Exhibit 10.1
 MASTER SERVICES AGREEMENT
 Between
 IXIA
 And
 PLEXUS




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TABLE OF CONTENTS
 Page1. Definitions
    
    
    12. Product Development and Manufacturing Services
    
    
    42.1 Overview
    
    
    42.2 Subcontractors
    
    
    42.3 Sample Forms
    
    
    53. Materials
    
    
    53.1 Components
    
    
    53.2 Prudent Procurement Practices
    
    
    53.3 Consigned Items
    
    
    63.4 Special Inventory
    
    
    64. Forecasting, Ordering, and Manufacture of Products
    
    
    64.1 Product Forecast
    
    
    64.2 Lead Time
    
    
    64.3 Requirements
    
    
    74.4 Change Orders
    
    
    74.5 Engineering Changes
    
    
    84.6 Electronic Industry Code of Conduct
    
    
    94.7 Security
    
    
    95. Shipment of Products
    
    
    95.1 Shipments and Delivery
    
    
    95.2 Performance Incentive
    
    
    95.3 Packaging Instructions
    
    
    95.4 Freight Terms; Title and Risk of Loss
    
    
    105.5 Importer of Record
    
    
    105.6 Damage to Units/Replacement of Damaged Units
    
    
    106. Testing and Inspections
    
    
    106.1 Facility Inspection
    
    
    106.2 Testing
    
    
    106.3 Final Inspection
    
    
    106.4 Final Acceptance
    
    
    117. Pricing
    
    
    117.1 Prices
    
    
    117.2 Quarterly Price Reviews
    
    
    117.3 Best Price
    
    
    127.4 Rebates
    
    
    127.5 Performance Suspension
    
    
    128. Payment Terms and Procedures
    
    
    128.1 Invoices
    
    
    12
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Page9. Warranties
    
    
    139.1 Product and Service Warranties
    
    
    139.2 Additional Warranties
    
    
    1410. Product Return Processes
    
    
    1410.1 Return Materials Authorization
    
    
    1410.2 Return Charges
    
    
    1410.3 Committed Repair Time
    
    
    1510.4 Duty To Remove Company Marks or Destroy Returned Products
    
    
    1511. Epidemic Failures and Product Recalls
    
    
    1511.1 Definitions of Epidemic Failures and Product Recall
    
    
    1511.2 Epidemic Failure Remedies
    
    
    1511.3 Termination with Respect to Affected Products
    
    
    1611.4 Epedemic Failure and Produt Recall Costs
    
    
    1612. Quality, Performance and Goals
    
    
    1612.1 Quality Performance
    
    
    1612.2 Performance Goals
    
    
    1612.3 Quality Review and Continuous Improvement Meetings
    
    
    1712.4 Corrective Action
    
    
    1713. Discontinuance and Manufacturing Rights
    
    
    1714. Audits
    
    
    1714.1 Financial Condition
    
    
    1714.2 Procedural Audit
    
    
    1714.3 Qualified Manufacturing Site
    
    
    1714.4 Company Financial Condition
    
    
    1715. Disaster Recovery Plan; Loss Control
    
    
    1816. Insurance
    
    
    1817. Intellectual Property Ownership and Licenses
    
    
    1817.1 License
    
    
    1817.2 Rights
    
    
    1817.3 Prior Technologies
    
    
    1917.4 Cooperation to Secure Rights
    
    
    1917.5 Records
    
    
    1917.6 Trademarks
    
    
    2018. Confidential Information
    
    
    2118.1 Obligations
    
    
    2118.2 Disclosure by Law
    
    
    2218.3 Third-Party Information
    
    
    2218.4 Injunctive Relief
    
    
    2219. Indemnification
    
    
    2219.1 Providerss Indemnity
    
    
    22
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Page19.2 Companys Indemnification
    
    
    2319.3 Indemnification Related to Customs Declaration
    
    
    2319.4 Defense and Resolution of Clain
    
    
    2319.5 Third-Party Liens
    
    
    2320. Term
    
    
    2420.1 Term
    
    
    2420.2 Termination for Convenience
    
    
    2420.3 Termination for Cause
    
    
    2420.4 Remedies upon Termination for Cause
    
    
    2420.5 No Liability if a Provider Defaults
    
    
    2520.6 No Actual Default
    
    
    2520.7 Obligations of Provider Upon Termination
    
    
    2521. Notices
    
    
    2621.1 General Notice Requirements
    
    
    2622. Exclusion of Damages
    
    
    2723. Certifications and Compliance
    
    
    2724. Government Matters
    
    
    2724.1 Applicable Laws
    
    
    2724.2 Ethics and Conflict of Interest
    
    
    2824.3 Use of Small Enterprises
    
    
    2825. Miscellaneous
    
    
    2825.1 Standards and Codes
    
    
    2825.2 Taxes and Duties
    
    
    2825.3 Modifications
    
    
    2825.4 No Exclusivity
    
    
    2825.5 Assignment
    
    
    2925.6 Governing Law
    
    
    2925.7 Venue, Jurisdiction
    
    
    2925.8 Publicity
    
    
    2925.9 Waiver
    
    
    2925.10 Severability
    
    
    2925.11 Survival
    
    
    3025.12 Entire Agreement
    
    
    3025.13 Gratuities
    
    
    3025.14 Third-Party Beneficiaries
    
    
    3025.15 Remedies Cumulative
    
    
    3025.16 Headings
    
    
    3025.17 Counterparts
    
    
    3025.18 Construction
    
    
    3025.19 Precedence
    
    
    3125.20 Other Interpretive Provisions
    
    
    3125.21 Force Majeure
    
    
    31
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EXHIBIT A  INSURANCE REQUIREMENTS
EXHIBIT B  SUPPLIER CORRECTIVE ACTION REQUEST
EXHIBIT C  METRICS AND REPORTING
EXHIBIT D  ELECTRONIC INDUSTRY CODE OF CONDUCT
EXHIBIT E  IXIA NOMENCLATURE
EXHIBIT F  SAMPLE BILL OF MATERIAL
EXHIBIT G  COST BREAKDOWN SPREADSHEET
EXHIBIT H  SAMPLE FORECAST SPREADSHEET
EXHIBIT I    INVENTORY DEPOSIT AGREEMENT
 iv




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RECITALS
     1. Definitions
      1




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2




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3




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2. Product Development and Manufacturing Services
 Overview.
 Manufacturing Services
 Product Development and Other Services
 Subcontractors
 4




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Sample Forms
 3. Materials
 Components
 Prudent Procurement Practices.
        5




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Consigned Items.
 Special Inventory.
 4 Forecasting, Ordering, and Manufacture of Products
 Product Forecast.
 Lead Time.
 Purchase Orders
 6




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Purchase Order Process
 Requirements
 Change Orders.
 No. of daysBefore ShipmentDate on Purchase
    
    Quantity
    
    
    Reschedule
    
    
    RescheduleOrders
    
    Increases
    
    
    Quantity
    
    
    Period0-30
    
    
    0
    %
    
    
    30
    %
    
    30 days31-60
    
    
    50
    %
    
    
    50
    %
    
    60 days61-90
    
    
    75
    %
    
    
    75
    %
    
    90 days
  7




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Engineering Changes
 Change Requests
 Evaluation of Engineering Changes
 Engineering Change Order
 Treatment of Obsolete/End of Life Material
 
    
    As soon as is commercially practical reduce or cancel Component and material
orders to the extent contractually permitted.
    
    Return all Components and materials to the extent contractually permitted.
    
    Make all commercially reasonable efforts to sell Components and materials to
third parties.
    
    Assist Company to determine whether current work in progress should be
completed, scrapped or shipped as is.
 
 8




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Electronic Industry Code of Conduct.
 Security
 5. Shipment of Products
 Shipments and Delivery.
 Performance Incentive.
 Packaging Instructions.
 9




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Freight Terms; Title and Risk of Loss.
 Importer of Record
 Damage to Units/Replacement of Damaged Units.
 6. Testing and Inspections
 Facility Inspection
 Testing
 Final Inspection
 10




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Final Acceptance
 7. Pricing
 Prices.
 Quarterly Price Reviews.
 11




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Best Price.
 Rebates.
 Performance Suspension.
 8 Payment Terms and Procedures
 Invoices.
 
      12




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9. Warranties
 Product and Service Warranties.
 13




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Additional Warranties
 10. Product Return Processes
 Return Materials Authorization.
 Return Charges.
 14




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Committed Repair Time.
  Duty To Remove Company Marks or Destroy Returned Products.
 11. Epidemic Failures and Product Recalls
 Definitions of Epidemic Failures and Product Recall.
 Epidemic Failure Remedies.
 Provider Analysis
 15




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Product Recall or Retrofit or Other Remedies
 Product Recall.
 Termination with Respect to Affected Products.
 Epidemic Failure and Product Recall Costs.
 Provider Liability.
 Exclusions from Provider Liability
 12. Quality, Performance and Goals
 Quality Performance.
 Performance Goals.
 16




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Quality Review and Continuous Improvement Meetings.
 Corrective Action.
 13. Discontinuance and Manufacturing Rights
  14. Audits
 Financial Condition.
 Procedural Audit.
 Qualified Manufacturing Site.
 Company Financial Condition
 17




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15. Disaster Recovery Plan; Loss Control
  16. Insurance
  17. Intellectual Property Ownership and Licenses
 License
 Rights.
 18




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droit moral
 Prior Technologies.
 Cooperation to Secure Rights.
 Records.
 19




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Trademarks.
       20




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18. Confidential Information
 Obligations
 21




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Disclosure by Law
 Third-Party Information
 Injunctive Relief
 19. Indemnification
 Providers Indemnity. Company
 22




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Companys Indemnification.
 Indemnification related to Customs Declarations
 Defense and Resolution of Claim.
 Third-Party Liens.
 23




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20. Term
 Term.
 Termination for Convenience.
 Termination for Cause.
 Remedies upon Termination for Cause.
 24




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No Liability if a Provider Defaults.
 No Actual Default.
 Obligations of Provider Upon Termination.
        25




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21. Notices
 General Notice Requirements.
   
  
  
 26




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22. Exclusion of Damages
  23. Certifications and Compliance
   24. Government Matters
 Applicable Laws.
 27




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Ethics and Conflict of Interest.
   Use of Small Enterprises.
 25. Miscellaneous
 Standards and Codes. References in this Agreement to standards or codes in
 Taxes and Duties.
 Modifications.
 No Exclusivity.
 28




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Assignment.
 Governing Law.
 Venue, Jurisdiction.
 Publicity.
 Waiver.
 Severability.
 29




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Survival.
 Entire Agreement.
 Gratuities.
 Third-Party Beneficiaries.
 Remedies Cumulative.
 Headings.
 Counterparts.
 Construction.
 30




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Precedence.
 Other Interpretive Provisions.
 Force Majeure. .
 31




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Provider
    
    
    
    CompanyBy:
    
    /s/  Todd Kelsey
    
    
    
    By:
    
    /s/  Thomas B. MillerName:
    
    Todd Kelsey
    
    
    
    Name:
    
    Thomas B. MillerTitle:
    
    Sr. Vice President  Global Customer Services
    
    
    
    Title:
    
    CFODate:
    
    January 29, 2009
    
    
    
    Date:
    
    January 26, 2009
 32




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EXHIBIT A
INSURANCE REQUIREMENTS
  Workers Compensation Insurance
 Employers Liability Insurance
 (c)
    
    General Liability Insurance. Comprehensive or Commercial General
Liability Insurance (including but not limited to premises and operations, products and
completed operations, contractual liability and personal injury liability (with a
minimum limit of $2,000,000 combined single limit per occurrence and $10,000,000 in the
aggregate. This policy obtained by Provider will include a waiver of subrogation in
favor of the Company and its officers, directors, employees and subsidiaries.(d)
    
    Professional Liability Insurance. Professional Liability Insurance
covering liability imposed by law of contract arising out of an error, omission or
negligent act in performance, or lack thereof, of professional services, with a limit
of not less than $10,000,000 per claim and in the aggregate.(e)
    
    Property. Business Interruption and extra expense coverage with a
minimum limit of $15,000,000. Property Insurance on a replacement cost basis including
coverage for property of others in Providers care, custody, and control and Company
shall be named as a loss payee under Providers applicable insurance policy.
   33




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34




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EXHIBIT B
Supplier Corrective Action Request
 
 
 35




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EXHIBIT C
Metrics and Reporting
  Quarterly Cost Reduction Report
   TestExtended
    
    Material
    
    Assembly
    
    Test
    
    Labor
    
    
    
    
    
    
    
    
    
    Freight &Part Number
    
    Qty Per
    
    Material
    
    Material
    
    Overhead
    
    Labor
    
    Labor
    
    Overhead
    
    SGA
    
    Profit
    
    Duties
    
    Total860-XXXX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    4
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
  TestExtended
    
    Material
    
    Assembly
    
    Test
    
    Labor
    
    
    
    
    
    
    
    
    
    Freight &Part Number
    
    Qty Per
    
    Material
    
    Material
    
    Overhead
    
    Labor
    
    Labor
    
    Overhead
    
    SGA
    
    Profit
    
    Duties
    
    Total860-XXXX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    4
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 36




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On-time Delivery Report
  WIP Status Report
  Quality Performance
  
 Payment Performance
  Material Exposure Report
  Engineering Change Order Impact Report
  37




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Product Lead-time Report
  Waterfall Chart
  Supply Chain Quarterly Report
  Meetings
 
    
    Quarterly Business Review
 o
    
    Monthly Business Review itemso
    
    Price Reviewo
    
    Quality reportingo
    
    Provide A/R Aging including unapplied debit memoso
    
    Material Exposure itemso
    
    Quarterly Price Review (~5th of month)
 
    
    Quarterly Cost Reduction Meeting
    
    Monthly Business Review (~15th of month)
 o
    
    Forecast/POo
    
    Exceptionso
    
    OTD, Recovery Plan, Paretoo
    
    Matl Exposure Reporto
    
    Leadtime (Product)o
    
    Quality Reportso
    
    ECO
 
    
    Quality Metrics Review  Monthly
    
    Defect Reduction Team Meeting  Bi-weekly
 38




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EXHIBIT D
Electronic Industry Code of Conduct
 Version 2.0.1 October 2007
 ELECTRONIC INDUSTRY CODE OF CONDUCT
     1
   
 1
    
    The Code is not intended to create new and additional third party rights, including for employees 39




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1.
    
    Freely Chosen EmploymentForced, bonded or indentured labor or involuntary prison labor is not to be used. All work
will be voluntary, and workers should be free to leave upon reasonable notice. Workers shall
not be required to hand over government-issued identification, passports or work permits as
a condition of employment.2.
    
    Child Labor AvoidanceChild labor is not to be used in any stage of manufacturing. The term child refers to any
person employed under the age of 15 (or 14 where the law of the country permits), or under
the age for completing compulsory education, or under the minimum age for employment in the
country, whichever is greatest. The use of legitimate workplace apprenticeship programs,
which comply with all laws and regulations, is supported. Workers under the age of 18 should
not perform hazardous work and may be restricted from night work with consideration given to
educational needs.3.
    
    Working HoursStudies of business practices clearly link worker strain to reduced productivity, increased
turnover and increased injury and illness. Workweeks are not to exceed the maximum set by
local law. Further, a workweek should not be more than 60 hours per week, including
overtime, except in emergency or unusual situations. Workers shall be allowed at least one
day off per seven-day week.4.
    
    Wages and BenefitsCompensation paid to workers shall comply with all applicable wage laws, including those
relating to minimum wages, overtime hours and legally mandated benefits. In compliance with
local laws, workers shall be compensated for overtime at pay rates greater than regular
hourly rates. Deductions from wages as a disciplinary measure shall not be permitted.The basis on which workers are being paid is to be provided in a timely manner via pay stub
or similar documentation.5.
    
    Humane TreatmentThere is to be no harsh and inhumane treatment, including any sexual harassment, sexual
abuse, corporal punishment, mental or physical coercion or verbal abuse of workers: nor is
there to be the threat of any such treatment.
 40




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6.
    
    Non-DiscriminationParticipants should be committed to a workforce free of harassment and unlawful
discrimination. Companies shall not engage in discrimination based on race, color, age,
gender, sexual orientation, ethnicity, disability, pregnancy, religion, political
affiliation, union membership or marital status in hiring and employment practices such as
promotions, rewards, and access to training. In addition, workers or potential workers
should not be subjected to medical tests that could be used in a discriminatory way.7.
    
    Freedom of AssociationParticipants are to respect the rights of workers as established by local law to associate
freely on a voluntary basis, seek representation, join or be represented by Works Councils,
and join or not join labor unions and bargain collectively as they choose. As provided by
law, employees who become worker representatives shall not be the subject of discrimination
and shall have access to management and coworkers in order to carry out their representative
functions. Workers shall be able to communicate openly with management regarding working
conditions without fear of reprisal, intimidation or harassment. In saying that worker
rights are to be respected as established or provided by local law, what HP means is that in
countries that have legal systems that support those rights, they are to be understood in
the context of the definitions, conditions and procedures that local law provides. However,
basic worker rights to open communication, direct engagement and humane and equitable
treatment must be respected even in countries where they are not given meaningful legal
protection. Where worker representation and collective bargaining are restricted by law,
participants are to facilitate open communication and direct engagement between workers and
management as alternative ways of ensuring that workers rights, needs and views are
considered and acted upon appropriately and in good faith. Open communication and direct
engagement between workers and management are the most effective ways to resolve workplace
and compensation issues.
     1.
    
    Occupational SafetyWorker exposure to potential safety hazards (e.g., electrical and other energy sources,
fire, vehicles, and fall hazards) are to be controlled through proper design, engineering
and administrative controls, preventative maintenance and safe work procedures (including
lockout/tagout). Where hazards cannot be adequately controlled by these means, workers are
to be provided with appropriate personal protective equipment. Workers shall not be
disciplined for raising safety concerns.
 41




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2.
    
    Emergency PreparednessEmergency situations and events are to be identified and assessed, and their impact
minimized by implementing emergency plans and response procedures, including: emergency
reporting, employee notification and evacuation procedures, worker training and drills,
appropriate fire detection and suppression equipment, adequate exit facilities and recovery
plans.3.
    
    Occupational Injury and IllnessProcedures and systems are to be in place to manage, track and report occupational injury
and illness, including provisions to: a) encourage worker reporting; b) classify and record
injury and illness cases; c) provide necessary medical treatment; d) investigate cases and
implement corrective actions to eliminate their causes; and d) facilitate return of workers
to work.4.
    
    Industrial HygieneWorker exposure to chemical, biological and physical agents is to be identified, evaluated,
and controlled. When hazards cannot be adequately controlled by engineering and
administrative means, workers are to be provided with appropriate personal protective
equipment.5.
    
    Physically Demanding WorkWorker exposure to physically demanding tasks, including manual material handling and heavy
lifting, prolonged standing and highly repetitive or forceful assembly tasks is to be
identified, evaluated and controlled.6.
    
    Machine SafeguardingPhysical guards, interlocks and barriers are to be provided and properly maintained for
machinery used by workers.7.
    
    Dormitory and CanteenWorkers are to be provided with clean toilet facilities, access to potable water and
sanitary food preparation and storage facilities. Worker dormitories provided by the
Participant or a labor agent are to be clean, safe, and provide emergency egress, adequate
heat and ventilation and reasonable personal space.
     1.
    
    Environmental Permits and Reporting
 42




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All required environmental permits (e.g. discharge monitoring) and registrations are to be
obtained, maintained and kept current and their operational and reporting requirements are
to be followed.2.
    
    Pollution Prevention and Resource ReductionWaste of all types, including water and energy, are to be reduced or eliminated at the
source or by practices such as modifying production, maintenance and facility processes,
materials substitution, conservation, recycling and re-using materials.3.
    
    Hazardous SubstancesChemical and other materials posing a hazard if released to the environment are to be
identified and managed to ensure their safe handling, movement, storage, recycling or reuse
and disposal.4.
    
    Wastewater and Solid WasteWastewater and solid waste generated from operations, industrial processes and sanitation
facilities are to be monitored, controlled and treated as required prior to discharge or
disposal.5.
    
    Air EmissionsAir emissions of volatile organic chemicals, aerosols, corrosives, particulates, ozone
depleting chemicals and combustion by-products generated from operations are to be
characterized, monitored, controlled and treated as required prior to discharge.6.
    
    Product Content RestrictionsParticipants are to adhere to all applicable laws and regulations regarding prohibition or
restriction of specific substances including labeling laws and regulations for recycling and
disposal. Participants are also to adhere to processes to comply with each agreed-upon
customer-specific restricted and hazardous materials list.
    1.
    
    Company CommitmentCorporate social and environmental responsibility statements affirming Participants
commitment to compliance and continual improvement.2.
    
    Management Accountability and ResponsibilityClearly identified company representative[s] responsible for ensuring implementation and
periodic review of the status of the management systems.
 43




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3.
    
    Legal and Customer RequirementsIdentification, monitoring and understanding of applicable laws, regulations and customer
requirements.4.
    
    Risk Assessment and Risk ManagementProcess to identify the environmental, health and safety2 and labor practice risks
associated with Participants operations. Determination of the relative significance for
each risk and implementation of appropriate procedural and physical controls to ensure
regulatory compliance to control the identified risks.5.
    
    Performance Objectives with Implementation Plan and MeasuresWritten standards, performance objectives, targets and implementation plans including a
periodic assessment of Participants performance against those objectives.6.
    
    TrainingPrograms for training managers and workers to implement Participants policies, procedures
and improvement objectives.7.
    
    CommunicationProcess for communicating clear and accurate information about Participants performance,
practices and expectations to workers, suppliers and customers.8.
    
    Worker Feedback and ParticipationOngoing processes to assess employees understanding of and obtain feedback on practices and
conditions covered by this Code and to foster continuous improvement.
 
 2
    
    Areas to be included in a risk assessment for health and safety are warehouse and storage
facilities, plant/facilities support equipment, laboratories and test areas, sanitation facilities
(bathrooms), kitchen/cafeteria and worker housing /dormitories. 44




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9.
    
    Audits and AssessmentsPeriodic self-evaluations to ensure conformity to legal and regulatory requirements, the
content of the Code and customer contractual requirements related to social and
environmental responsibility.10.
    
    Corrective Action ProcessProcess for timely correction of deficiencies identified by internal or external
assessments, inspections, investigations and reviews.11.
    
    Documentation and RecordsCreation of documents and records to ensure regulatory compliance and conformity to company
requirements along with appropriate confidentiality to protect privacy.
   1.
    
    Business IntegrityThe highest standards of integrity are to be expected in all business interactions.
Any and all forms of corruption, extortion and embezzlement are strictly prohibited
resulting in immediate termination and legal actions.2.
    
    No Improper AdvantageBribes or other means of obtaining undue or improper advantage are not to be offered or
accepted.3.
    
    Disclosure of InformationInformation regarding business activities, structure, financial situation and performance is
to be disclosed in accordance with applicable regulations and prevailing industry practices.4.
    
    Intellectual PropertyIntellectual property rights are to be respected; transfer of technology and know how is to
be done in a manner that protects intellectual property rights.5.
    
    Fair Business, Advertising and CompetitionStandards of fair business, advertising and competition are to be upheld. Means to safeguard
customer information should be available.6.
    
    Protection of IdentityPrograms that ensure the protection of supplier and employee whistleblower confidentiality
are to be maintained.7.
    
    Community EngagementCommunity engagement is encouraged to help foster social and economic development.
 45




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##### 



www.ilo.org/public/english/protection/safework/cops/english/download/e000013.pdf
 www.nfpa.org/catalog/home/AboutNFPA/index.asp
 www.ilo.org/public/english/standards/norm/whatare/fundam/index.htm
 www.oecd.org
 www.unodc.org/unodc/en/crime_convention_corruption.html
 www.unglobalcompact.org
 www.un.org/Overview/rights.html
 www.iso.org
 www.cepaa.org/
 www.sa-intl.org
 www.ethicaltrade.org/
 www.bsi-global.com/index.xalter
 www.quality.co.uk/emas.htm
 46




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##### 



EXHIBIT E
IXIA Nomenclature




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##### 



EXHIBIT F
Sample Bill of Material




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##### 



EXHIBIT G
Cost Breakdown Spreadsheet
  TestExtended
    
    
    Material
    
    
    Assembly
    
    
    Test
    
    
    Labor
    
    
    
    
    
    
    
    
    
    
    Freight &Part Number
    
    Qty Per
    
    
    Material
    
    
    Material
    
    
    Overhead
    
    
    Labor
    
    
    Labor
    
    
    Overhead
    
    
    SGA
    
    
    Profit
    
    
    Duties
    
    
    Total860-XXXX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    1
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    850-XXXX-XX-XX
    
    
    4
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    Total
    
    
    
    
    
    
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
    
    
    $
    
 49




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##### 



EXHIBIT H
Sample Forecast Spreadsheet




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##### 



INVENTORY DEPOSIT AGREEMENT
 1)
    
    Provider and Company will agree on the Excess inventory dollars to be claimed.2)
    
    The following terms will apply for the disposition of Excess Inventory through an inventory
deposit.
 a.
    
    Provider has full rights to offset the deposit against the agreed Excess
inventory, if the inventory is not otherwise paid for by Company.b.
    
    A mutually agreed upon reconciliation (either monthly or quarterly) will be
carried out on the variance between the current agreed excess inventory dollars and the
established inventory deposit as follows:
 i.
    
    If the agreed Excess balance exceeds the current inventory
deposit, the additional amount will be funded from Company to Provider as an
incremental deposit.ii.
    
    If the agreed Excess balance is less than the current
inventory deposit, the difference will be refunded from Provider to Company
as a reduction of the deposit.iii.
    
    Payment Flow: The party, which will receive the payment
based on the agreeable variance, will issue an invoice to the counter party.
Upon receiving the invoice, the counter party shall make the payment on the
next available routine payment date.
 c.
    
    In the case of termination of contract initiated by either Provider or Company,
the accumulated deposit balance will be repaid by Provider to Company, to the extent
that the inventory has been otherwise paid for by Company. Company will issue an
invoice to Provider. Upon receiving the invoice, Provider shall make payment on the
next available routine payment date.
 51