exv10w1





Exhibit 10.1






MANUFACTURING SERVICES AGREEMENT




between



JABIL CIRCUIT, INC.



and



IROBOT CORPORATION


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.









 









 








MANUFACTURING SERVICES AGREEMENT




     This Manufacturing Agreement (this “Agreement”) is entered into by and between Jabil Circuit,
Inc., a Delaware corporation, having offices at 10560 Dr. M.L. King Jr. Street North St.
Petersburg, Florida 33716, on behalf of Jabil and its Subsidiaries (“Jabil”), and iRobot
Corporation, a Delaware corporation (“Company” or “iRobot”), having its principal place of business
at 8 Crosby Drive, Bedford, MA 01730. Jabil and Company are referred to herein as “Party” or
“Parties”.



RECITALS




     A. Jabil is in the business of providing sophisticated manufacturing services that in some
cases may be unique in kind and quality, including designing, developing, manufacturing, testing,
configuring, assembling, packaging and shipping highly specialized electronic assemblies and
systems.



     B. Company is in the business of designing, developing, distributing, marketing and selling
products containing highly specialized electronic assemblies and systems.



     C. Whereas, the Parties desire that Jabil manufacture, test, configure, assemble, package
and/or ship certain electronic assemblies and systems pursuant to the terms and conditions set
forth in this Agreement.



     NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein,
and other good and valuable consideration, the receipt and sufficiency of which is hereby
acknowledged, the Parties agree as follows:



TERMS



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




     1.1 “AAA” shall have the meaning set forth in Section 25.13.2.



     1.2 “Additional Services” means services such as, design for manufacturability, manufacturing
design test support, computer assisted design for manufacturability, test development services,
volume production and advanced packaging technologies all as specified and approved by Company and
agreed to by Jabil.



     1.3 “Affiliate” means with respect to a Person, any other Person which directly or indirectly
controls, or is controlled by, or is under common control with, the specified Person. For purposes
of the preceding sentence, “control” of a Person shall mean the possession, directly or indirectly,
of the power to direct or cause the direction of the management or policies of such Person, or
direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote,
5% or more of the outstanding shares of any class of capital stock of such Person (or in the case
of a Person that is not a corporation, 5% or more of any class of equity interest).



     1.4 “Assigned Components” means the components or materials specifically identified in
Schedule 1 as “assigned” and for which Company has identified the applicable supplier from whom
Jabil is authorized to source such component or material for incorporation into the Product.



     1.5 “AVL” means the confidential list of Suppliers Designated by Company from which Jabil is
authorized to purchase the applicable Assigned Components and Generic Components for use in the
manufacture of Products.



     1.6 “Business Continuity Plan” shall have the meaning set forth in Section 21.1.



     1.7 “Class Failure” means a defect solely caused by (i) Jabil’s failure to manufacture any
Product to conform to the Specifications or other requirements in this Agreement, (ii) the failure
of Jabil to comply with any applicable law, rule, regulation, court order or decree that is
applicable to Jabil’s performance of its obligations set forth in this Agreement, or (iii) the
gross negligence or willful misconduct of Jabil’s personnel performing Manufacturing Services for
Company under this Agreement; wherein, such defect occurs in [*] or more of the total



 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




 









 




number of a particular Product (as identified by the applicable Product serial numbers)
supplied under this Agreement over a rolling [*] period within the Warranty Period.




     1.8 “Commercially Reasonable Efforts” means those efforts that would be deemed both
commercially practicable and reasonably financially prudent after having taken into account all
relevant commercial considerations. "Relevant commercial considerations” shall be deemed to
include, without limitation, (1) all pertinent facts and circumstances; (2) financial costs; (3)
resource availability and impact; (4) probability of success; and (5) other commercial
practicalities.



     1.9 “Company Indemnified Parties” shall have the meaning set forth in Section 19.



     1.10 “Company Intellectual Property” means all Intellectual Property, tangible embodiments
thereof and all other materials provided or made available to Jabil by Company, including, without
limitation the Specifications and Company Proprietary Information and Technology and Company
Property.



     1.11 “Company Marks” shall have the meaning set forth in Section 17.5.



     1.12 “Company Property” means all property, including all Product and Consigned Components,
other Components paid for by Company, inventories, work in process (WIP), Loaned Equipment,
Specifications, test equipment, software and documentation, and support maintenance or design
documentation, furnished to Jabil by Company or otherwise paid for by Company in connection with
this Agreement for Jabil’s use in performing its obligations hereunder.



     1.13 “Company Tooling” shall have the meaning set forth in Section 10.1.



     1.14 “Company Quarter End” means Company’s fiscal calendar which follows the 4-4-5 week format
identified in Schedule 6, which Schedule shall be updated by Company on an annual basis on or
before December 1st.



     1.15 “Competitor Product” shall have the meaning set forth in Section 18.



     1.16 “Compliance Certification” shall have the meaning set forth in Section 3.7.1.



     1.17 “Components” means those Assigned Components, Generic Components, and Consigned
Components.



     1.18 “Consigned Components” means those components that are provided by or on behalf of
Company, to Jabil, at Company’s expense for assembly into Products, including those Components or
materials specifically identified in writing by Company as “consigned.”



     1.19 “Defect” shall have the meaning set forth in Section 5.4.



     1.20 “Deliverable” shall mean an item specified as a deliverable in a SOW corresponding to
Additional Services provided by Jabil.



     1.21 “EDI” shall mean electronic data interchange.



     1.22 “Effective Date” shall mean the date upon which the terms and conditions of this
Agreement shall become effective by and between the Parties. The Parties have agreed that the
Effective Date of this Agreement shall be the late date of execution on the signature page to this
Agreement.



     1.23 “Encumbrance” means any encumbrance, lien, charge, hypothecation, pledge, mortgage, title
retention agreement, security interest of any nature, adverse claim, exception, right of set-off,
any matter capable of registration against title, option, right of pre-emption, privilege or any
contract to create any of the foregoing.



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




2









 





     1.24 “Fee and Price Schedule” shall mean the prices and fees set forth in Schedule 2 for the
applicable Product identified therein, and any future Fee and Price Schedule for new Product as
added in writing from time to time upon mutual agreement of the Parties.



     1.25 “FCA” means that Jabil must at its own expense and risk deliver the Product cleared for
export into the custody of the designated carrier at the applicable Port of Origin.



     1.26 “Force Majeure Events” shall have the meaning set forth in Section 24.1.



     1.27 “Forecast” shall have the meaning set forth in Section 11.1.



     1.28 “Generic Components” means the components or materials identified in Schedule 1 for
incorporation into the Product and for which Company has not identified any specific supplier or
source from whom Jabil is authorized to source such component or material.



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



     1.30 “in writing” shall mean written documents, EDI with phone confirmation, verified faxes
and successfully transmitted e-mails.



     1.31 “Initial Term” shall have the meaning set forth in Section 14.



     1.32 “Intellectual Property” means any and all intellectual property and tangible embodiments
thereof, including without limitation inventions, discoveries, designs, specifications,
developments, methods, modifications, improvements, processes, know-how, show-how, techniques,
algorithms, databases, computer software and code (including software and firmware listings,
assemblers, applets, compilers, source code, object code, net lists, design tools, user interfaces,
application programming interfaces, protocols, formats, documentation, annotations, comments, data,
data structures, databases, data collections, system build software and instructions), mask works,
formulae, techniques, supplier and customer lists, trade secrets, graphics or images, text, audio
or visual works, materials that document design or design processes, or that document research or
testing, schematics, diagrams, product specifications and other works of authorship.



     1.33 “Intellectual Property Rights” means, collectively, all rights in, to and under patents,
trade secret rights, copyrights, trademarks, service marks, trade dress and similar rights of any
type under the laws of any governmental authority, including without limitation, all applications
and registrations relating to the foregoing.



     1.34 “Jabil Circuit, Inc.” and “Jabil” shall be defined to include any Jabil Subsidiary.



     1.35 “Jabil Created Intellectual Property” means any improvements or modifications to the
Jabil Technical Manufacturing Information that are newly created or developed, and reduced to
practice by Jabil in (i) preparing any Product provided pursuant to this Agreement, or (ii)
performing the Manufacturing Services or any other work provided pursuant to this Agreement; but
shall not include any Jabil Existing Intellectual Property.



     1.36 “Jabil Existing Intellectual Property” means any Intellectual Property, including the
Jabil Technical Manufacturing Information, created or developed by Jabil outside the scope of this
Agreement during the Term or owned or controlled by Jabil prior to the execution of this Agreement;
and all improvements, modifications or enhancements to the foregoing made by or on behalf of Jabil.



     1.37 “Jabil Indemnified Parties” shall have the meaning set forth in Section 19.2.



     1.38 “Jabil Intellectual Property” shall mean both Jabil Created Intellectual Property and
Jabil Existing Intellectual Property, collectively.



     1.39 “Jabil Technical Manufacturing Information” means the manufacturing information, process
(not including its manufacturing process) and technology used by Jabil or third parties under its
control to



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




3









 





design/develop (as described in Additional Services above), test or manufacture the Products
including, but not limited to: (i) specifications, software, test software, schematics, drawings,
designs, mask works, topography or other materials pertinent to the most current revision level of
manufacturing of the Products; (ii) copies of all inspection, manufacturing, test and quality
control procedures and any other work processes (except manufacturing); (iii) jig, fixture and
tooling designs; (iv) Jabil general knowledge and information relating to the Products; and (v)
support documentation.




     1.40 “Jabil Warranty” shall have the meaning set forth in Section 5.1.



     1.41 “Lead-time” means the mutually agreed upon minimum amount of time in advance of shipment
that Jabil must receive a Purchase Order in order to deliver Product by the requested delivery
date.



     1.42 “Loaned Equipment” means capital equipment (including tools) which is loaned to Jabil by
or on behalf of Company to be used by Jabil to perform the Manufacturing Services and includes all
equipment, tools and fixtures purchased specifically for Company, by Jabil, to perform the
Manufacturing Services and that are paid for in full by Company.



     1.43 “Losses” shall have the meaning set forth in Section 19.



     1.44 “Manufacturing Services” means the services performed by Jabil hereunder which shall
include but not be limited to manufacturing, testing, configuring, assembling, packaging and/or
shipping of the Product, and all Reasonable and Customary Support Services, and any Additional
Services, all in accordance with the Specifications.



     1.45 “Marks” means trademarks, service marks, trademark and service mark applications, trade
dress, trade names, logos, insignia, symbols, designs or other marks identifying a Party or its
products.



     1.46 “Material Authorization” shall have the meaning set forth in Section 3.6.1.



     1.47 “Materials Declaration Requirements” means any requirements, obligations, standards,
duties or responsibilities pursuant to any environmental, product composition and/or materials
declaration laws, directives, or regulations, including international laws and treaties regarding
such subject matter; and any regulations, interpretive guidance or enforcement policies related to
any of the foregoing, including, but not limited to, the following examples: Directive 2002/95/EC
of the European Parliament and of the Council of 27 January 2003 on the restriction of the use of
certain hazardous substances in electrical and electronic equipment (“RoHS”), Directive 2002/96/EC
of the European Parliament and of the Council of 27 January 2003 on waste electrical and electronic
equipment (“WEEE”), and European Union Member State implementations of the foregoing; the People’s
Republic of China (PRC) Measures for the Administration of the Control of Pollution by Electronic
Information Products  promulgated on February 28, 2006 (including any
pre-market certification (“CCC mark”) requirements thereunder and including relevant standards
adopted by the PRC Ministry of Information Industry or other applicable PRC authority); PRC General
Administration of Quality Supervision, Inspection and Quarantine’s Circular 441 (2006); Japanese
Industrial Standard C0950:2005; the California Electronic Waste Recycling Act of 2003; Act on the
Recycling of Electrical and Electronics Equipment and Automobiles (1.1.2008) (Korea), Waste Act
(2004) and secondary legislation (based on EU directives ) (Croatia), Regulation (EC) No 1907/2006,
Regulation concerning the Registration, Evaluation, Authorisation and Restriction of Chemicals
(REACH), establishing a European Chemicals Agency amending Directive 1999/45/EC and repealing
Council Regulation (EEC) No 793/93 and Commission Regulation (EC) No 1488/94 as well as Council
Directive 76/769/EEC and Commission Directives 91/155/EEC, 93/67/EEC, 93/105/EC and 2000/21/EC
and/or other similar legislation.



     1.48 “Minimum Production Increase” shall have the meaning set forth in Section 11.6.



     1.49 “Minimum Volume” means the minimum volume, if any, set forth on Schedule 1 for a
particular Product.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




4









 





     1.50 “New York Courts” shall have the meaning set forth in Section 25.18.



     1.51 “Newly Created Intellectual Property” means, other than the Jabil Intellectual Property,
any and all Intellectual Property, tangible embodiments thereof and all other materials newly
created, developed, and reduced to practice, resulting from any work, Manufacturing Services or
other services performed by either or both Parties, including, but not limited to, by any of its or
their employees, agents or contractors, under this Agreement, that is incorporated by Jabil into
any Product or otherwise in a Deliverable that Jabil prepares for Company.



     1.52 “Non-Conforming Product” means any Product that does not conform to the Specifications.



     1.53 “Non-Disclosure Agreement” means that certain Mutual Non-Disclosure Agreement between the
Parties dated June 23, 2009, attached hereto as Schedule 4, as amended in Section 16 below.



     1.54 “NRE Costs” shall consist of expenses, excluding the Waived NRE Costs, incurred by Jabil
under this Agreement, including design engineering services, testing, fixturing and tooling and
other out-of-pocket costs, in each case for work performed by Jabil for Company pursuant to
Company’s prior written consent. For the avoidance of doubt, NRE Costs shall not include any costs
or expenses incurred by Jabil for any Reasonable and Customary Support Services.



     1.55 “On–time” shall have the meaning set forth in Section 3.9.4.



     1.56 [*]



     1.57 “Port of Origin” means Hong Kong, China or Yantian, China or another port mutually agreed
between Parties in writing..



     1.58 “Packaging and Shipping Specifications” means the packaging and shipping specifications
set forth in Schedule 1 and otherwise supplied and/or approved by Company.



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



     1.60 “Product Price” shall have the meaning set forth in Section 9.2.



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



     1.62 “Production Start Date” means the first day immediately following the business week
during which Jabil manufactures and delivers at least [*] units of a Product.



     1.63 “Proprietary Information and Technology” means “Proprietary Information” as defined in
the Non-Disclosure Agreement, as amended in Section 16 below.



     1.64 “Purchase Order” shall have the meaning set forth in Section 11.2.



     1.65 “Purchase Order Acknowledgment” shall have the meaning set forth in Section 11.3.



     1.66 “Quality and Test Procedures” means the testing specifications, quality requirements,
standards, procedures and parameters supplied and/or approved by Company, including without
limitation, the specifications and quality requirements plans for the Product and certain
Components attached hereto as Schedule 3.





     1.67 “R3 Product” means any and all configurations of the Roomba® 3 product SKUs manufactured




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




5









 




and assembled by Jabil on behalf of Company under this Agreement as identified in the initial
Schedule 1 to this Agreement.




     1.68 “Reasonable and Customary Support Services” mean all services and activities related to
reporting for Company and its customers, root cause analysis, testing, trials, inventory audits and
reconciliation, development and delivery of samples, participation and support of any new Product
introduction, design, procurement and maintenance of all production related fixtures, and design,
procurement and maintenance of all quality and test fixtures that may be necessary for Jabil to
execute the Quality and Test Procedures (but excluding any PCBA NRE’s and ICT fixtures and
programming as these will be subject to volume based negotiations that may result in the costs
being waived by Jabil).



     1.69 “RMA” shall have the meaning set forth in Section 5.4.



     1.70 “Renewal Term” shall have the meaning set forth in Section 14.



     1.71 “Specifications” means the technical specifications for manufacturing Products under this
Agreement as set forth in Schedule 1, any bill of materials, designs, schematics, assembly
drawings, process documentation, test specifications, current revision number, and Approved Vendor
List, and other technical requirements/specifications for manufacturing otherwise supplied and/or
approved by Company. Specifications also include Packaging and Shipping Specifications.
Specifications may be amended from time to time by amendments in the form of written engineering
change orders agreed to by the Parties.



     1.72 “SOW” means the statement of work for each Product set forth in any Schedule 1 as amended
in writing from time to time upon mutual agreement of the Parties.



     1.73 “Subsidiary(ies)” means any corporation, partnership, joint venture, limited liability
entity, trust, association or other business entity of which a Party or one or more of its
Subsidiaries, owns or controls more than 50% of the voting power for the election of directors,
managers, partners, trustees or similar parties.



     1.74 “Suppliers Designated by Company” means suppliers designated, specified and/or approved
by Company.



     1.75 “Sustainable and Competitive Pricing” shall have the meaning set forth in Section 9.1.



     1.76 “Term” means the Initial Term and each Renewal Term, collectively.



     1.77 “Termination Effective Date” shall have the meaning set forth in Section 15.3.3.



     1.78 “Transition Period” shall have the meaning set forth in Section 15.4.



     1.79 “Waived NRE Costs” means, collectively, the total NRE Costs for the Metal Parts Tooling
NRE, PCBA NRE, and the ICT NRE, each as set forth in Schedule 2.



     1.80 “Warranty Period” shall have the meaning set forth in Section 5.3.


2 List of Schedules. This Agreement includes the following Schedules for each Product to
be manufactured hereunder, which are hereby incorporated herein and made a part of this Agreement:




          Schedule 1 – Statement of Work and Specifications




          Schedule 2 – Fee and Price Schedule (Final Jabil Quote)




          Schedule 3 – Quality and Test Procedures




          Schedule 4 – Non-Disclosure Agreement




          Schedule 5 – Company Marks




          Schedule 6 – Company Quarter End



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



6









 










3 Manufacturing Services. Jabil will manufacture the Product in accordance with the
Specifications and any applicable Purchase Order. When requested by Company, and subject to
appropriate fee and cost adjustments, Jabil will provide Additional Services for existing or future
Product manufactured by Jabil for Company. Company shall be solely responsible for the sufficiency
and adequacy of the Specifications and shall hold Jabil harmless for any claim arising therefrom
pursuant to Section 19.2.




     3.1 Quality and Test Procedures. All Products manufactured and supplied by Jabil
shall adhere to the Quality and Test Procedures as set forth in this Agreement, including the
Quality and Test Procedures attached as Schedule 3 hereto. Jabil shall continuously perform the
applicable quality tests and procedures and monitor such compliance at all times, including during
the preparation for production as well as during production. Company shall be solely responsible
for the sufficiency and adequacy of the Quality and Test Procedures and will hold Jabil harmless
from any claims arising therefrom pursuant to Section 19.2. Jabil is responsible for designing
and/or purchasing and maintaining necessary test and fixture equipment to conduct such testing and
procedures at no charge in connection with performing the Reasonable and Customer Support Services.
Where applicable, Company will provide detailed test fixture design/layout. Jabil is responsible
for Jabil employee/worker’s training, employee/worker’s instructions, preventive and/or
on-conditional (as needed) maintenance plans, and calibration plans unless otherwise specified by
Company



     3.2 Packaging and Shipping. Jabil will package and ship the Product in accordance
with the Packaging and Shipping Specifications. Company shall be solely responsible for the
sufficiency and adequacy of the Packaging and Shipping Specifications and shall hold Jabil harmless
from any claims arising therefrom pursuant to Section 19.2. In the event Jabil fails to comply
with the Packaging and Shipping Specifications and such results in a breach of the Jabil Warranty,
the provisions of Section 5.4 shall apply.



     3.3 Items to be Supplied by Company. Company shall supply to Jabil, according to the
terms and conditions specified herein, Company Proprietary Information and Technology and, if
applicable, the Loaned Equipment, and Consigned Components pursuant to Section 12.1. Company will
also provide to Jabil all Specifications, Quality and Test Procedures, Packaging and Shipping
Specifications, Product design drawings, approved vendor listings where applicable, material
component descriptions (including approved substitutions), manufacturing process requirements, and
any other specifications necessary for Jabil to perform the Manufacturing Services. Company shall
be solely responsible for delay in delivery, defects and enforcement of warranties related to the
Consigned Components, and Company shall hold Jabil harmless from any claims arising therefrom
pursuant to Section 19.2. Any Loaned Equipment that Company requests Jabil to accept shall be
subject to specific acceptance criteria (including maintenance and repair schedules) that are
mutually created and mutually agreed upon. Once Jabil has accepted the Loaned Equipment, Jabil is
responsible for adhering to the specifications describe in the acceptance criteria.



     3.4 Items to be Supplied by Jabil. Jabil will employ the Jabil Manufacturing Process,
and provide the Manufacturing Services, Reasonable and Customary Support Services, any required
manufacturing technology, manufacturing capacity, design services in support of manufacturing
process (to include fixture design) labor, manufacturing and quality related fixtures,
transportation logistics (as required by FCA Port of Origin), systems and facilities necessary for
Jabil to perform the Manufacturing Services. Jabil will provide Reasonable and Customary Support
Services at no charge.



     3.5 Company Inspection. Company shall have the right, upon reasonable advance notice,
during normal business hours and at its expense to inspect, review, monitor and oversee the
Manufacturing Services, provided that such inspection shall not disrupt Jabil’s normal business
operations. Company shall cause each of its employees, agents and representatives who have access
to Jabil’s facilities, to maintain, preserve and protect all Proprietary Information and Technology
of Jabil and the confidential or proprietary information and technology of Jabil’s other customers
in accordance with the Non-Disclosure Agreement. Company shall further have the right to bring
Company’s customers to Jabil’s facility, upon reasonable advance notice and under the same
obligations to Jabil surrounding protection of Jabil’s Proprietary Information and Technology and
Jabil’s customers’ confidential or proprietary information and technology. Company’s employees have
the right to obtain relevant artifacts (such as reports, process tracking charts, etc.) and take
photographs and videos of Company related Products, Components, manufacturing processes, tests,
fixtures, tools or items at any time during the inspection, subject to Jabil’s prior



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




7









 




review and approval of said photographs and videos.




     3.6 Materials Procurement.



          3.6.1 Jabil will use Commercially Reasonable Efforts to procure Assigned Components from the
applicable designated supplier per Company’s AVL and Generic Components per Company’s BOM, where
applicable, and otherwise from suppliers chosen by Jabil and approved by Company, in amounts
necessary to fulfill Purchase Orders and to procure under Material Authorizations. Jabil will be
responsible for adherence to the Product Specifications in the assembly and manufacturing process.
Company will be responsible for the part functionality set forth in the Company Specifications.
Company will be responsible for managing the pipeline of Company controlled Consigned Components.
Jabil will be responsible for managing the pipeline of all Assigned Components, Generic Components,
and any Consigned Components controlled by Jabil to the extent empowered by Company through its
Material Authorizations and Purchase Orders. Company may authorize Jabil to procure Generic
Components and Assigned Components necessary, without a Purchase Order, by issuing a written
authorization to purchase such Components (“Material Authorization”), to meet specific Forecast or
Purchase Order demand as well as any coverage which may be needed for NCNR and Long-Lead
Components. In the event of schedule changes, Jabil shall use Commercially Reasonable Efforts to
cancel all applicable material and parts purchase orders and reduce material and parts inventory
through return for credit programs or allocate such materials and parts for other customer orders.
Company retains all liability for materials and parts Jabil cannot return or reuse elsewhere after
Commercially Reasonable Efforts to mitigate such liability, if those materials were ordered by
Jabil acting on Company’s Material Authorization or Purchase Order. Jabil’s obligation to exercise
Commercially Reasonable Efforts to return/reuse any materials shall extend to all Components
regardless of classification, except for non-cancel/nonreturnable (NCNR) Components.




          3.6.2 Long-Lead Components. Jabil shall not purchase any Component designated in
Schedule 2 as a “long lead” Component by Company without a Material Authorization or Purchase
Order. Jabil shall use Commercially Reasonable Efforts to continuously improve lead time for all
Components. With Company’s prior written consent (such as a Material Authorization), Jabil may
pre-purchase Generic Components and Assigned Components, or pre-build sub assemblies, modules, core
robots or even completed SKU quantities in order to meet Forecast volumes, or anticipated volumes
under Purchase Orders and Material Authorizations.




     3.7 Materials Declaration.



          3.7.1. Company shall notify Jabil, in reasonable detail, with respect to each Product as of
the Effective Date, whether or not such Product is exempt from Materials Declaration Requirements.
Where Company notifies Jabil in writing that the Product is subject to Materials Declaration
Requirements, Jabil will use Commercially Reasonable Efforts to procure, or assist Company in
procuring (if applicable) Components and other parts and materials that are compliant with
Materials Declaration Requirements. Upon Company’s request, Jabil shall use commercially
reasonable efforts to collect documentation from suppliers on the AVL as of the Effective Date,
certifying compliance with Materials Declaration Requirements with respect to Components, the form
of which certification has been provided, or approved, by Company (“Compliance Certification”).
Jabil shall obtain such Compliance Certification from each suppliers added to the AVL after the
Effective Date, and from each supplier chosen by Jabil pursuant to Section 3.6.1. Upon Company’ s
request, Jabil shall promptly provide copies of all requested Compliance Certifications to Company.
In the event that any supplier does not provide Compliance Certification, Jabil shall promptly
notify Company and cooperate with Company to remove such supplier from the AVL or take such other
action that the parties mutually agree upon in writing. In addition, Jabil shall fully cooperate
and render all necessary assistance to Company in Company’s efforts to recover on any claims
against any suppliers related to Materials Declaration Requirements. In the event that a supplier
fails to provide a Compliance Certification, Jabil has notified Company of such failure and Company
has notified Jabil that Company still chooses to accept Components from such supplier, then Jabil
shall bear no responsibility or liability for the lack of such Compliance Certification. However,
Company understands and agrees that:




          3.7.1.1. Company is responsible for notifying Jabil in writing of the specific Materials
Declaration Requirements and any exemptions thereto that Company determines to be applicable to the
Product and



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




8









 




shall be solely liable for the adequacy and sufficiency of such determination and information;




               3.7.1.2. Any information or certification regarding Materials Declaration Requirements
compliance of parts, components, packaging or materials used in the Products shall come from the
relevant supplier, which Jabil shall provide to Company promptly following receipt of any such
information or certification. Jabil does not test, certify or otherwise warrant component, part,
packaging or materials compliance, on a homogenous material level or any other level, with
Materials Declaration Requirements; and



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



               3.7.1.4. In the event Jabil becomes aware of any Material Declaration Requirements that may
be applicable to the Product or any Component thereof, Jabil will use Commercially Reasonable
Efforts to notify Company of such Material Declaration Requirements.



     Notwithstanding any other provision set forth in this Agreement, including amendments,
attachments, or any other document incorporated herein (i) if any Products do not comply with the
Jabil Warranty, then Company shall be entitled to the remedies provided in Section 5.4 below for
such Non-Conforming Products, this Section 3.7 sets forth Jabil’s sole responsibility and liability
and Company’s entire remedy from Jabil with respect to Materials Declaration Requirements and any
third party claims against Company related to the Materials Declaration Requirements, and that
absent this provision, Jabil would not enter this Agreement.



     3.8 Product Evaluation. Acceptance of the Product will occur upon Company’s or its
designee’s receipt of the Product. Notwithstanding the foregoing, Company reserves the right to
inspect or evaluate any Product to determine if it conforms, in all material respects, to the
Specifications. In the event Company determines that the Product does not pass its acceptance test
procedures or inspection procedures, (i) Company shall notify Jabil in writing that such Product is
a Non-Conforming Product, and (ii) Jabil will assume its obligations and Company will have the
available remedy with respect to such Non-Conforming Products as set forth in Section 5.4. For the
avoidance of doubt, the Jabil Warranty in Section 5 will survive any acceptance, inspection, or
evaluation by Company under this Section.




	3.9	 	Purchase Order Performance.






     3.9.1 Jabil shall fill and deliver 100% of the Products purchased under a Purchase
Order by the due date specified in Jabil’s Order Acknowledgment of such Purchase Order.




     3.9.2 In the event that Jabil fails to fill and deliver “On-time” as defined in Section
3.9.4, solely due to an act or omission by Jabil, then Jabil shall pay to Company
commercially reasonable expedited shipping charges to deliver the affected order to Company.




     3.9.3 Notwithstanding anything to the contrary, the following is hereby excluded from
On-time delivery calculations:




	 	•	 	Obsolete Parts. Components which are no longer actively being manufactured,
but found through limited distribution supply, brokers and/or through a Company
last-time buy. Jabil is responsible for proactively monitoring threat to
obsolescence and issuing advance notification to Company as soon as it becomes
aware of same so that Company may have sufficient time to introduce alternate
component.
	 
	 	•	 	Force Majeure event as provided in Section 24.
	 
	 	•	 	Company caused and/or controlled delays.






     3.9.4 For purposes of this Agreement, “On–time” delivery means: delivery of [*] of the
Products purchased under a Purchase Order are delivered by the due date indicated on Jabil’s




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




9









 







Acknowledgment to Company’s Purchase Order for such Products, no later than the end of
[*] thereafter; minus [*] for any portion of the order delivered early [*]. Jabil will
monitor and report to Company monthly “On-time” delivery per Purchase Order and Order
Acknowledgment, and such report shall include the number of Purchase Orders placed by
Company within the Lead Time versus number of Purchase Orders delivered On-time.



     3.10 Assigned and Consigned Components.



          3.10.1 Company may elect to assign a specific supplier and part number for any component or
material, including any rechargeable battery, battery charger, masked IC components, motors,
packaging material, and gears. In such case, Jabil shall source such Assigned Components from the
applicable supplier and implement supply optimization inventory practices. In the event that
Company elects to transfer to Jabil the purchasing responsibility for any Consigned Component,
Jabil shall assume such responsibility as soon as reasonably practicable. The Parties will work in
good faith to identify and implement all reasonable measures to allow for Jabil to assume such
purchasing responsibility for such Consigned Component.




          3.10.2 Jabil will segregate, conspicuously identify and safeguard all Company owned and
Consigned Components in such fashion to clearly identify the Consigned Components as the property
of Company. Jabil shall maintain all Components at its own expense in accordance with the product
requirements provided in writing to Jabil.




          3.10.3 Title and possession of all Consigned Components placed into Jabil’s facility shall
remain with Company as if it were an actual shipment of Product to Company. Insurance covering the
Consigned Components will be the responsibility of Company. Such insurance includes a waiver of
subrogation against Jabil. Jabil shall hold inventory on consignment for support of Company’s
Products and business at levels mutually agreed upon by Company and Jabil, but no less than an
amount to satisfy Purchase Orders against the current Material Authorizations, subject to Company
providing (or authorizing procurement of) sufficient quantities. Jabil will at all times utilize
FIFO inventory management for all Consigned Components. In the event that Jabil’s failure to
utilize FIFO inventory management for the battery Components results in any battery Component
remaining in consigned inventory for more than six (6) months (subject to Company’s sufficient
consumption under Purchase Orders so that no Components will remain in consigned inventory for more
than 6 months when FIFO is utilized), then Jabil shall, at its own expense, coordinate with the
applicable supplier for the return and replacement of such battery Components for new or properly
re-charged battery Components. If Company does not place Purchase Orders that consume Consigned
Components consistent with applicable Forecast, the Parties will negotiate in good faith the
disposition of Consigned Components held by Jabil. Jabil shall provide to Company upon request a
detailed accounting of all Consigned Components and all other Components, Products and materials of
Company at Jabil’s premises or otherwise under Jabil’s control.




          3.10.4 Sales of Products and Components. Without Company’s prior written consent,
Jabil shall not, directly or indirectly, sell, supply or otherwise transfer any Product to any
Person other than Company or Company’s designated customer or distributer.



4 Quality; Product Recalls.




     4.1 Governing Quality documents.



          4.1.1 Supplier Qualification Jabil shall be responsible for demonstrating that all
Jabil recommended suppliers were qualified using Jabil’s supplier qualification process.




          4.1.2 Incoming Quality Control. Unless otherwise specified, incoming quality control
(IQC) methodology for incoming materials shall be governed by existing process at Jabil, subject to
Company’s right to comment and suggest changes and improvements thereto. With respect to the
Consigned Components, the R3 Battery Incoming Inspection quality requirements will be governed as
per Production QC Plan – R3 Battery document, and the R3 Power Supply Incoming Inspection quality
requirements will be governed as per Production QC Plan – R3 Power Supply, each as included in the
Quality and Test Procedures.







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.





10









 








          4.1.3 Tooling & Tooling Cavity. Tooling & Tooling Cavity requirements shall be
governed, at a minimum, as per the testing process outlined in the Production Quality Specification
and Test Plan – General Requirements included in the Quality and Test Procedures. Jabil shall
design, develop and deliver all tooling necessary to develop, manufacture, and assemble the parts
identified in the engineering drawings (CAD files) and other specifications provided by Company to
Jabil. Each cavity (if multiple cavities in one tool) shall be dimensionally identical. The
quality of the molded part shall be governed, at a minimum, as per process outlined in Quality
Specification and Test Plan – General Requirements included in the Quality and Test Procedures.




          4.1.4 Calibration Requirements. Calibration requirements are outlined in the
applicable Production QC Plan documents included in the Quality and Test Procedures. Jabil shall be
responsible for development of implementation and maintenance plans to comply with all such
calibration requirements.




          4.1.5 Preventive and/or On-Conditional Maintenance. Unless otherwise specified,
Preventive and/or On-Conditional Maintenance requirements shall be governed by existing process at
Jabil, subject to Company’s right to comment and suggest changes and improvements thereto.




          4.1.6 Environmental Control. Environmental Control requirements shall be governed as
per the QC General Requirements – Environmental Control Standards document included in the Quality
and Test Procedures.




          4.1.7 Data Collection. Quality related data collection and data transfer requirements
shall be governed as per the Production Quality Data Collection and Data Transfer Requirements
document included in the Quality and Test Procedures.




     4.2 Continuous Quality Improvement. Jabil shall establish a program for continuous
improvement demonstrated by annual improvement goals for a series of key quality objectives, which
shall be subject to review and approval in writing by Company.



     4.3 Product Inspection and Traceability. Jabil shall establish inspection points
throughout its manufacturing process and shall be governed, at a minimum, by the Quality and Test
Procedures. These points must be located in-process as well as after Product has completed all
manufacturing operations, to assure through visual, mechanical, or electro-mechanical inspections,
tests and with the use of statistically valid sampling plans or 100% inspection that Product
conforms to the Specifications, standards of acceptable workmanship as well as any reasonable
requirements of Company. Company reserves the right to review the additional verification points
proposed by Jabil and make suggestions for improvement.



     4.4 Certifications. Regulatory compliance certifications are required as a condition
for the production, shipment, sale, and disposal of all Company products, and as such, Company is
obligated to maintain a commitment to meeting all regulatory compliance requirements. As a
condition of the compliance certification process, the Products and Jabil’s manufacturing facility
shall be subject to periodic audits and certification testing. Jabil shall provide objective
evidence that it meets such requirements pertaining to all regulatory, quality, and compliance
requirements and will provide such information upon request from Company. Objective evidence shall
include, but is not limited to, existing certification documents and certification inspection
reports from Jabil and each of its suppliers.



          4.4.1 Product Specific Certifications. Company is responsible for maintaining all
existing product certifications. Jabil shall comply, and shall flow such requirement to its
suppliers to comply, with any and all Product specific, certification-related requirements such as:
informing Company of the source and manufacturing part number of every Component and validation
that Jabil’s processes are compliant to such certification requirements. Jabil shall support all
recertification requirements for all Product certifications. All Product licenses and Product
certifications shall be in Company’s name. In the event that Company requires Product changes
which result in Product recertification, Company will bear any licensing and external testing fees
for all such Product certifications. In the event that Jabil requires Product changes which result
in Product recertification, Jabil will notify Company immediately and bear any licensing and
external testing fees for all product certifications.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.





11









 








          4.4.2 Manufacturing Facility Specific Certifications. Jabil shall support and maintain
specific requirements related to the Product certification requirements. Jabil shall bear any
reasonable fees associated with these pre-requisite site specific certifications. All
pre-requisite site specific certifications shall be maintained in Jabil’s name. In the event that
Company requires product or business changes which result in additional site specific
certifications by Jabil, Jabil shall promptly take all actions necessary to comply with such
requirements. In addition, Jabil shall promptly execute documents and take such further action as
Company shall reasonably request in order to comply with any certification required by any customer
or distributor of Company.




          4.4.3 Records Retention. For a period of seven (7) years from delivery of each
Product (items produced under the engineering pilot (EP) cycles are considered Product), Jabil
shall maintain accurate and complete records for all Products manufactured hereunder, including,
but not limited to, all configuration and engineering records. This shall include all records
relating to product traceability to ensure both forward and reverse traceability. Records shall
contain, as a minimum, all information relating to the following:





	 	•	 	Component lot certificates
	 
	 	•	 	Product (finished good) serial numbers and as built configuration
	 
	 	•	 	Volume of Product units manufactured with each production run
	 
	 	•	 	Location of each Product unit (for semi-finished and finished Product)
	 
	 	•	 	Serial numbers for all Products associated with each Purchase Order
	 
	 	•	 	All in-coming quality control (IQC), WIP, post-production, and quality
inspection data of each Product shipped
	 
	 	•	 	All life testing units (minimum of 1 year is required)
	 
	 	•	 	All signed samples





          4.4.4 Articles Approval. Jabil shall conduct first article inspection after any
production stoppage and shall be governed by the Production Quality Specification and Test Plan –
General Requirements document included in the Quality and Test Procedures. Company also requires
first article inspection builds during each EP cycle. Company further requires first article
inspection builds for all new engineering designs of Product, engineering changes of Product, and
Jabil initiated changes. Results of first article inspections performed by Jabil shall be sent to
Company quality representative within [*] of completion. During the ramp up to production, Vendor
will send to Company the samples identified on Schedule 3 in the frequency, amounts, formats set
forth therein, and as amended from time to time by Company.




          4.4.5 Molding Parameter Instructions. Before the start of production for each
Product, Jabil and Company will jointly agree on molding parameter instructions for each tool to
insure optimum performance and quality. This exercise shall be conducted in addition to Jabil’s
adherence to Quality and Test Procedures. Jabil shall coordinate with its molding team to insure
the molds are run according to the agreed upon parameters. Jabil will identify any methods to
improve the cost or efficiency for the molding process, but will seek Company’s written approval
before implementing any change in production. After it has been reviewed and agreed upon by the
Parties, the quality requirements will be maintained and controlled through engineering change
requests (ECR) and/or engineering change notices (ECN). Components with no regrind allowed will
have that stated on the applicable part drawing.




          4.4.6 Product Precision. The R3 Product requires repeatable precision to insure
adequate overall system performance. Prior to Company’s issuance of any Purchase Order for Jabil
to build a tool for Company, Company will specify critical dimensions and acceptable tolerance
bounds, which will account for the many complex factors that influence the final molded dimensions
of the parts. Jabil shall be responsible for tuning the machines to compensate for these
variations. To ensure that Components are conforming to the Specifications, as conditions evolve
over time, Jabil will sample and measure, on a daily basis or at the frequency defined as per
Production QC Plan – Roomba 3 Robot included in the Quality and Test Procedures, the key parts to
insure dimensional compliance. If any batch of Components fails to comply with Specifications, the
disposition of the molded parts and units made with such non-conforming molded parts shall be
governed by the Production QC Plan – Roomba 3 Robot included in the Quality and Test Procedures.
Company reserves the right to determine final




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




12









 







disposition of all non-conforming material.




          4.4.7 Secure Testing Facility. Jabil shall provide intellectual property secure
on-site facilities for Company’s final inspection quality control team, as well as the necessary
inspection technicians to assist during inspections.




          4.4.8 Quality Test Plan Audits. Company and Jabil shall coordinate with Jabil’s
quality team to generate an audit plan that complies with the detailed Quality and Test Procedures.
Upon mutual agreement, this plan will serve as the gold standard. This plan will be under ECR/ECN
control.




          4.4.9 Signed Samples. Company will provide all necessary signed samples before
production of each Product.




          4.4.10 Random Inspections. Company, or its designated representative, will perform
final random inspections on all shipments according to the sampling plan described in the
Production Quality Specification and Test Plan – General Requirements included in the Quality and
Test Procedures. Sections 3.8 and 5 shall apply to any breach of warranty by Jabil.




     4.5 Returned Products. Jabil shall establish a program for analyzing Product returns
and for tracking Product return rates and failure types. Jabil will utilize Company provided Return
product information in such analysis and tracking. Jabil shall provide objective evidence to
demonstrate appropriate corrective actions, as needed, to address Product Returns root cause.



     4.6 Recalls. If Company reasonably decides to, or is required by any government
authority or court of competent jurisdiction to, initiate a product recall, withdrawal or field
correction with respect to, or if there is any governmental seizure of, any Product covered by the
Jabil Warranty, Company will notify Jabil of the details regarding such action, including providing
copies of all relevant documentation concerning such action. Jabil will assist Company in
investigating any such situation. All regulatory contacts that are made and all activities
concerning seizure, recall, withdrawal or field correction will be coordinated and made by Company,
and all communications in connection with any recall, shall come solely from Company. If any such
recall, withdrawal, field correction or seizure is due to a Class Failure (as defined above), then
the rights, remedies and obligations under Sections 5.4 and 5.6 shall apply.


5 Warranty & Remedy.




     5.1 Jabil Warranty.



          5.1.1 Product Warranty. Jabil represents, warrants and covenants that: (i) it will
manufacture the Product in accordance with IPC-A 610 Class 2 workmanship standard, (ii) and that at
the time of manufacture, the Product will conform, in all material respects, to the Specifications
and (iii) the Products will be free and clear of all Encumbrances. The foregoing warranty
(collectively, the “Jabil Warranty”) shall apply to any Product that is repaired or re-manufactured
by or on behalf of Jabil under this Agreement during the Warranty Period. This Product warranty is
extended to, and may only be enforced by, Company.




     5.2 Components Warranty. To the extent Jabil is permitted to do so under applicable
third party agreements, with respect to defects in Components, Jabil’s sole and exclusive
obligation will be to pass on to Company all warranties from Component suppliers to the extent that
they are transferable. Jabil shall use Commercially Reasonable Efforts to ensure that all Assigned
Components used in the Product are procured from suppliers on the AVL, unless otherwise agreed to
by the Parties in writing. If Jabil incurs any cost in assisting Company at Company’s request in
pursuing and/or utilizing on Company’s behalf any transferable supplier warranty (including any
analysis associated therewith), Jabil shall notify Company in writing in advance of incurring such
costs and Company shall reimburse Jabil accordingly for any such approved cost.



     5.3 Survival of Warranty. Product warranties will survive any inspection, delivery,
acceptance or payment by Company and be in effect for a period of [*] from the date a Product is
initially delivered to Company or to Company’s designated carrier (such period, the “Warranty
Period”).


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



13









 





     5.4 Repair or Replacement of Defective Product. Jabil shall elect, in its sole
discretion, to repair, replace, or issue credit to Company in an amount equal to the price paid by
Company under applicable Purchase Order for, any Non-Conforming Products caused by a breach of the
warranty set forth in this Section 5. Any such credit, repair or replacement shall be pursuant to
Jabil’s standard return material authorization process and procedure (“RMA”), pursuant to which
Company will request an RMA number from Jabil for such Non-Conforming Product during Warranty
Period and Jabil shall issue such RMA number within one (1) business day following Company’s
request. Company shall then consign the Non-Conforming Products along with objective documentation
of the applicable breach of warranty and alleged defect (“Defect”), FOB Jabil’s repair facility and
specify the Jabil assigned RMA number. Jabil will promptly analyze such RMA Product and provide
notice of Jabil’s confirmation or rejection of the Defect to Company within ten (10) days of
receipt of such Product. If such Defect is confirmed, then Jabil will repair, replace, or issue a
credit to Company in an amount equal to the price paid by Company under applicable Purchase Order
for, the Non-Conforming Products within twenty (20) business days of receipt by Jabil of such
Non-Conforming Products, and in the event the Defect is confirmed, Jabil will reimburse Company for
the reasonable cost of transporting the Non-Conforming Products to Jabil’s designated facility and
Jabil will deliver the repaired or replacement Products FCA Company’s designated destination. If
no such Defect is confirmed by Jabil after seeking reasonable input from Company regarding the
alleged Defect, Company shall reimburse Jabil for all fees, costs and expenses incurred to analyze
and, if requested by Company, repair or replace the non-defective Products and Company shall bear
responsibility for all transportation costs to and from Jabil’s designated repair facility.



     5.5 Class Failure. In the event that Jabil is notified in writing of a detailed and
complete description of Company’s basis of a Class Failure, Jabil shall:



          5.5.1 Within 24 working hours of receipt of such notice, Jabil will provide Company with a
status report and details of a proposed interim solution (or if Jabil disputes the basis for Class
Failure, it shall provide written notice to Company of same and any such dispute shall be resolved
by the Parties in accordance with the provisions of Section 25.13); and




          5.5.2 No later than five (5) business days following notification of such Class Failure,
provide Company with a root cause analysis and corrective action plan (unless Jabil provides
written notice of dispute of such Class Failure as noted above).



In each of the foregoing cases, Company will make available such information and assistance
reasonably required to allow Jabil to conduct its root cause analysis and to provide its corrective
action plan.




     5.6 Remedies Due to Class Failure or Recall. In the event of a Class Failure or
recall of a Product solely caused by a Class Failure, then, in addition to the rights, remedies and
obligations under Section 5.4 with respect to such Product, the following costs and expenses
incurred by Company as a direct result of the Class Failure or recall shall be borne by Jabil: (i)
costs of transport of affected Products between the Jabil facility and Company facility; (ii) costs
to re-inspect 100% of the rejected lots of batches/sorting costs; (iii) costs of repair in
Company’s production line; and (iv) [*] of the reasonable out of pocket costs and expenses incurred
as a direct result of transporting the affected Products between Company and the end user or
between the end user and Jabil. Company shall provide all supporting documentation of its incurred
costs to Jabil before or along with its invoice for same and Jabil will remit payment by forty-five
(45) days receipt of same. If Jabil in good faith disputes any such invoiced charges, Jabil will
notify Company of the disputed items in writing within said forty-five days.



     5.7 Third Party Repair and Re-Manufacture; Other Defects. Notwithstanding anything to
the contrary in this Agreement, Company may itself, or through a third party, and at its own
expense, repair or replace, or re-manufacture any Product (whether or not such Product is
defective) without any obligation or liability to Jabil (such Company actions shall void the Jabil
Product Warranty). If Company wishes Jabil to undertake repair or replace Products that are
non-conforming due to reasons other than a breach by Jabil of its warranty obligations hereunder,
and Jabil agrees to perform such work, Jabil will provide a quotation to Company for such work and
the Parties will mutually agree on an allocation of costs for the repair, replace and/or
re-manufacture process prior to Jabil performing such work.


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



14









 





     5.8 Limitation of Warranty.



          5.8.1 THE REPRESENTATIONS AND WARRANTIES SET FORTH IN SECTION 5 AND 16.2 ARE IN LIEU OF, AND
JABIL EXPRESSLY DISCLAIMS AND WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND
WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE,
CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING COMPLIANCE WITH MATERIALS DECLARATION
REQUIREMENTS, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT OR MISAPPROPRIATION OF ANY RIGHT, TITLE OR INTEREST OF ANY PARTY OR ANY THIRD
PARTY. SECTIONS 5.4 AND 5.6 CONSTITUTE COMPANY’S SOLE AND EXCLUSIVE REMEDY FOR A BREACH MADE BY
JABIL OF THE JABIL WARRANTY. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY UNDERSTANDS
AND AGREES THAT IT SHALL HAVE FULL AND EXCLUSIVE LIABILITY WITH RESPECT TO ANY PRODUCT, WHETHER FOR
PRODUCT DESIGN LIABILITY, PRODUCT LIABILITY, DAMAGE TO PERSON OR PROPERTY AND/OR INFRINGEMENT OR
MISAPPROPRIATION OF THIRD PARTY RIGHTS. NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION OUTSIDE OF
THIS AGREEMENT BY EITHER PARTY, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR
EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER.




          5.8.2 AT THE TIME OF DELIVERY TO JABIL, COMPANY SHALL BE RESPONSIBLE FOR THE QUALITY OF
CONSIGNED COMPONENTS. NOTWITHSTANDING THE FOREGOING, WITH RESPECT TO ANY LOANED EQUIPMENT OR
CONSIGNED COMPONENTS, COMPANY HEREBY EXPRESSLY DISCLAIMS AND WAIVES ANY AND ALL OTHER WARRANTIES,
OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR
PERFORMANCE, CUSTOM USAGE IN THE TRADE OR OTHERWISE INCLUDING ANY WARRANTY EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR
NON-INFRINGEMENT OR MISAPPROPRIATION OF ANY RIGHT, TITLE OR INTEREST OF ANY PARTY OR ANY THIRD
PARTY.




          5.8.3 JABIL’S WARRANTY SHALL NOT APPLY TO ANY PRODUCT THAT HAS BEEN SUBJECTED TO TESTING FOR
OTHER THAN SPECIFIED ELECTRICAL CHARACTERISTICS OR TO OPERATING AND/OR ENVIRONMENTAL CONDITIONS IN
EXCESS OF THE MAXIMUM VALUES ESTABLISHED IN COMPANY’S APPLICABLE SPECIFICATIONS, OR TO HAVE BEEN
THE SUBJECT OF ANYONE OTHER THAN JABIL OR ITS AGENTS OR CONTRACTORS MISHANDLING, ACCIDENT, MISUSE,
NEGLECT, IMPROPER TESTING, IMPROPER OR UNAUTHORIZED REPAIR, ALTERATION, DAMAGE, ASSEMBLY,
PROCESSING OR ANY OTHER INAPPROPRIATE OR UNAUTHORIZED ACTION OR INACTION THAT ALTERS PHYSICAL OR
ELECTRICAL PROPERTIES. THIS WARRANTY SHALL NOT APPLY TO ANY DEFECT IN THE PRODUCT TO THE EXTENT
ARISING FROM ANY DRAWING, DESIGN, SPECIFICATION, PROCESS, TESTING OR OTHER PROCEDURE, ADJUSTMENT OR
MODIFICATION SUPPLIED AND APPROVED BY COMPANY.




     5.9 ECO Upgrade. RMA’s for any engineering changes or upgrades under any ECR or ECN
upgrades will also be subject to the RMA process. Jabil will analyze each ECR and ECN and provide a
per unit upgrade/change cost and expected completion and delivery date.


6 Limitation Of Liability 




     6.1 EXCEPT WITH REGARD TO ANY LIABILITY THAT ARISES FROM A PARTY’S INDEMNIFICATION OBLIGATIONS
SET FORTH IN SECTION 19 OR A BREACH BY EITHER PARTY OF ITS CONFIDENTIALITY OBLIGATIONS SET FORTH IN
SECTION 16, UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR TO ANY OTHER
PERSON OR ENTITY UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR OTHER LEGAL OR
EQUITABLE CLAIM OR THEORY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR INDIRECT DAMAGES, LOSS OF
GOODWILL OR BUSINESS PROFITS, LOST REVENUE, WORK STOPPAGE, DATA


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



15









 




LOSS, COMPUTER FAILURE OR MALFUNCTION, OR FOR ANY AND ALL OTHER OR EXEMPLARY OR PUNITIVE
DAMAGES WHETHER SUCH PARTY WAS INFORMED OR WAS AWARE OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE. THE
FOREGOING SHALL NOT EXCLUDE OR LIMIT EITHER PARTY’S LIABILITY FOR DEATH OR PERSONAL INJURY
RESULTING FROM ITS NEGLIGENCE TO THE EXTENT THAT SUCH LIABILITY CANNOT BY LAW BE LIMITED OR
EXCLUDED. JABIL’S MAXIMUM, AGGREGATE LIABILITY TO COMPANY DURING ANY IROBOT FISCAL YEAR DURING THE
TERM OF THIS AGREEMENT (PER SECTION 14) FOR CLASS FAILURES AND RECALLS SHALL NOT EXCEED [*];
PROVIDED, HOWEVER, THAT, THE FOREGOING [*] CAP FOR CLASS FAILURES AND RECALLS IS NOT APPLICABLE TO
JABIL’S STANDARD WARRANTY REMEDY PROVIDED IN SECTION 5.4, INCLUDING WITH RESPECT TO ANY PRODUCT
THAT IS THE SUBJECT OF ANY CLASS FAILURE OR RECALL. FURTHER, JABIL’S MAXIMUM, AGGREGATE LIABILITY
TO COMPANY DURING ANY IROBOT FISCAL YEAR DURING THE TERM OF THIS AGREEMENT (PER SECTION 14) FOR
INDEMNIFICATION UNDER SECTION 19 SHALL NOT EXCEED [*].




     6.2 Without affecting the rights and remedies which are identified as sole and exclusive
rights and remedies under this Agreement, Company retains all rights expressly granted hereunder
and any and all remedies herein expressly conferred upon Company will be deemed cumulative with,
and, except as expressly set forth in this Agreement, not exclusive of, any other remedy conferred
hereby upon Company, and the exercise by Company of any one remedy will not preclude the exercise
of any other remedy available under this Agreement.


7 Delivery, Risk of Loss and Payment Terms. For purposes of this Agreement all Product
shipments shall be FCA Port of Origin (per Incoterms 2000). Title and risk of loss for a Product
will pass to Company (or to Company’s designee invoiced by Jabil) FCA Port of Origin. For any
shipments where Jabil is an authorized agent of Company in completing the Shipper’s Export
Declaration and managing Company’s exports on behalf of Company, where the Company is the exporter
of record (Principal Party in Interest — PPI), the Company hereby grants Jabil a limited power of
attorney for the sole purpose of acting on its behalf in managing such exports.




     7.1 Payment. Company shall pay Jabil all monies when due, including all NRE Costs
under this Agreement. Jabil shall invoice Company upon delivery FCA Port of Origin. Payment of
all invoices shall be net [*] from date of Jabil’s invoice. Payment to Jabil shall be in U.S.
Dollars and in immediately available funds. In the event the invoice currency from a Jabil
supplier is other than U.S. dollars, the Parties will meet and agree in writing as to how pricing
and foreign currency would be handled. Such agreement will include provisions for any changes in
pricing resulting from purchases outside of U.S. Dollars (to be reviewed in advance of each
calendar quarter), a reconciliation process and formula for realized foreign currency gains and
losses, as well as the process for obtaining and/or establishing applicable exchange rates,
including the applicable publications, websites and dates for same. Any equipment, tooling,
component, material or other goods or property, which is purchased by Jabil in order to perform its
obligations under this Agreement, shall become the property of Company once Jabil is reimbursed for
all NRE Costs, if any. Jabil shall invoice Company for actual outstanding NRE Costs and other
monies due at monthly intervals (or such other intervals as deemed appropriate) during the term of
this Agreement and upon cancellation, termination or expiration of this Agreement. Jabil agrees to
request advance written approval from Company should resource requirements, and thereby NRE Costs,
increase materially relative to estimated NRE Costs initially agreed by the Parties. Upon such
request, Jabil shall provide to Company reasonably detailed supporting documentation and/or
descriptions of the NRE Costs for which Jabil seeks reimbursement. Company is not obligated to
accept any additional reimbursement request from Jabil. Tooling prices do not include FCA Port of
Origin transportation cost. All pricing files provided by Jabil will be based on FCA Port of
Origin.



     7.2 Taxes. Company shall be responsible for all federal, foreign, state and local
sales, use, excise and other taxes (except taxes based on Jabil’s income), all delivery, shipping,
and transportation charges and all foreign agent or brokerage fees, document fees, custom charges
and duties.



     7.3 Disputed Invoices. If Company in good faith disputes any invoiced charges, Company
will notify Jabil of the disputed items in writing within [*] from date of invoice. A “good faith”
invoice dispute is one under which the invoice contains an error on quantity, pricing or any
line-item as compared to the Company Purchase Order accepted by Jabil.


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



16









 





     7.4 Reservation of Rights. Any payments made by Company under the Agreement, and any
acceptance of Products, will be without prejudice to Company’s right (i) to subsequently claim that
it has overpaid Jabil; no such claim to be made following three hundred sixty five (365) calendar
days from the date of invoice payment, or (ii) to require Jabil to remedy any deficiencies during
the Warranty Period in Jabil’s performance as provided in Section 5 of this Agreement.


8 Import and Export Company shall be the importer of record for all Product shipments and
shall be responsible for obtaining any required import licenses necessary for Company to import
Product and/or receive shipments of Product from Jabil or its designated carrier, any U.S. Federal
Communications Commission’s identifier, if applicable and any other licenses required under US or
foreign law applicable to Company’s obligations under this Agreement. Jabil shall be responsible
for obtaining any required export licenses necessary for Jabil to ship Product, including
certificates of origin, manufacturer’s affidavits and any other licenses required under US or
foreign law applicable to Jabil’s under this Agreement. Company agrees that it shall not knowingly
require Jabil to ship or deliver any Product, assembly, component or any technical data or software
which violate any export controls or limitations imposed by the United States or any other
governmental authority, or to any country for which an export license or other governmental
approval is required at the time of export without first obtaining all necessary licenses and
approvals and paying all duties and fees. Upon request, Company shall communicate to Jabil whether
Product is controlled for export by the U.S. Department of State, or the U.S. Department of
Commerce, and provide the appropriate corresponding export control number(s). Each Party shall be
responsible for securing all applicable licenses, certifications, approvals and authorizations that
are necessary for such Party to comply with applicable import and export laws, rules and
regulations for the shipment and delivery of the Product under this Agreement. Company shall also
be responsible for complying with any legislation or regulations governing the importation of the
Product into the country of destination and for payment of any duties thereon. Jabil accepts
responsibility for factory and container security until such time as the container/merchandise is
delivered FCA Port. Jabil will immediately report container seal changes and reason for changes to
the Company’s destination Distribution Center Manager.



9 Cost Management.




     9.1 Cost Summary and Management. The cost summary set forth on Schedule 2, prepared
by Jabil, contains a detailed SKU-level (SKU as defined by Company) cost summary, Incoterm FCA Port
of Origin, complete with all formulas and assumptions, to provide full access and visibility to all
component, labor, assembly and mark-up costs. The cost agreed upon as of the Effective Date will be
in effect until [*] and will not increase during that time period, except as provided in Section
9.2. Each calendar year (starting with [*]), the Parties shall meet from time to time on an
executive level as required, but no less than on an annual basis, on or before [*], to identify
cost reduction opportunities where each Party will share overall financial objectives of the
on-going relationship between the Parties. Prices agreed upon at that time will be based on a
written, Company volume projection on a SKU based level of its Product requirements for each
calendar year and will be in effect for 12 months, starting on the first day of the upcoming iRobot
fiscal year, and ending on the last day of that iRobot fiscal year and will not increase during
that time, except as provided in Section 9.2. In support of Company’s annual operation plan (AOP)
process, Jabil shall provide budgetary, non binding Product pricing to Company no later than [*] of
each year during the Term. Jabil shall at all times employ an [*] approach to cost management and
pricing of Components, Products and the Manufacturing Services to review Sustainable and
Competitive Pricing opportunities for the Products and Manufacturing Services provided to Company
under this Agreement. For purposes of this Agreement, the phrase “Sustainable and Competitive
Pricing” means stable pricing over time for the Products and Manufacturing Services provided to
Company under this Agreement that is favorable against that which could be reasonably attained from
other contract manufacturers for comparable volumes of substantially similar products and
comparable manufacturing services for customers similarly situated in similar markets taking into
account all applicable state, local and federal regulations and licensing requirements. For
purposes of this Agreement, the term [*] means providing detailed Jabil [*] to Company which
includes; [*] (in place as of the Effective Date).



     9.2 Price. The Price for each Product is set forth in Schedule 2 or the price
identified in Jabil’s Purchase Order Acknowledgment where Schedule 2 has not yet been updated
between the Parties despite the Parties’ mutually agreement on price change (the “Product Price”),
and includes the complete price for such Product, including the fully-costed bill of materials,
Jabil’s Gross Margin (as defined in Schedule 2), and any and all


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



17









 




other added fees and costs related to the Manufacturing Services. The initial price for each
Product shall remain in effect during the period beginning on the Effective Date and ending on [*].
New [*] pricing for each Product following [*] shall remain in effect for [*] from implementation
of such new pricing. [*].




     9.3 [*]



     9.4 Cost Reduction Efforts. Company and Jabil shall pursue continuous cost reduction
initiatives to ensure that available Sustainable and Competitive Pricing opportunities are
reviewed. Such initiatives may include supply chain redesign, review of available Component
suppliers, improved logistics solutions, manufacturing processes and test efficiency/elimination
improvements, and, if necessary, process(es) and any Company-product redesign. Commencing [*], the
Parties will target [*] total cost reduction on released and active Products per year for the first
[*] of the life of each new Product. Jabil will demonstrate cost reduction improvements and report
such results to Company [*] as part of a rolling cost management process with a [*] outlook for
each Product.



     9.5 Cost Reduction Sharing. Any cost reductions gained through Jabil’s suggestions,
whether during a quarterly cost reduction effort review or during the interim thereof, shall be
[*], starting from the date of implementation of such change, and ending at implementation of new
pricing following the next annual cost review. Upon implementation of the new pricing, [*]. Jabil
is expected to make reasonable efforts to implement cost reduction changes (irrespective of who
initiated changes) as early as possible. Jabil is expected to provide full account of change
implementation, timeline for implementation and the rationale.



     9.6 Source Transparency. Jabil will submit a full list of suppliers to Company for
each Product at the time of any cost summary submittal, along with the supplier part number (in
case of Generic Components). Jabil will submit every supplier or part number change to Company for
Company’s approval before such change goes into effect.



     9.7 Cost Transparency. COGS (Cost Of Goods Sold) is a key factor in Company engaging
Jabil to produce and deliver the Product. So that Company has full visibility to the current and
ongoing status of Jabil’s COGS, Jabil will provide updated costing in the agreed upon format within
five (5) business days of any change submittal. If Jabil fails to provide cost impact information
within five (5) business days after any Company Specification changes, Company will consider the
lack of response to mean that there is no cost impact. Any cost change would be considered valid
only after Company’s approval. No less frequently then semi-annually, Jabil will, upon Company’s
request, provide a microeconomic report that includes status of all suppliers/vendors/components,
along with Jabil risk mitigation plan addressing all identified microeconomic risks.


10 Tooling and fixtures.




     10.1 Company shall own any and all tooling, fixtures, molds, equipment, software and firmware
made available to Jabil by Company, developed for or on behalf of Company, or otherwise paid for by
Company (“Company Tooling”). Jabil may manufacture, have manufactured, and use the Company Tooling
only to perform the Manufacturing Services under the Agreement and shall use and treat the Company
Tooling with a high degree of care, and in any case no less than the same degree of care it would
for its own equipment, tooling, molds or supplies. Jabil shall attach an identifying label showing
Company’s ownership in a conspicuous place on each unit of Company Tooling, if possible, and shall
secure and segregate the Company Tooling in such fashion to clearly identify the Company Tooling as
the property of Company. Jabil shall maintain the Company Tooling, at its own expense, in
efficient working order and good repair based on reasonable wear and use, and otherwise in
accordance with Company’s instructions. Jabil shall keep all Company Tooling free of any
Encumbrances, and shall not transfer any Company Tooling, or any rights in the Company Tooling to
any Person.



     10.2 Jabil shall deliver all Company Tooling to Company or Company’s designee, or at Company’s
request, make available for pickup, upon the termination or expiration of this Agreement, or upon
Company’s earlier request. Jabil shall execute documents and take such further action as Company
shall reasonably request to protect Company’s interest in the Company Tooling. Jabil will at
Company’s expense of Jabil deliver to Company any of the above mentioned tooling within fifteen
(15) days upon Company’s written request. Jabil will adhere to the


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



18









 




record keeping of Company Tools in accordance with Company requirements set forth in Section
4.4.3 or as otherwise described on Schedule 1. Jabil shall make such records available for
inspection by Company or Company’s designee Jabil upon Company’s reasonable request.



11 Forecast, Purchase Orders; Change Orders, Rescheduling and Cancellation.




     11.1 Forecast. Company will provide to Jabil, on a monthly basis, a non-binding,
rolling 180 day (6 months) planning forecasts at a core robot level and on a SKU based level,
indicating Company’s monthly Product requirements, as amended by Company from time to time (each, a
“Forecast”).



     11.2 Purchase Orders. Company will issue orders for Products hereunder using its
standard form of purchase order (“Purchase Order”). Each Purchase Order will identify the
applicable Product by SKU, quantity, mutually agreed price denominated in US currency, delivery
terms, and other customary terms. Such Purchase Orders will be issued by Company at least [*]
prior to the requested delivery date set forth in each such Purchase Order.



     11.3 Purchase Order Acknowledgment. Jabil will notify Company electronically within
one (1) business day if it utilizes EDI, or if in writing, within two (2) business days of receipt
of a Purchase Order (a “Purchase Order Acknowledgment”), and inform Company in writing of any
reason Jabil is unable to meet a requested delivery date or any other Purchase Order requirements.
All orders are subject to Jabil’s acceptance and any rejection notice shall specify the basis for
in such notice. The absence of Jabil’s written notice of Purchase Order acceptance constitutes
acceptance of the Purchase Order including Jabil’s obligation to manufacture and supply to Company
amounts of Product as set forth on the Purchase Order in accordance with the terms and conditions
of this Agreement; provided however, Company has notified Jabil in writing or by electronic
mail that Jabil has not yet provided its Purchase Order acceptance and Jabil has not responded to
such notice within one (1) business day of receipt thereof.



     11.4 Changes to Forecast: At any time, prior to the issue of a Purchase Order, Company
may reschedule and/or cancel any forecast demand.



     11.5 Changes to Manufacturing Services, Packaging and Shipping Specifications and Test
Procedures. Company may, in writing, request a change to the Manufacturing Services, Packaging
and Shipping Specifications and Test Procedures at any time. Jabil will analyze the requested
change and provide Company with an assessment of the effect that the requested change will have on
cost, manufacturing, scheduling, delivery and implementation. Company will be responsible for all
costs associated with any accepted changes. Any such change shall be documented in a written
change order and shall become effective only upon mutual written agreement of both Parties to the
terms and conditions of such change order, including changes in time required for performance, cost
and applicable delivery schedules.



     11.6 Production Increases, Rescheduling Delivery. Company may, in writing, request
increases in production volume or acceleration of open Purchase Order at any time. Jabil will
analyze the request and determine if it can meet the requested increase within the required
Lead-time, provided, however, that Jabil must meet any and all increases up to [*] of the
production volume for a Purchase Order for requests that include at least [*] of the original
Purchase Order Lead-Time; subject to quantities authorized by Company in Material Authorizations
issued to Jabil (the “Minimum Production Increase”); (for example, if Purchase Order quantity is
[*] and Company requests increase of [*], the increased quantity shall equal [*] for a total
quantity of [*] under the applicable Purchase Order). If Jabil is unable to satisfy or comply with
Company’s requested increase in production volume within the requested time frame for delivery,
Jabil will provide the reasons preventing Jabil from satisfying the requested increase within five
(5) business days after receipt of Company’s request. Any such change shall be documented in a
written change order and shall become effective only upon mutual written agreement of both Parties
to the terms and conditions of such change order, including changes in time required for
performance, cost and applicable delivery schedules. Jabil shall utilize its global supply network
to assess availability of shared material across accounts to minimize instances in which Jabil is
unable to meet an increase in a Purchase Order quantity requested by Company. It is further
understood that Company will not incur additional charges due to Jabil’s decision to meet an
accelerated delivery schedule or request for increased quantities by utilizing Generic


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



19









 




Components from another account’s material.




     11.7 Product Configuration Changes and Engineering Changes. Company may request
configuration or engineering changes to a Product in writing at any time. Jabil will analyze the
request and determine if it can meet the requested changes within the required Lead-time. If Jabil
can satisfy the requested change it will provide Company within five (5) business days after
receipt of the configuration or engineering request notice, a notice of acceptance of the requested
changes. In the event that any requested change in the form, fit or function or Specification of
any Product results in a significant increase in the cost of such Product, or in the length of time
required for the manufacture or delivery thereof, then Jabil shall provide Company with a detailed
cost analysis regarding such requested change using [*] as contemplated under Section 9.1.
Following Company’s acknowledgment of such detailed cost analysis, the Parties will negotiate in
good faith an equitable adjustment to the price of such Product and/or expected changes to the
delivery schedule for such Product. If Jabil is unable to satisfy or comply with Company’s
requested changes within the requested time frame for delivery, Jabil will provide the reasons
preventing Jabil from satisfying the requested increase within five (5) business days after receipt
of Company’s request. Any such change shall be documented in writing and shall become effective
only upon mutual written agreement of both Parties of the terms and conditions of such change,
including changes in time required for performance, cost (including cost of materials on hand or on
order in accordance with original Purchase Order) and applicable delivery schedules.



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




	 	•	 	As soon as is commercially practical reduce or cancel Component and material orders to
the extent contractually permitted.
	 
	 	•	 	Return all Components and materials to the extent contractually permitted.
	 
	 	•	 	Make all Commercially Reasonable Efforts to sell Components and materials to third
parties; provided, however, that Company shall approve any such sale for Components and
consigned items that Company identifies in writing as having “exclusive rights.”
	 
	 	•	 	Assist Company to determine whether current WIP should be completed, scrapped or shipped
to Company or its designee “AS-IS.”





     11.9 Rescheduled Delivery out, reduction of quantity, and Cancellation of Orders.
Company may request Jabil to reschedule the delivery date for any Product, decrease quantity on
open Purchase Order, and cancel pending Purchase Orders in accordance with this Section. The
charges to Company for deferring delivery of a Purchase Order, reducing quantity or cancellation of
a Purchase Order are outlined below:



	 	 	 	 	 
	Days Prior to	 	Reschedule	 	Cancellation
	Delivery Date	 	Terms	 	Liability
	0-30 Days

	 	Jabil is not
obligated to adhere
to the request, but
must consider each
request in good
faith.
	 	Company may not
cancel a Purchase
Order to be delivered
within 30 days of the
applicable delivery
date without full
payment to Jabil for
the Purchase Order;
provided however,
Company may cancel a
Purchase Order in the
event it
simultaneously issues
a new one for the
same quantity, but a
different part





 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



20









 






	 	 	 	 	 
	Days Prior to	 	Reschedule	 	Cancellation
	Delivery Date	 	Terms	 	Liability
	 

	 	 	 	number
and in such event
Company will be
liable for any
material on hand or
on order,
non-cancelable and
non-returnable
materials (to the
extent issued under a
Material
Authorization by
Company or its
Purchase Order ), and
applicable labor
charges for WIP, plus
margin for any
portion of the
canceled Purchase
Order that cannot be
used to fulfill the
new Purchase Order.
	 
	 	 	 	 
	31-56 Days from 

original delivery 

date

	 	Company may
reschedule out the
delivery up to [*] of
the original
quantity, reduce
quantity or cancel
the order, provided
such rescheduling is
within thirty (30)
days of the original
delivery date.
Company may only
reschedule one time
per each Purchase
Order. Jabil will
consider requests for
rescheduling above
said [*] on an
individual basis.
	 	Material on hand or
on order,
non-cancelable and
non-returnable
materials (to the
extent issued under a
Material
Authorization by
Company or its
Purchase Order ), and
applicable labor
charges for WIP, plus
margin, provided,
that such liability
applies only to the
extent that Jabil is
unable to reallocate
such material to any
existing Purchase
Order of Company.





Reschedules in excess of the maximum deferred quantity or period (set forth above) will be
considered cancellations and subject to applicable cancellation charges. Except as provided in
Section 9.2, any reschedule out of a delivery date, reduction of quantity and/or cancellation of a
Purchase order (in whole or in part) will not affect the current [*] Product Price.



12 Logistics. Jabil will maintain control over all Products while in Jabil’s care,
custody, and control. Jabil shall cooperate with Company and its suppliers and logistics services
providers. Jabil will provide relevant and necessary information to Company relating to receipt,
storing and shipment of Products. Jabil will coordinate with Company personnel, Company logistics
services providers, and Company customers to execute the shipment of Products as instructed by
Company.




     12.1 Receiving. From time to time Company may ship Components, including batteries
and Integrated Circuits (IC’s, processors) directly to Jabil. Jabil will verify actual quantities
and SKU’s of such Components received as compared to the quantities and SKU’s indicated on the
shipping documents, process the Components into their inventory system, and notify Company of the
quantity actually received by SKU. Jabil will also indicate any exceptions, at the time of
reporting the receipt, as related to over, short or damage. The reporting of receipts and
exceptions is made to Company.



     12.2 Storage and maintenance of inventory. All Products and Components will be stored
in a manner to maintain inventory control and to prevent damage. Jabil will maintain inventories
and locations of Company Products and Components on their own perpetual inventory and/or warehouse
management system.



     12.3 Physical inventory audit.



     12.3.1 On a quarterly basis Jabil will arrange a cut-off date for and complete a physical
inventory audit of all Consigned Components. Because the integrated circuit (IC) Components
contain valuable intellectual property of Company, there is no shrinkage allowance for such
Components. Variances will be identified


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



21









 




and reported to Jabil by Company within 30 days of the physical inventory. Within 30 days of
being notified of any such variance, Jabil shall provide Company with a written report that
explains the variance and, if requested by Company, the Parties will meet to discuss same. Jabil
will be responsible for reimbursement of any such verified variances reported and invoiced by
Company. All other Consigned Components are subject to a shrinkage allowance of [*] of the volume
of such Component or Product received during the three month period immediately prior to the
physical inventory audit.




          12.3.2 On a quarterly basis Jabil will arrange a cut-off date for and complete a physical
inventory audit of all finished Products that have passed the applicable quality inspections, but
remain unshipped and in Jabil’s possession at the end of such quarter. Jabil shall deliver such
audit report to Company by the fifth (5th) business day immediately
following the end of each Company Quarter End.




     12.4 Shipping to Company locations. Most of the Products are designed to withstand a
maximum of two pallet high floor storage. Components, including chips and batteries must be single
stacked on the floor or stored in pallet racks. Company may direct Jabil to ship to specific
Company locations and distributions centers such as, but not limited to, Sumner, WA; Mississauga,
ON, Canada; and Rotterdam, Netherlands. Incoterms for sale to Company are FCA Port (or airport) of
Origin. Company will select the freight forwarder and communicate local contacts to Jabil. Based
on selection of forwarder or ocean carrier, Company will specify the Port of Origin. Company will
be responsible for paying the transportation costs from the origin port or airport to the
destination, Jabil will arrange empty container delivery in accordance with the shipping schedule
communicated to Jabil by Company. Upon receipt of container, Jabil will inspect the container for
any signs of damages to flooring, any holes in the roof or side of the containers, and any sign of
tampering with the latching device (tampering to include drilling out rivets and replacing the
rivets with bolts). If the container has holes, damages or signs of tampering Jabil will request a
replacement container. Products will be loaded on the container, floor stacked, in a manner to
prevent damage and to fully utilize the container. Jabil shall adhere to any specific pallet
configuration requested and provided by Company. If there is a requirement to ship on wooden
pallets, then the pallets must meet the guidelines of ISPM15 and be appropriately marked,
indicating the pallets meet the standards. Company will be responsible for the costs associated
with purchasing these pallets. Containers must be sealed with a cargo seal that meets or exceeds
ISO/PAS 17712:2006.



     12.5 Direct shipment to Company Customers. From time to time, Company may direct Jabil
to arrange for shipping directly to Company’s customers in accordance with specific Incoterms
identified by Company at that time. The container inspection requirements and pallet requirements
under Section 12.4 shall apply to any shipments directly to Company’s customers.


13 Duty to Mitigate Costs. Both Parties shall, in good faith, undertake Commercially
Reasonable Efforts to mitigate the costs of termination, expiration or cancellation. Jabil shall
make Commercially Reasonable Efforts to cancel all applicable component and material purchase
orders and reduce component inventory through return for credit programs or allocate such
components and materials for alternate Company programs if applicable, or other customer orders
provided the same can be used within thirty (30) days of the termination date.



14 Term. Unless earlier terminated as provided in Section 15 below, the term of this
Agreement shall commence on the Effective Date and shall continue until the third anniversary
thereof (the “Initial Term”), and shall automatically renew for successive three-year term (each, a
“Renewal Term”) unless at anytime following the Initial Term Jabil or Company provide written
notice to the other of its intent to terminate this Agreement at least fifteen (15) months prior to
the termination date set forth in its notice.



15 Termination. This Agreement may be terminated as follows:




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


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



22









 





     15.2 Termination for Bankruptcy/Insolvency. Upon the happening of any of the following
events with respect to a Party, except as otherwise prohibited by the United States bankruptcy
laws, this Agreement may be terminated immediately:



          15.2.1 The appointment of a receiver or custodian to take possession of any or all of the
assets of a Party, or should a Party make an assignment for the benefit of creditors, or should
there be an attachment, execution, or other judicial seizure of all or a substantial portion of a
Party’s assets, and such attachment, execution or seizure is not discharged within thirty (30)
days.




          15.2.2 A Party becomes a debtor, either voluntarily or involuntarily, under Title 11 of the
United States Code or any other similar law and, in the case of an involuntary proceeding, such
proceeding is not dismissed within thirty (30) days of the date of filing.




          15.2.3 The dissolution or termination of the existence of a Party whether voluntarily, by
operation of law or otherwise.




     15.3 Termination Consequences.



          15.3.1 If this Agreement is terminated for any reason, Company shall not be excused from
performing its obligations under this Agreement with respect to payment for all monies due Jabil
hereunder in connection with activities occurring prior to termination or expiration of this
Agreement including fees, costs and expenses incurred by Jabil up to and including the effective
date of such termination or expiration in accordance with this Agreement. The following Sections
3.8, 3.10.4, 4.4.3, 4.6, 5.1, 5.3, 5.4, 5.5, 5.6, 5.7, 5.8, 6, 7, 8, 10.2, 13, 15.3, 15.4, 16,
17.1, 17.2, 17.3, 17.4, 18, 19, 23 and 25 shall survive the expiration, cancellation or termination
of this Agreement.




          15.3.2 All Purchase Orders acknowledged by Jabil prior to the Termination Effective Date will
be fulfilled pursuant to and subject to the terms of this Agreement, even if the delivery dates of
Products under such Purchase Orders are after such Termination Effective Date, not to exceed ninety
(90) days from said Termination Effective Date. The provisions of Section 3.9 shall not apply to
deliveries made after the Termination Effective Date.




          15.3.3 Termination Charges. Upon termination, expiration or cancellation of this
Agreement for any reason, Jabil shall submit to Company within (a) 60 days from the effective date
of such termination or expiration an invoice for all amounts properly due and payable as set forth
in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and actual
costs incurred by Jabil up to the date of termination, expiration or cancellation (the “Termination
Effective Date”) and shall also include the following: (i) to the extent authorized in writing by
Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date
and directly resulting from such termination; and (ii) applicable Gross Margin except for
termination by Company for Jabil’s breach pursuant to Section 15.1. Jabil will provide to Company
all information reasonably necessary to confirm the costs, expenses and applicable margin. To the
extent that Jabil cannot mitigate its costs as set forth in Section 11.8 above, upon termination,
expiration or cancelation, for any reason, Company’s obligation shall be to pay the following
amounts:





	 	•	 	The applicable Product Price for the Product of which Jabil has completed manufacture
prior to the Termination Effective Date pursuant to an issued Purchase Order or Material
Authorization for which payment has not been made;






	 	•	 	Reimbursements for Components, subassemblies and work-in-process at the time of
Termination Effective Date which were purchased, or ordered, or work had commenced, as
applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable
Gross Margin; provided however, that no Gross Margin will apply if this Agreement is
terminated by Company for Jabil’s breach pursuant to Section 15.1;





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



23









 






	 	•	 	Jabil’s reasonable cancellation costs incurred for Components and subcontracted services
that Jabil had on order on behalf of Company on the Termination Effective Date (in each
case) pursuant to issued Purchase Orders or Material Authorizations; and






	 	•	 	Jabil’s cost of equipment or tooling purchased by Jabil specifically for the
Manufacturing Services related to Product and, to the extent authorized in writing by
Company under the terms and conditions of this Agreement, any costs incurred by Jabil under
this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of
Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may
arrange for its acquisition of them on AS-IS, WHERE-IS basis.





          15.3.4 Return of Product and Materials Supplied by Company. Except as needed subject
to Section 15.4, upon the Termination Effective Date for whatever reason, Jabil shall immediately
deliver to Company or its designee all Product, Specifications, Components, packaging materials and
other materials purchased by or on behalf of Company and all other materials or supplies provided
by Company. Jabil shall also deliver to Company or its designee all Product produced hereunder,
and shall invoice Company in accordance with the terms of Section 7.1.




     15.4 Transition Assistance. Upon Termination Effective Date, Jabil will reasonably
support Company in making an orderly transition to a successor third party manufacturer during a
period lasting no longer than six (6) months (the “Transition Period”). During such Transition
Period, (a) Jabil shall provide, in a timely and professional manner, services reasonably necessary
to transition the Manufacturing Services to a successor third party manufacturer; and (b) all of
the terms and conditions of this Agreement shall continue to be in full force and effect, including
Manufacturer’s obligations to continue providing the Manufacturing Services (except for accepting
any further Company Purchase Order). In addition, Jabil shall provide such technical assistance to
Company or its designated third party manufacturer, as Company may reasonably request in connection
with such transition. At the end of such Transition Period, or upon Company’s earlier request,
Jabil shall deliver to Company, or to Company’s agent all tooling, fixtures, Components, Products
(including WIP), tangible embodiments of Company’s Proprietary Information and Technology and all
documentation and materials related to the Products.


16 Confidentiality.




     16.1 Confidentiality Obligations. The terms and conditions of the Non-Disclosure
Agreement, as amended in this Section 16, are hereby incorporated by reference into, and made a
part of this Agreement. The Parties hereto agree to the following amendments and modifications of
the Non-Disclosure Agreement:



     16.1.1 The defined term “Proprietary Information” in Section 1.1 of the Non-Disclosure
Agreement is hereby amended as follows:



     By adding the following Section 1.1.3




“The AVL, Bill of Material, Specifications, Forecasts,
Orders, Quality and Test Procedures, Fee and Price Schedule,
software, firmware, hardware, technology and any
documentation related to the foregoing or to any Product that
is disclosed or made available by iRobot will be deemed the
Proprietary Information of iRobot even if not so marked or
identified.”



     By adding the following Section 1.1.4




“Any Jabil Technical Manufacturing Information that is
disclosed or made available by Jabil will be deemed the
Proprietary Information of Jabil even if not so marked or
identified.”



     16.2 Employees, Agents and Representatives. Each Party represents and warrants to the
other that it has adopted policies and procedures with respect to the receipt and disclosure of
confidential or proprietary information, such as the Proprietary Information and Technology with
its employees, agents and representatives.


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



24









 




Each Party represents and warrants to the other Party that it will cause each of its
employees, agents and representatives to maintain and protect the confidentiality of the other
Party’s Proprietary Information and Technology pursuant to the terms and conditions of the
Non-Disclosure Agreement.




     16.3 Return of Proprietary Information and Technology. Upon expiration or termination
of this Agreement, or at any time upon written request by the other Party, each Party shall return
to the other Party all Proprietary Information and Technology received from the other Party,
including all copies thereof, to the other Party or, with such other Party’s written consent,
destroy all such Proprietary Information and Technology. All use of such Proprietary Information
and Technology by a Party shall cease on such termination or request for return. At the disclosing
Party’s option, receiving Party shall also provide written certification of its compliance with
this Section 16.3.



     16.4 Company retains all rights and all remedies with respect to its Proprietary Information
as provided in the Non-Disclosure Agreement (as amended herein) and under Section 25.13 below
expressly conferred upon Company, and such rights and remedies will be deemed cumulative with, and,
except as expressly set forth in the Non-Disclosure Agreement and Section 25.13, not exclusive of,
any other remedy conferred hereby, or by law or equity upon Company, and the exercise by Company of
any one remedy will not preclude the exercise of any other remedy available under the
Non-Disclosure Agreement or Section 25.13.



17 Intellectual Property Rights.




     17.1 Jabil Existing Intellectual Property.



          17.1.1 Except for the license rights granted to Company under this Section 17.1.1, Jabil shall
retain all right, title and ownership to any and all Jabil Existing Intellectual Property and all
Intellectual Property Rights therein.




          17.1.2 Jabil shall not incorporate any Jabil Existing Intellectual Property into any Products
or Deliverables without Company’s prior written approval. Upon full payment of all monies due and
owing for applicable Products and Deliverables, to the extent any Jabil Existing Intellectual
Property is incorporated by or on behalf of Jabil within or used by or on behalf of Jabil in
connection with any Product or Deliverable, Jabil hereby grants to Company a non-exclusive,
royalty-free, fully paid up, worldwide, transferable, perpetual, license under all of its
Intellectual Property Rights in or to the Jabil Existing Intellectual Property for Company to use,
sell, test, improve, support and distribute the Products or Deliverables provided by Jabil
hereunder, and to the extent Jabil incorporated any Jabil Existing Intellectual Property into any
Product or Deliverable without Company’s written approval, to make, have made, sell, offer for
sale, import, use, reproduce, modify, adapt, display, distribute, and make the Product; provided
however, that no license to the Jabil Technical Manufacturing Information shall be granted under
this Section 17.1.2.




     17.2 Jabil Created Intellectual Property.



          17.2.1 Except for the license rights granted to Company under Section 17.1.1, Jabil shall
retain all right, title and ownership to any and all Jabil Created Intellectual Property and all
Intellectual Property Rights therein.




          17.2.2 Upon full payment of all monies due and owing for applicable Products, Jabil hereby
grants to Company a non-exclusive, royalty-free, fully paid up, worldwide, perpetual, irrevocable
license under all of its Intellectual Property Rights in or to the Jabil Technical Manufacturing
Information developed under this Agreement that is unique to the Products for Company’s internal
use and the use by third party suppliers or manufacturers on behalf of Company to develop, design,
improve, test and support the Products.




          17.2.3 Any such unique Jabil Technical Manufacturing Information will be used by Jabil solely
for the design, development, testing and manufacturing of Products for Company.




     17.3 Company Intellectual Property. Company shall retain all right, title and
ownership to any and all


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



25









 




Company Intellectual Property and all Intellectual Property Rights therein.




     17.4 Newly Created Intellectual Property.



          17.4.1 The Newly Created Intellectual Property constitutes “works made for hire” for Company,
and Company will be considered the author and will be the owner of the Newly Created Intellectual
Property and all Intellectual Property Rights therein or related thereto. If any Newly Created
Intellectual Property does not qualify for treatment as “works made for hire,” or if Jabil retains
any interest in any Newly Created Intellectual Property for any other reason, Jabil hereby grants,
assigns and transfers, and will grant, assign and transfer, to Company all ownership and interest
in such Newly Developed Intellectual Property, including without limitation any and all
Intellectual Property Rights in and to any Newly Created Intellectual Property or that claim or
cover any Newly Created Intellectual Property. Jabil acknowledges that all personnel performing
Manufacturing Services for Company under this Agreement have executed appropriate agreements with
Jabil so that Jabil may fulfill Jabil’s obligations under this Section 17. Jabil agrees to execute
any documents of assignment or registration requested by Company relating to any and all Newly
Created Intellectual Property. Jabil agrees to cooperate fully with Company, both during and after
the engagement, with respect to the procurement and maintenance of Intellectual Property Rights in
or related to Newly Created Intellectual Property.




          17.4.2 During the Term plus any period of support that may survive termination or expiration
of this Agreement, Jabil agrees to inform Company of any Newly Created Intellectual Property.




     17.5 Trademark Usage. Nothing in this Agreement gives either Party a right to use the
other Party’s Marks or implies the grant of any license from one Party to the other to use any
Marks. Notwithstanding the foregoing, and subject to the terms and conditions of this Agreement,
Company grants to Jabil a limited, non-exclusive, non-transferable, non-assignable, royalty-free
license during the Term to reproduce any Mark set forth on Schedule 5 as may be amended from time
to time in a writing authorized by both Parties (“Company Marks") solely for the purpose placing
such Marks on Products sold to Company and any applicable packaging, and for no other business or
non-business purposes whatsoever and no other goods or services whatsoever, in accordance with the
following:



          17.5.1 All reproductions of Company Marks must be approved in writing by Company;




          17.5.2 Jabil may not combine any Company Marks with, or create a composite mark using any
Company Mark with, a trademark of Jabil or any third party, or use any of the Company Marks or any
part thereof as part of its corporate name, or use any name or mark confusingly similar to any of
the Company Marks;




          17.5.3 No other rights or licenses, except that expressed in this Section 17.5 are granted to
Jabil in and to any Company Mark, whether expressly, by implication, by estoppel, or otherwise;




          17.5.4 As between Company and Jabil, the Company Marks are and shall remain the sole and
exclusive property of Company and Jabil shall not acquire any right, title or interest in or to any
Company Mark as a result of this Agreement (other than the limited license expressly granted in
this Section 17.5) and all use of the Company Marks by Jabil and all goodwill generated thereby
shall inure solely to the benefit of Company;




          17.5.5 Jabil admits the validity of, and agrees not to challenge the Company Marks; and




          17.5.6 Jabil represents that to the best of its knowledge, Jabil has not, nor does it have
plans to, file trademarks (or register any domain names) that are confusingly similar to any
Company trademark listed in Schedule 5. Should Company identify any such filing or registration by
Jabil, Company shall provide prompt notification to Jabil, and the Parties shall mutually agree on
procedures to implement a resolution. If any application for registration is filed by Jabil after
the Effective Date of this Agreement that is the same as or that contains any of the Company
trademarks listed in Schedule 5, then upon written request from the Company, Jabil shall
immediately abandon any such application or registration.




          17.5.7 Upon any notice from Company that Jabil’s use of the Company’s Marks fails to conform




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




26









 







to any provision of this Section 17.5, Jabil shall cease use of the Company Marks, until such
failure has been corrected to the satisfaction of Company.




     17.6 Jabil Marks. Jabil agrees and warrants that it will not use any Jabil or third
party Mark (excluding authorized Marks of the Company) on any Product, packaging materials or
documentation without Company’s prior written authorization.


18 [*]



19 Indemnification.




     19.1 Jabil’s Indemnity Obligations. Jabil shall indemnify, defend and hold Company and
its employees, Subsidiaries, Affiliates, successors and assigns (“Company Indemnified Parties”)
harmless from and against any and all losses, liabilities, damages (including consequential,
special and/or punitive damages), claims, expenses, suits, recoveries, judgments and fines
(including reasonable attorneys’ fees and expenses) recovered by third parties (collectively
"Losses”) that may be incurred by any Company Indemnified Party to the extent based on (a) third
party claims for any damage to tangible property or injury or death occurring to any person arising
out of manufacturing defect solely and proximately caused by Jabil’s gross negligence or willful
misconduct that constitutes a material breach of Jabil’s obligation to comply with IPC-A-610 Class
2 workmanship standard and was not necessary to comply with the Specifications or otherwise
approved or required by Company; (b) any third party claims for injury to person or tangible
property or death occurring to any Jabil employees, subcontractors, agents or any other individuals
on Jabil’s premises, except to the extent such injury to person or property or death was caused by
the presence of Company’s employees or agents on Jabil’s premises; or (c) any claim relating to the
infringement of patent or other intellectual property rights of a third party to the extent based
on the unique manufacturing process employed by Jabil in performing the Manufacturing Services for
Products that was not necessary to comply with the Specifications or otherwise approved or required
by Company. Jabil shall have no liability under this Section for Losses resulting from Company’s
Specifications, Company Intellectual Property, Product or design, or Company’s willful misconduct
or gross negligence, or Company’s modification, alteration or combination of the Products. Jabil’s
maximum, aggregate liability to Company for all third party claims under this Agreement shall not
exceed the amount specified in Section 6.1. This Section 19.1 states Company’s exclusive remedy
and Jabil’s total liability (in accordance with Section 6.1) to Company regarding a third party
claim.



     19.2 Company’s Indemnity Obligations. Except to the extent subject to Jabil’s
indemnification of Company as provided in Section 19.1, Company shall indemnify, defend and hold
Jabil and its employees, Subsidiaries, Affiliates, successors and assigns (“Jabil Indemnified
Parties”) harmless from and against any and all Losses that may be incurred by Jabil Indemnified
Party, to the extent based on any of the following: (a) proper and authorized use of the
Specifications, Proprietary Information and Technology of the Company, Company Intellectual
Property, Company Property, or any information, technology and processes supplied and/or approved
by Company or otherwise required by Company of Jabil, in connection with Jabil’s performance of its
obligations under this Agreement; (b) any Product, including any recall or actual noncompliance
with Materials Declaration Requirements; (c) a claim that Jabil’s use of any item in subsection (a)
in connection with performing its obligations under this Agreement infringes any patent, copyright
or other intellectual property right of a third party, and (d) performance of the Manufacturing
Services in accordance with the Specifications.



     19.3 Indemnification Procedures. Any Person that may be entitled to indemnification
under this Agreement shall give the other Party prompt notice of any claim and cooperate with the
indemnifying Party at its expense. The Indemnifying party shall have the right to assume the
defense (at its own expense) of any such claim through counsel of its own choosing by so notifying
the Party seeking indemnification within thirty (30) calendar days of the first receipt of such
notice. The Party seeking indemnification shall have the right to participate in the defense
thereof and to employ counsel, at its own expense, separate from the counsel employed by the
Indemnifying party. The Indemnifying party shall not, without the prior written consent of the
indemnified party, agree to the settlement, compromise or discharge claim.


20 Relationship of Parties. Jabil shall perform its obligations hereunder as an independent
contractor. Nothing contained herein shall be construed to imply a partnership or joint venture
relationship between the Parties.




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




27









 







The Parties shall not be entitled to create any obligations on behalf of the other Party, except as
expressly contemplated by this Agreement. The Parties will not enter into any contracts with third
parties in the name of the other Party without the prior written consent of the other Party.



21 Insurance. During the Term, any Warranty Period and at all times that Jabil performs
work for Company, Jabil will maintain in full force and effect, at Jabil’s own expense; insurance
coverage to include:




     21.1 Workers’ Compensation and Employer’s Liability. Workers’ Compensation insurance
will be provided as required by law or regulation where work under this Agreement is performed.
Employer’s Liability insurance will be provided in amounts not less than [*] per accident for
bodily injury by accident, [*] policy limit by disease, and [*] per employee for bodily injury by
disease. Where permitted by law, such policies will contain waivers by the insurer’s subrogation
rights against Company.



     21.2 Insurance Coverage. Jabil will maintain Commercial General Liability Insurance on
an occurrence basis, (including but not limited to premises and operations, products and completed
operations, broad form contractual liability, broad form property damage and personal injury
liability). Commercial General Liability (Occurrence) policy limits shall be not less than [*] per
occurrence (combined single limit for bodily injury and property damage) and [*] Annual Aggregate.
Such policies will include Company as an additional insured for liability to the extent injury or
damage is caused by Jabil’s negligence. Jabil hereby waives, on its own behalf and on behalf of
its insurers, any rights of subrogation against Company. Jabil will inform its insurers of such
waiver of subrogation, and will endeavor to obtain written acknowledgment of same. Such insurance
policies will be written with appropriately licensed and financially responsible insurers, and will
provide for a minimum of thirty (30) days written notice to Company of any cancellation or
reduction in coverage.



     21.3 Certificates of Insurance. Certificates of insurance evidencing the required
coverage and limits as set forth in Sections 21.1 and 21.2 above will be furnished to Company
before any work is commenced under this Agreement.



     21.4 Additional Requirements. All deductibles on policies providing coverage will be
paid by Jabil. In the event Jabil is self insured for matters described above, Jabil agrees to
respond to any claims or losses made against or incurred by Company in the same fashion as if
insurance had been purchased. In no event will the coverages or limits of any insurance required
under this Section 21, or the lack or unavailability of any other insurance, be deemed to limit or
diminish either Party’s obligations or liability to the other Party under this Agreement, including
but not limited to, each Party’s indemnification obligations as set forth in Section 19.


22 Business Continuity Plan.




     22.1 Risk Management and Continuity Plans. Jabil will develop and keep current a
formal business continuity plan detailing Jabil’s plans, procedures and designated resources for
timely response to and recovery from potential civil, natural, and physical plant disasters that
could reasonably be expected to disrupt production and delivery to Company (“Business Continuity
Plan”). Upon request, Jabil will make such plan available to Company or its designated
representative for review.



     22.2 Notification. Jabil agrees to notify Company as soon as possible in the event of
a crisis that disrupts manufacturing or delivery of Products. Unless authorized in advance in
writing by Company, Jabil will not refer to Company in public and media communications about the
crisis and subsequent recovery.



     22.3 Loss Control. Jabil will be responsible for maintaining its facilities and
operations in accordance with applicable fire protection and loss control laws, regulations and
industry standards.


23 Publicity. Without the consent of the other Party, neither Party shall refer to this
Agreement in any publicity or advertising or disclose to any third party any of the terms of this
Agreement. Notwithstanding the foregoing, neither Party will be prevented from, at any time,
furnishing any information to any governmental or regulatory authority, including the United States
Securities and Exchange Commission or any other foreign stock exchange regulatory authority, that
it is by law, regulation, rule or other legal process obligated to disclose, so long




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




28









 







as the other Party is given advance written notice of such disclosure pursuant to Section 2.4 of
the Non-Disclosure Agreement. In addition, a Party may disclose the existence of this Agreement
and its terms to its attorneys and accountants, suppliers, customers and others only to the extent
necessary to perform its obligations and enforce its rights hereunder, and to existing and
prospective investors and/or acquirers that are contemplating a potential investment in or
acquisition of such Party, provided, however, that any and all such suppliers, customers,
investors, acquirers and advisers are bound by agreements or, in the case of professional advisers,
ethical duties, to treat, hold and maintain such information in accordance with the terms and
conditions of the Non-Disclosure Agreement.



24 Force Majeure.




     24.1 Subject to Section 24.2 below, neither Party shall be liable for any failure or delay in
the performance of its obligations under this Agreement (other than the payment of money) to the
extent such failure or delay both: (i) is caused by any of the following: acts of war, terrorism,
civil riots or rebellions; quarantines, embargoes and other governmental action (including changes
in law that materially and adversely impact the non-performing Party); and U.S. Government priority
orders or contracts; extraordinary elements of nature or acts of God (such as earthquake, localized
fire, typhoon, hurricane, tornado or flood); blackouts; power failures; epidemics; strikes; work
stoppages; labor, component or material shortages; slow-downs; industrial disputes; sabotage;
accidents; destruction of production facilities; and (ii) could not have been prevented by the
non-performing Party’s reasonable precautions or commercially accepted processes, or could not
reasonably be circumvented by the non-performing Party through the use of substitute services,
alternate sources, work-around plans or other means by which the requirements of a buyer of
services substantively similar to the Manufacturing Services hereunder would be satisfied, or are
outside the reasonable control of the non-performing Party; provided the non-performing Party
promptly notifies the other Party (in no event more than ten (10) business days of discovery of the
event). Events meeting both of the criteria set forth in clauses (i) and (ii) above are referred
to individually and collectively as “Force Majeure Events.” The Parties expressly acknowledge that
Force Majeure Events do not include vandalism or labor strikes by Jabil’s employees. Upon the
occurrence of a Force Majeure Event, the non-performing Party shall be excused from any further
performance or observance of the affected obligation(s) for as long as such circumstances prevail,
and such Party continues to attempt to recommence performance or observance to the greatest extent
possible without delay.



     24.2 Notwithstanding any other provision of this Section 24, a Force Majeure Event shall
obligate and require Jabil to commence and successfully implement all of the Manufacturing Services
relating to disaster recovery set forth in its Business Continuity Plan within the time period
described therein. In the event that a Party’s material obligations hereunder are suspended or
delayed due to a Force Majeure Event for more than sixty (60) consecutive days, then the other
Party may immediately terminate this Agreement, subject to charges set forth in Section 15.3.3.
Termination pursuant to this Section shall not affect Company’s obligation to pay Jabil as provided
herein. Company may, at its option, and in addition to any other rights Company may have as
provided herein, procure such Manufacturing Services from an alternate source until Jabil is again
able to provide such Manufacturing Services. If Jabil’s material obligations hereunder are
suspended or delayed due to a Force Majeure Event for more than ten (10) consecutive days, to the
extent reasonably practicable under said Force Majeure circumstances, Jabil agrees to provide
reasonable Transition Assistance as provided in Section 15.4.


25 Miscellaneous.




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



	 	 	 

	     Notice to Jabil:
	 	Jabil Circuit, Inc.

	 	 	10560 Dr. M.L. King Jr. Street North

	 	 	St. Petersburg, FL 33716

	 	 	Facsimile: [*]

	 	 	Attn: Attention, Controller Huangpu Plant

	 	 	 

	     with a copy to:
	 	Jabil Circuit, Inc.





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




29









 






	 	 	 

	 	 	10560 Dr. M.L. King Jr. Street North

	 	 	St. Petersburg, FL 33716

	 	 	Facsimile: [*]

	 	 	Attn: General Counsel

	 	 	 

	     Notice to Company:
	 	iRobot Corporation

	 	 	8 Crosby Drive

	 	 	Bedford, MA 01730

	 	 	Facsimile: [*]

	 	 	Attn: General Counsel

	 	 	 

	     with a copy to:
	 	Goodwin Procter LLP

	 	 	Exchange Place

	 	 	53 State Street

	 	 	Boston, MA 02109

	 	 	Fax: [*]

	 	 	Attn: Mark T. Bettencourt, Esq.







     25.2 Expenses and Costs. Each Party shall pay their own expenses in connection with
the negotiation of this Agreement and in connection with the resolution of Disputes pursuant to
Section 25.13 below.



     25.3 Amendment. No course of dealing between the Parties hereto shall be effective to
amend, modify, or change any provision of this Agreement. This Agreement may not be amended,
modified, or changed in any respect except by an agreement in writing signed by the Party against
whom such change is to be enforced. The Parties may, subject to the provisions of this Section
25.3, from time to time, enter into supplemental written agreements for the purpose of adding any
provisions to this Agreement or changing in any manner the rights and obligations of the Parties
under this Agreement or any Schedule hereto. Any such supplemental written agreement executed by
the Parties shall be binding upon the Parties.



     25.4 Partial Invalidity. Whenever possible, each provision of this Agreement shall be
interpreted in such a way as to be effective and valid under applicable law. If a provision is
prohibited by or invalid under applicable law, it shall be ineffective only to the extent of such
prohibition or invalidity, without invalidating the remainder of such provision or the remaining
provisions of this Agreement.



     25.5 Monies. All references to monies in this Agreement shall be deemed to mean
lawful monies of the United States of America.



     25.6 Entire Agreement. This Agreement, the Schedules and any addenda attached hereto
or referenced herein, constitute the complete and exclusive statement of the agreement of the
Parties with respect to the subject matter of this Agreement, and replace and supersede all prior
agreements, including the Letter of Intent between the Parties dated November 16, 2009, and
negotiations by and between the Parties, provided, however, that each Party acknowledges that the
Manufacturing Services Agreement between iRobot Corporation and Jabil Defense & Aerospace Services,
LLC, dated June 4, 2007 is a separate agreement between the Parties regarding separate subject
matter and is not terminated or otherwise amended by this Agreement. Each Party acknowledges and
agrees that no agreements, representations, warranties or collateral promises or inducements have
been made by any Party to this Agreement except as expressly set forth herein or in the Schedules
and any addenda attached hereto or referenced herein, and that it has not relied upon any other
agreement or document, or any verbal statement or act in executing this Agreement. These
acknowledgments and agreements are contractual and not mere recitals. In the event of any
inconsistency between the provisions of this Agreement and any Schedule and any addenda attached
hereto or referenced herein, the provisions of this Agreement shall prevail unless expressly
stipulated otherwise, in writing executed by the Parties. Pre-printed language on each Party’s
forms, including purchase orders shall not constitute part of this Agreement and shall be deemed
unenforceable.



     25.7 Binding Effect. This Agreement shall be binding on the Parties and their
successors and assigns; provided, however, that neither Party shall assign, delegate or transfer,
in whole or in part, this Agreement or any of


 Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.



30









 




its rights or obligations arising hereunder without the prior written consent of the other
Party. Any purported assignment without such consent shall be null and void. Notwithstanding the
foregoing, Jabil shall have the right to assign its rights to receive monies hereunder without the
prior written consent of Company.




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



     25.9 Captions. The captions contained in this Agreement are inserted only as a matter
of convenience or reference and in no way define, limit, extend or describe the scope of this
Agreement or the intent of any of its provisions.



     25.10 Construction. Since both Parties have engaged in the drafting of this Agreement,
no presumption of construction against any Party shall apply.



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



     25.12 Business Day. If any time period set forth in this Agreement expires upon a
Saturday, Sunday or U.S. national, legal or bank holiday, such period shall be extended to and
through the next succeeding business day.



     25.13 Dispute Resolution.



          25.13.1 The Parties shall use good faith efforts to resolve disputes, within twenty (20)
business days of notice of such dispute. Such efforts shall include escalation of such dispute to
the corporate officer level of each Party.




          25.13.2 If the Parties cannot resolve any such dispute within said twenty (20) business day
period, the matter shall be submitted to arbitration for resolution. Arbitration will be initiated
by filing a demand at the New York, New York regional office of the American Arbitration
Association (“AAA”). Any judicial proceeding arising out of or relating to this Agreement or the
relationship of the Parties, including without limitation any proceeding to enforce this Section
25.13, to review or confirm the award in arbitration, or for specific performance and/or
preliminary injunctive relief (for any alleged violations of the Parties’ Non-Disclosure Agreement,
as amended by Section 16 above), shall be brought exclusively in a court of competent jurisdiction
in the New York Courts.




          25.13.3 Disputes will be heard and determined by a panel of three arbitrators. Each Party will
appoint one arbitrator to serve on the panel. A neutral arbitrator will be appointed by the AAA.
All arbitrators must have significant experience in resolving disputes involving electronic
manufacturing and design services.




          25.13.4 Within fifteen (15) business days following the selection of the arbitrator, the
Parties shall present their claims to the arbitrator for determination. Within ten (10) business
days of the presentation of the claims of the Parties to the arbitrator, the arbitrator shall issue
a written opinion. To the extent the matters in dispute are provided for in whole or in part in
this Agreement, the arbitrator shall be bound to follow such provisions to the extent applicable.
In the absence of fraud, gross misconduct or an error in law appearing on the face of the
determination, order or award issued by the arbitrator, the written decision of the arbitrator
shall be final and binding upon the Parties.




          25.13.5 The Parties agree that the existence, conduct and content of any negotiation or
arbitration pursuant to this Section 25.13 shall be kept confidential and no Party shall disclose
to any Person any information about such negotiation or arbitration, except as set forth in Section
16 or 23.




          25.13.6 IN THE EVENT OF ANY DISPUTE BETWEEN THE PARTIES, WHETHER IT




Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




31









 







RESULTS IN PROCEEDINGS IN ANY COURT IN ANY JURISDICTION OR IN ARBITRATION, THE PARTIES HEREBY
KNOWINGLY AND VOLUNTARILY, AND HAVING HAD AN OPPORTUNITY TO CONSULT WITH COUNSEL, WAIVE ALL RIGHTS
TO TRIAL BY JURY, AND AGREE THAT ANY AND ALL MATTERS SHALL BE DECIDED BY A JUDGE OR ARBITRATOR
WITHOUT A JURY TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW.




          25.13.7 Notwithstanding anything contained in this Section 25.13 to the contrary, in the event
that either Party is seeking temporary or preliminary injunctive relief, including any action for
equitable relief, such Party may proceed in the New York Courts without prior negotiation or
arbitration for the limited purpose of avoiding immediate and irreparable harm.




     25.14 Insider Trading. Neither Party will, and will cause its Affiliates,
Subsidiaries, and its and their employees and subcontractors to not, transact in any securities of
the other Party based on the manufacture of any Product under this Agreement or any Proprietary
Information and Technology of such other Party or from communicating any such information to any
other Person in connection with the trading of such securities.



     25.15 Other Documents. The Parties shall take all such actions and execute all such
documents that may be necessary to carry out the purposes of this Agreement, whether or not
specifically provided for in this Agreement.



     25.16 Counterparts. This Agreement may be executed by facsimile and delivered in one
or more counterparts, each of which shall be deemed to be an original and all of which, taken
together, shall be deemed to be one agreement.



     25.17 Even-Handed Construction. The terms and conditions as set forth in this
Agreement have been arrived at by sophisticated parties with equal bargaining power, each having an
opportunity to consult with counsel, after mutual negotiation, and it is the intention of the
Parties that its terms and conditions not be construed against any Party merely because it was
prepared by one of the Parties.



     25.18 Governing Law and Jurisdiction. All disputes, claims or controversies arising
out of this Agreement, or the interpretation, negotiation, validity or performance of this
Agreement, or the transactions contemplated hereby shall be governed by the laws of the State of
New York, without application of conflicts of law principles. The provisions of the United Nations
Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.
Each of the Parties hereto hereby irrevocably and unconditionally consents to submit to the sole
and exclusive jurisdiction of the courts of the State of New York and of the United States of
America located in the State of New York (the “New York Courts”) for any litigation between the
Parties hereto arising out of or relating to this Agreement, or the negotiation, validity or
performance of this Agreement, waives any objection to the laying of venue of any such litigation
in the New York Courts and agrees not to plead or claim in any New York Court that such litigation
brought therein has been brought in any inconvenient forum or that there are indispensable parties
to such litigation that are not subject to the jurisdiction of the New York Courts.



     25.19 Design or Repair Services; and U.S. Government Contracts. In the event that the
Parties agree that Jabil will provide design or repair (i.e., out of warranty) services for
Company, or U.S. government subcontract services for Company, the terms and conditions of such
services shall be set forth in a separate mutually agreed upon agreement prior to the commencement
of any such services. No FAR, DFAR, or any other FAR Supplement clauses shall be applicable to
this Agreement. If Company requires, and authorizes in writing, Jabil to perform any of the
foregoing services prior to execution of a separate agreement, such Jabil’s services will be
provided “AS-IS” and Company shall be fully responsible for any claims or liability arising from
such services and corresponding deliverables or products.



REMAINDER OF PAGE INTENTIONALLY LEFT BLANK






Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to
the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.





32









 







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




	 	 	 	 	 	 	 	 	 

	IROBOT CORPORATION	 	 	 	JABIL CIRCUIT, INC.
	 
	 	 	 	 	 	 	 	 
	By:

	 	/s/ Jeffrey A. Beck
	 	 	 	By:
	 	/s/ A. Parimbelli
	 

	 	 
	 	 	 	 	 	 
	 

	 	Signature
	 	 	 	 	 	Signature
	 
	 	 	 	 	 	 	 	 
	Name:

	 	Jeffrey A. Beck
	 	 	 	Name:
	 	A. Parimbelli
	 

	 	 
	 	 	 	 	 	 
	 

	 	(Print)
	 	 	 	 	 	(Print)
	 
	 	 	 	 	 	 	 	 
	Title:

	 	President HRD
	 	 	 	Title:
	 	VP Business Development
	 
	 	 	 	 	 	 	 	 
	Date:

	 	March 18, 2010
	 	 	 	Date:
	 	March 17, 2010





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




SIGNATURE PAGE TO MANUFACTURING SERVICES AGREEMENT




 









 






SCHEDULE 1

TO MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL AND COMPANY




[*]


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.







 









 








SCHEDULE 2

TO MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL AND COMPANY




[*]


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.






 









 





SCHEDULE 3

TO MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL AND COMPANY




[*]


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




 









 





SCHEDULE 4

TO MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL AND COMPANY




[*]


Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.






 









 








SCHEDULE 5

TO MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL AND COMPANY




COMPANY MARKS



IROBOT

ROOMBA

SCOOBA

VIRTUAL VISITING

LOOJ

VERRO

PACKBOT

SUGV

SEAGLIDER

VIRTUAL WALL



Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.









 









 








SCHEDULE 6

TO MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL AND COMPANY




COMPANY QUARTER END







Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




 









 












	 	 	 	 	 	 
	Jan

	 	3-Jan-2010
	 	30-Jan-2010	 
	Feb

	 	31-Jan-2010
	 	27-Feb-2010	 
	Mar

	 	28-Feb-2010
	 	3-Apr-2010	 
	Apr

	 	4-Apr-2010
	 	1-May-2010	 
	May

	 	2-May-2010
	 	29-May-2010	 
	Jun

	 	30-May-2010
	 	3-Jul-2010	 
	Jul

	 	4-Jul-2010
	 	31-Jul-2010	 
	Aug

	 	1-Aug-2010
	 	28-Aug-2010	 
	Sep

	 	29-Aug-2010
	 	2-Oct-2010	 
	Oct

	 	3-Oct-2010
	 	30-Oct-2010	 
	Nov

	 	31-Oct-2010
	 	27-Nov-2010	 
	Dec

	 	28-Nov-2010
	 	1-Jan-2011	 





Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions.




Manufacturing Services Agreement




Page 2