EX-10.18





 Exhibit 10.18 

CONFIDENTIAL 
 CERTAIN
IDENTIFIED INFORMATION HAS BEEN EXCLUDED FROM THE EXHIBIT BECAUSE IT IS BOTH NOT MATERIAL AND IS THE TYPE THAT THE REGISTRANT TREATS AS PRIVATE OR CONFIDENTIAL. SUCH EXCLUDED INFORMATION HAS BEEN MARKED WITH “[***].” 





 
 MANUFACTURING SERVICES AGREEMENT 

between 
 JABIL CIRCUIT,
INC. 
 and 
 TILE
INC. 
  












 INDEX 
  

							
		
	 SECTION 2. LIST OF SCHEDULES
	  	 	4	 
		
	 SECTION 3. BUILD SCHEDULE FORECASTS
	  	 	4	 
		
	 SECTION 4. MANUFACTURING SERVICES
	  	 	4	 
			
	 4.1.
	 	Testing	  	 	4	 
			
	 4.2.
	 	Packaging and Shipping	  	 	4	 
			
	 4.3.
	 	Items to be Supplied by Company	  	 	5	 
			
	 4.4.
	 	Items to be Supplied by Jabil	  	 	5	 
			
	 4.5.
	 	Company Inspection	  	 	5	 
			
	 4.6.
	 	Materials Procurement	  	 	5	 
			
	 4.7.
	 	Equitable Adjustment	  	 	5	 
			
	 4.8.
	 	Materials Declaration	  	 	5	 
			
	 4.9.
	 	Product Evaluation	  	 	6	 
		
	 SECTION 5. WARRANTY & REMEDY
	  	 	6	 
			
	 5.1.
	 	Jabil Warranty	  	 	6	 
			
	 5.2.
	 	Repair or Replacement of, or Refund for, Defective Product	  	 	6	 
			
	 5.3.
	 	Limitation of Warranty	  	 	7	 
			
	 5.4.
	 	ECO Upgrade	  	 	7	 
			
	 5.5.
	 	Epidemic Failure	  	 	7	 
		
	 SECTION 6. LIMITATION OF DAMAGES
	  	 	8	 
		
	 SECTION 7. DELIVERY, RISK OF LOSS AND PAYMENT TERMS
	  	 	8	 
			
	 7.1.
	 	Payment	  	 	8	 
			
	 7.2.
	 	NRE	  	 	8	 
			
	 7.3.
	 	Taxes	  	 	8	 
			
	 7.4.
	 	Foreign Currency	  	 	9	 
		
	 SECTION 8. IMPORT AND EXPORT
	  	 	9	 
		
	 SECTION 9. DESIGN OR REPAIR SERVICES; US GOVERNMENT CONTRACTS
	  	 	10	 
		
	 SECTION 10. CHANGE ORDERS, RESCHEDULING AND CANCELLATION, SAFETY STOCK
	  	 	10	 
			
	 10.1.
	 	Changes to Manufacturing Services, Packaging and Shipping Specifications and Test Procedures	  	 	10	 
			
	 10.2.
	 	Production Increases	  	 	10	 
			
	 10.3.
	 	Product Configuration Changes and Engineering Changes	  	 	10	 
			
	 10.4.
	 	Treatment of Obsolete/End-of-Life Material	  	 	11	 

  

  
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 TABLE OF CONTENTS 

(continued) 
  


							
			
	 	 	 	  	Page	 
			
	 10.5.
	 	Safety Stock	  	 	11	 
			
	 10.6.
	 	Rescheduled Delivery and Cancellation of Orders	  	 	11	 
			
	 10.7.
	 	Cost Savings	  	 	12	 
		
	 SECTION 11. TERM
	  	 	12	 
		
	 SECTION 12. TERMINATION AND TERMINATION CHARGES
	  	 	12	 
			
	 12.1.
	 	Termination for Convenience	  	 	12	 
			
	 12.2.
	 	Termination for Cause	  	 	13	 
			
	 12.3.
	 	Termination for Bankruptcy/Insolvency	  	 	13	 
			
	 12.4.
	 	Termination Consequences	  	 	13	 
			
	 12.5.
	 	Termination Charges	  	 	14	 
			
	 12.6.
	 	Duty to Mitigate Costs	  	 	14	 
		
	 SECTION 13. CONFIDENTIALITY
	  	 	14	 
			
	 13.1.
	 	Confidentiality Obligations	  	 	14	 
			
	 13.2.
	 	Employees, Agents and Representatives	  	 	15	 
			
	 13.3.
	 	Term and Enforcement	  	 	15	 
			
	 13.4.
	 	Return of Proprietary Information and Technology	  	 	15	 
		
	 SECTION 14. INTELLECTUAL PROPERTY RIGHTS; ASSIGNMENT
	  	 	15	 
			
	 14.1.
	 	Jabil Existing Intellectual Property	  	 	15	 
			
	 14.2.
	 	Jabil Created Intellectual Property	  	 	15	 
			
	 14.3.
	 	Company Intellectual Property	  	 	15	 
		
	 SECTION 15. INTENTIONALLY DELETED
	  	 	16	 
		
	 SECTION 16. INDEMNIFICATION
	  	 	16	 
			
	 16.1.
	 	Company	  	 	16	 
			
	 16.2.
	 	By Jabil	  	 	16	 
			
	 16.3.
	 	Procedural Requirements	  	 	16	 
		
	 SECTION 17. RELATIONSHIP OF PARTIES
	  	 	16	 
		
	 SECTION 18. INSURANCE
	  	 	16	 
		
	 SECTION 19. PUBLICITY
	  	 	17	 
		
	 SECTION 20. FORCE MAJEURE
	  	 	17	 
		
	 SECTION 21. MISCELLANEOUS
	  	 	17	 


  
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 TABLE OF CONTENTS 

(continued) 
  


							
	 	 	 	  	Page	 
			
	 21.1.
	 	Notices	  	 	17	 
			
	 21.2.
	 	Attorneys’ Fees and Costs	  	 	18	 
			
	 21.3.
	 	Amendment	  	 	18	 
			
	 21.4.
	 	Partial Invalidity	  	 	18	 
			
	 21.5.
	 	Monies	  	 	18	 
			
	 21.6.
	 	Entire Agreement	  	 	18	 
			
	 21.7.
	 	Binding Effect	  	 	18	 
			
	 21.8.
	 	Waiver	  	 	19	 
			
	 21.9.
	 	Captions	  	 	19	 
			
	 21.10.
	 	Construction	  	 	19	 
			
	 21.11.
	 	Section References	  	 	19	 
			
	 21.12.
	 	Business Day	  	 	19	 
			
	 21.13.
	 	Dispute Resolution	  	 	19	 
			
	 21.14.
	 	Other Documents	  	 	20	 
			
	 21.15.
	 	Counterparts	  	 	20	 
			
	 21.16.
	 	Governing Law and Jurisdiction	  	 	20	 

 SCHEDULES: 

SCHEDULES 1 – STATEMENT OF WORK AND/OR SPECIFICATIONS 
  

  
 iii 














 CONFIDENTIAL 

 

 MANUFACTURING SERVICES AGREEMENT 

This Manufacturing Agreement (“Agreement”) is entered into by and between Jabil Circuit, Inc., a Delaware corporation, having offices
at 10560 Dr. M.L. King Jr. Street North St. Petersburg, Florida 33716 and Jabil Circuit (Singapore) Pte. Ltd. (“Jabil Singapore”) having its principal place of business at 16 Tampines Crescent, Singapore 528604 (collectively
referred to as “Jabil”), and Tile, Inc. a Delaware corporation (“Company”), having its principal place of business at 2121 S El Camino Real Suite 900, San Mateo, California 94403. Jabil and Company are referred to herein as
“Party” or “Parties”. 
 RECITALS 

A. Jabil is in the business of designing, developing, manufacturing, testing, configuring, assembling, packaging and shipping electronic
assemblies and systems. 
 B. Company is in the business of designing, developing, distributing, marketing and selling products
containing electronic assemblies and systems. 
 C. Whereas, the Parties desire that Jabil manufacture, test, configure, assemble,
package and/or ship certain electronic assemblies and systems pursuant to the terms and conditions set forth in this Agreement. 
 NOW,
THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: 

TERMS 
 1.
Definitions. In addition to terms defined elsewhere in this Agreement, the capitalized terms set forth below shall have the following meaning: 

1.1. “Affiliate” means with respect to a Person, any other Person which directly or indirectly controls, or is
controlled by, or is under common control with, the specified Person. For purposes of the preceding sentence, “control” of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the
management or policies of such Person, or direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote, 50% or more of the outstanding shares of any class of capital stock of such Person (or in the case of a
Person that is not a corporation, 50% or more of any class of equity interest). 
 1.2. “Build Schedule” means a
manufacturing schedule provided to Jabil by Company in writing which specifies the Product to be manufactured, including the quantity of each Product, its description and part number, shipping instructions and requested delivery date. 

1.3. “Build Schedule Forecast” means the monthly forecast provided to Jabil by Company, in writing, of quantity
requirements of each Product that Company anticipates requiring during the next twelve (12) month period. 
 1.4.
“Commercially Reasonable Efforts” means diligent, good-faith efforts that would be deemed both commercially practicable and reasonably financially prudent after having taken into account all relevant commercial considerations.
Relevant commercial considerations shall be deemed to include, without limitation: (1) all pertinent facts and circumstances; (2) financial costs; (3) resource availability and impact; (4) probability of success; and
(5) other commercial practicalities. 

  

					
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 CONFIDENTIAL 

 

 1.5. “Components” means those components, parts or materials to be
incorporated into the Product. 
 1.6. “EDI” shall mean electronic data interchange. 

1.7. “Effective Date” shall mean the date upon which the terms and conditions of this Agreement shall become effective
by and between the Parties. The Parties have agreed that the Effective Date of this Agreement shall be the 8th day of March, 2017. 

1.8. “Epidemic Failure” shall mean the repeat of the same or substantially same failure of a Product caused by a
Defect and not due to normal wear and tear and which is present in at least five percent (5%) (with a minimum of 100 failures) of consecutively delivered Products shipped to Company over a rolling ninety (90) day period within the Warranty
Period. 
 1.9. “Fee and Price Schedule” shall mean the prices and fees set forth Schedule 1. 

1.10. “FCA” means Free Carrier at Supplier’s facility per INCOTERMS 2010. For FCA terms, Jabil will utilize the
carriers or forwarder provided in Company’s shipping guidelines for the transit from Jabil’s facility to the Company’s receiving dock. 

1.11. “including” shall be defined to have the meaning “including, without limitation.” 

1.12. “in writing” shall mean written documents, EDI with phone confirmation, verified faxes and successfully
transmitted e-mails. 
 1.13. “Jabil Circuit, Inc.” and
“Jabil” shall be defined to include any Jabil Subsidiary. 
 1.14. “Jabil Created Intellectual
Property” means any discoveries, inventions, technical information, procedures, manufacturing, testing, assembly or other processes, software, firmware, technology, know-how or other intellectual
property rights newly created or developed, and reduced to practice by or for Jabil in (i) preparing any Product provided pursuant to this Agreement, or (ii) performing the Manufacturing Services or any other work provided pursuant to this
Agreement; but shall not include any Jabil Existing Intellectual Property or Jabil Manufacturing Process. 
 1.15. “Jabil
Existing Intellectual Property” means any discoveries, inventions, technical information, procedures, manufacturing or other processes, software, firmware, technology, know-how or other intellectual
property rights owned or developed by Jabil outside of this Agreement or owned or controlled by Jabil prior to the execution of this Agreement that are used by Jabil in creating, or are embodied within, any Product, the Manufacturing Services or
other work performed under this Agreement and all improvements, modifications or enhancements to the foregoing made by or on behalf of Jabil. 

1.16. “Jabil Intellectual Property” shall mean both Jabil Created Intellectual Property and Jabil Existing
Intellectual Property and Jabil Manufacturing Process collectively. 
 1.17. “Jabil Manufacturing Process” means
Jabil’s methods and processes employed to manufacture, test, configure and/or assemble Product manufactured for Company pursuant to the terms of this Agreement and all improvements, modifications or enhancements to the foregoing made by or on
behalf of Jabil. 
 1.18. “Lead-time” means the mutually agreed upon minimum amount of time in advance of shipment
that Jabil must receive a Build Schedule in order to deliver Product by the requested delivery date. 

  

					
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 CONFIDENTIAL 

 

 1.19. “Loaned Equipment” means capital equipment (including tools)
which is loaned to Jabil by or on behalf of Company to be used by Jabil to perform the Manufacturing Services and includes all equipment, tools and fixtures purchased specifically for Company, by Jabil, to perform the Manufacturing Services and that
are paid for in full by Company. 
 1.20. “Manufacturing Services” means the services performed by Jabil hereunder
which shall include but not be limited to manufacturing, testing, configuring, assembling, packaging and/or shipping of the Product, including any Additional Services, all in accordance with the Specifications. 

1.21. “Materials Declaration Requirements” means any requirements, obligations, standards, duties or responsibilities
pursuant to any environmental, product composition, ecodesign (Directive 2009/125/EC), energy use, energy efficiency and/or materials declaration laws, directives, or regulations, including international laws and treaties regarding such subject
matter; and any regulations, interpretive guidance or enforcement policies related to any of the foregoing, including for example: Directive 2002/95/EC and Directive 2011/65/EU of the European Parliament and of the Council of 27 January 2003 on
the restriction of the use of certain hazardous substances in electrical and electronic equipment (“RoHS”), Directive 2012/19/EU of the European Parliament and of the Council of 27 January 2003 on waste electrical and electronic
equipment (“WEEE”), Directive 2009/15/EC of the European Parliament and of the Council of 2l October 2009 establishing a framework for the setting or ecodesign requirements for energy-related products (and applicable implementing
measures thereunder) and European Union Member State implementations of the foregoing, or similar laws in Switzerland or the European Economic Area; Regulation (EC) No. 1907/2006 of the European Parliament and of the Council of 18 December
2006 concerning the Registration, Evaluation, Authorization and Restriction of Chemicals (“REACH”); the People’s Republic of China (PRC) Measures for the Administration of the Control of Pollution by Electronic Information Products
(*************) promulgated on February 28, 2006 (including any pre-market certification (“CCC mark”) requirements thereunder and including relevant standards adopted by the PRC Ministry of
Information Industry or other applicable PRC authority); PRC General Administration of Quality Supervision, Inspection and Quarantine’s Circular 441 (2006); Japanese Industrial Standard, C0950:2005; the California Electronic Waste
Recycling Act of 2003; and/or other similar legislation; each of which as may be amended or updated from time to time. 
 1.22.
“NRE Costs” shall consist of expenses that are agreed upon by the parties in writing and then incurred by Jabil under this Agreement, including design engineering services, testing, fixturing and tooling and other out-of-pocket costs. 
 1.23. “Packaging and
Shipping Specifications” means the packaging and shipping specifications set forth in Schedule 1 and otherwise supplied and/or approved by Company. 

1.24. “Person” means any corporation, business entity, natural person, firm, joint venture, limited or general
partnership, limited liability entity, limited liability partnership, trust, unincorporated organization, association, government, or any department or agency of any government. 

1.25. “Product(s)” means the product(s) manufactured and-assembled by Jabil on
behalf of Company under this Agreement as identified in Schedule 1 (or any subsequent Schedule 1 prepared for any product to be manufactured hereunder) including any updates, renewals, modifications or amendments thereto. 

1.26. “Proprietary Information and Technology” means software, firmware, hardware, technology and know-how and other proprietary information or intellectual property embodied therein that is known, owned or licensed by and proprietary to either Party and not generally available to the public, including plans,
analyses, trade secrets, patent rights, copyrights, trademarks, inventions, fees and pricing information, operating procedures, procedure manuals, processes, methods, computer applications, programs and designs, and any processed or collected data.
The failure to label any of the foregoing as “confidential” or “proprietary” shall not mean it is not Proprietary Information and Technology. 

  

					
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 CONFIDENTIAL 

 

 1.27. “Specifications” means the technical specifications (including
for manufacturing) set forth in Schedule l and otherwise supplied and/or approved by Company, Specifications may be amended from time to time by amendments in the form of written engineering change orders agreed to by the Parties. 

1.28. “SOW” means the statement of work for each Product set forth in any Schedule 1 as amended in writing from
time to time upon mutual agreement of the Parties. 
 1.29. “Subsidiary(ies)” means any corporation, partnership,
joint venture, limited liability entity, trust, association or other business entity of which a Party or one or more of its Subsidiaries, owns or controls more than 50% of the voting power for the election of directors, managers, partners, trustees
or similar parties. 
 1.30. “Test Procedures” means the testing specifications, standards, procedures and
parameters set forth in Schedule 1 and otherwise supplied and/or approved by Company. 
 1.31. “Unique
Components” means those non-standard components or materials procured exclusively for incorporation into the Product. 

2. List of Schedules. Statement of Work and/or Specifications. 

3. Build Schedule Forecasts. Within ten (10) business days following the execution of this Agreement, Company shall provide Jabil
with a Build Schedule Forecast. The Build Schedule Forecast shall be updated by Company, in writing, on at least a monthly basis, Company and Jabil acknowledge and agree that Build Schedule Forecasts do not constitute a binding order or commitment
of any kind by Company to purchase Products. Any rescheduling or cancellation of accepted Build Schedules shall be subject to the terms set forth in Section 10.6. 

4. Manufacturing Services. Jabil will manufacture, test, configure, assemble, package and ship the Product in accordance with the
Specifications and any applicable Build Schedules. Jabil will reply to each proposed Build Schedule that is submitted in accordance with the terms of this Agreement by notifying Company of its acceptance or rejection in writing within three
(3) business days of receipt of any proposed Build Schedule; [***] In the event of Jabil’s rejection of a proposed Build Schedule, Jabil’s notice of rejection will specify the basis for such rejection. If Jabil fails to acknowledge a
Build Schedule within the ten (10) day notice period above, the Build Schedule will be deemed accepted in accordance with its terms. 

4.1. Testing. Jabil will be responsible for testing of the Product in accordance with the Test Procedures as agreed in
the Specifications. Company shall be solely responsible for the sufficiency and adequacy of Test Procedures supplied and/or approved by Company. 

4.2. Packaging and Shipping. Jabil will package and ship the Product in accordance with Packaging and Shipping
Specifications. Company shall be solely responsible for the sufficiency and adequacy of the Packaging and Shipping Specifications and shall hold Jabil harmless for any claim arising therefrom. 

  

					
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 CONFIDENTIAL 

 

 4.3. Items to be Supplied by Company. Company shall supply to Jabil,
according to the terms and conditions specified herein, Company Proprietary Information and Technology and, if applicable the Loaned Equipment, Components and Unique Components necessary for Jabil to perform the Manufacturing Services. Company will
also provide to Jabil all Specifications, Test Procedures, Packaging and Shipping Specifications, Product design drawings, approved vendor listings, material Component descriptions (including approved substitutions), manufacturing process
requirements, and any other specifications necessary for Jabil to perform the Manufacturing Services. 
 4.4. Items to be
Supplied by Jabil. Jabil will (i) supply Components and materials as set forth in Section 4.6 below, and (ii) employ the Jabil Manufacturing Process, any required manufacturing technology, manufacturing capacity, labor,
transportation logistics, systems and facilities necessary for Jabil to perform the Manufacturing Services. 
 4.5. Company
Inspection. Company shall have the right, upon reasonable advance notice, during normal business hours and at its expense to inspect, review, monitor and oversee the Manufacturing Services, provided that such inspection shall not disrupt
Jabil’s normal business operations. Company shall cause each of its employees, agents and representatives who have access to Jabil’s facilities, to maintain, preserve and protect all Proprietary Information and Technology of Jabil and the
confidential or proprietary information and technology of Jabil’s other customers. 
 4.6. Materials Procurement.
Jabil will use Commercially Reasonable Efforts to procure Components, per Company’s approved vendor list and bill of material, necessary to fulfill accepted Build Schedules. To the extent Jabil’s procurement of Components from vendors on
Company’s approved vendor list requires Jabil to incur costs in addition to the actual cost of procured Components (“Approved Vendor Costs”), Jabil may seek reimbursement for such Approved Vendor Costs in accordance with this
Section 4.6. Jabil shall provide a written breakdown any Approved Vendor Costs associated with any Components or other materials set forth in the bil1 of material, and the justification for such Approved Vendor Costs. Company shall pay Jabil
for any undisputed Approved Vendor Costs. 
 4.7. Equitable Adjustment. In the event Jabil’s cost of performance
significantly changes due to causes beyond its reasonable control, the parties shall discuss in good faith an equitable adjustment to price and/or schedule on any open Build Schedules. Jabil will provide supporting documentation as may be reasonably
requested by Company. Jabil shall continue to perform all of its obligations under this Agreement (including without limitation acceptance of new Build Schedules) in accordance with the terms of this Agreement while such adjustments are being
negotiated, until such adjustments are negotiated by the parties in good faith and implemented through written change orders. 
 4.8.
Materials Declaration. Company represents and warrants that the Product is not subject to Materials Declaration Requirements. Where Company notifies Jabil in writing that the Product is subject to Materials Declaration Requirements,
Jabil will use Commercially Reasonable Efforts to assist Company in procuring parts, components and/or materials that’ are compliant with Materials Declaration Requirements. However, Company understands and agrees that: 

4.8.1 Company is responsible for notifying Jabil in writing of the specific Materials Declaration Requirements that Company determines
to be applicable to the Product and shall be solely liable for the adequacy and sufficiency of such determination and information; 

4.8.2 Any information regarding Materials Declaration Requirements compliance of parts, components, packaging or materials used in the
Products shall come from the relevant supplier. Jabil does not test, certify or otherwise warrant component, part, packaging or materials compliance, on a homogenous material level or any other level, with Materials Declaration Requirements; and


  

					
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 CONFIDENTIAL 

 

 4.8.3 Company is ultimately and solely responsible for compliance with, and for
ensuring that any parts, components or materials used in the Products, and the Product itself, are compliant with applicable Materials Declaration Requirements. 

Notwithstanding any other provision set forth in this Agreement, including amendments, attachments, or any other document incorporated herein, this
Section 4.8 sets forth Jabil’s sole responsibility and liability and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any third party claims against Company related to the Materials Declaration
Requirements, and that absent this provision, Jabil would not enter this Agreement. 
 4.9. Product Evaluation. Company
shall evaluate each Product to determine if it conforms, in all material respects, to the Specifications, and to determine if it contains any Defects. Company shall give Jabil written notice of any rejection of a Product within ten (10) days
following Company’s receipt of such Product (“Evaluation Period”). Such written notice of rejection of a Product shall include a detailed and complete description of Company’s basis for asserting that the Product does not
materially conform to the Specifications or contains Defects (“Defect Notice”). If Company fails to provide such Defect Notice to Jabil within the Evaluation Period, such Product shall be deemed to comply with the Specifications and not
contain any Defects (provided the foregoing shall in no way limit Jabil’s warranty obligations under Section 5). If Jabil disputes the basis for rejection set forth in a Defect Notice, it shall provide written notice of the same to Company
within ten (10) business days following receipt of the Defect Notice (“Notice of Disputed Defect”). Any such dispute shall be resolved by the Parties in accordance with the provisions of Section 2l.13. Any specified times for
delivery of such Products set forth herein shall be tolled during the dispute resolution procedure set forth above. If Jabil does not dispute the basis for rejection set forth in a Defect Notice Jabil shall follow its standard return process as set
forth in Section 5.2 herein. The evaluation procedures set forth in this Section 4.9 shall apply to any redelivered Product. 
 5.
Warranty & Remedy. 
 5.1. Jabil Warranty. Jabil warrants
(i) that it will manufacture the Products in accordance with IPC-A 610 Class 2 workmanship standard, and (ii) that the Products will conform, in all material respects, to the Specifications, be
comprised of new components, and be delivered free of any security interests, liens or encumbrances caused by Jabil. The above warranty shall remain in effect for a period of one (1) year from the date any Product is initially activated by an end-user customer of Company not to exceed 15 months from the date of initial delivery (“Warranty Period”). This warranty is extended to, and may only be enforced by, Company. 

5.2. Repair or Replacement of, or Refund for, Defective Product. In accordance with Jabil’s standard return material
authorization process and procedure (“RMA”), Jabil will promptly, at Jabil’s election, repair, replace (subject to lead times), or if mutually agreeable, each party acting commercially reasonably, refund to Company an amount equal to
the original purchase price paid by Company for, any Product that fails to comply with the warranty set forth in this Section 5 (provided that the Product is received within thirty (30) days following the end of any applicable Warranty
Period) (“RMA Product”). If Company desires to return a Product based on a claim of breach of the warranty set forth in this Section 5, Company shall request an RMA number from Jabil. Company shall then consign the alleged defective
Product, FOB Jabil’s designated repair facility, and specify the Jabil assigned RMA number. Jabil will analyze any such RMA Product and, if a breach of warranty is found (“Defect”), then Jabil will repair or replace or provide a
refund for the RMA Product, as applicable, within twenty (20) business days of receipt by Jabil of the RMA Product and all required associated documentation. In the event a Defect is found, Jabil will reimburse Company for the reasonable cost
of transporting the RMA Product to Jabil’s designated repair facility and Jabil will deliver the repaired RMA Product or its replacement, FCA Company’s designated destination. If no such Defect is found, Company shall bear responsibility
for all transportation costs to and from Jabil’s designated repair facility. Any replacement Products will be warranted for one year from delivery. 

  

					
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 5.3. Limitation of Warranty. THE REMEDY SET FORTH IN SECTION 5.2
AND 5.6 SHALL CONSTITUTE COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH OF THE WARRANTY MADE BY JABIL IN SECTION 5.1. THE WARRANTY SET FORTH IN THIS SECTION 5 IS IN LIEU OF, AND JABIL EXPRESSLY DISCLAIMS, AND COMPANY EXPRESSLY
WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING COMPLIANCE WITH MATERIALS DECLARATION
REQUIREMENTS, ANY COMPONENT WARRANTY, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OR MISAPPROPRIATIONS OF ANY RIGHT, TITLE OR INTEREST OF COMPANY OR ANY THIRD PARTY.· COMPANY UNDERSTANDS AND AGREES
THAT IT SHALL HAVE FULL AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY PRODUCT DESIGN, WHETHER FOR PRODUCT DESIGN LIABILITY, DAMAGE TO PERSON OR PROPERTY AND/OR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN STATEMENT OR
REPRESENTATION BY JABIL, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER. 

5.4. JABIL’S WARRANTY IN SECTION 5.1 SHALL NOT APPLY TO ANY DEFECT IN THE PRODUCT RESULTING FROM THE PRODUCT HAVING BEEN
SUBJECTED TO OPERATING AND/OR ENVIRONMENTAL CONDITIONS IN EXCESS OF THE MAXIMUM VALUES ESTABLISHED IN APPLICABLE SPECIFICATIONS OTHER THAN BY JABIL OR AT THE DIRECTION OF JABIL OR ANY DEFECT IN THE PRODUCT RESULTING FROM THE PRODUCT HAVING BEEN THE
SUBJECT OF MISHANDLING, ACCIDENT, MISUSE, NEGLECT, IMPROPER TESTING, IMPROPER OR UNAUTHORIZED REPAIR, ALTERATION, DAMAGE, ASSEMBLY, PROCESSING OR ANY OTHER INAPPROPRIATE OR UNAUTHORIZED ACTION OR INACTION OTHER THAN BY JABIL OR AT THE DIRECTION OF
JABIL THAT ALTERS PHYSICAL OR ELECTRICAL PROPERTIES. 
 5.5. ECO Upgrade. RMA’s for engineering change order (ECO)
upgrades will also be subject to the RMA process. Jabil will analyze the ECO and provide a per unit upgrade cost and expected completion and delivery date. 

5.6. Epidemic Failure. In the event of an Epidemic Failure, either Party will inform the other Party as soon as possible
about the event. Jabil will (i) identify the source of the failure; (ii) propose a containment action plan to Company; (iii) as soon thereafter as reasonably possible, propose a corrective action plan. Jabil will implement the
proposed corrective action plan immediately upon approval by Company; and if it is determined based on Jabil’s root cause analysis that an Epidemic Failure exists, then the following costs and expenses incurred by Company as a direct result of
the Epidemic Failure shall be borne by Jabil: (i) costs of transport between the Jabil facility and Customer facility as directed by Jabil; (ii) costs to re-inspect 100% of the rejected lots of
batches/sorting costs; provided responsibility for re-inspection and sorting will be decided by Jabil; [***] not to exceed [***] the amounts received by Jabil for such units. 

  

					
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 6. Limitation of Damages. 

EXCEPT WITH REGARD TO ANY INDEMNITIES SET FORTH HEREIN, AND LIABILITY FOR ANY BREACH OF SECTION 13 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL EITHER
PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER PERSON OR ENTITY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR EQUITABLE CLAIM OR THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF GOODWILL
OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, DATA LOSS, COMPUTER FAILURE OR MALFUNCTION, OR EXEMPLARY OR PUNITIVE DAMAGES WHETHER SUCH PARTY WAS INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE FOREGOING SHALL NOT EXCLUDE OR
LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY RESULTING FROM ITS NEGLIGENCE TO THE EXTENT THAT SUCH LIABILITY CANNOT BY LAW BE LIMITED OR EXCLUDED. 

7. Delivery, Risk of Loss and Payment Terms. For purposes of this Agreement delivery shall be FCA (per Incoterms 2010)
Jabil’s facility and deemed to have occurred, and all title and risk of loss shall be transferred to Company when Products (or any other items) are tendered to the carrier or forwarder approved by Company. The Fee and Price Schedule will be
reviewed by the Parties on a quarterly basis and will be revised consistent with increases or decreases in logistic costs, materials, components, equipment and other costs and expenses applicable to the manufacture of the Product. For any shipments
where Jabil acts as an agent in completing the Shipper’s Export Declaration and managing Company’s exports on behalf of Company, where the Company is the exporter of record (Principal Party in Interest—PPI), the Company hereby grants
Jabil Power of Attorney to act on its behalf in managing its exports. 
 7.1. Payment. Company shall pay Jabil all
monies when due, including all NRE Costs associated with this Agreement. [***] Payment to Jabil shall be in U.S. dollars and in immediately available funds. Company hereby unconditionally guarantees the payment by any of its subsidiaries or
Affiliates or any third parties agreed to by the Parties who place orders under this Agreement to Jabil and/or its Affiliates. Jabil may require Company or its Affiliates to provide financial assurances, such as adjusting payment terms, providing a
letter of credit or bank guarantee, or tendering a deposit if Jabil determines, in its reasonable judgment, that Company or Company’s Affiliates are not creditworthy. 

7.2. NRE. Any equipment, tooling, component, material or other goods or property, which is purchased by Jabil in order to
perform its obligations under this Agreement, shall become the property of Company once Jabil is reimbursed for all NRE Costs due and owing by Company. Jabil shall invoice Company for actual outstanding NRE Costs and other monies due at monthly
intervals (or such other intervals as deemed appropriate) during the term of this Agreement and upon cancellation, termination or expiration of this Agreement. Jabil agrees to request advance written approval from Company should resource
requirements, and thereby NRE Costs, increase materially relative to estimated NRE Costs initially agreed by the Parties, Upon such request, Jabil shall provide to Company reasonably detailed supporting documentation end/or descriptions of the NRE
Costs for which Jabil seeks reimbursement. 
 7.3. Taxes. Company shall be responsible for all federal, foreign, state
and local sales, use, excise and other taxes (except taxes based on Jabil’s income) (“Taxes”) and all foreign agent or brokerage fees, document fees, custom charges and duties arising under this Agreement. Company may provide Jabil a
valid exemption certificate or equivalent information acceptable to the relevant taxing authority, in which case, Jabil will not charge or collect the Taxes covered by such certificate. Company will be solely responsible for any Taxes, fines,
penalties, and interest to the extent the failure by Jabil to remit such Taxes is due to Jabil’s reliance on any direct pay certificate, or certification of an exemption from Tax or reduced rate of Tax provided by Company. 

If Jabil is required to pay any Taxes because of Company’s failure to do so, or because of any other act or omission by Company then Company will
reimburse Jabil for the amount of any such payment, plus interest, penalties, and fees, including any attorney’s fees incurred in connection with disputing the imposition and collection of such Taxes. 

  

					
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 7.4. Foreign Currency. It is the intent of both Parties to trade in
United States Dollars whenever possible and remain fixed in that currency unless otherwise mutually agreed. For Components and/ or materials that are purchased in a currency other than US dollars or where Jabil production costs are based in non-U.S. dollars due to the manufacturing location (or will move/has moved to a new location), currency impact on pricing and value add services will be reset as part of the quarterly pricing process, unless the
Parties have agreed to an alternative pricing cycle (hereafter “FX Period”). In such cases Jabil will include all non-U.S. Dollar based content within cost detail submitted at the time of quote, and
the cost will be decreased or increased to reflect currency fluctuations. At every FX Period, Jabil and Company will meet to establish the prices for the next FX Period for Products, Components and/or materials and value add services. The Company
and Jabil agree that there will be a currency reconciliation process (hereafter “Currency Process”), reviewed during the FX Period (or QBR, if applicable), for foreign currency gains and losses of outstanding Inventory (Components and/or
materials and Products), as well as the value add portion of any services provided, Revaluation of value add services should only be done if such services are invoiced in the same currency as the functional currency for the Facility where
manufacturing occurs, except that the Parties shall agree to specific currency and reconciliation process for Products manufactured in, or transferred to a new Facility in, the following countries: Brazil, Vietnam, India, Ukraine, Russia (hereafter
“Restricted Currency Countries”). The Restricted Currency Countries may be updated by Jabil from time to time with notice to Company. 
  

	 	(a)	 Currency Process: 


  

	 	(i)	 On or before the third Monday of each calendar month. Company will inform Jabil about purchase volumes per site
for month T+1, +2, +3, and +4 from the forecast as specified in the Agreement. 


  

	 	(ii)	 In case Company has not delivered the information as per subsection (a)(i), Jabil shall rely on the information
as communicated during previous month/months(s) unless this information has changed and has been communicated to Jabil in writing. Jabil will inform Company on a monthly basis if Company is not conforming to subsection (a)(i), 



 

	 	(b)	 Exchange Rate: 



The exchange rate against the U.S. Dollar will be established with the applicable foreign currency on the second Thursday of the last
month of each calendar quarter of the FX Period (i.e. March, June, September and December) based on the spot exchange rates published in the Wall Street Journal (spot exchange rate at 5 pm EST from source, e.g. New York closing snapshot). 

8. Import and Export. Except as otherwise expressly set forth herein, Company shall be responsible for obtaining any required import or
export licenses necessary for Jabil to ship Product, including certificates of origin, manufacturer’s affidavits, and U.S. Federal Communications Commission’s identifier, if applicable and any other licenses required under US or foreign
law and Company shall be the importer of record. Company agrees that it shall not export, re-export, resell or transfer, or otherwise require Jabil to ship or deliver any Product, assembly, component or any
technical data or software which violate any export controls or limitations imposed by the United States or any other governmental authority, or to any country for which an export license or other governmental approval is required at the time of
export without first obtaining all necessary licenses and approvals and paying all duties and fees. Company shall provide Jabil with all licenses, certifications, approvals and authorizations in order to permit Jabil to comply with all import and
export laws, rules and regulations for the shipment and delivery of the Product. [***] Company shall also be responsible for complying with any legislation or regulations governing the importation of the Product into the country of destination and
for payment of any duties thereon. 

  

					
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 9. Design or Repair Services; US Government Contracts. In the event that the Parties
agree that Jabil will provide design or repair (i.e., out of warranty) services for Company, or U.S. government subcontract services for Company, or services related to or for export controlled products (e.g. International Traffic in Arms
Regulations (ITAR) and the Export Administration Regulations (EAR) the terms and conditions of such services shall be set forth in a separate, mutually agreed written agreement prior to the commencement of any such services. No FAR, DFAR, or any
other FAR Supplement clauses shall be applicable to this Agreement. If Company requires Jabil to perform any of the foregoing services prior to execution of a separate agreement, Jabil’s services will be provided “as is” and Company
shall be fully responsible for any claims or liability arising from such services and corresponding deliverables or products. 
 10.
Change Orders, Rescheduling and Cancellation, Safety Stock. 
 10.1. Changes to Manufacturing Services, Packaging
and Shipping Specifications and Test Procedures. Company may, in writing, request a change to the Manufacturing Services, Packaging and Shipping Specifications and Test Procedures at any time. Jabil will analyze the requested change and
provide Company with an assessment in writing of the effect that the requested change will have on cost, manufacturing, scheduling, delivery and implementation. Company will be responsible for all costs associated with any accepted changes. Any such
change shall be documented in a written change order and shall become effective only upon mutual written agreement of both Parties to the terms and conditions of such change order, including changes in time required for performance, cost and
applicable delivery schedules. 
 10.2. Production Increases. Company may, in writing, request increases in production
volume of Product for an outstanding Build Schedule at any time. Jabil will analyze the request and determine if it can meet the requested increase within the required Lead-time. If Jabil can satisfy the requested increase it will provide Company
with a new Build Schedule setting forth the expected delivery date of the changed order. If Jabil is unable to satisfy or comply with Company’s requested increase in production volume within the requested time frame for delivery, Jabil will
provide the reasons preventing Jabil from satisfying the requested increase in writing within five (5) business days after receipt of Company’s request. Any such change shall be documented in a written change order and shall become
effective only upon mutual written agreement of both Parties to the terms and conditions of such change order, including changes in time required for performance, cost and applicable delivery schedules. 

10.3. Product Configuration Changes and Engineering Changes. Company may request configuration or engineering changes to
Product in writing at any time. Jabil will analyze the request and determine if it can meet the requested changes within the required Lead-time. If Jabil can satisfy the requested change it will provide Company within five (5) business days
after receipt of the configuration or engineering request notice, a written notice of acceptance of the requested changes along with any additional costs and expected changes to delivery schedules. If Jabil is unable to satisfy or comply with
Company’s requested changes within the requested time frame for delivery, Jabil will provide the reasons preventing Jabil from satisfying the requested increase in writing within five (5) business days after receipt of Company’s
request. Any such change shall be documented in writing and shall become effective only upon mutual written agreement of both Parties of the terms and conditions of such change, including changes in time required for performance, cost (including
cost of materials on hand or on order in accordance with original Build Schedule) and applicable delivery schedules. 

  

					
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 10.4. Treatment of Obsolete/End-of-Life Material. Upon receiving notice from Company of an engineering change or that any Product, component or assembly has become obsolete or has reached
end-of-life Jabil will, within a reasonable period after receiving such notice, provide Company with an analysis in writing of Company’s liability to Jabil for
components and materials acquired or scheduled to be acquired to manufacture such Product in accordance with a Build Schedule or Build Schedule Forecast. Company’s liability shall include the price of finished Product and Jabil’s costs
(including cancellation fees and charges) of work in progress, safety stock components and materials and components and materials on hand or on order within applicable Lead-times. Jabil will use Commercially Reasonable Efforts to assist Company in
minimizing Company’s liability, including by taking the following steps: 
  

	 	•	 	 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”. 


 10.5. Safety Stock. Jabil and Company agree that safety stock (including components, sub-assemblies and finished goods inventory) may be required to be held at Jabil for flexibility in certain circumstances. When appropriate, the Parties agree to establish, and Jabil agrees to hold in inventory,
safety stock at mutually agreed upon levels. Company shall be liable for safety stock mutually agreed upon and placed in inventory at Jabil, The Parties will review safety stock levels on at least a quarterly basis and will develop plans to resolve
the issues creating the need for safety stock and remove the safety stock as soon as possible. 
 10.6. Rescheduled Delivery
and Cancellation of Orders. Company may request Jabil to reschedule the delivery date for Product(s) and cancel pending orders in accordance with this Section 10.6. The charges to Company for deferring or accelerating delivery of an
order (rescheduled) or cancellation of an order are outlined below: 
  

					
	 Days Prior to Delivery Date
	  	 Reschedule Terms
	  	 Cancellation Liability

	0-30 Days	  	Company may not reschedule an order within 30 days of the delivery date without payment in full for the order.	  	Company may not cancel an order to be delivered within 30 days of the applicable delivery date without payment to Jabil in full for the order.
	31-60 Days from original deli very date	  	Company may reschedule the delivery of up to 20% of an order without additional liability provided that such rescheduled order is rescheduled to be delivered within thirty (30) days of the original delivery date.	  	Company will be charged 100% of Jabil’s incurred costs for any order cancelled more than 30 and up to 60 days from the applicable delivery date.


  

					
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	 Days Prior to Delivery Date
	  	 Reschedule Terms
	  	 Cancellation Liability

	61-90 days from original delivery date	  	Company may reschedule delivery of Company will be charged 100% up to 50% of an order without of Jabil’s incurred costs for any additional liability provided that such order cancelled more than 60 and rescheduled order is
rescheduled to be up to 90 days from the applicable delivered within thirty (30) days of delivery date.	  	Company will be charged 100% of Jabil’s incurred costs for any order cancelled more than 60 and up to 90 days from the applicable delivery date.
	90 days and beyond from original delivery date	  	Company may reschedule 100% of an order without additional liability	  	Company will be charged no fees for any order cancelled more than 90 days prior to the applicable delivery date.

 In addition to the charges set forth above, Company shall be responsible for all inventory storage costs
resulting from a reschedule or cancellation. Such inventory storage costs shall be billed on a monthly basis plus an interest rate of one and one-quarter percent (1.25%) per month, and shall be applied to the
inventory applicable to the rescheduled or cancelled order. Reschedules in excess of the maximum deferred quantity or period (set forth above) will be considered cancellations and subject to applicable cancellation charges. In addition to the
charges and costs set forth above, Company shall also be liable for the depreciation (determined in accordance with U.S. Generally Accepted Accounting Principles) for the period of time any piece of Jabil’s equipment is idle as a result of the
reschedule or cancellation for up to six months from the date of termination or cancellation. [***] 
 10.7. Cost
Savings. After a minimum of 1,000,000 of Products have been manufactured, Jabil and Company will collaborate using Commercially Reasonable Efforts to identify cost savings for the price to manufacture Company’s Product. The Parties will
agree on the implementation of any proposed cost savings measures. [***] 
 [***] 

11. Term. The term of this Agreement shall begin on the Effective Date and shall continue thereafter for a period of five (5) years,
or until terminated in accordance with Section 12 (Termination). Notwithstanding the foregoing, Sections 5, 6, 7, 8, 11, 12.4, 12.5, 12.6, 13, 14, 16, 17, 18, 19 and 21 herein shall survive the expiration, cancellation or termination of
this Agreement. 
 12. Termination and Termination Charges. 

This Agreement may be terminated as follows: 

12.1. Termination for Convenience. This Agreement may be terminated at any time upon the mutual written consent of the
Parties or upon the date for termination set forth in a written notice given by one Party to the other not less than [***] 

  

					
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 12.2. Termination for Cause. Either Party may terminate this Agreement
based on the material breach by the other Party of the terms of this Agreement, provided that the Party alleged to be in material breach receives written notice setting forth the nature of the breach at least thirty (30) days prior to the
intended termination date. During such time the Party in material breach may cure the alleged breach and if such breach is cured within such thirty (30) day period, no termination will occur and this Agreement will continue in accordance with
its terms. If such breach shall not have been cured, termination shall occur upon the termination date set forth in such notice. 

12.3. Termination for Bankruptcy/Insolvency. Either Party may terminate this Agreement by written notice to the other
Party, effective immediately upon receipt, upon the happening of any of the following events with respect to a Party: 
 12.3.1 The
appointment of a receiver or custodian to take possession of any or all of the assets of the other Party, or should the other Party make an assignment for the benefit of creditors, or should there be an attachment, execution, or other judicial
seizure of all or a substantial portion of the other Party’s assets, and such attachment, execution or seizure is not discharged within sixty (60) days, 

12.3.2 The other Party becomes a debtor, either voluntarily or involuntarily, under Title 11 of the United States Code or any other
similar law and, in the case of an involuntary proceeding, such proceeding is not dismissed within sixty (60) days of the date of filing. 

12.3.3 The liquidation, dissolution or winding up of the other Party whether voluntarily, by operation of law or otherwise. 

12.4. Termination Consequences. If this Agreement is terminated for any reason, (i) Company shall not be excused
from performing its obligations under this Agreement with respect to payment for all monies due Jabil hereunder including fees, costs and expenses incurred by Jabil up to and including the Termination Effective Date and (ii) the parties shall
not be excused from performing their respective obligations under this Agreement with respect to Build Schedules in effect on the Termination Effective Date, except that in the case of termination under Section 12.2, the terminating party may
elect whether obligations under Build Schedules will remain in effect. 
 12.5. Termination Charges. Upon termination,
expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination charges within 60 days from the effective date of such termination as set forth below. Jabil’s invoice for
such charges shall be based upon costs incurred by Jabil up to the date of termination, expiration or cancellation (“Termination Effective Date”) and shall also include the following: (i) costs accrued after the Termination Effective
Date but resulting from such termination, expiration or cancellation; and (ii) the depreciation expense on all equipment used to manufacture Product purchased by Jabil specifically for the manufacture, test, design, or packaging of Product that
remains idle due to such termination for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm
the costs and expenses sustained by Jabil due to termination. Company’s obligations to pay termination charges under this Section 12.5 are subject to Jabil’s obligations to mitigate under Section 12.6. To the extent that Jabil
cannot mitigate its costs as set forth in Section 12.6, Company’s obligation shall be to pay the termination charges claimed by Jabil as follows: 

12.5.1 The applicable price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant
to an accepted Build Schedule for which payment has not been made (to be delivered to Company promptly upon payment); 

  

					
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 12.5.2 Reimbursements for material acquisition costs, costs of components, and costs
of subassemblies and work in process at the time of the Termination Effective Date which were purchased or ordered pursuant to Build Schedules accepted by Jabil prior to the Termination Effective Date; 

12.5.3 Jabil’s reasonable cancellation costs incurred for components, materials and subcontracted items that Jabil had on order on
behalf of Company on the Termination Effective Date pursuant to Build Schedules accepted by Jabil; 
 12.5.4 Jabil’s depreciated
cost of equipment or tooling purchased by Jabil specifically for the manufacture, test, design, or packaging of Product. All equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost (less depreciation) shall be held
by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis. 

12.6. Duty to Mitigate Costs. Both Parties shall, in good faith, undertake Commercially Reasonable Efforts to mitigate
the costs of termination, expiration or cancellation. Jabil shall make Commercially Reasonable Efforts to cancel all applicable component and material purchase orders and reduce component inventory through return for credit programs or allocate such
components and materials for alternate Company programs if applicable, or other customer orders provided the same can be used within ninety (90) days of the termination date. 

13. Confidentiality. 

13.1. Confidentiality Obligations. In order to protect both Parties’ Proprietary Information and Technology the
Parties agree that each Party shall use the same degree of care, but no less than a reasonable degree of care, as such Party uses with respect to its own similar information to protect the Proprietary Information and Technology of the other Party
and to prevent any use of Proprietary Information and Technology other than for the purposes of this Agreement. This Section 13 imposes no obligation upon a Party with respect to Proprietary Information and Technology which (a) was known
to such Party before receipt from the disclosing Party; (b) is or becomes publicly available through no fault of the receiving Party; (c) is rightfully received by the receiving Party from a third party without a duty of confidentiality;
(d) is disclosed by the disclosing Party to a third party without imposing a duty of confidentiality on the third party; (e) is independently developed by the receiving Party without a breach of this Agreement; or (f) is disclosed by
the receiving Party with the disclosing Party’s prior written approval. If a Party is required by a government body or court of law to disclose Proprietary Information and Technology, this Agreement or any portion hereof, then such Party agrees
to give the other Party reasonable advance notice so that the other Party may seek a protective order or otherwise contest the disclosure. 

13.2. Employees, Agents and Representatives. The receiving Party shall only permit access to Proprietary Information and
Technology to those of the receiving Party’s employees, agents and representatives who (a) have a need to know such information, (b) have been advised by the receiving Party of the receiving Party’s obligations under this
Agreement, and (c) are contractually or legally bound by obligations of no nondisclosure and non-use at least as stringent as those contained herein. Each Party represents and warrants to the other that
it has adopted policies and procedures with respect to the receipt and disclosure of confidential or proprietary information, such as the Proprietary Information and Technology with its employees, agents and representatives. The receiving Party
represents warrants and covenants to the disclosing Party that the receiving Party will cause each of its employees, agents and representatives to maintain and protect the confidentiality of the Proprietary Information and Technology. The failure of
any employee, agent or representative of the receiving Party to comply with the terms and conditions of this Section 13 shall be considered a breach of this Agreement by the receiving Party. 

  

					
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 13.3. Term and Enforcement. The confidentiality obligation set forth in
this Agreement shall be observed during the term of the Agreement and for a period of four (4) years following the termination of this Agreement. Each Party acknowledges that a breach of any of the terms of this Section 13 may cause the
non-breaching Party irreparable damage, for which the award of damages would not be adequate compensation. Consequently, the non-breaching Party may institute an action to enjoin the breaching Party from any
and all acts in violation of those provisions, which remedy shall be cumulative and not exclusive, and shall be in addition to any other relief to which the non-breaching Party may be entitled at law or in
equity. Such remedy shall not be subject to the arbitration provisions set forth in Section 21.13. 
 13.4. Return of
Proprietary Information and Technology. Upon the termination, cancellation or expiration of this Agreement, the receiving Party shall, upon the disclosing Party’s written request, return all Proprietary Information and Technology
(including all copies thereof), to the disclosing Party, or at the disclosing Party’s instruction, destroy such Proprietary Information and Technology. 

14. Intellectual Property Rights; Assignment. 

14.1. Jabil Existing Intellectual Property. Each Party shall retain all right, title and ownership to its respective
Existing Intellectual Property. Subject to full payment of all monies due and owing under this Agreement, to the extent any Jabil Existing Intellectual Property is incorporated into a Product, Jabil grants to Company a worldwide, perpetual,
irrevocable, non-exclusive, fully paid-up, royalty free, non-transferrable, non-sublicensable right and license under such
incorporated Jabil Existing Intellectual Property only insofar as is reasonably required for Company to make or have made, use, sell, offer for sale, test or distribute the Product and/or any modified, enhanced or
follow-on versions thereof; provided however, that no license or other rights to Jabil Manufacturing Process shall be granted hereunder. 

14.2. Jabil Created Intellectual Property. [***] Company hereby grants to Jabil a worldwide, non-exclusive, irrevocable, fully paid-up, royalty-free right and license in and to the Jabil Created Intellectual Property [***] 

14.3. Company Intellectual Property. Company grants to Jabil a worldwide,
non-exclusive, fully paid-up, royalty-free, non-transferable, non-sublicensable right and license under the Company Proprietary
Information and Technology for the purpose of allowing Jabil to perform its obligations under this Agreement, including exhausting inventory (and planned and existing work in progress) that relates to Manufacturing Services under this Agreement.

 14.4. The Parties expressly acknowledge and agree that: (i) the licenses granted under Section 14 are subject to
Section 365(n) of the United States Bankruptcy Code as a license of “Intellectual Property” and shall be deemed to be, and construed as, a license for the purpose of application of Section 365 of the United States Bankruptcy
Code; and (ii) if a case under the United States Bankruptcy Code is filed by or against a Party providing the license (hereafter “Licensor”) or any of its Affiliates, and in that case this Agreement is rejected pursuant to
Section 365 of the United States Bankruptcy Code, then the licensee may exercise all rights provided by 365(n), including the right to retain its rights and the full benefits under Its license with respect to the license grants under this
Section 14. Licensor hereby expressly further acknowledges and agrees that neither it as the debtor-in-possession in any bankruptcy proceeding, any trustee in bankruptcy, or any successor of Licensor
shall challenge the characterization of the license granted hereunder as a license of “Intellectual Property” for the purpose of application of Section 365(n) of the United States Bankruptcy Code. 

14.5. To avoid doubt, Company is responsible for obtaining any third party licenses necessary for the Products. 

  

					
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 15. Intentionally Deleted. 

16. Indemnification. 

16.1. Company. Company represents and warrants that it has no knowledge of infringement or misappropriation of any
patent, trademark and copyright or any potential infringement claims with respect to the Product. Company agrees to indemnify, defend and hold Jabil and its employees, Subsidiaries, Affiliates, successors and assigns harmless from and against all
claims, damages payable to third parties, costs and expenses, including reasonable attorneys’ fees, arising from any third party claims (“Claims”) asserted against Jabil and its employees, Subsidiaries, Affiliates, successors and
assigns, to the extent based on any of the following (but excluding any claims covered by Section 16.2): (a) Product, Specifications, Company Proprietary Information and Technology, or any information, technology and processes supplied
and/or required in writing (including by email) by Company of Jabil; (b) actual or alleged noncompliance with Materials Declaration Requirements; (c) that any item in subsection (a) infringes or violates any patent, copyright or other
intellectual property right of a third party, and (d) design or product liability alleging that any item in subsection (a) has caused or will in the future cause damages of any kind. 

16.2. By Jabil. Jabil agrees to indemnify, defend and hold harmless Company and its employees, subsidiaries, affiliates,
successors and assigns from and against all claims, damages, losses, costs and expenses, including reasonable attorneys’ fees, recovered by third parties, arising from any third party claims asserted against Company and its employees,
subsidiaries, affiliates, successors and assigns to the extent based on (i) an allegation that the manufacturing process(es) supplied and used by Jabil hereunder infringe or violate any patent, copyright or other intellectual property right of
a third party; [***] 
 16.3. Procedural Requirements. An indemnified party will provide the indemnifying party prompt
written notice of all Claims and threats thereof, sole control of all defense and settlement activities, and all reasonably requested assistance with respect thereto. An indemnified party may employ counsel, at its own expense to assist the
indemnifying party with respect to any such Claims, provided that if such counsel is necessary because of a conflict of interest with the indemnifying party or its counsel or because such party does not assume control of the defense of a Claim for
which it is obligated to indemnify hereunder, the indemnifying party shall bear such expense. The indemnifying party shall not enter into any settlement that affects the other party’s rights or interests without its prior written approval,
which shall not be unreasonably withheld. 
 17. Relationship of Parties. Jabil shall perform its obligations hereunder as an
independent contractor. Nothing contained herein shall be construed to imply a partnership or joint venture relationship between the Parties. The Parties shall not be entitled to create any obligations on behalf of the other Party, except as
expressly contemplated by this Agreement. The Parties will not enter into any contracts with third parties in the name of the other Party without the prior written consent of the other Party. Each Party will perform its obligations hereunder in
compliance with the United States Foreign Corrupt Practices Act (FCPA) and the UK Bribery Act. 
 18. Insurance. Each Party will keep
its business and properties insured at all times against such risks for which insurance is usually maintained by reasonably prudent Persons engaged in a similar business (including insurance for hazards and insurance against liability on account of
damage to Persons or property and insurance under all applicable workers’ compensation laws). The insurance maintained shall be in such monies and with such limits and deductibles usually carried by Persons engaged in the same or a similar
business. In support of its indemnification obligations, Company shall name Jabil as an additional insured on its General Liability, Automobile and Worker’s Compensation insurance policies and agrees that such insurance shall respond as primary
and noncontributory with any insurance held by Jabil. Nothing herein regarding insurance either limits or increases Company’s indemnification to Jabil. Certificates of Insurance shall be provided within thirty (30) days of the execution of
this agreement and annually thereafter on the anniversary date of this agreement. 

  

					
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 19. Publicity. Without the consent of the other Party, neither Party shall refer to this
Agreement in any publicity or advertising or disclose to any third party any of the terms of this Agreement. Notwithstanding the foregoing, neither Party will be prevented from, at any time, furnishing any information to any governmental or
regulatory authority, including the United States Securities and Exchange Commission or any other foreign stock exchange regulatory authority, that it is by law, regulation, rule or other legal process obligated to disclose, so long as the other
Party is given advance written notice of such disclosure pursuant to Section 13.1. A Party may disclose the existence of this Agreement and its terms to its attorneys and accountants, suppliers, customers and others only to the extent necessary
to perform its obligations and enforce its rights hereunder. [***] 
 20. Force Majeure. Neither Party will be liable for any delay in
performing, or for failing to perform, its obligations under this Agreement (other than the payment of money) resulting from any cause beyond its reasonable control including, acts of God; blackouts; power failures; inclement weather; fire;
explosions; floods; hurricanes; typhoons; tornadoes; earthquakes; epidemics; strikes; work stoppages; labor, component or material shortages; slowdowns; industrial disputes; sabotage; accidents; destruction of production facilities; riots or civil
disturbances; acts of government or governmental agencies, including changes in law or regulations that materially and adversely impact the Party, and U.S. Government priority orders or contracts; provided that the Party affected by such event
promptly notifies (in no event more than ten (10) business days of discovery of the event) the other Party of the event. If a the event giving rise to the delays caused by the force majeure conditions are not cured within sixty (60) days
of the force majeure event, then either Party may immediately terminate this Agreement Termination of this Agreement pursuant to this Section 20 shall not affect Company’s obligation to pay Jabil, as set forth herein. 

21. Miscellaneous. 

21.1. Notices. All notices, demands and other communications made hereunder shall be in writing and shall be given either
by personal delivery, by nationally recognized overnight courier (with charges prepaid), by facsimile or EDI (with telephone confirmation) addressed to the respective Parties at the following addresses: 

 

			
	Notice to Jabil:	  	Jabil Circuit, Inc.
		  	10560 Dr. M.L. King Jr. Street North
		  	St. Petersburg, FL 33716
		  	Facsimile:(____)                        
		  	Attn:                                     
       
		
	with a copy to:	  	Jabil Circuit, Inc.
		  	10560 Dr. M.L. King Jr. Street North
		  	St. Petersburg, FL 33716
		  	Facsimile: (727) 803-3415
		  	Attn: General Counsel
		
	Notice to Company:	  	Tile, Inc.
		  	2121 S. El Camino Real, Suite 900
		  	San Mateo, CA 94403
		  	                                      
                  
		  	Attn: Chief Financial Officer


  

					
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	with a copy to:	  	Tile, Inc.
		  	2121 S. El Camino Real, Suite 900
		  	San Mateo, CA 94403
		  	                                      
                  
		  	Attn: Director, Manufacturing Operations

 21.2. Attorneys’ Fees and Costs. In the event that attorneys’ fees or other
costs are incurred to enforce payment or performance of any obligation, agreement or covenant between the Parties or to establish damages for the breach of any obligation, agreement or covenant under this Agreement, or to obtain any other
appropriate relief under this Agreement, whether by way of prosecution or defense, the prevailing Party shall be entitled to recover from the other Party its reasonable attorneys’ fees and costs, including any appellate fees and the costs, fees
and expenses incurred to enforce or collect such judgment or award and any other relief granted. 
 21.3. Amendment. No
course of dealing between the Parties hereto shall be effective to amend, modify, or change any provision of this Agreement. This Agreement may not be amended, modified, or changed in any respect except by an agreement in writing signed by the Party
against whom such change is to be enforced. The Parties may, subject to the provisions of this Section 21.3, from time to time, enter into supplemental written agreements for the purpose of adding any provisions to this Agreement or changing in
any manner the rights and obligations of the Parties under this Agreement or any Schedule hereto. Any such supplemental written agreement executed by the Parties shall be binding upon the Parties. 

21.4. Partial Invalidity. Whenever possible, each provision of this Agreement shall be interpreted in such a way as to be
effective and valid under applicable law. If a provision is prohibited by or invalid under applicable law, it shall be ineffective only to the extent of such prohibition or invalidity, without invalidating the remainder of such provision or the
remaining provisions of this Agreement. 
 21.5. Monies. All references to monies in this Agreement shall be deemed to
mean lawful monies of the United States of America, 
 21.6. Entire Agreement. This Agreement, the Schedules and any
addenda attached hereto or referenced herein, constitute the complete and exclusive statement of the agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements and negotiations by
and between the Parties. Each Party acknowledges and agrees that no agreements, representations, warranties or collateral promises or inducements have been made by any Party to this Agreement except as expressly set forth herein or in the Schedules
and any addenda attached hereto or referenced herein, and that it has not relied upon arty other agreement or document, or any verbal statement or act in executing this Agreement. These acknowledgments and agreements are contractual and not mere
recitals. In the event of any inconsistency between the provisions of this Agreement and any Schedule and any addenda attached hereto or referenced herein, the provisions of this Agreement shall prevail unless expressly stipulated otherwise, in
writing executed by the Parties. Pre-printed language on each Party’s forms, including purchase orders, shall not constitute part of this Agreement and shall be deemed unenforceable. 

21.7. Binding Effect. This Agreement shall be binding on the Parties and their successors and assigns; provided, however,
that neither Party shall assign, delegate or transfer, in whole or in part, this Agreement or any of its rights or obligations arising hereunder without the prior written consent of the other Party; provided that, either party may, without consent,
assign this Agreement to a successor in connection with a merger, consolidation or sale of all or substantially all of its business or assets subject to the successor in interest agreeing to fully assume all obligations of the assigning Party under
this Agreement. Any purported assignment without such consent shall be null and void, Notwithstanding the foregoing, Jabil shall have the right to assign its rights to receive monies hereunder without the prior written consent of Company. 

  

					
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 21.8. Waiver. Waiver by either Party of any breach of any provision of
this Agreement shall not be considered as or constitute a continuing waiver or a waiver of any other breach of the same or any other provision of this Agreement. 

21.9. Captions. The captions contained in this Agreement are inserted only as a matter of convenience or reference and in
no way define, limit, extend or describe the scope of this Agreement or the intent of any of its provisions. 
 21.10.
Construction. Since both Parties have engaged in the drafting of this Agreement, no presumption of construction against any Party shall apply. This Agreement has been prepared in the English language and the English language shall
control its interpretation. In addition, all notices required or permitted to be given hereunder, and all written, electronic, oral or other communications between the Parties regarding this Agreement shall be in the English language. 

21.11. Section References. All references to Sections or Schedules shall be deemed to be references to Sections of this
Agreement and Schedules attached to this Agreement, except to the extent that any such reference specifically refers to another document. All references to Sections shall be deemed to also refer to all subsections of such Sections, if any. 

21.12. Business Day. If any time period set forth in this Agreement expires upon a Saturday, Sunday or U.S. national;
legal or bank holiday, such period shall be extended to and through the next succeeding business day. 
 21.13. Dispute
Resolution. 
 21.13.1 The Parties shall use good faith efforts to resolve disputes, within twenty (20) business days of
notice of such dispute. Such efforts shall include escalation of such dispute to the corporate officer level of each Party. 

21.13.2 Except as set forth in Section 13 if the Parties cannot resolve any such dispute within said twenty (20) business day
period, the matter shall be submitted to arbitration for resolution, Arbitration will be initiated by filing a demand at the New York, New York regional office of the American Arbitration Association (“AAA”). 

21.13.3 Disputes will be heard and determined by a panel of three arbitrators appointed in accordance with AAA Rules. All arbitrators
must have significant experience in resolving disputes involving electronic manufacturing and design services, 
 21.13.4 Within
fifteen (15) business days following the selection of the arbitrator, the Parties shall present their claims to the arbitrator for determination. Within ten (10) business days of the presentation of the claims of the Parties to the
arbitrator, the arbitrator shall issue a written opinion. To the extent the matters in dispute are provided for in whole or in part in this Agreement, the arbitrator shall be bound to follow such provisions to the extent applicable, In the absence
of fraud, gross misconduct or an error in law appearing on the face of the determination, order or award issued by the arbitrator, the written decision of the arbitrator shall be final and binding upon the Parties. The prevailing Party in the
arbitration proceeding shall be entitled to recover its reasonable attorneys’ fees, costs and expenses including travel-related expenses. Notwithstanding the foregoing, claims for injunctive or other equitable relief for IP infringement or
breach of confidentiality may be brought by either party, immediately at any time, before any court of competent jurisdiction. 

  

					
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 21.13.5 Nothing contained in this Agreement (including, without limitation, the
preceding Sections 21.13.1 through 21.13.4) shall deny either Party the right to seek injunctive or other equitable relief from a court of competent jurisdiction in the context of a bona fide emergency or prospective irreparable harm, and such
an action may be filed and maintained notwithstanding any discussions between the Parties or any arbitration proceeding. 
 21.14.
Other Documents. The Parties shall take all such actions and execute all such documents that may be necessary to carry out the purposes of this Agreement, whether or not specifically provided for in this Agreement. 

21.15. Counterparts. This Agreement may be executed by facsimile and delivered in one or more counterparts, each of which
shall be deemed to be an original and all of which, taken together, shall be deemed to be one agreement. 
 21.16. Governing
Law and Jurisdiction. This Agreement and the interpretation of its terms shall be governed by the laws of the State of New York, without application of conflicts of law principles. The provisions of the United Nations Convention on Contracts
for the International Sale of Goods shall not apply to this Agreement. The Parties hereby agree that the State and Federal Courts with exclusive jurisdiction over disputes shall be located in New York County, New York. 

REMAINDER OF PAGE INTENTIONALLY LEFT BLANK 

  

					
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 IN WITNESS WHEREOF, the Parties have caused this Agreement to be executed by their duly authorized
representatives. 
  

							
	TILE, INC.	  	JABIL CIRCUIT, INC.
				
	By:	  	 /s/ David Cooper
	  	By:	  	 /s/ Ram Dornaca

		  	Signature	  		  	Signature
				
	Name:	  	 David Cooper
	  	Name:	  	 Ram Dornaca

		  	(Print)	  		  	(Print)
				
	Title:	  	 CFO
	  	Title:	  	 Sr. Business Unit Director

				
	Date:	  	March 8, 2017	  	Date:	  	3/8/2017
			
		  		  	JABIL CIRCUIT (SINGAPORE) PTE,LTD.
				
		  		  	By:	  	 /s/ Steven Hodot

		  		  		  	Signature
				
		  		  	Name:	  	 Steven Hodot

		  		  		  	(Print)
				
		  		  	Title:	  	SVP Jabil
				
		  		  	Date:	  	14 March 2017


  

					
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 CONFIDENTIAL 

 

 SCHEDULE 1 

TO MANUFACTURING SERVICES AGREEMENT 

BETWEEN JABIL AND COMPANY 

STATEMENT OF WORK AND/OR SPECIFICATIONS 
  

	 	•	 	 Product Description: 



 

	 	•	 	 Specifications: 



 

	 	•	 	 NRE Costs: 


  

	 	•	 	 Components and Materials Requirements: 



 

	 	•	 	 Test Procedures 



 

	 	•	 	 Packaging and Shipping Specifications 



 

	 	•	 	 Component Suppliers: 



  

					
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