exv10w2



 





Exhibit 10.2









MANUFACTURING AND PRODUCT PURCHASE AGREEMENT



This Manufacturing and Product Purchase Agreement (“PPA”) is made as of March 9, 2007 (“Effective
Date”) by and among Cisco Systems International B.V., a Netherlands corporation, having its
principal place of business at Haalerbergpark, Haalerbergweg 13-19, 1101 CH, Amsterdam, The
Netherlands (“Cisco BV”), and Solectron Corporation, a corporation organized under the laws of
Delaware and having a place of business at 847 Gibraltar Drive, Milpitas, CA 95035 (“CM”), and each
Signing Affiliate (as defined below). CM and each Signing Affiliate are referred to herein
individually as a “Supplier” and collectively as the “Suppliers”. Cisco BV, CM and each Signing
Affiliate are referred to herein individually as a “party” and collectively as the “parties”.



This PPA has the following attachments, which are incorporated into this PPA by this reference and
made a part hereof:




	 	 	 	 	 
	 

	 	Exhibit A
	 	Service Level Addendum
	 

	 	Exhibit B
	 	Cisco BV Proprietary Technology
	 

	 	Exhibit C
	 	Approved Third Parties
	 

	 	Exhibit D
	 	CM Affiliates and Sites
	 

	 	Exhibit E
	 	Form of Authorized Sublicense Agreement
	 

	 	Exhibit F
	 	Split Suppliers at United States Sites






PRELIMINARY UNDERSTANDING



A. Suppliers are engaged in the business of manufacturing products and providing related
manufacturing, assembly, test, materials purchasing, materials management and packaging services
for others.



B. Suppliers have provided manufacturing, assembly, test, materials purchasing, materials
management, packaging, delivery and new product introduction services on behalf of, and under the
direction and oversight of, Cisco BV pursuant to the terms and conditions of that certain Master
Manufacturing Agreement dated effective as of January 31, 2006 between Cisco BV and CM (together
with any amendments thereto, the “Prior MMA”) and that certain Service Level Addendum dated
effective as of July 29, 2002 between Cisco BV and CM (together with any amendments thereto, the
“Prior SLA”).



C. This PPA is intended to supersede and replace in its entirety all prior agreements and
understandings between Cisco BV and the Suppliers with respect to its subject matter, including
without limitation the Prior MMA the Prior SLA, and all exhibits thereto.





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D. Cisco BV desires to have Suppliers manufacture Products (as defined below) and install copies of
Installed Software (as defined below) on Products on behalf of Cisco BV pursuant to the terms and
conditions of this PPA for purchase by or transfer to Cisco BV.



E. The parties intend that this PPA define the general terms and conditions governing any and all
transactions between the parties on a worldwide basis regarding the manufacture of Products by
Suppliers. However, the parties may enter into such other agreements as they may deem to be
necessary, as amended from time to time by the parties (collectively, “Ancillary Agreements”) to
define specific terms and conditions for a particular business model, a particular Product and/or a
particular manufacturing or delivery site. All such Ancillary Agreements must conform to this PPA,
and the terms of this PPA shall prevail and be enforced in the event of any conflict or
inconsistency with any Ancillary Agreement.



F. If Cisco BV and a Supplier agree that such Supplier is to perform additional services outside
the scope of this PPA, including, without limitation, design services, Cisco BV and such Supplier
shall enter into a separate agreement to address the terms and conditions for such additional
services.



NOW, THEREFORE, in consideration of the mutual promises contained herein, the parties agree as
follows:





	1.0	 	DEFINITIONS. The following terms as used in this PPA and its exhibits shall have the
meanings specified below. The parties acknowledge that additional definitions may appear in
the SLA glossary.






	 	•	 	Approved Third Party(ies): Shall mean any third parties that are listed on Exhibit C
hereto and any other third party that Cisco BV designates as an approved third party by
delivery of written notice to Supplier.
	 
	 	•	 	Authorized Sublicense Agreement: Shall have the meaning given in Section 3.2.
	 
	 	•	 	Cisco BV Affiliate: Shall mean any corporation, firm, partnership, or other
entity, whether de jure or de facto, that directly or indirectly owns, is owned by,
or is under common ownership with Cisco BV to the extent of at least 50 percent of
the equity having the power to vote on or direct the affairs of the entity, and any
person, firm, partnership, corporation, or other entity actually controlled by,
controlling, or under common control with Cisco BV.
	 
	 	•	 	Cisco BV Negotiated Components: Shall mean those Components included in a Cisco BV
Purchase Agreement.
	 
	 	•	 	Cisco BV Proprietary Technology: Shall mean Intellectual Property (including, but
not limited to, data, know-how, technical, manufacturing, and marketing
information, designs, drawings, specifications, bills of materials, and documentation of
processes) owned by or licensed to Cisco BV and related to or useful in the manufacture,
testing, assembly, materials purchasing, materials management, packaging and delivery of
Products, including, but not limited to that described in Exhibit B, together with all
Intellectual Property rights embodied therein.





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	 	•	 	Cisco BV Purchase Agreement: Shall mean an agreement between Cisco BV and a
Component supplier which sets forth the terms of purchase of such Components, certain
terms of which will be afforded to Supplier by the Component supplier and used by
Supplier in the purchase of Components in accordance with Section 4.5.
	 
	 	•	 	CM Affiliate: Shall mean any corporation, firm, partnership, or other entity,
whether de jure or de facto, that directly or indirectly owns, is owned by, or is under
common ownership with CM to the extent of at least 50 percent of the equity having the
power to vote on or direct the affairs of the entity, and any person, firm,
partnership, corporation, or other entity actually controlled by, controlling, or under
common control with CM.
	 
	 	•	 	COMBAT: Shall mean CSI’s Outsource Manufacturing Business Analysis Tool, a
collection of tools that primarily supports the determination of costs. It includes
tools to create, upload, and manage quotes to suppliers and tools to maintain supply
channels. It also includes tools for running costed BOMs, setting standard costs,
understanding BOM risk, and running cost savings analysis, as well as other tools
related to the quoting, pricing and Channel Cost creation process.
	 
	 	•	 	Components: Shall mean all materials, individual components and assemblies which
are ultimately to be incorporated into a Product or are designated to be incorporated
into a Product.
	 
	 	•	 	CSI: Shall mean Cisco Systems, Inc.
	 
	 	•	 	Electronic Forecast: Shall be that non-binding electronic forecast submitted by
Cisco BV to Supplier on a periodic basis identifying Cisco BV’s potential Product needs
over a rolling period of at least fifty-two (52) weeks.
	 
	 	•	 	Epidemic Failure: Shall be deemed to have occurred if during the Epidemic Failure
Period a repetitive defect [ * ] and is traceable to a Single Root Cause (including
multiple types of failures traceable to a Single Root Cause) that occurs in more than [
* ] of a particular Product occurring over any consecutive [ * ].
	 
	 	•	 	Epidemic Failure Period: Shall mean the period set forth in Section 4.3.2.
	 
	 	•	 	ERP (“Enterprise Resource Planning”): Shall mean the primary business transaction
system used by Cisco BV and CM including manufacturing, purchasing, financial,
inventory, and order management transactions.
	 
	 	•	 	Installed Software: Shall mean computer software, in whatever medium or form, that
constitutes Cisco BV Proprietary Technology and that is provided to Suppliers
pursuant to a limited license hereunder for the sole purpose of Supplier performing the
service of installing copies of such software onto Products on behalf of Cisco BV.
	 
	 	•	 	Intellectual Property: Shall mean any and all tangible and intangible: (i) rights
associated with works of authorship throughout the world, including but not limited to
copyrights, neighboring rights, moral rights, and mask works, databases, topography
rights and all derivative works thereof, (ii) trademark and trade name rights and
similar rights, (iii) trade secret rights, confidentiality and other proprietary





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	 	 	 	rights
including all rights to know-how and other technical information, (iv) patents,
registered designs, design rights, algorithms and other industrial property rights, (v)
rights in the nature of unfair competition rights and rights to sue in passing off
Cisco BV products as counterfeit products, (vi) all other intellectual and industrial
property rights (of every kind and nature throughout the world and however designated)
whether arising by operation of law, contract, license, or otherwise, and (vii) all
registrations, initial applications, renewals, extensions, continuations, divisions or
reissues thereof now or hereafter in force (including any rights in any of the
foregoing).
	 
	 	•	 	Liable Component: Shall mean either: (i) a Component that is outside the
definition of Non-Liable Component; or (ii) any Component once it has entered WIP.
	 
	 	•	 	Loaned Equipment: Shall mean that capital equipment (including tools) which is
loaned to Supplier by Cisco BV or a Cisco BV Affiliate to be used in the
manufacturing process, to which Cisco BV or a Cisco BV Affiliate retains title.
	 
	 	•	 	Non-Liable Component: Shall mean a Component which does not contain any Cisco BV
Intellectual Property and does not require alteration in a manner based on specific
requirements unique to Products or for which Supplier has an alternative redistribution
channel, in each case until such time as such Component has entered WIP.
	 
	 	•	 	Packout: Shall mean the moment in the production process when all configuration,
testing and packaging of a Product for which there is a sales order issued under this
PPA is complete.
	 
	 	•	 	PO: Shall mean a document that shows the supplier or vendor from whom a purchase is
being made, what is being purchased, and the amount of the purchase.
	 
	 	•	 	Price: Shall mean the agreed purchase price of Products and/or Supplier services as
established by the parties and recorded in COMBAT.
	 
	 	•	 	Product: Shall mean any product or other item that has a Cisco BV SKU, including
any Components included within that product or other item.
	 
	 	•	 	Root Cause Failure Analysis: Shall mean an analysis prepared by Supplier which
specifies and logs the reason for the failure, the event causing the failure, the
conditions leading to the event, the failure mechanism and the recommended corrective
actions.
	 
	 	•	 	Scrap Policy: Shall mean Cisco BV’s Scrap Policy and Process Document identified in
the SLA for all Products or Components purchased or manufactured by or on behalf of or
at the request of Cisco BV.
	 
	 	•	 	Shipment Date: Shall mean the most current required delivery date on or after the
factory completion date (“FCD”) as specified via the Cisco BV ERP on a per order basis.





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	 	•	 	Signing Affiliate: Shall mean any CM Affiliate listed on Exhibit D who signs and
becomes a party to this PPA and thereby becomes a “Supplier”.
	 
	 	•	 	Single Root Cause: Shall mean Product failures which are traceable to a single
source or Component.
	 
	 	•	 	SKU: Shall refer to Stock Keeping Unit and shall mean the identification, which is
usually alphanumeric, for tracking a Product for inventory purposes.
	 
	 	•	 	SLA: Shall mean the Service Level Addendum attached hereto as Exhibit A, as it
may be amended and/or expanded by the parties throughout the term of this PPA.
	 
	 	•	 	Specifications: Shall mean the respective specifications for each Product as set
forth in this PPA and Ancillary Agreements, including, without limitation, product
design drawings, approved vendor listings, Component descriptions (including approved
substitutions), manufacturing process requirements, testing parameters and standards,
equipment and quality control requirements, new product introduction standards as
agreed in writing for products that have commenced their first commercial run, and or
other relevant documentation and information.
	 
	 	•	 	Split Supplier: Shall mean those Suppliers listed on Exhibit F which manufacture
and sell Products from Supplier sites located in the United States to both CSI and
Cisco BV. To the extent a Supplier has sites located within and without the United
States in the same Supplier legal entity, the parties agree that the term “Split
Supplier” only relates to the Supplier’s sites in the United States within such
Supplier legal entity.
	 
	 	•	 	Stores: Shall mean a physical controlled location for the storage of Component
inventory.
	 
	 	•	 	Supplier Negotiated Components: Shall mean those Components which are not Cisco
BV Negotiated Components.
	 
	 	•	 	Territory: Shall mean the United States, Mexico, Central America, and South America.
	 
	 	•	 	Third Party Customer: Shall mean a customer that is not a Cisco BV Affiliate.
	 
	 	•	 	WIP or Work in Process: Shall mean those Components as withdrawn from Stores
inventory and placed on the manufacturing line for purposes of
manufacturing or testing, provided that such withdrawal (i) conforms to Cisco BV’s or,
if applicable, an Approved Third Party’s, demand signaling and (ii) is undertaken in
accordance with the inventory management and flexibility requirements of this PPA and
the SLA. All such Components shall remain classified as WIP until transformed to a
finished Product or returned to Stores inventory.
	 
	 	•	 	Work Product: Shall mean all specifications, designs, discoveries, inventions,
products, modifications, computer programs, technical information, procedures,
processes, improvements, developments, drawings, notes, documents, information and
materials made, conceived, reduced to practice or developed by Supplier (or an





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	 	 	 	authorized sublicensee) which result from, relate to or arise out of its performance
under this PPA and relate to the Products or Cisco BV Proprietary Technology, and all
Intellectual Property rights therein, [ * ].






	2.0	 	MANUFACTURE AND PURCHASE OF PRODUCTS
	 
	2.1	 	Manufacture of Products and Related Services. Under the direction and oversight of
Cisco BV, including, without limitation, its quality control requirements, each Supplier
shall (a) manufacture Products and Components and either (i) sell Products immediately
following completion of Packout to Cisco BV, or (ii) transfer or sell Products to another
Supplier or to an Approved Third Party either for subsequent sale to Cisco BV or for
incorporation into other Products that are sold to Cisco BV by such other Supplier or an
Approved Third Party, or (iii) transfer or sell Components to another Supplier or to an
Approved Third Party for incorporation into Products that are sold to Cisco BV by such other
Supplier or an Approved Third Party; and (b) perform all necessary and appropriate ancillary
activities pursuant to this PPA, including without limitation the installation of copies of
Installed Software on Products on behalf of Cisco BV, and the provision of assembly, test,
failure analysis, materials purchasing, materials management, packaging, new Product
introduction, and delivery services to Cisco BV or Cisco BV’s designated recipients in
accordance with all SLA terms, Specifications, cycle times, Price and other applicable
quality requirements, as they may be amended by the parties from time to time. Each
Supplier shall design, measure and maintain capable, technologically current processes for
manufacturing Products that are consistent with the technology requirements for such
Products. Such processes shall include, without limitation, new product introduction
services, such as design for manufacturing, design for test and design for assembly. Each
Supplier’s manufacturing processes shall correspond to all Specifications, including,
without limitation, any new product introduction standards provided by Cisco BV. Each
Supplier agrees to employ effective controls to identify and contain Product defects. No
other party shall have any right to the output of Products or Liable Components of any
Supplier, except as specifically provided in this PPA. No Supplier shall have any right to
deal with or dispose of Products or Liable Components except as explicitly authorized in
this PPA, nor to sell Products or Liable Components to, or to install copies of Installed
Software for, any party, except as specifically provided in this PPA.
	 
		 	2.1.1 Scope. The scope of the manufacturing and related services provided for in
this Agreement extends to all Products purchased by Cisco BV for sale by Cisco BV. For the
avoidance of doubt, this PPA shall not extend to Products purchased by CSI from (i) the
United States sites of Split Suppliers for sale by CSI to Third Party Customers in the
Territory as contemplated by Section 2.2, or (ii) the United States sites of other Suppliers
named in CSI’s Manufacturing and Product Purchase Agreement with CM and the Signing
Affiliates named therein.
	 
		 	2.1.2 Cisco BV Retention of Title to Cisco BV Proprietary Technology including Installed
Software. Notwithstanding any other term of this PPA, Suppliers acknowledge that, as
between each Supplier and Cisco BV, all right, title and interest in and to the Cisco BV
Proprietary Technology, including Installed Software and all copies thereof, are held by
Cisco BV, and that Suppliers’ only right in connection with the Installed Software and all
copies thereof is to install them on Products. Nothing in this PPA, including but not





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	 	 	limited to the definition of Products, or the use of words “sale” or “sell”, shall be
interpreted to mean or infer that any Supplier is selling any Cisco BV Proprietary
Technology, including Installed Software, to Cisco BV, another Supplier or an Approved Third
Party.
	 
	2.2	 	Certain Orders.
	 
		 	2.2.1 Split Suppliers. CM and each applicable Supplier shall notify Cisco BV
promptly in the event (i) there is a change in ownership representing [ * ] or more of the
equity ownership of any Supplier, (ii) any Supplier closes or relocates a United States
site, or (iii) any Supplier or other CM Affiliate opens a new United States site. Exhibit F
may be amended from time to time to provide for additional Supplier sites, if any, within
the United States.
	 
		 	2.2.2 Orders Placed with Split Suppliers. Each United States site of a Split
Supplier shall accept and act on POs issued to it by or on behalf of either Cisco BV or CSI.
CSI is a party to a Manufacturing and Product Purchase Agreement with each Split Supplier.
Due to information system constraints CSI does not currently issue and account for POs in
its own name to a Split Supplier. With respect to the United States site(s) of Split
Suppliers, each Product for which there is, from the time immediately prior to entering WIP
through the time of Packout in the United States by a Split Supplier at a Split Supplier
site identified on Exhibit F, a Third Party Customer order that specifies a bill-to address
located within the Territory shall be built for CSI and deemed a CSI order under CSI’s
Manufacturing and Product Purchase Agreement; all other orders shall be built for Cisco BV
by such Split Supplier under this PPA and shall be deemed a Cisco BV order under this PPA.
	 
		 	2.2.3 No Specific Third Party Customer Order. With respect to POs for Products that
are issued to a United States site of a Split Supplier for which there is no specific Third
Party Customer order that specifies a bill-to address located within the Territory from the
time immediately prior to entering WIP through the time of Packout in the United States,
such Product shall be built for Cisco BV under this PPA and shall be deemed a Cisco BV order
under this PPA. If at any time a Split Supplier does not have access to pertinent bill-to
information with respect to particular Products or is not provided the bill-to information
for such Products by Cisco BV or CSI, then such Products shall be built for and sold to
Cisco BV by such Split Supplier under this PPA.
	 
		 	2.2.4 Invoicing for CSI Orders. Unless otherwise instructed by CSI or Cisco BV,
each Split Supplier shall invoice CSI in the name of Cisco BV for all POs for Products sold
from a Split Supplier site identified on Exhibit F that are allocated to CSI pursuant to
this Section 2.2. CSI shall be liable to pay such Split Supplier for such invoices and
shall do so through Cisco BV. The provisions of this Section 2.2 are for administrative and
logistical convenience to address the information system constraints of CSI and shall not
render or be deemed to render Cisco BV an agent of CSI, or vice versa, for any purpose.
	 
	2.3	 	Source Inspection. During the term of this PPA and during the implementation of
any Transition Plan (as defined in Section 10.5.3), Cisco BV shall have the right, at its
discretion, to inspect, review, monitor and oversee, and verify for compliance, during
regular business hours upon reasonable notice, the work being performed and the





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	 	 	Products
being manufactured under this PPA, including, without limitation, the right to direct that
all work relating to a deficient process be stopped in whole or in part until further
notice.
	 
	3.0	 	LIMITED LICENSE, OWNERSHIP, LIMITED RIGHT TO SUBLICENSE
	 
	3.1	 	Cisco BV Proprietary Technology; Grant of Limited License. Subject to the conditions
and limitations of this PPA, Cisco BV hereby grants each Supplier a non-exclusive,
non-assignable limited license to use the Cisco BV Proprietary Technology and Work Product for
the sole purposes of manufacturing Products and Components for transfer or sale on the terms
and conditions of Section 2 and providing ancillary services under the terms of this PPA,
provided, however, that the only right granted to each Supplier in connection with the
Installed Software is to perform the services of installing copies of such Installed Software
on Products on behalf of Cisco BV in accordance with Specifications.
	 
	3.2	 	Limited Right to Sublicense. Cisco BV hereby grants to each Supplier the limited
right to sublicense the rights granted in Section 3.1 only to (i) CM Affiliates who are not
Signing Affiliates and (ii) Approved Third Parties, in each case only pursuant to a binding
written sublicense agreement in substantially the form attached hereto as Exhibit E
(“Authorized Sublicense Agreement”) and solely for the purposes of manufacturing Products or
Components for ultimate sale or transfer to Cisco BV and Approved Third Parties and of
installing copies of Installed Software on Products on behalf of Cisco BV. Except as
expressly permitted in this Section 3.2, no Supplier may assign, sublicense or otherwise
transfer any of its rights under the license granted in Section 3.1 without the express, prior
written consent of Cisco BV, which consent Cisco BV may grant or deny in its sole discretion.
Each Supplier will provide Cisco BV with fully executed copies of any Authorized Sublicense
Agreement it enters into within 30 days of execution.
	 
		 	3.2.1 Exception to Sublicense Requirement. Notwithstanding the above, if an
Approved Third Party is a party to a Manufacturing and Product Purchase Agreement with Cisco
BV that contains a grant of the rights granted in Section 3.1 to such Approved Third Party,
or if an Approved Third Party is a sublicensee under an Authorized Sublicense Agreement with
a party to a Manufacturing and Product Purchase Agreement with Cisco BV that contains a
grant of the rights granted in Section 3.1 to
such Approved Third Party, no additional Authorized Sublicense Agreement will be required in
connection with such Approved Third Party.
	 
	3.3	 	License Restrictions. Each Supplier agrees:
	 
		 	 (i) not to engage in, facilitate or authorize others to engage in, the reverse engineering,
disassembly or the decompilation of any of the Cisco BV Proprietary Technology;
	 
		 	 (ii) not to disclose the Cisco BV Proprietary Technology or Work Product to any third party,
unless pursuant to an Authorized Sublicense Agreement as provided in Section 3.2 or unless
agreed to via prior written approval by Cisco BV and documented as required by Cisco BV;





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		 	(iii) not to use the Cisco BV Proprietary Technology or Work Product for its own benefit or
the benefit of others, or to the detriment of Cisco BV or any Cisco BV Affiliate; and
	 
		 	(iv) to secure and protect the Cisco BV Proprietary Technology and Work Product with at
least the same degree of care it utilizes with respect to its own and/or CM’s most valued
proprietary information, and in any event, no less than a reasonable standard of care.
	 
	3.4	 	Ownership. As between Cisco BV and each Supplier, all right, title, and interest in
the Cisco BV Proprietary Technology and Work Product are and shall remain solely with Cisco
BV, subject to the limited license granted herein. Each Supplier hereby irrevocably assigns,
transfers and conveys to Cisco BV any rights such Supplier may have, or may hereafter acquire,
or may purport to have or hereafter acquire, in or to any Cisco BV Proprietary Technology or
Work Product worldwide. To the extent Work Product is a “work made for hire” under applicable
copyright law, it shall be considered a “work made for hire” from the moment of creation, the
copyright of which shall be owned exclusively by Cisco BV worldwide. To the extent such Work
Product does not qualify as a “work made for hire” under applicable copyright law, all right,
title and interest that any Supplier may have in and to same is hereby assigned, transferred
and conveyed from the moment of creation exclusively to Cisco BV. Each Supplier shall execute
such documents, render such assistance, and take such other action as Cisco BV may reasonably
request, at Cisco BV’s expense, to further evidence such assignment and to apply for,
register, perfect, confirm, and protect Cisco BV’s rights to the Cisco BV Proprietary
Technology and Work Product. The parties acknowledge that any right to Work Product assigned,
transferred or conveyed to Cisco BV may be further assigned, transferred or conveyed by Cisco
BV.
	 
	3.5	 	Waiver of Moral Rights. Each Supplier represents that it has or will obtain a waiver
of moral rights from each individual who performs work in connection with this PPA, including
without limitation, a waiver regarding the right to the integrity of any Work Product, the
right to be associated with any Work Product, the right to modify any Work Product in any way,
the right to prevent the use of any Work Product in association with any product, service,
cause or institution, and the right to restrain the publication of any Work Product throughout
the world. Supplier hereby waives any and all moral rights,
including without limitation any right to identification of authorship or limitation on
subsequent modification that Supplier (or its employees, agents or consultants) has or may
have in any Work Product and any derivatives, improvements or modifications thereof.
Supplier hereby undertakes to ensure that its employees, agents and consultants are
contractually bound to the foregoing terms.
	 
	3.6	 	Attorney In Fact. Each Supplier agrees that if Cisco BV is unable because of such
Supplier’s unavailability, dissolution or incapacity, or for any other reason, to secure such
Supplier’s signature to apply for or to pursue any application for any United States or
foreign patents or copyright registrations covering the Work Product and/or inventions and
developments assigned to Cisco BV as provided above, then such Supplier hereby irrevocably
designates and appoints Cisco BV and its duly authorized officers and agents as such
Supplier’s agent and attorney in fact, to act for and in such Supplier’s behalf and stead to
execute and file any such applications and to do all other lawfully permitted acts 





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	 	 	to further
the prosecution and issuance of patents and copyright registrations thereon with the same
legal force and effect as if executed by such Supplier.
	 
	4.0	 	WARRANTY
	 
	4.1	 	By Suppliers.
	 
		 	4.1.1 Representations. Each Supplier represents to Cisco BV that (i) each Product
purchased hereunder from such Supplier will be free and clear of all liens, claims, and
encumbrances created or caused by any Supplier; [ * ] (iii) all manufacturing processes,
excluding manufacturing processes provided by Cisco BV, utilized and services provided
hereunder by such Supplier are either owned or properly licensed by such Supplier or are in
the public domain and do not infringe any proprietary rights of any third party; (iv) it has
the full authority to enter into this PPA and to carry out its obligations hereunder; and
(v) its compliance with the terms and conditions of this PPA shall not violate any
applicable federal, state or local laws, regulations or ordinances or any third party
agreements in effect at the time of manufacture of a particular Product.
	 
		 	4.1.2 Product Warranty. The warranty period for each Product shall be [ * ] from
the date of shipment from a Supplier facility or as otherwise agreed to in writing by the
parties (the “Warranty Period”). Each Supplier warrants during the Warranty Period each
such Product: (i) shall be new and unused; (ii) shall comply in all respects with the
Specifications applicable as of the date of manufacture; [ * ].
	 
	


   	 	   4.1.2.1   [ * ]
	 
	

   	 	   4.1.2.2   [ * ]
	 
		 	4.1.3 Failure Analysis. [ * ] Further, the applicable Supplier shall deliver
replacement Products and/or Components to a location designated by Cisco BV within [ * ]
after receipt of Cisco BV’s request for replacement dependent upon Product and/or
Component availability. Subject to Section 4.1.2 above, any Product repaired under
warranty is warranted for the period of time remaining in the original warranty for the
Product, but no less than [ * ]. Any Product that is replaced with a new Product shall be
provided with a full new Product warranty as set forth in Section 4.1.2. Each
Supplier shall adhere to the failure analysis procedure as set forth in the SLA and
provide to Cisco BV a failure analysis report specifying the reason for failure of any
non-conforming Product and/or Component (this obligation shall continue for one year
beyond the Warranty Period) and recommendations for corrective actions. Once the
conditions leading to the failure have been discovered, subject to Cisco BV approval, the
applicable Supplier shall implement corrective actions to remove all conditions leading to
another like failure. The event causing the failure, the conditions leading to the event,
the failure mechanism, and recommended corrective actions shall be logged by the
applicable Supplier in a Root Cause Failure Analysis report to be provided to Cisco BV.
[ * ].
	 
	 	 	In the event that no defect is found in a Product and/or Component submitted by Cisco BV
for Root Cause Failure Analysis or the failure is not covered by the warranty set forth in
Sections 4.1.1 and 4.1.2 above, Cisco BV shall be responsible for all reasonable 





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	 	 	costs
incurred by CM in conducting the Root Cause Failure Analysis; provided, however, that to
the extent Cisco BV has retained any Supplier to perform Root Cause Failure Analysis under
a separate agreement, Cisco BV shall not be obligated to pay such Supplier for any costs
other than those set forth in such agreement.
	 	 	[ * ]
	 
		 	4.1.4 Except as otherwise set forth herein, the warranty set forth in Section 4.1.2, above,
does not apply and no Supplier shall have any liability under the warranty to the extent
that the Product: [ * ]
	 
	 	 	[ * ]
	 
		 	4.1.5 Component Warranty Assignment. Upon Cisco BV’s request, to the extent
permitted by the applicable Component supplier agreement, the applicable Supplier shall
assign to Cisco BV such Supplier’s right to enforce any warranty claims relating to
Components contained within a Product. In its contracts with Components suppliers, each
Supplier shall use reasonable commercial efforts to ensure that warranty claims may be
assigned to Cisco BV. If any Supplier is unable to include such terms in its supplier
contracts, such Supplier shall promptly notify Cisco BV. Further, each Supplier shall
provide to Cisco BV all reasonable assistance in pursuing any such claim, including at
minimum, providing all purchase records, failure data and prior claim history. In the
event that a party should assign any rights it may have in accordance with this section,
the assignor shall release and indemnify the assigning party from any liability that may
arise due to a failure or defect in the subject Components.
	 
	4.2	 	By Cisco BV
	 
	 	 	Cisco BV warrants that at the time of delivery by Cisco BV or an affiliate of Cisco BV,
Cisco BV or the affiliate of Cisco BV, applicable, has the right to provide the Loaned
Equipment. In the event of a breach of the foregoing warranty, Cisco BV shall at its option
replace or repair Loaned Equipment. CM’S SOLE AND EXCLUSIVE REMEDY AND CISCO BV’S ENTIRE
LIABILITY FOR BREACH OF THE WARRANTY SET FORTH IN THIS SECTION 4.2 IS AS STATED IN THIS
SECTION.
	 
	4.3	 	Epidemic Failure.
	 
		 	4.3.1 Epidemic Failure—Procedure: [ * ]. In the event of an Epidemic
Failure, the discovering party shall promptly notify the other parties in writing upon
discovery of the failure (the “Epidemic Failure Notice”). CM shall be responsible for
managing the Epidemic Failure for both Cisco BV Negotiated Components and Supplier
Negotiated Components and shall implement the following procedures:
	 
		 	(i) the applicable Supplier shall inform Cisco BV of its preliminary plan for problem
diagnosis within one (1) business day of the Epidemic Failure Notice;
	 
		 	(ii) CM shall work with the applicable Suppliers to diagnose the problem, conduct Root Cause
Failure Analysis, and plan an initial work-around. [ * ];





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		 	(iii) Each Supplier shall adhere to the failure analysis procedure as set forth in the SLA
and CM shall provide to Cisco BV the Root Cause Failure Analysis Report. Once the
conditions leading to the Epidemic Failure have been discovered, subject to Cisco BV
approval each Supplier shall implement corrective actions to effect a permanent solution and
remove all conditions leading to another like failure. To provide adequate failure
analysis, each Supplier agrees to maintain sufficient processes as agreed to in the failure
analysis statement of work to allow it to be able to identify the cause of any Epidemic
Failure in a Product. If necessary, Product changes shall be implemented in a manner
consistent with the requirements of the SLA;
	 
	 	 	[ * ]
	 
		 	(v) Each Supplier shall provide to Cisco BV, upon request, all information relevant to the
Epidemic Failure.
	 
		 	4.3.2 Epidemic Failure—Costs and Indemnification.
	 
	 	 	[ * ]
	 
	4.4	 	THE WARRANTIES CONTAINED IN THIS SECTION ARE IN LIEU OF, AND EACH PARTY EXPRESSLY DISCLAIMS,
ALL OTHER REPRESENTATIONS AND WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR ARISING BY COURSE OF
DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING WITHOUT LIMITATION
THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE AND FITNESS FOR A PARTICULAR USE.
	 
	4.5	 	Pass-Through Terms.
	 
		 	(a) Sale of Components to Approved Third Parties. Each Supplier shall ensure that
sales by a Supplier to an Approved Third Party shall be made on the terms of Sections 4
(Warranty), 5.1.3 (Risk of Loss and Damage Borne by Supplier), 7.1.1, 7.2.1, 7.3, 7.5 and
7.6 (Indemnity), 8.1(a) (Price), 8.2 (Competitive Pricing), 8.3 (Taxes), 9 (Shipment Terms)
and 11(a) (Limitation of Liability) of the PPA (collectively, the “Selling Flow-Through
Terms”), such that an Approved Third Party shall have rights substantially similar to the
rights afforded to Cisco BV under such sections of the PPA,
and that any remedy provided by a Supplier to an Approved Third Party under the Selling
Flow-Through Terms for such a sale shall be enforceable by either Cisco BV or such Approved
Third Party, but not both Cisco BV and such Approved Third Party, even though the sale is
made to such Approved Third Party. Cisco BV agrees to use reasonable commercial efforts to
enter into an agreement with each Approved Third Party that contains an acknowledgement from
the Approved Third Party similar to the language contained in Section 4.5(b) below.
	 
		 	(b) Purchase of Components by Suppliers.






    
 (1) Purchases of Components from Component Suppliers other than Approved Third
Parties. Each Supplier acknowledges that Cisco BV has entered into Cisco BV Purchase
Agreements with certain Component suppliers (excluding Approved Third Parties who have
executed Manufacturing and Product Purchase Agreements with Cisco




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BV similar to this PPA
(“Similar PPAs”)), and that such Component suppliers (excluding Approved Third Parties who
have executed Similar PPAs) have agreed to afford to the Suppliers the benefits of certain
terms of such Cisco BV Purchase Agreements, including terms related to warranty, subject to
specified applicable conditions and limitations (the “Component Supplier Purchasing
Pass-Through Terms”). Each Supplier agrees to accept the Component Supplier Purchasing
Pass-Through Terms, including all specified applicable conditions and limitations, and to
include such terms in the terms of its purchases of Components from Component suppliers.
Each Supplier agrees that in the event of a conflict between such Supplier’s purchase order
and the Component Supplier Purchasing Pass-Through Terms, the Component Supplier Purchasing
Pass-Through Terms shall prevail. Each Supplier hereby agrees that it will not enforce its
rights against a Component supplier with respect to a transaction governed by Component
Supplier Purchasing Pass-Through Terms, whether in such Supplier’s capacity as a buyer or
seller, if Cisco has elected to enforce the transaction terms directly against such
Component supplier. For transactions governed by Component Supplier Purchasing Pass-Through
Terms, in the event that Cisco elects to enforce such transaction terms directly against a
Component supplier, Cisco shall first obtain the relevant Supplier’s consent, provided that
in the event a Supplier does not enforce the transaction terms against a Component supplier
after a written request from Cisco, Cisco may enforce such terms directly against the
Component supplier without obtaining Supplier’s consent.




     (2) Purchases of Components from Approved Third Parties who Have Executed
Manufacturing and Product Purchase Agreements with Cisco BV. Each Supplier acknowledges
that Cisco BV has entered into or is in the process of entering into Similar PPAs with
certain Approved Third Parties, pursuant to which such Approved Third Parties have agreed or
are expected to agree to afford to the Suppliers the benefits of certain terms of such
Similar PPAs, including terms related to warranty (collectively, the “Purchasing
Pass-Through Terms”). Each Supplier agrees to accept the Purchasing Pass-Through Terms,
including all specified applicable conditions and limitations, and to include such terms in
the terms of its purchases of Components from Approved Third Parties who have executed
Similar PPAs. Each Supplier agrees that in the event of a conflict between such Supplier’s
purchase order and the Purchasing Pass-Through Terms, the Purchasing Pass-Through Terms
shall prevail. Each Supplier hereby agrees
that it will not enforce its rights against an Approved Third Party with respect to a
transaction governed by Purchasing Pass-Through Terms, whether in such Supplier’s capacity
as a buyer or seller, if Cisco has elected to enforce the transaction terms directly against
such Approved Third Party.




	5.0	 	TITLE AND RISK
	 
	5.1	 	Title and Risk of Loss.
	 
		 	5.1.1 Title. Subject to compliance with the terms and conditions of this PPA,
including Section 2.2 with respect to orders placed with Split Suppliers, together with its
exhibits and any Ancillary Agreements, Cisco BV shall have title to each Product immediately
following the completion of Packout and, if applicable, export clearance. Cisco BV shall
not hold title to (i) any Products prior to completion of Packout or (ii) any Components,
except as may be provided in a separate warehousing, consignment or





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	 	 	other agreement between
the parties. In no event shall the purchase of Products by Cisco BV hereunder be deemed to
constitute a purchase of Cisco BV Proprietary Technology, including Installed Software or
any copies thereof, for which (as between Cisco BV and each Supplier) all right, title and
interest shall at all times remain with Cisco BV.
	 
		 	5.1.2 Risk of Loss and Damage Borne By Cisco BV. Notwithstanding passage of title
to a Product to Cisco BV immediately following the completion of Packout of such Product as
provided in Section 5.1.1, Cisco BV shall bear the risk of loss and damage for a Product
only when such Product has both completed Packout and has been loaded on a carrier’s means
of transport at the applicable Supplier’s premises.
	 
		 	5.1.3 Risk of Loss and Damage Borne by Supplier. Supplier shall bear the risk of
loss and damage with respect to Components and Products while such Components and Products
are in Supplier’s care, custody or control (which in the case of Products that have
completed Packout shall be deemed to continue until such Products have been loaded on a
carrier’s means of transport at Supplier’s premises). In addition, Supplier shall bear the
risk of loss and damage for: (i) Products that have not completed Packout while in transit
between Suppliers and/or CM Affiliates (meaning between related CM entities), or between
Suppliers and/or Approved Third Parties; and (ii) Components while in transit (a) between
Suppliers and/or CM Affiliates (meaning between related CM entities), (b) between Suppliers
and/or Approved Third Parties (subject to any different arrangements between Suppliers and
any such [ * ] or (c) from a Component supplier to any Supplier (subject to any different
arrangements between any Component supplier and such [ * ]. Supplier’s liability for lost
or damaged Components or Products, [ * ].
	 
		 	5.1.4 Loaned Equipment. Cisco BV or a Cisco BV Affiliate if it provides Loaned
Equipment shall retain all right, title and interest to any Loaned Equipment. Each Supplier
shall bear all risk of loss and damage with respect to all such Loaned Equipment as of its
receipt at such Supplier’s location and at all times such Loaned Equipment is in Supplier’s
care, custody or control. [ * ].
	 
		 	5.1.5 Products and Loaned Equipment. Products (immediately following completion of
Packout of such Products) and any Loaned Equipment shall be collectively referred to as
“Cisco BV Property.”
	 
	5.2	 	Cisco BV Property. Except with Cisco BV’s prior written consent, Supplier shall use
Cisco BV Property solely to discharge its obligations under this PPA.
	 
	6.0	 	CONFIDENTIALITY
	 
	6.1	 	PPA As Confidential Information. The parties shall treat the terms and conditions
and the existence of this PPA as Confidential Information (as such term is defined in the NDA
referenced below).
	 
	6.2	 	Confidential Information. Upon execution hereof, the parties shall comply with the
provisions of that certain Master Non-Disclosure Agreement executed by CM and CSI on September
28, 2001 (the “NDA”). Suppliers agree that Cisco BV may disclose Supplier Confidential
Information to third parties involved in the manufacture of Products,





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	 	 	including without
limitation other Cisco BV contract manufacturers and suppliers. Any such disclosure shall be
subject to a nondisclosure agreement.
	 
	6.3	 	Information Exchange. The parties acknowledge that during the course of each
Supplier’s manufacture and sale of Products to Cisco BV, information shall be exchanged with
Cisco BV electronically. The parties affirm that the terms of the Agreement for e-Hub
Access and Use Agreement dated August 28, 2004 shall apply to all such information exchange.
	 
	7.0	 	INDEMNIFICATION
	 
	7.1	 	 General Indemnity.
	 
	 	 	[ * ]
	 
	7.2	 	 Infringement Indemnity.
	 
	 	 	[ * ]
	 
	7.3	 	Continued Use. If Cisco BV or any of Cisco BV’s customers are prevented or are
likely to be prevented from obtaining, selling, importing, or using Products or any Components
thereof by reason of any Cisco BV Claims relating to actual or potential infringement as
detailed in Section 7.2.1, then CM together with each other Supplier shall, at their sole
expense, either: (i) obtain all rights required to permit the manufacture and sale of such
Products or any Components thereof by any Supplier, and the manufacture, sale, import, and use
of the Products or any Components thereof by or for Cisco BV and its customers (including
Cisco BV Affiliates); or (ii) modify or replace such Products or any Components thereof to
make them non-infringing, provided that any replacement of such Products or any Components
thereof is satisfactory to Cisco BV and effected in a manner consistent with the SLA. If any
Supplier is unable to achieve any option above within thirty (30) days after issuance of an
injunction, then such Supplier shall promptly refund to Cisco BV the Price and all
shipping, storage and related costs
of all affected Products or any
Components thereof that are returned
or destroyed and such Supplier shall
assist Cisco BV in identifying
alternative sources for the affected
Products’ functionality.
	 
	7.4	 	Limitations.
	 
		 	7.4.1 Supplier Indemnity Limitations. [ * ]. Cisco BV shall notify CM, in writing,
of any Cisco BV Claim for which Cisco BV believes that it is entitled to indemnification
(provided that failure to provide such notice shall relieve Suppliers of their
indemnification obligations only if and to the extent that such failure prejudices
Supplier’s ability to defend the Cisco BV Claim). Cisco BV shall permit Suppliers to
control, in a manner not adverse to Cisco BV, the defense and settlement of any such Cisco
BV Claim using counsel reasonably acceptable to Cisco BV. Cisco BV may employ counsel, at
Cisco BV’s expense, with respect to any Cisco BV Claim (provided that if counsel is employed
due to a conflict of interest or because Suppliers do not assume control, Suppliers shall
bear such expense). No Supplier shall enter into any settlement that affects Cisco BV’s
rights or interests without Cisco BV’s prior written approval.





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	7.4.2	 	Cisco BV Indemnity Limitations. [ * ]. CM shall notify Cisco BV, in writing,
of any CM Claim for which CM believes that any Supplier is entitled to indemnification
(provided that failure to provide such notice shall relieve Cisco BV of its indemnification
obligations only if and to the extent that such failure prejudices Cisco BV’s ability to
defend the CM Claim). Suppliers shall permit Cisco BV to control, in a manner not adverse
to Suppliers, the defense and settlement of any such CM Claim using counsel reasonably
acceptable to CM. Suppliers may employ counsel, at their expense, with respect to any CM
Claim (provided that if counsel is employed due to a conflict of interest or because Cisco
BV does not assume control, Cisco BV shall bear such expense). Cisco BV shall not enter
into any settlement that affects any Supplier’s rights or interests without such Supplier’s
prior written approval.
	 
	7.5	 	Indemnification of Cisco BV by Component Suppliers. Suppliers shall [ * ] to have
Cisco BV and Cisco BV Affiliates named as additional indemnified parties or eligible to tender
claims for indemnification in all those agreements between any Supplier and any Component
supplier in which any Supplier is indemnified in any manner by such Component supplier.
	 
	7.6	 	CM Indemnity. [ * ]
	 
	8.0	 	PRICE TERMS
	 
	8.1	 	Compensation to Suppliers. In exchange for the Products manufactured and related
services provided to Cisco BV by any Supplier pursuant to this PPA, Cisco BV’s compensation
to any Supplier shall be comprised of:






	 	(a)	 	Payment of the applicable Price for the Products purchased;
	 
	 	(b)	 	Payment of approved engineering fees related to the manufacture of Products as
may be referenced in the SLA and agreed upon by the parties;
	 
	 	(c)	 	Payments arising from any revaluation process as set forth in the SLA;
	 
	 	(d)	 	Payment for any Liable Components on the terms and conditions of the SLA; and
	 
	 	(e)	 	Any other service fees to which the parties may agree in writing.






	8.2	 	[ * ]





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	8.3	 	Taxes. Each party shall bear any and all taxes it incurs as a direct or indirect
result of the entry into this PPA or the exercise of the rights and performance of the
obligations under this PPA, unless the parties have agreed otherwise.






	 	8.3.1	 	Cisco BV and each Supplier shall each be solely responsible for all taxes
measured by its gross or net income (including any capital gains taxes or minimum
taxes) which are incurred as a direct or indirect result of the entry into this PPA
or the rights and obligations under this PPA.
	 
	 	8.3.2	 	Cisco BV may withhold from payment to any Supplier under this PPA any income
taxes required to be withheld by Cisco BV under the applicable laws of the United
States or any other country. Amounts withheld shall be paid to the appropriate
taxing authorities and, upon request, Cisco BV shall provide any Supplier with
official receipts issued by said taxing authority or such other evidence as is
reasonably available to establish that such taxes have been paid. Cisco BV shall
cooperate with Suppliers and take all actions reasonably necessary in order to secure
a reduction or elimination of withholding taxes pursuant to any applicable income tax
treaty.
	 
	 	8.3.3	 	Unless otherwise expressly provided, any sum, amount or rate expressed in
this PPA has been determined without regard to, and does not include, amounts to be
added on under this section on account of sales, personal property and use taxes,
VAT, GST duties, or similar indirect taxes (each, an “Indirect Tax”).
	 
	 	8.3.4	 	If an Indirect Tax is payable as a consequence of any supply made or deemed
to be made in connection with this PPA Cisco BV must pay to the applicable Supplier
the Indirect Tax amount upon receiving a tax invoice complying with any legislation
under which the Indirect Tax is imposed. Any Indirect Tax shall appear as separate
additional items on the invoice from any Supplier. If under local legislation for
any supply made or deemed to be made in connection with this PPA special invoicing or
other requirements exist in order to apply a zero-rate or an exemption on this supply
for an Indirect Tax, Cisco BV and/or Suppliers shall take all necessary steps to
obtain this zero-rate/exemption, including issuing a tax-invoice complying with this
legislation. Suppliers must do all other things reasonably requested by Cisco BV to
enable Cisco BV to obtain any input or other tax credit to which it is entitled.
	 
	 	8.3.5	 	If an adjustment is made as between any Supplier and the relevant taxing
authority of an amount paid on account of an Indirect Tax on any supply made to Cisco
BV under this PPA, a corresponding adjustment shall be made as between such Supplier
and Cisco BV, and any payments by Cisco BV to such Supplier required to give effect
to the adjustment shall be made, but only to the extent that a tax invoice as
described in Section 8.3.4 is raised and to the extent that Cisco BV can reclaim this
adjustment as if such taxes were timely invoiced to Cisco BV. If any Supplier is
entitled to an adjustment by way of refund, such Supplier must apply for the refund
if requested to do so by Cisco BV, and shall, at Cisco BV’s election, promptly remit
such refund to Cisco BV or offset such refund against Indirect Taxes payable by Cisco
BV to such Supplier after the refund is received.





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	 	8.3.6	 	Nothing in this Section requires Cisco BV to pay any amount on account of a
fine, penalty, interest or other amount for which any Supplier is liable, to the extent
that the liability arises as a consequence of a default of any Supplier, its employees,
agents or any other persons acting for such Supplier.
	 
	 	8.3.7	 	The parties will cooperate in good faith to minimize any property taxes
assessed against any party with respect to Products and/or Components subject to this
PPA to the extent possible pursuant to applicable law.
	 
	 	8.3.8	 	Cisco BV and each Supplier hereby agree and acknowledge that to the extent the
Products manufactured under this PPA have been manufactured or produced in whole or in
significant part within the United States within the meaning of Section 199 of the
Internal Revenue Code of 1986, as amended, as between Cisco BV and each Supplier, such
Products shall be deemed to have been manufactured by Cisco BV in whole or in
significant part within the United States within the meaning of Section 199 and that
any deduction available pursuant to Section 199 and any state statute adopting or
conforming to Section 199 shall be claimed by Cisco BV. Each Supplier hereby covenants
and agrees to not take any such deductions on its United States federal or state tax
returns with respect to Products manufactured under this PPA.






	8.4	 	Payment. Cisco BV shall make payments to Suppliers [ * ] of Cisco BV’s receipt of
a valid Supplier invoice or such other time period as agreed upon by the parties. The
parties agree that those Supplier invoices that cannot pass through the Cisco BV-Supplier
automated payment process shall be paid to Supplier upon completion of Cisco BV’s
verification of such invoice(s).
	 
	9.0	 	SHIPMENT TERMS
	 
	9.1	 	Shipment. Suppliers shall ship Products on the applicable Shipment Dates, and shall
implement delivery and shipment in a manner consistent with the requirements of the SLA and
Suppliers’ performance thereof shall be measured through the Scorecard Process referenced in
the SLA.
	 
	9.2	 	Late Shipment. If any Supplier is unable to ship Products on the applicable
Shipment Date, such Supplier shall (i) notify the appropriate Cisco BV manufacturing
operations contact within twenty four (24) hours of such Supplier’s knowledge of late
shipment and (ii) make reasonable commercial efforts to allow no less than forty eight (48)
hours notice of any such late shipment. Each Supplier shall immediately notify Cisco BV of
any known or anticipated delays that may cause a manufacturing line to go down, or of any
circumstances that may cause disruption in shipment. Additionally, each Supplier shall
adhere to the freight and logistics requirements of the SLA.
	 
	10.0	 	TERM AND TERMINATION
	 
	10.1	 	Term. Unless terminated earlier as provided herein, this PPA shall have an initial
term of five (5) years from the Effective Date (the “Initial Term”) and shall automatically
renew for additional periods of one (1) year each (the “Extended Term”), (collectively
referred to as the “Term”) unless a party provides to the other notice of non-renewal at 





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	 	 	least
ninety (90) days prior to the expiration of the Initial Term or the then applicable Extended
Term.
	 
	10.2	 	Suspension/Termination for Cause. Cisco BV, on the one hand, and any Supplier, on
the other hand, may suspend its performance and/or terminate this PPA as to such party upon
[ * ] written notice at any time upon occurrence of any one of the following events:
	 
		 	10.2.1 The other party (meaning a Supplier in the case of Cisco BV and meaning Cisco BV in
the case of any Supplier) is in material breach of any term, condition or covenant of this
PPA, including, but not limited to, all terms, conditions and covenants of the SLA, and
fails to cure the breach or fails to submit an acceptable plan to cure the breach within [
* ] after written notice thereof; or
	 
		 	10.2.2 Upon notice to the other party upon the occurrence of any one of the following
events: (i) a receiver is appointed for such party or its property; (ii) such party makes a
general assignment for the benefit of its creditors; (iii) such party commences, or has
commenced against it, proceedings under any bankruptcy, insolvency or debtor’s relief law,
which proceedings are not dismissed within [ * ]; or (iv) such party is liquidated,
dissolved or ceases business operations.
	 
		 	 10.2.3 For purposes of this Section 10.2, any failure by any Supplier to comply with the
terms of the Scrap Policy shall be deemed to be one of the events that constitutes a
material breach.
	 
	10.3	 	Change in Control. If there is a change in ownership representing [ * ] or more of
the equity ownership of any Supplier, Cisco BV may, at its option, immediately terminate
this PPA by reason thereof as to such Supplier.
	 
	10.4	 	Termination for Convenience. Any party may, for any reason, or for no reason
whatsoever, terminate this PPA upon [ * ] written notice to the other parties. Cisco BV may
elect to terminate this PPA as to fewer than all Suppliers.
	 
	10.5	 	Effect of Termination. Upon termination of this PPA for any reason or no reason by
any party, the parties shall adhere to the following process and shall fulfill the
obligations set forth in this Section 10.5:
	 
		 	10.5.1 Each affected Supplier shall, during an agreed upon post termination transition
period, continue to provide to Cisco BV those Products and a level of service as agreed to
by the parties and at a minimum consistent with the requirements of the SLA;
	 
		 	10.5.2 Cisco BV’s liability in connection with Components shall be consistent with the
SLA;
	 
	10.5.3	 	Within fourteen (14) calendar days following the notice of termination, the parties
shall agree upon a post-termination transition plan which shall address the following
critical issues (the “Transition Plan”) to be confirmed in a written transition agreement
between the parties:






	 	 •	 	The time period during which the transition shall occur;





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	 	 •	 	Continuity of key personnel;
	 
	 	 •	 	Establishment of a fixed Electronic Forecast during the entire transition period;
	 
	 	 •	 	Inventory evaluation and audit, and order transfer to transitioning alternate
contract manufacturer(s);
	 
	 	 •	 	Establishment of fixed pricing during the entire transition period;
	 
	 	 •	 	Confirmation that no profit or opportunity cost of any Supplier shall be passed on
to Cisco BV;
	 
	 	 •	 	Access to Supplier locations by Cisco BV and its designated agents (including
transitioning alternate contract manufacturer(s));
	 
	 	 •	 	Loaned Equipment, Cisco BV Proprietary Technology, Work Product and Confidential
Information as defined in the NDA; and
	 
	 	 •	 	The process through and time by which each Supplier shall submit to Cisco BV
auditable written claims for termination/cancellation charges, if any.






		 	10.5.4 All licenses granted by Cisco BV to the terminated Supplier under this PPA shall
immediately terminate upon termination of this PPA as to such Supplier, except as
necessary during any transition period to effect a party’s obligations under an agreed
upon Transition Plan.
	 
		 	10.5.5 THIS SECTION 10 SETS FORTH CISCO BV’S AND EACH SUPPLIER’S ENTIRE REMEDY WITH
RESPECT TO TERMINATION OF THIS PPA BY ANY PARTY.
	 
	10.6	 	Non-Renewal.
	 
		 	10.6.1 Non-Renewal and Continuing Business. Upon the non-renewal of this PPA, the
parties may elect to continue to do business with one another in any agreed upon manner.
	 
		 	10.6.2 Non-Renewal and Business Cessation. In the event (i) the parties elect to
cease business following a notice of non-renewal by any party or (ii) Cisco BV exercises
its option to terminate under Section 10.3 the parties acknowledge that Section 10.5 in
its entirety shall apply.
	 
	10.7	 	Termination as to One Supplier. This PPA may be terminated as between Cisco BV and
one or more Suppliers for any reason allowed above, without affecting the contract between
Cisco BV and the remaining Supplier or Suppliers If this PPA is terminated as to fewer than
all Suppliers, it shall remain in full force and effect between Cisco BV and the remaining
Supplier(s).
	 
	10.8	 	Duty to Mitigate Costs. All parties shall, in good faith, undertake reasonable
measures to mitigate the costs of termination.





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	10.9	 	Survival; Support After Termination. Sections 1.0 (entirely), 2.3, 3.3, 3.4, 3.5,
3.6, 4.0 (entirely), 5.0 (entirely), 6.0 (entirely), 7.0 (entirely), 8.3, 10.5, 10.8, 10.9,
11.0 (entirely), 12.0 (entirely), 13.0 (entirely), 15.0 (entirely), 16.0 (entirely) and all
end user licenses shall survive termination or expiration of this PPA.
	 
	11.0	 	LIMITATION OF LIABILITY
	 
		 	(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PPA, EXCEPTING EACH SUPPLIER’S
OBLIGATIONS IN SECTION 7 (INDEMNIFICATION) AND FURTHER EXCEPTING BREACH OF ANY SUPPLIER’S
RESPECTIVE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), UNDER NO
CIRCUMSTANCES SHALL ANY SUPPLIER, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, SUCCESSORS
OR ASSIGNS BE LIABLE TO CISCO BV OR ITS EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, SUCCESSORS
OR ASSIGNS UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL
OR EQUITABLE THEORY, FOR ANY SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR
CONSEQUENTIAL COSTS OR DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LITIGATION COSTS,
LOSS OF DATA, PRODUCTION OR PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT
MATTER OF THIS PPA. THIS SECTION DOES NOT LIMIT ANY SUPPLIER’S
LIABILITY FOR BODILY INJURY (INCLUDING DEATH) OR PHYSICAL DAMAGE TO TANGIBLE PROPERTY.
	 
		 	(b) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS PPA, EXCEPTING CISCO BV’S OBLIGATIONS
IN SECTION 7 (INDEMNIFICATION) AND FURTHER EXCEPTING BREACH OF CISCO BV’S CONFIDENTIALITY
OBLIGATIONS UNDER SECTION 6 (CONFIDENTIALITY), UNDER NO CIRCUMSTANCES SHALL CISCO BV, ITS
EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, SUCCESSORS OR ASSIGNS BE LIABLE TO ANY SUPPLIER OR
ITS EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, SUCCESSORS OR ASSIGNS UNDER ANY CONTRACT,
STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY
SPECIAL, INCIDENTAL, EXEMPLARY, INDIRECT, PUNITIVE OR CONSEQUENTIAL COSTS OR DAMAGES,
INCLUDING WITHOUT LIMITATION LOST PROFITS, LITIGATION COSTS, LOSS OF DATA, PRODUCTION OR
PROFIT, ARISING OUT OF OR RELATING IN ANY WAY TO THE SUBJECT MATTER OF THIS PPA. THIS
SECTION DOES NOT LIMIT CISCO BV’S LIABILITY FOR BODILY INJURY (INCLUDING DEATH) OR PHYSICAL
DAMAGE TO TANGIBLE PROPERTY.
	 
		 	(c) THE PARTIES ACKNOWLEDGE AND AGREE THAT THE LIMITATIONS IN THIS SECTION 11 SHALL APPLY
EVEN IF ANY LIMITED REMEDY SPECIFIED HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE
AND THAT THE PROVISIONS OF THIS SECTION 11 CONTAIN THE ALLOCATION OF RISK AND ARE A
FUNDAMENTAL BASIS OF THE BARGAIN AGREED TO BY THE PARTIES. THIS SECTION SHALL NOT DIMINISH
SUPPLIERS’ OBLIGATIONS TO PAY CISCO BV’S EPIDEMIC FAILURE COSTS (WHICH SHALL BE CONSIDERED
TO BE DIRECT DAMAGES) IN ACCORDANCE WITH SECTION 4.3.
	 
	12.0	 	AUDIT





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	12.1	 	Conduct of Formal Audit. Without any limitation of its rights to direct, monitor,
inspect, manage, audit and/or control provided elsewhere in this PPA, at any time during the
term of this PPA and during the implementation of any Transition Plan, Cisco BV may inspect,
review and monitor, at a minimum, the following: (i) work being performed; (ii) facility
security and safety systems; (iii) business continuity plan(s); (iv) [ * ]; (v) Loaned
Equipment; (vi) manufacturing cycle times; (vii) Product quality records or data as pertaining
to Cisco BV Products; (viii) any Supplier’s performance under the requirements and conditions
of this PPA and (ix) each Supplier’s protection of Cisco BV Intellectual Property. Such
audits shall be conducted at Cisco BV’s expense, during Supplier’s hours of operation and upon
not less than 15 days’ notice. Such audits of each of the aforementioned may be conducted at
each Supplier location at which work relating to the Products is being performed. [ * ].
	 
	12.2	 	Report of Formal Audit. Cisco BV shall report the results of all audits under
Section 12.1 to CM within thirty (30) business days after Cisco BV finalizes or receives the
written audit report. If CM wishes to challenge any of the findings or conclusions of the
audit report, it must provide a written statement to Cisco BV within fifteen (15) days after
receipt of the report specifying each and every reason for such challenge, which statement
shall be accompanied by all supporting documents and data. Cisco BV, using
good faith and in its reasonable discretion, shall be the final arbiter of any such
challenge.
	 
	12.3	 	Adjustments for Non-compliance or Variance. Upon discovery of a variance or non-
compliance as set forth in Section 12.1, Cisco BV may require the applicable Supplier to
identify the cause of each such variance or non-compliance and implement all corrective
action approved by Cisco BV in accordance with the SLA.
	 
	13.0	 	COMPLIANCE WITH LAWS
	 
	13.1	 	Compliance with Laws. Each party warrants it has complied and shall comply with
all applicable laws, regulations and ordinances in effect at the time of manufacture of each
of the Products. For the purpose of this Section, Suppliers’ compliance shall mean the
compliance of its manufacturing and business operations. Upon Cisco BV’s reasonable
request, each Supplier agrees to provide reasonable assistance to Cisco BV to facilitate
compliance with such laws.
	 
	13.2	 	Use, Export, Re-Export, Import & Transfer Controls. The Cisco BV Proprietary
Technology supplied by or made available by Cisco BV to Supplier pursuant to this PPA, and
the Work Product, Products and Components (collectively, the “Cisco BV Products and
Technology”) are subject to export and import controls, including those of the United
States, European Union and other applicable international laws and regulations. Each party
shall comply with all such laws and regulations governing the use, export, re-export,
import, transfer of and record keeping regarding Cisco BV Products and Technology and will
obtain all required U.S. and local authorizations, permits, and licenses. In the event of a
conflict between any such requirements, Supplier shall ensure adherence to the laws of the
United States. The parties shall provide to one another information, support documents, and
assistance as may reasonably be required to secure applicable authorizations or licenses.





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	 	 	Information regarding compliance with U.S. use, export, re-export, and transfer laws may
be located at the following URL:
http://www.Cisco.com/wwl/export/compliance_provision.html.
	 
	13.3	 	Valuation. Values reflected on any customs clearance documentation shall comply with
the World Trade Organization customs valuation agreement and other international and national
customs valuation laws and regulations, [ * ]. No Products may be exported using zero or
nominal values on invoices. All Supplier invoices for Products shall contain a complete and
accurate statement of the Price together with all other charges payable by Cisco BV and
relating to the Products and meet the requirements for commercial invoices. [ * ].
	 
	13.4	 	Duty Drawback. Cisco BV reserves the right to be the importer of record for all
deliveries. If Cisco BV is not importer of record and any Supplier obtains duty drawback
rights to any delivery of Products, such Supplier will provide Cisco BV with documents
required by the customs authorities of the applicable country of receipt to prove importation
and to transfer duty drawback rights to Cisco BV.
	 
	13.5	 	Compliance with Environmental Laws. Each party shall comply with all applicable
environmental laws, regulations, ordinances and legal rulings, including but not limited to
those of the United States and European Union, relating to this PPA and the Products
provided hereunder. Each Supplier shall be fully responsible under this PPA for any
liability resulting from its actions or inaction or otherwise failing to comply with
environmental laws and regulations. Without limiting the generality of the foregoing,
beginning on the Effective Date (or such later date as authorized in writing by Cisco BV):
	 
		 	(a) With respect to all Components and materials, each Supplier shall collaborate with Cisco
BV to enable compliance with the Regulated Materials Directive. [ * ].
	 
		 	(b) Each Supplier agrees to use material which is in compliance with the requirements of
European Union Directive 2002/95/EC or 2002/96/EC, or any other law, regulation, directive
or order governing the permissible content of regulated materials (collectively, the
“Regulated Materials Directive”) for all process material which is not specified by Cisco
BV which is used in the manufacturing process and any rework (including part removal and
replacement process); and
	 
	 	 	[ * ]
	 
	 	 	[ * ]
	 
	 	 	Except as provided in Sections (a), (b), (c) and (d) above, no Supplier shall be
responsible or liable for compliance with the requirements of any Regulated Materials
Directive.
	 
	13.6	 	Small and Disadvantaged Business. To the extent that any Supplier controls the
selection of the subcontractor or vendor, such Supplier shall comply with all applicable laws
regarding requirements for small business and disadvantaged business concerns including, if
appropriate, FAR 52.219-8 (Oct. 2000) and/or 52.219-9 (Jan. 2002). Further, each Supplier
shall coordinate with Cisco BV and report to Cisco BV the manner





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	 	 	in which such Supplier has
supported Cisco BV’s goals to reach out to small, women-owned, small disadvantaged, minority,
disabled veteran and HUBZone small business enterprises. Cisco BV shall keep CM informed of
such goals on an annual basis throughout the Term.
	 
	13.7	 	Supplier Social Responsibility and Sustainability. In addition to operating and
performing its manufacturing services described in this PPA in compliance with the law of each
country of operation, each Supplier shall diligently pursue effecting its operations and
performance hereunder according to Cisco BV’s Manufacturing Supplier Code of Conduct. Each
Supplier acknowledges and agrees that Cisco BV reserves the right to audit using Cisco BV
personnel or contracted agents working on behalf of Cisco BV to assess each Supplier’s
compliance with Cisco BV’s Manufacturing Code of Conduct. Each Supplier further acknowledges
that Cisco BV shall include in its evaluation and audit of such Supplier’s performance under
this PPA such Supplier’s implementation of its commitment to such social accountability
principles, including assessing Supplier facility compliances, if any. For reference to Cisco
BV’s Manufacturing Supplier Code of
Conduct and Cisco BV’s support of it please refer to
http://preview.Cisco.com/en/US/about/ac227/ac228/ac231/.
	 
	 	 	Further, each Supplier shall be compliant with the then current ISO quality and
environmental standards within eighteen (18) months of the Effective Date or such longer
period as mutually agreed by the parties. Implementation of any future ISO quality and
environmental standards at Supplier’s facilities will be completed no later than twelve
(12) months following the adoption of any such change or addition, unless otherwise
agreed. Such ISO compliance shall be achieved with respect to each Supplier facility at
which any portion of the performance called for in this MMA are being undertaken.
Additionally, each such facility shall remain ISO compliant throughout the term of this
PPA.
	 
	14.0	 	BUSINESS CONTINUITY
	 
	14.1	 	Business Recovery. Within 60 days subsequent to the Effective Date, each Supplier
shall submit for Cisco BV’s approval a documented plan for recovery in the event such Supplier
experiences circumstances at any worldwide site where Cisco BV operations are being performed
which render it incapable of performing under this PPA (the “Business Continuity Plan”). The
Business Continuity Plan must include at a minimum, (a) the availability of back-up
facilities, (b) security, (c) flood, fire, earthquake and natural disaster insurance coverage
pursuant to Section 15 below, on an all risk of physical loss basis, including coverage for
sprinkler leakage, theft and malicious mischief, and including coverage for Products,
Components, WIP, Loaned Equipment and other materials, and (d) information technology/data
networking systems functions.
	 
	15.0	 	INSURANCE
	 
	15.1	 	Insurance. Each Supplier shall, at its own expense, at all times during the term of
this PPA and after its termination pursuant to Section 10.0, provide and maintain in effect
those insurance policies and minimum limits of coverage as designated below together with any
other insurance required by law in any jurisdiction where such Supplier performs its
obligations under this PPA. Such policies shall be issued by insurance 





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	 	 	companies (i)
authorized to do business in the jurisdiction where Supplier performs its obligations under
this PPA and (ii) reasonably acceptable to Cisco BV. In no way do these minimum requirements
limit the liability assumed elsewhere in this PPA, including but not limited to each party’s
defense and indemnity obligations. The required insurance shall be subject to the approval of
Cisco BV, but any acceptance of insurance certificates by Cisco BV shall not limit or relieve
any Supplier of the duties and responsibilities with respect to maintaining insurance assumed
by it under this PPA.
	 
	15.2	 	Workers’ Compensation, Social Scheme and Employer’s Liability Insurance. Each
Supplier shall provide Workers’ Compensation insurance as required by any applicable law or
regulation and, in accordance with the provisions of the laws of the nation, state, territory
or province having jurisdiction over Supplier’s employees. If any such applicable
jurisdiction has a social scheme providing insurance or benefits to injured workers, each
Supplier must be in full compliance with all laws thereof. Employer’s Liability insurance
shall be provided in amounts not less than the local currency equivalent of [ * ],
provided such coverage is available in the nation, state, territory or province having
jurisdiction over Supplier’s employees.
	 
	 	 	[ * ].
	 
	15.3	 	General Liability Insurance. Suppliers shall carry Public Liability, Products
Liability or Commercial General Liability insurance covering all operations by or on behalf of
Suppliers arising out of or connected with this PPA including coverage for products liability
and products/completed operations liability, claims by one insured against another insured,
and Suppliers’ defense and indemnity obligations under this PPA, with limits of not less than
[ * ] per occurrence. Such insurance shall also provide, by endorsement or otherwise, for
contractual liability and cross liability and shall include Cisco BV as an additional insured.
If “claims made” policies are provided, Suppliers shall maintain such policies for at least
three years after the expiration or termination of this PPA.
	 
	15.4	 	Automobile Liability Insurance. [ * ] Suppliers shall each carry Comprehensive
Business Automobile Liability insurance, including bodily injury and property damage for all
vehicles used in the performance of [ * ] obligations under this PPA, including but not
limited to all owned, hired (or rented) and non-owned vehicles. The limits of liability shall
not be less than the local currency equivalent of [ * ] combined single limit for each
incident, or whatever is required by local law or statute, whichever is higher. If injury to
third-party passengers of such vehicles is not covered by the above insurance, then [ * ]
shall also maintain separate insurance to cover injury to such passengers.
	 
	15.5	 	Errors and Omissions Liability Insurance (Professional Liability). Suppliers shall
maintain errors and omissions insurance (also known as professional liability or professional
indemnity insurance) with limits of not less than the local currency equivalent of [ * ] per
occurrence or per claim. If such insurance is maintained on an “occurrence” basis, such
insurance shall be maintained for at least one year after the expiration or termination of
this PPA, and if such insurance is maintained on a “claims-made” basis, such insurance shall
be maintained for at least three years after the expiration or termination of this PPA. [ *
].





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	15.6	 	Property Insurance. Suppliers shall carry property insurance on an all risks of
physical loss basis, including coverage for flood, fire, earthquake [ * ], natural disaster,
sprinkler leakage, theft and malicious mischief, with limits sufficient to cover its liability
for risk of loss and damage for WIP, Loaned Equipment and Products following Packout as
described in Section 5 herein. [ * ].
	 
	15.7	 	Cargo Insurance. Suppliers shall carry Cargo insurance covering risk of loss for all
Products, Components, WIP and other materials while in transit, with limits of not less than
the local currency equivalent of [ * ].
	 
	15.8	 	Certificates of Insurance. Certificates of Insurance or other formalized evidence of
the coverages required above shall be furnished by Suppliers to Cisco BV when this PPA is
signed, or within a reasonable time thereafter, and within a reasonable time after such
coverage is renewed or replaced. If requested by Cisco BV, a certified copy of the actual
policy(s) with appropriate endorsement(s) shall be provided to Cisco BV. Certificates shall be delivered to Cisco BV pursuant to Section 16.11, with a copy also sent
to:




Global Risk Management

Cisco Systems International B.V.

c/o Cisco Systems, Inc.

170 W. Tasman Drive, M/S SJC-11/3

San Jose, CA 95134





	15.9	 	Cisco BV Can Provide Insurance. If Suppliers do not comply with the insurance
requirements of this Section 15, Cisco BV may, at its option, provide insurance coverage to
protect Cisco BV and Suppliers and charge Suppliers for the cost of that insurance.
	 
	15.10	 	Waiver of Subrogation. Except where prohibited by law, Suppliers, their
subcontractor(s) (regardless of tier) and their respective insurers waive all rights of
recovery or subrogation against Cisco BV, its officers, directors, employees, agents, and
insurers.
	 
	15.11	 	Policies to be Primary. The policies provided under this PPA shall provide that
Suppliers’ insurance will be primary to and noncontributory with any and all other insurance
maintained or otherwise afforded to Cisco BV.
	 
	16.0	 	GENERAL
	 
	16.1	 	Entire Agreement. This PPA, together with the SLA and other exhibits and documents
referenced herein and therein, as amended from time to time by the parties, constitutes the
entire agreement between Cisco BV and each Supplier with respect to such Supplier’s
manufacture and sale of Products to Cisco BV and the provision of related manufacturing,
materials procurement, materials management, production, assembly, testing, and packaging
services and supersedes all prior agreements and understandings between the parties relating
to Products and/or such services including without limitation the Prior MMA and the Prior
SLA. The terms and conditions of this PPA shall govern and prevail in the event of any
conflict with any terms and conditions of any Ancillary Agreement, the SLA, purchase order,
acknowledgment, invoice, confirmation or similar document, instrument or communication, in
any form. Any 





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	 	 	terms and conditions set forth in any PO or acknowledgement that are not
consistent with the terms of this PPA shall have no force or effect.
	 
	16.2	 	Controlling Law and Jurisdiction. This PPA and all actions related hereto shall be
governed, controlled, interpreted, and enforced by and under the laws of the State of
California and the United States, without regard to the conflict of laws provisions thereof.
The exclusive jurisdiction and venue of any action with respect to the subject matter of
this PPA shall be the state courts of the State of California for the County of Santa Clara
or the United States District Court for the Northern District of California, in the United
States and each of the parties hereto submits itself to the exclusive jurisdiction and venue
of such courts for the purpose of any such action. The parties hereby agree to expressly
exclude application of the United Nations Convention on Contracts for the International Sale
of Goods.
	 
	16.3	 	Force Majeure.
	 
	16.3.1	 	No party shall be considered in default of performance under this PPA to the extent that
performance of its obligations is delayed or prevented by fire, flood, earthquake or similar
natural disasters, riot, war, terrorism or civil strife labor disputes or disturbances,
governmental regulations, communications or utility failures, or casualties (collectively,
“Force Majeure”), to the extent such default is beyond the reasonable control of such party
and provided that the delayed party: (i) gives the other party notice of such cause as soon as
possible, to be confirmed in writing within [ * ] calendar days of discovery of the event; and
(ii) uses its reasonable efforts to remedy any delay in its performance. Notwithstanding the
foregoing, in the event any Supplier experiences a Force Majeure event such that such Supplier
cannot deliver Products to Cisco for any period of time, such Supplier shall use its best
efforts to comply with the requirements of its Cisco BV-approved Business Continuity Plan (as
defined in Section 14.1) to resume pre-disaster Product production levels within the Recovery
Time Objective stated in the Business Continuity Plan. The provisions of this Section 16.3.1
will not apply in connection with any Force Majeure event to the extent that any Supplier
fails to use its best efforts to continuously comply with the applicable Business Continuity
Plan.
	 
	16.3.2	 	In the event any Supplier fails to deliver Products due to a Force Majeure, Cisco BV may
either:






	 	 •	 	Terminate this PPA subject to the terms of Section 10 hereof, in whole or in part
after [ * ] prior written notice where any Supplier fails to perform for [ * ] due to
the Force Majeure event; or
	 
	 	 •	 	Suspend this PPA in whole or in part for the duration of the delaying cause, and, at
Cisco BV’s option, cause the Products to be manufactured elsewhere. Suppliers shall
resume performance under and pursuant to the terms of this PPA immediately after any
delaying cause ceases and within any Recovery Time Objective defined in the Cisco
BV-approved Business Continuity Plan and, at Cisco BV’s option, the then current term
of this PPA will be extended for a period equal to the length of time of the excused
delay.





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	16.4	 	Assignment. No Supplier may assign or transfer this PPA, the SLA or any Ancillary
Agreement, or its respective rights or obligations hereunder or thereunder, in whole or in
part, without the prior written consent of Cisco BV. [ * ]. Any attempt to assign or
transfer without such consent is void. For purposes of this Section 16.4, any transfer by
sale, merger or other working combination of ownership of or control over more than [ * ] of
the voting securities or control shall constitute an assignment. [ * ], Cisco BV may assign
this PPA, the SLA or any Ancillary Agreement, or its rights or obligations hereunder or
thereunder, in whole or in part, to any Cisco BV Affiliate without CM’s consent.
	 
	16.5	 	Separate Contractual Duties. This PPA (together with the SLA and other Exhibits
hereto) creates a separate, binding contract between Cisco BV and each Supplier, enforceable
against each Supplier in accordance with its terms. Each such contract is independent of the
other contractual relationships created hereby. Notwithstanding the foregoing, CM hereby
covenants and agrees to cause each Signing Affiliate to timely
and fully perform all of its respective obligations under this PPA, the SLA, any applicable
Authorized Sublicense Agreements and any applicable Ancillary Agreements and hereby
guarantees to Cisco BV the performance by each of the Signing Affiliates of its respective
obligations under this PPA, the SLA, any applicable Authorized Sublicense Agreements and any
applicable Ancillary Agreements, and the performance thereunder by any CM Affiliate, if any,
which is a sublicensee under an Authorized Sublicense Agreement.
	 
	16.6	 	Relationship of Parties. Each Supplier shall perform its obligations hereunder as
an independent contractor. Nothing contained herein shall be construed to imply a
partnership or joint venture relationship between or among the parties or entitle any party
to any sharing of profits or losses realized by any other party from distribution of the
Products. No Supplier shall have the right to create any obligations on behalf of Cisco BV,
and Cisco BV shall have no right to create any obligations on behalf of any Supplier. No
Supplier shall enter into any contracts with third parties in the name of Cisco BV.
	 
	16.7	 	Amendment and Waiver. No failure or delay by any party in exercising any right,
power or privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial waiver have effect on any other right, power or privilege. This PPA may not be
altered or amended except by a written document signed by a duly authorized representative of
the parties agreeing to the alteration or amendment. If fewer than all Suppliers sign any
such alteration or amendment it shall be effective only as between Cisco BV and the Suppliers
that do sign such alteration or amendment, unless CM or a Signing Affiliate agrees in such
alteration or amendment that it shall be binding on all Suppliers.
	 
	16.8	 	Severability. If any provision of this PPA is found unenforceable or invalid under
any applicable law or judicial or administrative decision, only that provision shall be
affected. This PPA shall remain in effect and such unenforceable or invalid provision shall
be modified or interpreted so as to best accomplish its intended objective.
	 
	16.9	 	Signatures and Counterparts. This PPA shall be valid as between Cisco BV and each
Supplier upon the initial exchange of signatures by facsimile from both such parties and may
be executed in two or more counterparts, each of which shall be deemed original, but all of
which shall constitute one and the same instrument. Each Signing Affiliate





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	 	 	will be deemed
to be party to this PPA upon its execution of this PPA and the failure of one CM Affiliate
to execute this PPA shall not affect the contractual relationship between Cisco BV and each
Supplier who has executed this PPA.
	 
	16.10	 	Dispute Resolution. The parties shall use their best efforts to amicably resolve
any disputes arising from the activities undertaken in the course of performing or fulfilling
this PPA, including but not limited to utilization of the dispute escalation path as contained
in the SLA.
	 
	16.11	 	Notices. All notices shall be personally delivered, delivered by telecopy,
delivered by a major commercial rapid delivery courier service or mailed by certified or
registered mail, return receipt requested, to Cisco BV or CM and the Suppliers as provided
below or such other address as such party may provide by notice pursuant to this Section
16.11.
Notice shall be effective upon the earlier of (i) receipt or (ii) twenty-four
(24) hours after submission by any such method.





	 	 	 
	CISCO SYSTEMS INTERNATIONAL B.V.

	 	SOLECTRON CORPORATION
	Haalerbergpark, Haarlergbegweg

	 	847 Gibraltar Drive
	13-19, 1101 CH Amsterdam

	 	Milpitas, CA 95035
	Attn: Director, Manufacturing Operations
	 	 
	 
	 	 
	With a copy to:
	 	 
	CISCO SYSTEMS, INC.

	 	SOLECTRON TECHNOLOGY Sdn. Bhd.
	170 West Tasman Avenue

	 	Plot 131A
	San Jose, CA 95134

	 	Jalan Perindustria Bukit Minyak
	Attn: General Counsel

	 	14100 Bukit Minyak
	Fax: (408) 526-7019

	 	Seberang Parai
	 

	 	Tengah Malaysia
	 
	 	 
	 

	 	SOLECTRON TEXAS, L.P.
	 

	 	12455 Research Boulevard
	 

	 	Austin, Texas 78759
	 
	 	 
	 

	 	SOLECTRON USA, INC.
	 

	 	847 Gibraltar Drive
	 

	 	Milpitas, CA 95035







	16.12	 	Equitable Relief. Each party acknowledges that a breach by another party of any
confidentiality or proprietary rights provision of this PPA or the NDA 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 a party may seek an injunction enjoining any breach or
threatened breach of those provisions, in addition to any other relief to which the
non-breaching party may be entitled at law or in equity.
	 
	16.13	 	Use of Contractors. At its option, Cisco BV may contract with Cisco BV Affiliates
or third parties as independent contractors to assist Cisco BV in exercising its rights or
performing its obligations hereunder.





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	16.14	 	Third Party Beneficiaries. Unless expressly provided herein, no provisions of this
PPA are intended or shall be construed to confer upon or give to any person or entity other
than Cisco BV, CSI solely to the extent provided in Section 2.2, and each Supplier (and any
permitted sublicensee) any rights, remedies or other benefits under or by reason of this PPA.





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     IN WITNESS WHEREOF, the parties have caused this PPA to be executed by their duly authorized
representatives as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	SOLECTRON CORPORATION	 	 	 	CISCO SYSTEMS INTERNATIONAL B.V.
	 
	 	 	 	 	 	 	 	 
	BY:

	 	 	 	 	 	BY:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME:

	 	 	 	 	 	NAME:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TITLE:

	 	 	 	 	 	TITLE:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:

	 	 	 	 	 	DATE:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOLECTRON TECHNOLOGY Sdn. Bhd.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TITLE:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOLECTRON TEXAS , L.P.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	By: SOLECTRON TEXAS, INC., as General Partner	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TITLE:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	SOLECTRON USA, INC.	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	BY:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TITLE:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:
	 	 	 	 	 	 	 	 
	 

	 	 	 	 	 	 	 	 





[Signature Page To Manufacturing and Product Purchase Agreement]





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EXHIBIT A




SERVICE LEVEL ADDENDUM



This Service Level Addendum to the Manufacturing and Product Purchase Agreement, dated March 9,
2007 (the “PPA”), between the Cisco entity identified in the PPA (“Cisco”) and Solectron
Corporation (“CM”) and each of the Signing Affiliates (as defined in the PPA), as such Service
Level Addendum may be amended from time to time in writing and signed by the parties (as so
amended, the “SLA”), sets forth the variety of operating guidelines to which the parties will
adhere during the course of the manufacturing and product purchase relationship contemplated by
the PPA. CM and each Signing Affiliate are referred to herein individually as a “Supplier” and
collectively as the “Suppliers”. Except as otherwise defined in this SLA, all terms used in this
SLA shall be as defined in the PPA. This SLA supersedes, in its entirety, any prior Service
Level Addendum, between Cisco or any Cisco affiliate and CM.



[ * ]





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EXHIBIT B




CISCO BV PROPRIETARY TECHNOLOGY



[ * ]





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EXHIBIT C




APPROVED THIRD PARTIES



[ * ]





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EXHIBIT D




CM AFFILIATES




Signing Affiliates that are Suppliers:




The following CM Affiliates are signatories to this Manufacturing and Product Purchase Agreement:




Solectron Corporation

847 Gibraltar Drive

Milpitas, CA 95035




Solectron Technology Sdn. Bhd.

Plot 131A

Jalan Perindustria Bukit Minyak

14100 Bukit Minyak

Seberang Perai

Tengah Malaysia




Solectron Texas, L.P.

12455 Research Boulevard

Austin, Texas 78759




Solectron USA, Inc.

847 Gibraltar Drive

Milpitas, CA 95035




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EXHIBIT E




FORM OF AUTHORIZED SUBLICENSE AGREEMENT




     This Authorized Sublicense Agreement (this “Authorized Sublicense Agreement”) is made
effective as of                      (the “Effective Date”) by and between
                    ,
a company organized under the laws of                      (“Sublicensor”) and
                    , a
company organized under the laws of                      (“Sublicensee”).



RECITALS




     WHEREAS, Sublicensor is a party to that certain Manufacturing and Product Purchase Agreement
dated as of                      (the “PPA”) by and among Sublicensor, certain Affiliates of Sublicensor and
Cisco Systems International B.V., a company organized under the laws of the Netherlands (“Cisco
BV”), pursuant to which Sublicensor manufactures Sublicensor Products for sale to Cisco BV;



     WHEREAS, pursuant to the PPA, Sublicensor has a limited right to sublicense its rights in
certain Cisco BV intellectual property to enable Sublicensor to obtain Sublicensee Products and
Components for incorporation into Sublicensor Products to be sold by Sublicensor to Cisco BV
pursuant to the PPA;



     WHEREAS, Sublicensee desires to enter into this Authorized Sublicense Agreement to obtain
sufficient rights to permit Sublicensee to provide Sublicensee Products and Components to
Sublicensor and Approved Parties; and



     WHEREAS, Sublicensee may currently or in the future have access to certain proprietary
technology of Cisco Systems, Inc., a California corporation (“CSI”), via a Manufacturing and
Product Purchase Agreement with CSI or a separate Authorized Sublicense Agreement covering
proprietary technology of CSI and, if so, the parties agree and acknowledge that use of such CSI
proprietary technology by Sublicensee shall be governed by such separate CSI Manufacturing and
Product Purchase Agreement or Authorized Sublicense Agreement, and not by this Authorized
Sublicense Agreement.



AGREEMENT




     NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, and
for other good and valuable consideration, the receipt and sufficiency of which are hereby
acknowledged, the parties hereby agree as follows:



ARTICLE 1




DEFINITIONS




     1.1 “Approved Parties” means the parties listed on Exhibit A to this Authorized Sublicense
Agreement and other parties approved by Cisco BV in writing.



     1.2 “Approved Party Products” means items that are manufactured by an Approved Party (i) for
sale by such Approved Party to Cisco BV pursuant to the terms of a




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Manufacturing and Product
Purchase Agreement between the applicable Approved Party and Cisco BV; or (ii) for transfer by such
Approved Party to Cisco BV pursuant to the terms of a Master Manufacturing Agreement between the
applicable Approved Party and Cisco BV.



     1.3 “Cisco BV Proprietary Technology” means Intellectual Property (including, but not limited
to, data, know-how, technical, manufacturing, and marketing information, designs, drawings,
specifications, bills of materials, and documentation of processes) owned by or licensed to Cisco
BV, licensed to Sublicensor pursuant to the PPA, and related to or useful in the manufacture,
testing, assembly, materials purchasing, materials management, packaging and delivery of
Sublicensee Products, Components or Services, including, but not limited to, that described in
Exhibit B, together with all Intellectual Property rights embodied therein.



     1.4 “Component” means any item sold or otherwise transferred by Sublicensee to Sublicensor or
an Approved Party which is ultimately to be incorporated into a Sublicensor Product or an Approved
Party Product.



     1.5 “Confidential Information” means any and all non-public information disclosed by either
party to the other party in connection with the performance or pursuant to the terms of this
Authorized Sublicense Agreement, including without limitation any and all non-public Cisco BV
Proprietary Technology, Intellectual Property, Sublicensor Products, Sublicensee Products,
Components, Services, unreleased products, technical data, product plans, product designs,
marketing plans, research and development projects and results, customer preferences and data,
business opportunities, financial data, the source code and related unpublished documentation of
proprietary computer programs, and integrated circuit topography and industrial designs.



     1.6 “Installed Software:” means computer software, in whatever medium or form, that
constitutes Cisco BV Proprietary Technology and that is provided to Sublicensee pursuant to a
limited license hereunder for the sole purpose of Sublicensee performing the service of installing
copies of such software onto Sublicensee Products.



     1.7 “Intellectual Property” means any and all tangible and intangible: (i) rights associated
with works of authorship throughout the world, including but not limited to copyrights, neighboring
rights, Moral Rights, and mask works, and all derivative works thereof; (ii) trademark, service
mark and trade name rights and similar rights; (iii) trade secret rights; (iv) patents, designs,
algorithms and other industrial property rights; (v) all other intellectual and industrial property
rights (of every kind and nature throughout the world and however designated) whether arising by
operation of law, contract, license, or otherwise; and (vi) all registrations, initial
applications, renewals, extensions, continuations, divisions or reissues thereof now or hereafter
in force (including any rights in any of the foregoing).



     1.8 “Moral Rights” means any and all rights to claim authorship to or to object to any
distortion, mutilation, or other modification or derogatory action in relation to a work, whether
or not copyrighted, whether or not such would be prejudicial to the author’s reputation, and any
similar right existing under common or statutory law of any country in the world or under any
treaty, regardless of whether or not such right is denominated or generally referred to as a “moral
right.”



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     1.9 “Sublicensee Products” means items that are sold or otherwise transferred by Sublicensee
to Sublicensor or an Approved Party for further sale to Cisco BV.



     1.10 “Sublicensor Products” means items that are manufactured by Sublicensor for sale to Cisco
BV pursuant to the terms of the PPA.



     1.11 “Work Product” means all specifications, designs, discoveries, inventions, products,
modifications, computer programs, technical information, procedures, processes, improvements,
developments, drawings, notes, documents, information and materials made, conceived, reduced to
practice or developed by Sublicensee which result from, relate to or arise out of its performance
under this Authorized Sublicense Agreement or relate to Cisco BV Proprietary Technology or
Sublicensor Products, and all Intellectual Property rights therein, [ * ].



ARTICLE 2




THIRD PARTY BENEFICIARY




     2.1 Cisco BV is Third Party Beneficiary. Sublicensee and Sublicensor hereby agree and
acknowledge that Cisco BV is and will be an intended third party beneficiary of this Authorized
Sublicense Agreement, and shall be entitled to enforce its terms and conditions in full.



ARTICLE 3




LICENSE GRANT AND RESTRICTIONS




     3.1 Grant of Limited License. Subject to the conditions and limitations of this Authorized
Sublicense Agreement, Sublicensor hereby grants to Sublicensee a personal, non-exclusive,
non-assignable, non-transferable, non-sublicensable limited license to use and copy the Cisco BV
Proprietary Technology and Work Product, for the sole purposes of manufacturing Sublicensee
Products and Components for transfer or sale to Sublicensor and Approved Parties and for providing
ancillary services in connection with such Sublicensee Products and Components, provided, however,
that the only right granted to Sublicensee in connection with the Installed Software is to perform
the service of installing copies of such Installed Software on Sublicensee Products on behalf of
Cisco BV. In no event shall Sublicensee have the right to assign, sublicense or otherwise transfer
any of the rights granted to it or obligations imposed upon it pursuant to this Authorized
Sublicense Agreement without the express, written consent of Sublicensor and Cisco BV, which
consent each of Sublicensor and Cisco BV may grant or deny in their sole discretion.



     3.2 License Restrictions. Sublicensee agrees:



          (i) not to engage in, facilitate or authorize others to engage in, the reverse engineering,
disassembly or decompilation of any of the Cisco BV Proprietary Technology;




          (ii) not to disclose the Cisco BV Proprietary Technology or Work Product to any third party,
without the express prior written approval by Sublicensor and/or Cisco BV and documented as
required by Sublicensor and/or Cisco BV;





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          (iii) not to use the Cisco BV Proprietary Technology or Work Product for its own benefit (or
for the benefit of anyone other than Cisco BV), or to the detriment of Sublicensor or Cisco BV; and




          (iv) to secure, protect and keep confidential the Cisco BV Proprietary Technology and Work
Product with at least the same degree of care it utilizes with respect to its own most valued
proprietary information, and in any event, no less than a reasonable standard of care.




     3.3 Ownership. Sublicensee agrees that:



          (i) As between Cisco BV, Sublicensor and Sublicensee, all right, title, and interest in the
Cisco BV Proprietary Technology, including Installed Software and all copies thereof, and Work
Product are and shall remain solely with Cisco BV and/or its licensors, subject to the limited
licenses granted herein and pursuant to the PPA;




          (ii) Sublicensee’s only right in connection with the Installed Software and all copies thereof
is to install them on Sublicensee Products;




          (iii) Sublicensee hereby irrevocably assigns, transfers and conveys to Sublicensor, for
immediate assignment, transfer and conveyance to Cisco BV pursuant to the PPA, any rights
Sublicensee may have, or may acquire, or may purport to have or acquire, in or to any Cisco BV
Proprietary Technology or Work Product worldwide;




          (iv) To the extent any Work Product is a “work made for hire” under applicable copyright law,
it shall be considered a “work made for hire” from the moment of creation, the copyright of which
shall be owned by Sublicensor worldwide, for immediate assignment, transfer and conveyance to Cisco
BV pursuant to the PPA. To the extent Work Product does not qualify as a “work made for hire”
under applicable copyright law, all right, title and interest that Sublicensee may have in and to
the same is hereby assigned, transferred and conveyed from the moment of creation exclusively to
Sublicensor, for immediate assignment, transfer and conveyance to Cisco BV pursuant to the PPA; and




          (v) Sublicensee will execute such documents, render such assistance, and take such other
action as Sublicensor and/or Cisco BV may reasonably request, at Sublicensor’s or Cisco BV’s
expense, to further evidence such assignment and to apply for, register, perfect, confirm, and
protect Cisco BV’s rights to the Cisco BV Proprietary Technology and Work Product.




     3.4 Waiver of Moral Rights. Sublicensee has or will obtain a waiver of Moral Rights from any
individual who performs work in connection with this Authorized Sublicense Agreement, including
without limitation, a waiver regarding the right to the integrity of any Work Product, the right to
be associated with any Work Product, the right to modify any Work Product in any way, the right to
prevent the use of any Work Product in association with any product, service, cause or institution,
and the right to restrain the publication of any Work Product throughout the world. Sublicensee
agrees that anything Sublicensor or Cisco BV or any affiliate or either may do with any Work
Product does not and will not constitute any prejudice to Sublicensee’s reputation or the honor or
reputation of any individual who performed work on any Work Product. Sublicensee hereby waives any
and all Moral Rights, including without
limitation any right to identification of authorship or limitation on subsequent modification
that




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Sublicensee (or its employees, agents or consultants) has or may have in any Work Product and
any derivatives, improvements or modifications thereof. Sublicensee hereby undertakes to ensure
that its employees, agents and consultants are contractually bound to the foregoing waivers.



     3.5 Attorney In Fact. Sublicensee agrees that if Sublicensor or Cisco BV is unable because of
Sublicensee’s unavailability, dissolution or incapacity, or for any other reason, to secure
Sublicensee’s signature to apply for or pursue any application for any United States or foreign
patents or copyright registrations covering the Work Product and/or inventions and developments
assigned to Sublicensor as provided above, then Sublicensee hereby irrevocably designates and
appoints each of Sublicensor and Cisco BV, and their duly authorized officers and agents, as
Sublicensee’s agent and attorney in fact, to act for and in such Sublicensee’s behalf and stead to
execute and file any such applications and to do all other lawfully permitted acts to further the
prosecution and issuance of patents and copyright registrations thereon with the same legal force
and effect as if executed by Sublicensee.



ARTICLE 4




CONFIDENTIAL INFORMATION




     4.1 Confidentiality. Sublicensee shall hold in strict confidence and trust any and all
Confidential Information that it receives from Sublicensor and treat it as confidential and
proprietary to the same extent and in the same manner that Sublicensee treats its own confidential
information of like importance, in no event using less than reasonable care. Sublicensee shall not
disclose or use such Confidential Information except as necessary for Sublicensee to exercise the
rights granted by Sublicensor under this Authorized Sublicense Agreement. Sublicensee shall
develop and implement reasonable and prudent procedures to prevent the intentional or negligent
disclosure of the Confidential Information to third parties. Sublicensee acknowledges that its
procedures for protecting Confidential Information at a minimum require that its employees and
contractors enter into confidentiality agreements with Sublicensee upon initial employment or
engagement, with terms, conditions, and restrictions no less restrictive than set forth in this
Article 4.



     4.2 Permitted Disclosures. Notwithstanding the other provisions of this Article 4,
Sublicensee shall have the right to communicate to suppliers and manufacturers relevant portions of
the Confidential Information reasonably necessary for, and solely for the purposes of, the
procurement by Sublicensee of materials and parts or manufacturing services in connection with
Sublicensee Products or Components; provided, however, that (i) any such recipient shall be advised
by Sublicensee in writing at the time of or before such communication that proprietary information
is being communicated and that such information is to be kept confidential and must not be used or
disclosed except as permitted under this Authorized Sublicense Agreement and (ii) Sublicensee shall
require that such recipient undertakes in writing prior to disclosure to respect such
confidentiality and be bound by terms substantially similar to and no less restrictive than this
Article 4.



     4.3 Exceptions. Nothing in this Authorized Sublicense Agreement shall prevent the disclosure
by Sublicensee of Confidential Information that:



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          (a) Is, or becomes subsequent to the time of transmittal to Sublicensee a matter of general
public knowledge other than through breach by Sublicensee or Sublicensor of any obligation of
confidentiality under this Authorized Sublicense Agreement or otherwise;




          (b) Is rightfully made public by Sublicensor;




          (c) Was or is rightfully received by Sublicensee free of any obligation of confidentiality to
Sublicensor or Cisco BV or any affiliate of either; or




          (d) Was or is received in good faith from a third party having the right to disclose it who,
to the best of Sublicensee’s knowledge, did not obtain such information from Sublicensor or Cisco
BV or any affiliate of either, and who imposes no obligation of secrecy on Sublicensee with respect
to such information.




     4.4 Agreement is Confidential. The terms and conditions of this Authorized Sublicense
Agreement shall be treated by Sublicensor and Sublicensee as confidential and shall not be
disclosed without the consent of the other party and Cisco BV, except as required by law.
Notwithstanding the foregoing, either party may disclose such terms and conditions to its legal or
financial advisors as necessary to obtain legal or financial advice.



     4.5 Injunctive Relief. Sublicensee understands, acknowledges and agrees that the Cisco BV
Proprietary Technology and Work Product constitute valuable business assets of Cisco BV, the
unauthorized use or disclosure of which may irreparably damage Sublicensor and/or Cisco BV. In the
event of breach or threatened breach of Sublicensee’s obligations hereunder, the parties agree that
each of Sublicensor and Cisco BV shall be entitled to obtain an injunction restraining Sublicensee
from violating such obligations without having to prove that monetary damages would not be an
adequate remedy or that no adequate remedy at law exists. Nothing in this Section shall be
construed as prohibiting Sublicensor or Cisco BV from pursuing any other remedies available to it
for such breach or threatened breach of this Authorized Sublicense Agreement by Sublicensee.



ARTICLE 5




TERM AND TERMINATION




     5.1 Term. This Authorized Sublicense Agreement shall be effective beginning on the Effective
Date and ending on the date of termination of the PPA, unless earlier terminated in accordance with
the provisions of this Article 5.



     5.2 Termination for Cause. The foregoing provision notwithstanding, Sublicensor shall have
the right to terminate this Authorized Sublicense Agreement or any of the licenses granted herein,
in whole or in part, at any time in the event Sublicensee fails or neglects to perform its
obligations under any material provision of this Authorized Sublicense Agreement, and, in the case
of defaults capable of cure, fails to cure such default within thirty (30) days after receipt of
notice of default. In addition, Sublicensor may terminate this Authorized Sublicense Agreement, by
giving written notice to Sublicensee, upon the occurrence of any of the following events: (i) any
act, determination, filing, judgment, declaration, notice, appointment of receiver or trustee,
failure to pay debts, or other events under any law applicable to Sublicensee indicating the
insolvency or bankruptcy of Sublicensee; or (ii) any




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extraordinary governmental action, including, without limitation, seizure or nationalization
of assets, stock, or other property relating to Sublicensee.



     5.3 Termination upon Notice. The foregoing provisions notwithstanding, Sublicensor shall have
the right to terminate this Authorized Sublicense Agreement, for any reason or no reason, without
compensation to Sublicensee, by providing at least thirty (30) days notice to Sublicensee of its
desire to terminate this Authorized Sublicense Agreement and the effective date of termination.



     5.4 Events Upon Termination.



          5.4.1 In the event of termination of this Authorized Sublicense Agreement, regardless of the
cause thereof, Sublicensee agrees to cease continued manufacture and transfer of Sublicensee
Products and Components and the provision of services that incorporate, embody, reflect or
otherwise use any Cisco BV Proprietary Technology or Work Product, and all rights and licenses
granted to Sublicensee hereunder shall terminate.




          5.4.2 Upon termination of this Authorized Sublicense Agreement, Sublicensee shall promptly
return to Sublicensor all embodiments of any Confidential Information then in its possession that
are in written, recorded, electronic or other tangible form. Sublicensee hereby expressly waives
and agrees not to assert any right of detention whatsoever with respect to any of the Confidential
Information.




          5.4.3 The provisions specified in this Authorized Sublicense Agreement to survive, or that by
their nature should survive, will remain in effect after termination of this Authorized Sublicense
Agreement.




ARTICLE 6




MISCELLANEOUS




     6.1 Notices. Any and all notices permitted or required to be made under this Authorized
Sublicense Agreement shall be in writing and shall be delivered by hand or sent by first class
mail, courier service, facsimile or email to the receiving party at its address indicated below or
at such other address as may be supplied by such party in writing to the other party. Such notices
shall be deemed to have been received upon delivery if delivered by hand, fifteen (15) days after
mailing if sent by first class mail, three (3) days after delivery to a courier service, and the
following business day if sent by facsimile or email. The address of any party may be changed at
any time by giving notice to the other party as provided in this Section. Unless otherwise agreed
by the parties, all notices and other communications hereunder shall be in the English language.



     6.2 Applicable Law. This Authorized Sublicense Agreement shall be governed by and construed
in accordance with the federal law of the United States as it applies to patents, copyrights and
trademarks and with respect to other matters in accordance with the internal laws of the State of
California U.S.A. as applied to contracts entered into and to be performed entirely within the
State of California by residents of such state.



     6.3 Successors and Assigns; Assignment. This Authorized Sublicense Agreement shall be binding
on and shall inure to the benefit of the parties and their respective




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successors and permitted
assigns. Sublicensee may not assign, transfer or convey this Authorized Sublicense Agreement, or
any of its rights and/or obligations under this Authorized Sublicense Agreement, without the
express prior written consent of Sublicensor and Cisco BV. Any successor or permitted assignee
shall hold its interest subject to all of the terms and conditions of this Authorized Sublicense
Agreement.



     6.4 No Waiver. The failure of any party to give notice to the other party of a breach of any
covenant, condition or obligation under this Authorized Sublicense Agreement shall not constitute a
waiver thereof, and the failure of any party to insist on strict performance of any covenant,
condition or obligation under this Authorized Sublicense Agreement shall not constitute a waiver of
such party’s right to demand strict compliance therewith in the future.



     6.5 Further Assurances. Each party hereby covenants and agrees that it shall execute and
deliver such deeds, assignments and other documents and take such additional actions as may be
reasonably requested by the other party to implement any of the provisions of this Authorized
Sublicense Agreement.



     6.6 Severability. In the event any provision of this Authorized Sublicense Agreement or the
application thereof in any circumstances violates any applicable law, rule, or regulation, or order
of any court, legislative body or governmental agency or is held to be invalid or unenforceable,
such violation, invalidity or unenforceability shall not affect the validity or enforceability of
the remainder of this Authorized Sublicense Agreement or of the application of any such provision
in any other circumstances. If any provision of this Authorized Sublicense Agreement constitutes a
violation or is ruled invalid or unenforceable, such provision shall be enforced to the extent
permissible, and the remainder of this Authorized Sublicense Agreement shall remain in full force
and effect.



     6.7 No Amendment. No modification or amendment of any provision of this Authorized Sublicense
Agreement shall be effective unless in writing and signed by both of the parties and approved in
writing by Cisco BV.



     6.8 Entire Agreement. This Authorized Sublicense Agreement constitutes the complete, final
and exclusive embodiment of the parties’ agreement with respect to the subject matter of this
Authorized Sublicense Agreement and supersedes all prior agreements, whether written or oral, that
may have been entered into between the parties regarding the subject matter of this Authorized
Sublicense Agreement.



     6.9 Counterparts. This Authorized Sublicense Agreement may be executed in counterparts, each
of which shall be deemed an original and all of which together shall constitute one agreement
binding on the parties. Each party hereby covenants and agrees to execute all duplicates or
replacement counterparts of this Authorized Sublicense Agreement as may be required or appropriate.
Executed counterparts of this Authorized Sublicense Agreement may be delivered as provided in
Section 6.1.



[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]





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     IN WITNESS WHEREOF, the parties hereto have caused this Authorized Sublicense Agreement to be
executed by their duly authorized representatives, and made effective as of the Effective Date.



	 	 	 	 	 	 	 	 	 
	SUBLICENSOR:	 	 	 	SUBLICENSEE:
	 
	 	 	 	 	 	 	 	 
	 
	 	 	 	 
	 
	BY:

	 	 	 	 	 	BY:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	NAME:

	 	 	 	 	 	NAME:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	TITLE:

	 	 	 	 	 	TITLE:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	DATE:

	 	 	 	 	 	DATE:	 	 
	 

	 	 
	 	 	 	 	 	 
	 
	 	 	 	 	 	 	 	 
	Address:

	 	 	 	 	 	Address:	 	 
	 

	 	 
	 	 	 	 	 	 





[SIGNATURE PAGE TO AUTHORIZED SUBLICENSE AGREEMENT]





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EXHIBIT A TO AUTHORIZED SUBLICENSE AGREEMENT




APPROVED PARTIES



[ * ]





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EXHIBIT B TO AUTHORIZED SUBLICENSE AGREEMENT




CISCO BV PROPRIETARY TECHNOLOGY



[ * ]





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EXHIBIT F




SPLIT SUPPLIERS AND SPLIT SUPPLIER UNITED STATES SITES




	 	 	 
	Name of Legal Entity	 	Split Supplier United States Site(s)
	Solectron Texas L.P.

	 	12455 Research Blvd.
	 

	 	Austin, Texas 78759
	 
	 	 
	CM anticipates that Solectron Texas L.P. will be merged with and into Solectron USA, Inc. shortly
after the Effective Date.
	 
	 	 
	Solectron USA, Inc.

	 	847 Gibraltar Drive
	 

	 	Milpitas, CA 95035







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