from the
consignment inventory) at its sole convenience. Prior to returning Parts relating to the terminated portion of the Consignment Program, the parties will jointly conduct a final audit. Any
discrepancies found during the final audit will be corrected in accordance with the Site's then-current cycle count and stock correction procedures. 












 
 

ADDENDUM J
  
    SUPPLEMENTAL PROVISIONS    
    



        The following sections should be amended as stated below. Except as modified herein, all terms and conditions of the Agreement and associated Addendums will
remain unchanged. 


3.     PRICING  


Delete Section 3B and replace with:

[*****] 



Add the following sentence to 3C:

Audit criteria and content to be mutually agreed upon by both parties. 


4.     INVOICING AND PAYMENT  


Delete Section 4A and replace with:

Payment is made when Buyer's check is received or EDI funds transfer is received. 


Delete first sentence of 4B and replace with:

Original hard-copy invoices shall be mailed, delivered by courier or processed through EDI. 


Delete Section 4D and replace with:

Payment on Equipment shall be as follows: [*****] net [*****] days from ship date; [*****] net [*****]
days from the final acceptance date. If final acceptance of the Equipment is delayed beyond [*****] days from the date of shipment
due to no fault of the Seller, Buyer will pay the balance of [*****] net [*****] days from the date of shipment. 


Delete Section 4E and replace with:

Payment on all Items and Services shall be [*****] net [*****] days after Buyer's receipt of the proper original invoice or Buyer's receipt of Items or
performance of Services, whichever is later. 


5.     TERMINATION FOR CONVENIENCE


Delete Section 5D and replace with:

Seller's claim may include the net cost of Custom Items work in process scheduled to be delivered within thirty (30) days and which must be scrapped due to the cancellation. Seller shall,
wherever possible, place such custom work in process in its inventory and sell it to other customers. 


7.     DELIVERY, RELEASES AND SCHEDULING  


Delete Section 7D and replace with:

Buyer may place any portion of a Release on hold by notice that will take effect immediately upon receipt. Releases placed on hold will be rescheduled or cancelled within thirty (30) days. Any
Release cancelled shall be subject to the terms and conditions of Section 5. 



Delete Section 7E


Delete Section 7F and replace with the following On-Time-Delivery schedule

Seller guarantees parts will be shipped to Buyer's facility within the quoted lead-time after receipt of order. OTD credit is as follows:

When On-Time-Delivery falls below or hits [*****] a [*****] discount will be taken on the following month's purchases.

When On-Time-Delivery falls below or hits [*****] a [*****] discount will be taken on the following month's purchases.

When On-Time-Delivery falls below or hits
[*****] a [*****] discount will be taken on the following month's purchases. 


OTD
is calculated based on individual purchase order line items, not entire purchase orders. Late shipments are determined by Intel's record of receipt. 



Delete Section 7G and replace with:

Seller agrees to reserve production capacity equal to Buyer's delivery Forecasts, as agreed, until the 






contractual
lead-time established in the attached contracted price list or as otherwise agreed in writing by the parties. Sixty (60) days prior to the contractual
lead-time, Seller shall submit written notification of its intent to allocate such capacity to other customers. Such capacity must either be taken or released by Buyer within ten
(10) days of the written notification. 


Delete Section 7H


Delete Section 7K and replace with:

Seller will notify Buyer in writing of the planned obsolescence of any Equipment or Item that affects form, fit or function and will make that Equipment or Item available to the Buyer for a minimum of
[*****] days after the notice, during which time Buyer will have the option to place a final Release for such Equipment and Items for delivery after the
[*****] day notice. If any warranty return claims are made for such discontinued Equipment or Items, then such returns will be subject to the warranty provisions in
Section 8. 


8.     ACCEPTANCE AND WARRANTIES  


Delete the third sentence of Section 8A and replace with:

Seller shall be responsible for source inspections and shall provide Buyer with written verification that Equipment and Items tested have passed source inspection and comply in all respects with the
requirements described in the Purchase Spec. 


Delete the last sentence of Section 8A and replace with:

If any inspection or test is made on Seller's premises, Seller shall provide Buyer with reasonable assistance at no additional charge. 


Delete the last sentence of Section 8Aii


Delete Section 8B and replace with:

Seller warrants to Buyer that all Equipment and Items provided by Seller for delivery hereunder shall conform in all respects to the Purchase Spec; be free from defects in material and workmanship and
be new unless otherwise stated and, of the grade and quality specified. Buyer assumes responsibility for the selection of the items to achieve Buyer's intended results and for the use of the results
obtained from the items. Seller does not warrant that the items will meet customer's requirements or that operation of the items will be uninterrupted or error free when used outside of suppliers
published specs. 


Delete Section 8Bi and replace with:

If an Item delivered hereunder does not comply with any of the above warranties, Buyer shall notify Seller as soon as practicable. As Seller's sole and exclusive liability, and as buyer's sole and
exclusive remedy, for any breach of warranty, Seller shall at it's option repair or replace the defective Item, at its sole cost and expense, or refund the purchase price. Buyer shall be responsible
for and pay the cost of shipping of all Equipment and Items not conforming to the warranties and will bear the risk of loss of such Equipment and Items while in transit. Shipment from Seller's
facility shall be paid by Seller. 


Delete Section 8Bii and replace with:

The warranty period for Equipment and services shall apply for [*****] year from delivery, excluding probe cards. The warranty period for probe cards, including PPD, is
[*****] from delivery. Seller shall perform warranty work during normal business hours, Monday-Friday, 8am-5pm. The foregoing warranty will be void if the items are
not properly installed, serviced, used and maintained or if items have been damaged or modified after delivery. 


To
the extent permitted by the manufacturers of any original equipment manufacturer (OEM) items resold by Seller, Buyer shall be the beneficiary of the manufacturers' warranties, if any, subject to
the limitations stated therein. Copies of such manufacturers' warranties are available to Buyer upon request. Seller makes no warranty with respect to such items. 


The
foregoing warranty and the manufacturers' warranties, if any, are in lieu of all other warranties, expressed, implied or arising under law, including, but not limited to, the implied warranties of
merchantability and fitness for a particular purpose. 








Delete Section 8Bv and replace with:

At Buyer's request Seller will provide a separate quotation explaining the extended warranty options and costs. 


10.   PACKING AND SHIPMENT  


Delete the second sentence in Section 10A and replace with:

If Buyer requests, Seller will package Equipment and Items for clean room delivery, per purchase specification and at an additional agreed upon cost. 



Delete the last sentence in Section 10B and replace with:

Title and risk of loss to Items shall pass to Buyer upon shipment from Seller's dock. 


Delete Section 10C and replace with:

All Items shall be shipped Delivered Duty Unpaid, Buyer's Dock (DDU: Buyer's Dock, Incoterms 2000). Title and risk of loss for all Items other than Equipment shall pass to Buyer upon shipment of Items
from Seller's dock. 


11.   OWNERSHIP AND BAILMENT RESPONSIBILITIES  



Delete Section 11A and replace with:

[*****] 


13.   INTELLECTUAL PROPERTY INDEMNITY  


Delete Section 13A and replace with:

Seller shall indemnify and hold Buyer harmless from any and all costs, expenses (including reasonable attorneys' fees), damages finally awarded by a court of law based on direct infringement of any
patent, copyright, trade secret, trademark, maskwork or other intellectual right arising out of the use by Buyer of Equipment or Items. Provided Buyer shall promptly notify Seller of such claim or
demand and Seller shall have sole responsibility for directing the defense or settlement thereof. Buyer shall have the right to approve any settlement of any claim hereunder. 


Delete Section 13B and replace with:

If an injunction issues as a result of any claim or action, Seller agrees, at its sole cost and expense, to either: (i) procure for Buyer the right to continue using the Equipment or Items,
(ii) replace the Equipment or Items with non-infringing Equipment or Items or (iii) modify the Equipment or Items so they become non-infringing. If, despite
Seller's best efforts, none of the foregoing options are available, Buyer may return the Equipment or Item at Seller's sole cost and expense, and Seller shall refund to Buyer the purchase price of the
Equipment or Items. 


Delete Section 14C (1) and replace with:


	(1)
	providing
such Hazardous Materials to Buyer when used by the buyer for it's intended use and in accordance with the instructions provided 



16.   COMPLIANCE WITH LAWS AND RULES  



Delete the last sentence of 16A and replace with:

Any Copy Exactly exception that changes the form, fit or function of the product must be mutually agreed to and documented in a configuration specification as a site specific option. 


17.   INSURANCE  



Delete Section 17C  


 19.   RETENTION AND AUDITS  


Delete the first sentence of Section 19 and replace with:

Seller will maintain complete and accurate records of the Services performed under this Agreement for a period of three (3) years after the completion of these Services. 






21.   SECURITY  


Delete the last sentence of Section 21 (covered in Addendum B)  


 22.   NEW DEVELOPMENTS  


Delete Section 22 and replace with:

If Intellectual Property rights are not specifically addressed in a separate development contract the following shall apply: 


	A.
	Seller
shall perform any development hereunder exclusively for Buyer and shall assign to Buyer all right, title and interest to those things developed for Buyer ("Deliverables")
including inventions, designs, trademarks, discoveries, formulas, processes, plans, specifications, guidelines, graphics, drawings, films, videotapes, slides, scripts, software programs, software
documentation, training materials, illustrations, ideas, copyrightable works, trade secrets or other ideas and materials made or conceived by Seller, its employees, subcontractors, consultants or
agents, during the term of and arising out of Services performed under this Agreement. Upon Buyer's request, Seller shall execute an Assignment of Copyright to Buyer covering any copyrightable
Deliverable accepted by Buyer hereunder.



	B.
	Seller
shall assist Buyer, at Buyer's expense, in obtaining, registering, perfecting and enforcing all patents, trademarks, mask work rights or copyrights necessary to protect Buyer's
interest in the items assigned to Buyer pursuant to paragraph 22 A above. This includes the disclosure of all pertinent information, the execution of applications, specifications, oaths and
assignments and any other papers by Seller necessary to ensure said protection for Buyer.



	C.
	All
documentation developed by Seller and connected with Seller's Services to Buyer hereunder or associated with Deliverables assigned to Buyer pursuant to paragraph 22 A above,
shall be the exclusive property of Buyer. Upon Buyer's request, Seller shall make all such documentation available to Buyer.



	D.
	Seller
shall provide Buyer with written or oral progress reports on development projects at such times as Buyer may specify. The time required for preparing such reports shall be
reimbursable by Buyer to Seller. 



23.   SOFTWARE AND DOCUMENTATION LICENSE  


Delete Section 23B and replace with:

License Grant: Seller grants to Buyer a non-transferable, non-exclusive, license to make use of any Software delivered to Buyer. Buyer may make a reasonable number of archived
copies of Software for back-up purposes. Buyer may copy the Documentation or portions thereof, for internal use purposes. Buyer may not reverse engineer the Software. 


Add the following to the end of Section 23C:

Notwithstanding the foregoing, Software shall not include any stand alone, commercially available third party software that Seller includes with an Item and which is necessary for its operation. 


25.   ASSIGNMENT  



Delete Section 25 and replace with the following:

Neither rights nor obligations under this Agreement may be assigned, factored or subcontracted in any manner by Seller without Buyer's prior written consent. Buyer/Seller may cancel this Agreement for
cause should Seller/Buyer attempt to make an unauthorized assignment of any right or obligation arising hereunder. 



28.   SPECIFIC PERFORMANCE  


Delete Section 28  






 33.   DISPUTE RESOLUTION  


Delete Section B and replace with:

Seller's remedy for any infringement of Seller's patents arising from products or services (hereafter "infringing products") used by Buyer in the manufacture, testing or assembling of Buyer's products
shall be an injunction and/or compensatory damages, which Seller will seek solely from the manufacturer(s) and/or distributor(s) of such infringing products. 


34.   SURVIVAL  


Delete 3, 25, 28



35.   ORDER OF PRECEDENCE  


Delete A, B & C and replace with:


	A.
	Any
supplemental terms or instructions on the face of a Release accepted by Seller



	B.
	The
Addenda and Amendments to this Agreement



	C.
	The
Terms and Conditions of this Agreement



	D.
	Purchase
Spec 



ADDENDUM A—ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL EQUIPMENT MODELS, SPARE PARTS AND SERVICES  


Delete Section 1

Delete Section 2  


Delete Section 3Ai and replace with:

Seller shall not make changes to the form, fit or function of Items without prior written approval from Buyer. 



Delete Section 3Aii  


Delete Section 3Aiii  


Delete Section 4  


Add after the first sentence in Section 5A:

Exceptions to guidelines will be documented and available upon request 


Add at the end of Section 5B:

Buyer is responsible for providing Seller with contact information such as name, address, phone number, fax number, and email address upon request. 


Delete Section 6  



Delete Section 7  


Add Section 8 as follows:

Pricing discounts are as follows, excluding PPD to be negotiated as an Addendum. Discounts are cumulative over the life of the contract and are inclusive of all Intel sites: 



[*****] =
[*****] discount

[*****] =[*****] discount

[*****]= [*****] discount 




ADDENDUM A PART II—SPARE PARTS  



Delete Addendum A Part II and replace with:


	A.
	Seller
will notify Site Buyers in writing of the planned obsolescence of any part number or part revision and will make that part available to the Buyer for a minimum of
180 days after that notice. Buyer may return any standard parts up to 30 days after receipt for a full refund or credit of the original purchase value against any outstanding or future
Seller invoices. A maximum of a [*****] restocking fee may be required. 





	B.
	Pricing
discounts are as follows, excluding PPD to be negotiated as an Addendum. Discounts are cumulative over the life of the contract and are inclusive of all Intel sites. 



[*****] =
[*****] discount

[*****] = [*****] discount

[*****]= [*****] discount 



	C.
	Seller
guarantees spare parts will be shipped to Buyer's facility within the quoted lead-time after receipt of order. Spare parts OTD credit is as follows: 



        When
On-Time-Delivery falls below or hits [*****] a [*****] discount will be taken on the following month's
purchases. 


        When
On-Time-Delivery falls below or hits [*****] a [******] discount will be taken on the following month's
purchases. 


        When
On-Time-Delivery falls below or hits [*****] a [*****] discount will be taken on the following month's
purchases. 



On-Time-Delivery
is calculated based on individual purchase order line items, not entire purchase orders. Late shipments are determined by Intel's record of receipt. 


ADDENDUM A PART III—SERVICES  


Delete Part III 2 B  


Delete Part III 3  


Delete Part III 4  


Delete Part III Section 5  



Delete Part III Section 6A and replace with:

If equipment does not meet performance requirements and specifications as detailed in the Purchase Specification, Seller shall provide service engineer on Buyer's site. Should problems persist,
additional field service engineers will be dedicated to provide [*****] on-site coverage at no additional cost until Equipment consistently meets Purchase
Specifications. 


Delete Part III Section 6B  


Delete Part III Section 6C  



Delete Part III Section 7A, C, D & E  


Add the following to the end of Section 7B:

This process is only applicable to Cascade Microtech's Pyramid Probe Division (PPD). 


Delete Part III Section 8  


Delete Part III Section 9  


Delete Part III Section 10 except for G & H as seen below:


	H.
	Seller
is responsible for FSE training, tracking and competency in all Buyers safety requirements. 



ADDENDUM B—ALCOHOL/DRUG-FREE WORKPLACE DIRECTIVE  


Delete Addendum B and replace with:

Seller acknowledges and agrees, that all employees of Seller performing work at Intel facilities shall be subject to a criminal history investigation by Intel at Intel's expense. At the Intel's
discretion, such Supplier's employees, may be denied access to Intel's facilities if any criminal convictions involving drugs, assaultive, or combative behavior, or theft, are discovered in the last
five (5) to ten (10) year period. Intel retains sole discretion to establish the standard criteria under which it grants access to Intel facilities to its suppliers, including, without
limitation, requiring drug testing prior to granting unescorted access to Supplier's personnel. Additionally, when Intel has reasonable suspicion to believe that any employee, agent, or subcontractor
of Supplier is under the influence of drugs or alcohol, or has violated laws or Intel's rules, Intel reserves the right to remove such personnel from Intel's facilities. If Intel denies specific
Supplier personnel access to, or removes such personnel from, Intel's 







facilities
for criminal conviction(s) or violation of laws or Intel's rules, that shall not affect or modify Supplier's obligation(s) to provide Services as specified pursuant to this Agreement,
including without limitation, any agreed upon schedules. All such investigations and testing, whether conducted by Seller or Intel, shall comply with applicable law. 


ADDENDUM C—PROTECTION OF INTEL'S INFORMATION ASSETS  



Add the following to Addendum C:

To the extent that confidential information is involved, it is agreed that each party shall clearly identify such information. In the case of information transmitted in writing, such identification
will be made by marking such information clearly as confidential information; and in the case of information transmitted orally, each party shall identify such information as proprietary during the
course of the conversation. Information disclosed orally or by inspection must be confirmed in writing by the disclosing party within 30 days after such disclosure to be considered confidential
under this agreement. In the course of such work, each party acknowledges that either party may observe or come in contact with plans, processes, products, computer programs and documentation, or
other business or technical information which is proprietary to Intel and Cascade Microtech, Inc. As to all such information, each party agrees it will directly or indirectly divulge to only
authorized persons within Intel, Cascade Microtech and Cascade Microtech's agents only. The information shall be used only for purposes of evaluation. 



ADDENDUM D—EQUIPMENT AND ITEM SPECIFIC TERMS AND CONDITIONS  


Delete Addendum D  


ADDENDUM E—TRAINING DOCUMENTATION AND PRICING  


Delete Addendum E  


ADDENDUM G—SERVICE PRICING AND FSE EXPECTATIONS  


Delete Section 1 table and replace with:

After warranty term: Hourly rate = [*****]/hour [*****].

Response time will be per the corporate contract. If problem is not resolved after initial 2 hour phone call, an FSE will be on-site in 8 working hours during warranty period
(Oregon specific 8 hour on-site response time). After warranty period, response time will not exceed 7 business days. 


Delete Section 3J  


Delete Section 7C  



Delete Section 7D  


ADDENDUM H—THIRD PARTY TECHNOLOGY ESCROW  


Delete Addendum H  


ADDENDUM I—SPARE PARTS CONSIGNED INVENTORY PROGRAM  


Delete Addendum I  


*****CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH
RESPECT TO THE OMITTED PORTIONS.  









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EXHIBIT 10.11


INTEL CORPORATION PURCHASE AGREEMENT— CAPITAL EQUIPMENT, GOODS AND SERVICES

GENERAL TERMS AND CONDITIONS OF PURCHASE AGREEMENT—CAPITAL EQUIPMENT GOODS AND SERVICES



ADDENDUM A ADDITIONAL TERMS AND CONDITIONS APPLICABLE TO ALL EQUIPMENT MODELS, SPARE PARTS AND SERVICES

PART I. EQUIPMENT

PART II. SPARE PARTS

PART III. SERVICES



ADDENDUM B ALCOHOL/DRUG-FREE WORKPLACE DIRECTIVE

ADDENDUM C PROTECTION OF INTEL 'S INFORMATION ASSETS

ADDENDUM D EQUIPMENT AND ITEM SPECIFIC TERMS AND CONDITIONS

ADDENDUM E TRAINING DOCUMENTATION AND PRICING

ADDENDUM F SPARE PARTS PRICE LIST

ADDENDUM G SERVICE PRICING AND FSE EXPECTATIONS

FIELD SERVICE ENGINEER SKILLS AND EXPECTATIONS

ADDENDUM H THIRD PARTY TECHNOLOGY ESCROW

ADDENDUM I SPARE PARTS CONSIGNED INVENTORY PROGRAM


ADDENDUM J SUPPLEMENTAL PROVISIONS