Statement of Work, dated January 27, 2006



 Exhibit 10.47 
 PSA-AVO6-PSA0030 
 Statement of Work
    *         
 Exhibit A 
 * customize SOW numbering by assigning an alpha letter for each country then sequentially number: 
 1,2,3, etc. 
 This Statement of Work (“SOW”) is not an authorization to
proceed until the Avago 
 Technologies, Inc. Operations Procurement Hub has assigned a Purchase Order 
 number. 
 A Statement of Work must be
completed before an order will be placed. 
 This SOW is between Avago Technologies, Inc. c/o Kohlberg, Kravis Roberts & Co,
L.P. 
 (“AVAGO”) and MANPOWER STAFFING SERVICES (M) SDN BHD 
 Project Name: Outsource of indirect buyers 
 Avago Master Agreement # 
 Purchase Order (“PO”) number:
                                         
                    
 (Blanket PO & PO numbers assigned by Avago Operations Procurement Process Team) 
 This Statement of Work is
governed under the Terms and Conditions of the Professional Service Agreement, noted above, between Avago Operating CO, Inc. and Contractor and is fully incorporated therein. All terms used in this Statement of Work, and not otherwise defined, will
have the same meaning as in the Professional Service Agreement. 
 1. Term of SOW: 

									
		 	Commencing Date:	  	December 1, 2005	  		  	
		 	Ending Date:	  	October 31, 2006	  		  	
	
	2. AVAGO Location Information:
		 	Avago Site/Division:	  	Avago Technoloqies	  		  	
		 	Address:	  	350 W. Trimble Rd. 90MG	  		  	
		 	City/State/Zip Code	  	San Jose, CA 95131	  		  	
		 	Country	  	USA	  		  	

 3. RESOURCES ASSIGNED TO THIS SOW 
 3.1. Project Managers 
 The Project
Managers will be the persons authorized to act as the primary point of contact for AVAGO and Contractor and will be responsible for their company’s performance under this SOW. 
  

											
	AVAGO Project Manager:	  		  	Contractor Project Manager:	  	
	Name:	  	Ted Kevranian	  		  	Name:	  	William Cornog	  	
	Title:	  	Project Manager	  		  	Title:	  	Director	  	
	Phone Number:	  	408-435-6165	  		  	Phone Number:	  	646-522-6780 -cell #	  	
	Fax Number:	  	408-435-4251	  		  	Fax Number:	  	No fax yet	  	

  


					
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	E-Mail Address:	  	 Ted.kevranian@
 avagotech.com
	  		  	E-Mail Address:	  	CornW@kkr.com	  		  	

 3.2. Escalation Managers Assigned to this SOW. 
 The Escalation Managers will be the persons authorized to negotiate, in good faith, to resolve disputes relative to responsibilities as contained in this
SOW. 
  

											
	AVAGO Escalation Manager:	  		  	Contractor Escalation Manager	  	
	Name:	  	 	  		  	Name:	  	 	  	
	Title:	  	 	  		  	Title:	  	 	  	
	Phone Number:	  	 	  		  	Phone Number:	  	 	  	
	Fax Number:	  	 	  		  	Fax Number:	  	 	  	
	E-Mail Address:	  	 	  		  	E-Mail Address:	  	 	  	

 4. SCOPE OF WORK: 
 Describe the objective, work product and services to be performed. 
  

	 	•	 	 Day 2 support to GIO functions on their objectives, strategies, and budgets 



	 	•	 	 Assist Avago staff in developing the process for 100 days plan and regular reviews 


 5. SERVICES TO BE DELIVERED UNDER THIS SOW: 
 5.1. Contractor Responsibilities: 
 Please refer to attached SOW 
 Milestones and
Deliverables: 

									
	Performance Metrics
	#	  	 Milestone(s) and/or
 Deliverable(s)
	  	Deliverable Specifications based on
AVAGO’ criteria	  	Cost	  	Completion Date
	1.	  	 	  	Mthly Review w/GIO Functions (HR, Finance, & WPS)	  	 	  	Oct. 31, 2006
	2.	  	 	  	Bi-mthly w/IT	  	 	  	Oct. 31, 2006
	     	  	 	  	 	  	 	  	 
	     	  	 	  	 	  	 	  	 
	     	  	 	  	 	  	 	  	 

 5.2. AVAGO Responsibilities: 
 Monitor value added service delivered by Dick Chang, CEO and Mercedes Johnson CFO. 
  


					
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 5.3. Contractor Employees Assigned to Complete Services & Deliverables 

 * Required only for Time and Material Billing 
         Contractor Employees Assigned 

															
	    Name	 	  Title    	  	Phone    	  	 Description of
 Work being
 performed
	  	Will work be
performed on site?
(Y/N)	  	 Bill Rate if
 applicable
	  	 Start        
 Date        
	  	 End        
 Date        

	  	 	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	  	  	  	  	  	  	  	  	  
	  	 	  	  	  	  	  	  	  	  	  	  	  	  	  

 6. PAYMENT; EXPENSES; AND INVOICES 
 6.1 Payment 
 Payment
by AVAGO Technologies. Inc. AVAGO will pay the undisputed amount due Contractor within forty-five (45) days from the date of the invoice. If any amount claimed by Contractor in any invoice is disputed by AVAGO, the parties will negotiate,
in good faith, to resolve the dispute. Contractor’s acceptance of payment will constitute a waiver of any claims of Contractor for payment for services covered by the disputed invoice. 
 Mailing Address in the America’s: For all PO’s issued by AVAGO sites located in the United States, original invoices for services
performed shall be sent directly to the “Bill-To” address printed on the applicable Purchase Order with a copy sent to the AVAGO Project Manager identified in this SOW. 
 Mailing address outside the America’s: For all PO’s issued by AVAGO sites located outside the United States, the “Bill-To”
instructions on the Purchase Order must be followed. A copy of all invoices must be submitted to the AVAGO Project Manager identified in this SOW. 
 Right to Deny: AVAGO reserves the right to deny payment to Contractor if an invoice is submitted more than ninety (90) days after that portion of the work is complete or expenses were incurred. 
 6.2. Expenses 
 Expenses
shall be paid subject to the Terms and Conditions of the Professional Service Agreement. Travel and per diem must be pre-approved in writing by the AVAGO Project Manager. When travel is required, expenses shall be limited to coach air fare,
reasonable hotel and meals, and mid-size rental car, per AVAGO’s Travel Policy. Expenses will not be billed to AVAGO until it is consumed. Receipts will be submitted upon AVAGO’s request. 
 6.3. Invoices 
 Invoices
should be submitted subject to the Terms and Conditions of the Master Agreement. Unless contract is fixed fee or lump sum, each invoice is to include an detail on the project, including, but not limited to, (1) Consultant, (2) Hours
worked, (3) Bill Rate per hour/day/week, (4) Project Role and contribution, and (5) Expenses, (copies of all receipts to be made available upon AVAGO request). 
 7. OTHER TERMS AND CONDITIONS THAT SHALL APPLY TO THIS SOW 
 7.1. Instructional
Materials: 
 If Contractor retains any rights in instructional materials, (as defined in aforementioned Master Agreement) or
rights in advertising materials, so describe such rights: 
  


					
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 7.2. Copyrights: 
 Describe each party’s rights to copyright any software developed or any modifications or enhancements to existing software developed under this SOW. (if applicable) 
 7.3. Any Additional Matters: 
 FEE AND BILLING
SCHEDULE: 
 Check one: 

					
	 Fixed fee with payment schedule    
	  	 ̈ Lump Sum, one invoice    	  	 ̈ Time & Materials, paid on milestones

 By signing below, it is acknowledged that the financial model has been reviewed and approved by
the AGILENT Functions Financial representative. 
  

					
	 Agreement Sum and Billing Schedule:
	  	 	 	 
	Billing
schedule
	Phase/Milestone	  	Amount    	 	Date
	1. NA	  	 	 	Month/ year
	2. NA	  	 	 	Month/ year
	3. NA	  	 	 	Month/ year
	4. NA	  	 	 	Month /year
	NTE Expenses (Not To Exceed)	  	 	 	 
	Total Agreement Sum (NTE):	  	 	 	 

 Any material change to the scope of work in this SOW will be documented with a change order
request form, agreed, dated and signed by both parties. 
 Any changes to the fees will be negotiated at the time of the change request.

 IN WITNESS WHEREOF, the parties hereto have caused this Statement of Work to be signed by their duly authorized representatives. 
  

							
	 CONTRACTOR:
	  	 	  	 	  	 
	 Signature
	  	Printed Name	  	Title	  	Date
	 


  
	  	 William Cornog
  
	  	 Director VP
  
	  	 1/26/06
  

	 Signature
  
	  	 Printed Name
  
	  	 Title
  
	  	 Date
  

	 Avago Technologies,
Inc. c/o Kohlberg, Kravis Roberts & Co, L.P.
  
	  	 	  	 	  	 
	 Authorized Signature
	  	Printed Name	  	Title	  	Date
	 


  
	  	 Dick Chang
  
	  	 CEO
  
	  	 1/23/06
  

	 Authorized Signature
	  	Printed Name	  	Title	  	Date
	 


  
	  	 Mercedes Johnson
  
	  	 CFO
  
	  	 1/27
  


  


					
	Rev B	  	Avago Operating Company, Inc. Confidential	  	4










													
	E-Mail Address:	  	 Ted.kevranian@
 avagotech.com
	  		  	E-Mail Address:	  	CornW@kkr.com	  		  	

 3.2. Escalation Managers Assigned to this SOW. 
 The Escalation Managers will be the persons authorized to negotiate, in good faith, to resolve disputes relative to responsibilities as contained in this
SOW. 
  

											
	AVAGO Escalation Manager:	  		  	Contractor Escalation Manager	  	
	Name:	  	 	  		  	Name:	  	 	  	
	Title:	  	 	  		  	Title:	  	 	  	
	Phone Number:	  	 	  		  	Phone Number:	  	 	  	
	Fax Number:	  	 	  		  	Fax Number:	  	 	  	
	E-Mail Address:	  	 	  		  	E-Mail Address:	  	 	  	

 4. SCOPE OF WORK: 
 Describe the objective, work product and services to be performed. 
  

	 	•	 	 Day 2 support to GIO functions on their objectives, strategies, and budgets 



	 	•	 	 Assist Avago staff in developing the process for 100 days plans and regular reviews 


 5. SERVICES TO BE DELIVERED UNDER THIS SOW: 
 5.1. Contractor Responsibilities: 
 Please refer to attached SOW 
 Milestones and
Deliverables: 

									
	Performance Metrics
	#	  	 Milestone(s) and/or
 Deliverable(s)
	  	Deliverable Specifications based on
AVAGO’ criteria	  	Cost	  	Completion Date
	1.	  	 	  	Mthly Review w/GIO Functions (HR, Finance, & WPS)	  	 	  	Oct. 31, 2006
	2.	  	 	  	Bi-mthly w/IT	  	 	  	Oct. 31, 2006
	     	  	 	  	 	  	 	  	 
	     	  	 	  	 	  	 	  	 
	     	  	 	  	 	  	 	  	 

 5.2. AVAGO Responsibilities: 
 Monitor value added service delivered by Dick Chang, CEO and Mercedes Johnson CFO. 
  


					
	Rev B	  	Avago Operating Company, Inc. Confidential	  	2