EXHIBIT 10.32


 


Manufacturing Services and Supply
Agreement


 


The
Manufacturing Services and Supply Agreement (hereinafter referred to as the “Agreement”),
made effective this 23rd day of May, 2001 (“Effective Date”), by and between:


 


INFOCUS Corporation, an Oregon corporation with
principle place of business located at 27700B SW Parkway Avenue, Wilsonville,
Oregon 97070 USA (herein referred to as “INFOCUS”); and


 


Flextronics Industrial (Melaka) SDN. BHD, a Malaysian
corporation with principle place of business located at Lot 19/20, Kawasan
MIEL, 75350, Melaka, Malaysia and affiliated companies (collectively referred
to as “Flextronics”)


 


Both “INFOCUS” and “Flextronics” hereinafter
collectively referred to as the “Party(s)”


 


RECITALS


 


A.            Whereas,
INFOCUS is engaged in the design, manufacturing, marketing and worldwide sale
of projection systems in the commercial market;


 


B.            Whereas,
Flextronics is engaged in contract manufacturing of electronic products that
have applications in the commercial and consumer markets.  Flextronics desires to manufacture, test and
deliver on behalf of INFOCUS, projector products, service parts and accessories
hereinafter referred to as “Products” and more fully described in the “Product
Specification”.


 


C.            Whereas,
INFOCUS desires to purchase the Products manufactured by Flextronics
specifically for INFOCUS and Flextronics desires to sell said Products to
INFOCUS, and perform certain engineering services related thereto, INFOCUS
pursuant to the terms and conditions of this Agreement; and


 


D.            Whereas,
INFOCUS has relied, and is relying, upon Flextronics stated expertise and
experience in providing certain engineering services and manufacturing, testing
and delivery of high quality complex electronic assemblies.


 


E.             Whereas,
The Parties signed a Memorandum of Understanding dated 3/28/01 and this
Agreement replaces that document.


 


F.             In
the spirit of this agreement, INFOCUS will include Flextronics in any Request
for Quotation (RFQ) for goods and services where applicable and provide for
review requirements for goods and services that Flextronics could provide.  INFOCUS will solely determine the supplier
selection criteria including but not limited to cost, technology, performance,
and other competitive factors. 
Flextronics agrees to work in a cooperative and professional manner with
any new supplier selected by INFOCUS.


 


1





















 


G.            Whereas,
manufacturing of INFOCUS “Light Engines”, initially being consigned by INFOCUS
to Flextronics, is anticipated.  Upon the
initiation of manufacturing of Light Engines by Flextronics, both parties will
review and update this agreement as required, in good faith.


 


AGREEMENT


 


NOW, THEREFORE, in consideration of the mutual
covenants hereinafter set forth, for other good and valuable consideration,
receipt of which is hereby acknowledged and intending to be legally bound,
INFOCUS and Flextronics agree as follows:


 


Article One - Definitions


 


Capitalized
terms used in this Agreement shall have the meaning given to them below:


 


1.1           “Products”
shall mean all data and video projectors and electronic circuit board
assemblies (herein referred to as ECA’s), and parts of Products (herein
referred to as Service Parts) and accessories with INFOCUS part numbers,
manufactured to meet INFOCUS specifications as more fully described in the
detailed Product Requirements Specification which INFOCUS may purchase from
Flextronics under this Agreement.


 


1.2           “Non-Recurring
Engineering Services and Deliverables” hereto called NRE Services is work
performed by Flextronics in accordance with the terms and conditions of this
agreement and meeting all specifications and milestone schedules contracted for
on separate purchase orders on a project by project basis.  Non Recurring Engineering Services are
generally one-time charges for engineering development, tooling, agency fees
and samples more fully described in the Statement of Work and Development
Schedules detailed in the individual Project Plans.


 


1.3           “Project
Plan” shall mean the plan mutually developed and agreed to by INFOCUS and
Flextronics for the purpose of preparing product and process for manufacture at
Flextronics.  The Project Plan will
include a Statement of Work and Development Schedule, and any other information
required to guide the development activity, such as resource assignments and
responsibilities.  These Project Plans
will be developed on an as needed basis, but will generally be per Product
Platform or Model to be manufactured by Flextronics.


 


1.4           “Product
Platform” shall mean a family of products based on a similar architecture that
will typically contain many common parts and Product Specifications (e.g.,
individual products within a platform will be based on the same technologies
but may vary in resolution or features). 
“Product Model” shall mean a specific group of products, which are
highly similar in performance and features and will contain many common parts,
but may vary in industrial design or minor features.  “SKU” shall mean a specific product with a
unique Bill of Materials.  An example of
a Platform/Model/SKU hierarchy would be the Barracuda platform/the LP350, LP340
and LP340B models/the thin-label OEM customer SKU’s thereof.


 


2





















 


1.5           “Development
Schedule” means the schedule for the design and development, manufacturing,
test and qualification of Products for manufacture at Flextronics.  The Development Schedule shall include a
Milestone and Payment Schedule detailing in project purchase orders certain
significant events in the overall Development Schedule that allows the Parties
to evaluate the status of the development and to make payments based on
completion and acceptance of key tasks.


 


1.6           “Business
Days” shall mean those days, from Monday through Friday, which are not declared
as national holidays in the United States or Malaysia


 


1.7           “Calendar
Days” shaft mean all days, Sunday through Saturday, which appear on the
calendar from January 1 through December 31


 


1.8           “Product
Requirements Specification” shall mean collectively but not limited to product
performance specifications, product quality and agency requirements, new
product introduction schedules, and shipping configuration.


 


1.9           “Quality
Plan” shall include all documentation, processes and procedures agreed to by
the parties necessary to manufacture, inspect and accept products, deliver and
service the product.  The Quality Plan
includes:  (a) IQA inspection and ECO
control of material, (b) manufacturing and process procedures, and (c)
manufacturing process control and quality control systems.


 


1.10         “Acceptance
of Product” are the End-of-line audit (EOL) and Out-of-box audit (OOB) used by
Flextronics as final acceptance for Products prior to shipping Products to
INFOCUS.  Once First Customer Ship (FCS)
has been authorized and dock-to-stock (DTS) status has been achieved for a
product model, then final Acceptance of Product can occur at Flextronics
manufacturing location.  INFOCUS will
provide a FCS checklist and DTS approval process as part of the quality plan
for each product model.


 


1.11         “Delivery
Date” shall mean the Required Date on which Products shall be delivered to
INFOCUS designated FOB point as specified on INFOCUS Purchase Orders.


 


1.12         “F.C.A.
(Free Carrier) - Port of Export” shall mean point where seller has delivered
goods, cleared for export and ownership and risk of loss has transferred to
buyer.  Port of Export
to be specified by buyer.


 


1.13         “Service
Parts” shall mean Products or parts of Products, which Flextronics agrees to
sell to INFOCUS for the purpose of providing service for the products.


 


1.14         “Special
Tooling” means any unique tooling required to manufacture Products exclusively
for INFOCUS.


 


1.15         “Prototype
Products” means Products that have been tested by Flextronics and meet substantially
all of the Product Specifications and have been provided to INFOCUS for
correlation and verification testing against agreed to Specifications.


 


3





















 


1.16         “Pilot
Production Samples” means those parts submitted to INFOCUS quality department
by Flextronics with required inspection data in order for INFOCUS to compare
Pilot Production Samples against Product Requirements Specification, correlate
Flextronics test reports with INFOCUS inspection data and approve for
manufacturing,


 


1.17         Product
and Process Documentation.  Documentation
provided by INFOCUS, or developed by Flextronics to be used to manufacture
products including:  BOM, AVL, Assembly
drawings, Line layouts, process documentation, quality
and inspection plans, test processes, packaging requirements, amongst others.


 


Article Two - Purpose and Term


 


2.1           Purpose.  The purpose of this Agreement is to set forth
the terms and conditions under which, during the term hereof, Flextronics shall
manufacture certain Products and participate in the Process Development of
Products per Project Plans.  Upon
successful qualification of Flextronics Pilot Production Samples, Flextronics
will manufacture for INFOCUS, and INFOCUS may purchase, Products, Service Parts
and Accessories.


 


Work specifically
undertaken by Flextronics under this agreement, including all specific work,
documents, designs, processes, etc will be used exclusively for the
manufacturing and development of INFOCUS products, with strict adherence to the
NDA referenced in this document. 
Flextronics is free to build other similar type products for other
customers, in any other Flextronics facility other than the one currently being
utilized at the time to build INFOCUS Products.


 


2.2           Scope
of Services to be provided.  Flextronics
shall manufacture, assemble, test and deliver Products that meet agreed to
Specifications provided by INFOCUS. 
Flextronics will purchase material at lead-time per INFOCUS Approved
Manufactures List (AML) necessary to manufacture Products per confirmed INFOCUS
purchase orders.  It is INFOCUS intention
to involve Flextronics in the supplier selection process.  Flextronics is responsible for all inventory
management and quality control of materials used in the production of the Product.  Flextronics agrees to provide incoming
inspection and obtained certificates of compliance (C of C’s) where appropriate
to ensure that only parts conforming to the component specification are used to
manufacture products for INFOCUS. 
INFOCUS may consign certain key components including the component
identified as the Optical Engine. 
Special terms, conditions and responsibilities for consigned materials
are described in Exhibit G.


 


Flextronics will
be responsible for securing and maintaining sufficient plant & equipment
and qualified assemblers, technicians and management to fulfill all obligations
contained in the Agreement.  Flextronics
will provide detailed manufacturing and quality plans that include description
of all processes, equipment, data collection and
reporting required to ensure INFOCUS Products will meet the agreed to
Specifications.  Flextronics agrees to
support Product launch activities with technical support on design for
manufacturability and testability, agency documentation and compliance, quality
and project management support.  If any
requested Product launch support activity is to be considered as non-


 


4





















 


standard
New Product Introduction tasks by Flextronics, then any Non Recurring
Engineering charges will be quoted separately.


 


2.3           Operating
Model.  Both INFOCUS and Flextronics will
appoint one or more program managers for its respective project activities to
act as commercial and technical liaison with the other party.  Each party will assign appropriate personnel,
as it shall deem necessary in its sole discretion; provided, however, that each
party shall use its reasonable commercial efforts to perform the activities for
which, by the terms of this Agreement, is responsible.  Both parties shall provide manufacturing,
test and quality engineering support, if needed, at each others facilities as
mutually agreed upon.


 


Flextronics agrees
to work with INFOCUS to further develop the shared operating model in Exhibit E
that includes cross-company processes in the following functional areas:  project management, supply chain planning,
procurement, order management, manufacturing operations, logistics, quality
control, documentation and ECO control, service operations and information
technology (IT).


 


2.4           Term.  Subject to earlier termination as provided
for in Article Eleven, herein, the term of this Agreement shall be from the
date set forth above and continue until terminated by either party. . The terms
and conditions hereof, except price, shall continue in force unless compelling
reason is provided by either party for change, which shall be negotiated in
good faith between the parties no more than once per year.


 


Article Three - Product and
Process Development


 


3.1           Products
or Deliverable items in the Product and Process Development phase include but
are not limited to feasibility reports and design studies, analysis of
specifications and creation of designs or modification to existing designs,
creation of CAD design files, drawings, assembly and test documentation and
bills of materials, fabrication and procurement of tooling, equipment and
assembly and test fixtures, and delivery of engineering Prototypes and pilot
production samples.  Flextronics will
maintain all manufacturing processes, Product inspection and test documentation
and software and make available to INFOCUS as requested.  For each Product Platform or Model to be
manufactured by Flextronics, INFOCUS and Flextronics will mutually develop and
agree to a Project Plan.  Flextronics
shall, in a competent and professional manner, perform on behalf of INFOCUS,
the non-recurring engineering services and provide all deliverable items
described in any Statement of Work and contracted for on separate purchase
orders, in accordance with the agreed to Development Schedules and, as
applicable, shall develop Products that fully comply with the Specifications.


 


3.2           Non-Recurring
Engineering fees and Capital Equipment Spending.  Each party will bear their own expenses
necessary to comply with the Agreement except those expressly documented and
agreed to in waiting or identified as part of the Milestone and Payment
Schedule.  Flextronics to provide a
detailed list of Non-Recurring Engineering (NRE) fees and Capital Equipment
spending for custom equipment used to support the manufacturing of the
Products.  INFOCUS agrees to review
Flextronics request for cost sharing of initial project start up costs that are
not part of the Flextronics standard


 


5





















 


manufacturing
operations and negotiate a non-recurring fee for those start up costs that are
unique to the manufacturing of the Product and specifically requested by
INFOCUS.


 


3.3           Flextronics
shall satisfactorily complete performance of the task listed in each
Development Schedule (tasks are more particularly described in the applicable
Statement of Work) and shall use its reasonable commercial efforts to adhere to
the development deadlines and delivery dates set forth in each such Development
Schedule, Flextronics, shall perform the tasks within its control, and / or
deliver the items specified in each Development Schedule within ten (10) days
after the applicable deadline specified in each such Development Schedule.


 


3.4           In
exchange for Flextronics satisfactory and timely performance of the development
tasks described in the Statement of Work in accordance with the Development
Schedule, INFOCUS shall pay to Flextronics the sum set forth in the associated
Milestone and Payment Schedule.  Each
installment of the *


 


3.5           * 
INFOCUS to solely determine acceptance of any goods or service
provided.


 


3.6           In
the event that Flextronics is for any reason within its control unable to
satisfactorily complete any of the tasks listed in the Milestone Schedule,
Statement of Work or provide Pilot Production Samples to INFOCUS in accordance
with the Milestone Schedule that are determined by INFOCUS to be fully
conforming to the agreed to deliverables, then INFOCUS reserves the right to
terminate the specific Product Development Project after paying the acceptable
tasks completed to date. .


 


3.7           Tools,
Fixtures, Jigs and Equipment.  Tools,
Dies, Jigs, Equipment and other miscellaneous items belonging to INFOCUS
(hereinafter called “Production Tooling”) are being loaned to Flextronics for
the manufacturing of Products covered in this agreement.  Flextronics to provide scheduled maintenance,
calibration, and repair of all Production Tooling at a cost to be negotiated in
good faith or amortized into the unit costs. 
The full list of Production Tooling belonging to INFOCUS is shown in
Exhibit H.


 


Flextronics
agrees with INFOCUS on the following conditions:


a)             Any
tooling paid for by INFOCUS shall be and remain the sole properties of
INFOCUS.  In addition, any Production
Tooling supplied and loaned to Flextronics shall remain the sole property of
INFOCUS.  INFOCUS may require the return,
or transfer to a third party this Production Tooling to which Flextronics shall
comply.


b)            Flextronics
shall maintain and repair these Production Tooling in
good working condition at all times and shall be responsible for their
safekeeping.  Where required, costs of
upkeep and maintenance will be reviewed jointly and negotiated accordingly.


c)             Location
for the use of Production Tooling must be specified to INFOCUS and there should
not be a change of location without prior consent of INFOCUS.


 










*Certain information on this page has been omitted and filed separately
with the Commission.  Confidential
treatment has been requested with respect to the omitted portions.


 


6





















 


d)            All
Production Tooling shall not be rented out, sold or presented to third party
and Flextronics shall not act in any manner that would infringe or may have the
possibility of infringing the ownership of INFOCUS.


e)             Flextronics
undertakes to maintain proper separate book records for Production Tooling
belonging to INFOCUS and providing adequate certification that the Production
Tooling belong to INFOCUS so that in the event of
reorganization, bankruptcy or any other legal proceedings involving
Flextronics, the Production Tooling will not be subject to seizure and can be
returned to INFOCUS without any complications.


f)             In
case of damage or loss of Production Tooling as a result of negligence on
Flextronics part, Flextronics shall be responsible for replacement thereof.


g)            Any
modifications, repairs that need to be done on the Production Tooling must be
communicated to INFOCUS and its consent given before Flextronics can proceed
with such modifications, repairs on the Production Tooling.


h)            Flextronics
will obtain any and all export/import licences to import/export the Production
Tooling into and from Singapore and Malaysia, during the term of and upon the
termination or expiration of this Agreement.


i)              Assist
in obtaining duty and sales tax exemption for the import/export of the
Production Tooling into and from Singapore and Malaysia, during the term and
upon the termination or expiry of this Agreement.


j)              Flextronics
shall return the Production Tooling to INFOCUS in good working condition
immediately when so required.


k)             X-Factory
Software:  A standard off-the-shelf
software product “X-Factory” will be modified to meet the specific needs
of the INFOCUS line at Flextronics.  The
customizations will be performed by IDS-Gintic, a 3rd party.  Flextronics shall pay IDS-Gintic directly for
this customization and INFOCUS shall reimburse Flextronics for such
payment.  INFOCUS shall have the right to
move or re-deploy the basic X-Factory software along with the
customizations, with INFOCUS having the responsibility of obtaining the
appropriate basic license for such move or redeployment from X-Factory.  At INFOCUS request, Flextronics,
agrees to transfer to INFOCUS all materials to permit INFOCUS to exercise the
above rights, including the right to use and modify the customizations.


 


l)              Flextronics
to abide by Intellectual Property requirements as called out in
Article 14.2


 


3.8           IT
Systems Support.  Flextronics agrees to
facilitate the communication and system logic links of specific IT functions
and data bases with INFOCUS systems including but not limited to quality and
shop floor control systems, documentation and ECO control systems and inventory
and order management systems. 
Flextronics will conform to Information Technology best practices to
ensure the security of intellectual property both residing at Flextronics and
communicated externally to/from INFOCUS, and to conform to the service level
agreement specified in Exhibit I.


 


7





















 


Article Four - Production


 


4.1           Product
Conformance.  All Products delivered by
Flextronics to INFOCUS hereunder shall be in complete conformance with the
Product and Process Documentation controlling the procurement, manufacture,
test, packaging and preparation for shipment. 
Products shall be tested and processed in accordance with the agreed to
Quality and Manufacturing Plans.  “Product
Requirements Specifications” are provided for reference only and will not be
considered part of the acceptance criteria by INFOCUS.


 


4.2           Additional
Products.  INFOCUS may add Products
hereunder by submitting Product Requirements Specifications and forecasts to
Flextronics.  Both parties shall
negotiate pricing in good faith in a timely manner and all other terms and
conditions contained herein shall apply to such Products.


 


4.3           Product
Discontinuance.  During the term of this
Agreement, Flextronics may not discontinue the manufacture of any Product or
make any changes to any Product or manufacturing process therefore without the
prior express written consent of INFOCUS. 
If total production units fall below those in the cost model, INFOCUS
agrees to review manufacturing location, pricing, and ongoing viability of this
agreement in good faith.


 


4.4           Product
Requirements Specification.  Product
Requirements Specification (PRS) documents will be provided as required to support the development, procurement, manufacture, test,
packaging, and preparation for shipment of the Products.  All PRS documents will be identified as “controlled
documents” and will be maintained and revised according to procedures that
conform to ISO9000 requirements at both Flextronics and INFOCUS
facilities.  INFOCUS Document Control
department will provide Flextronics with original PRS and supporting documents
in hard copy and electronic format.  All
working copies of specifications and uncontrolled documents, which may be used
by Flextronics, are not considered the approved Specifications.  As specified in Project Plans, Flextronics
will be responsible for the preparation of certain manufacturing and quality
processes and procedures.  Upon approval,
these documents will be come part of the Quality Plan, and subject to the same
document control procedures as INFOCUS provided PRS documents.  In general, Flextronics will be responsible
for developing product manufacturing and quality process procedures subject to
INFOCUS approval.


 


4.5           Strategic
and Non-Strategic Suppliers.  Flextronics
will purchase materials to manufacture product for INFOCUS per the INFOCUS
Approved Manufacturers List (AML). 
Certain material and service providers will be identified by INFOCUS in
Exhibit F as “Strategic Suppliers”. 
For these Strategic Suppliers, INFOCUS will maintain strategic account
management responsibilities, such as contracts, pricing, quality and business
performance feedback and management, corrective and remedial action management,
etc.  For these designated strategic
suppliers, Flextronics shall, perform certain tactical duties, as directed by
INFOCUS.  These duties shall generally
include purchasing per the INFOCUS-supplier contract, performing incoming
inspections, and tracking and providing supplier quality and business
performance data


 


8





















 


per
INFOCUS request.  For non-strategic
suppliers, Flextronics will be responsible for all aspects of the supplier
management, subject to the approval of the supplier by INFOCUS.


 


Article Five — Forecasts,
Purchase Orders and PO Acknowledgments


 


5.1           Forecast
Schedules.  In each month during this
Agreement, INFOCUS will deliver to Flextronics a minimum of six (6) month
forecast for the Product:  Two months
forecasts and purchase orders are subject to the cancellation and rescheduling
provisions of the Agreement for the current month and second mouth, and Four
(4) months forecasts for the third through sixth months following the date of
the forecast.  INFOCUS liability to
purchase orders and forecasts will be limited to those called out in this
agreement for finished goods, work in process, and materials on order or in
stock.


 


These forecasts
will specify Product Model and weekly quantities for the 1st 8 weeks
of the forecast and the Product Model and monthly quantities for later portions
of the forecasts.  INFOCUS does not agree
hereunder to any minimum purchase amount over any part of the Term of this
Agreement or make any representation as to the success of business, now or in
the future.  All commitments for
purchases of Products by INFOCUS hereunder shall be made only upon issuance of
a Purchase Order pursuant to Article 5.3.


 


5.2           Weekly
Releases.  On Wednesday of each week,
INFOCUS shall provide a weekly release to Flextronics, which shall specify the
subsequent week’s build and ship plan with quantity by SKU and ship-to
location.  The Delivery Date shall be no
later than the Friday of the week after (i.e., l1 business days from the
release date).  Flextronics shall, within
(3) three business day of receipt, acknowledge and honor, based upon material
availability any INFOCUS Weekly Release.


 


5.3           Purchase
Orders.  For the 1st 8 weeks, INFOCUS
shall submit requirements for the Products on monthly blanket Purchase Orders,
which shall contain the following information: 
(a) SKU and description of the Products purchased, (b) quantity
purchased; and (c) prices of the Products purchased.  All Purchase Orders issued by INFOCUS
hereunder shall be governed exclusively by the Terms and Conditions of this
Agreement.  Terms and conditions on the
back of the INFOCUS purchase orders are not applicable.


 


5.4           Purchase
Order Acknowledgments.  Flextronics
shall, within three (3) business days of receipt, acknowledge and honor any
INFOCUS Purchase Order for Products issued during the term of this Agreement
which (a) requests Delivery Dates no earlier than the agreed upon lead time
periods and (b) is otherwise in accordance with the terms and conditions of
this Agreement.  Flextronics shall also
use its best efforts to honor INFOCUS Purchase Orders for Products, the
provisions of which do not fully comply with the terms of Article 5.3 and 5.5.


 


5.5           Lead
Time (LT).  Flextronics agrees that
delivery lead-time to procure raw materials, manufacture and deliver completed
Products is forty-five (45) days.  Some
raw materials have lead-times longer than forty-five calendar (45) days.  Lead-times for all key components and
components that have (i) lead-time greater than 30 days, (ii) non-cancelable
and non-returnable, or (iii) have Minimum Order Quantity will be identified in


 


9





















 


Exhibit C.  The Parties agree that the total lead time
stated as forty-five (45) calendar days shall equal the Flextronics raw
material lead time (“A”) plus internal production lead time and outside
processing (“B”) plus delivery lead time (“C”) of Product to FOB point in
accordance with INFOCUS Purchase Orders.


 


Under this
agreement, Flextronics is not required speculate on materials and will procure  all materials
to the lead-times and in quantities of the forecast provided by INFOCUS.  INFOCUS liability for raw materials will
extend to standard lead-time items where they cannot be consumed into
production units when Flextronics has acted in proper fashion to secure
materials per the latest forecast or purchase orders.  INFOCUS will also be liable for all materials
called out in exhibit “C” where Flextronics purchased materials to extended
lead-times as stipulated or in quantities listed plus cycle times.


 


“A”
weeks             +              “B”
weeks             +              “C” weeks             =              “X”
weeks


Material LT                           Production
LT                      Delivery
LT                           Total
LT


 


5.6           Purchase
Order Flexibility.  Flextronics agrees to
provide INFOCUS with maximum purchase order flexibility while limiting INFOCUS’
exposure to raw materials, work in process, and allowing INFOCUS delivery
rescheduling of the Product necessary to maintain optimal finished goods
levels.  Flextronics will purchase
material at lead-time to support INFOCUS confirmed purchase orders.  Flextronics will also purchase long-lead
components that have been agreed to by the Parties and shown in Exhibit C and
support INFOCUS latest forecast.  In the
event a confirmed purchase order is cancelled by INFOCUS then Flextronics
agrees to use reasonable and diligent efforts to mitigate the cost to INFOCUS
by disposing of any excess non-proprietary material though one of the following
means; (1) where possible, re-allocating all common material for use by other
Flextronics customers in other manufacturing facilities, (2) returning excess
material to supplier, or (3) selling excess non-proprietary material to 3rd
party where 3rd party will fully reimburse the original purchase
price or if less than original purchase price is paid, then INFOCUS will pay
the difference to Flextronics including agreed to material burden.


 


5.7           Purchase
Order Flexibility.  Flextronics will
provide INFOCUS the following flexibility for the (1st two months)
Purchase Orders and (four months) forecast with the material liability
referenced in Article 5.9


 


10





















 


Reschedule & Cancellation Matrix


 


 


	
   

  	
   

  	
  Reschedule

  	
   

  	
   

  	
   

  
	
  Days*

  	
   

  	
  Product

  	
   

  	
  SKU

  	
   

  	
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-10

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  11-20

  	
   

  	
  0

  	
  %

  	
  25

  	
  %

  	
  0

  	
  %

  
	
  21-30

  	
   

  	
  0

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  
	
  31-40

  	
   

  	
  0

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  41+

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  



 










*Days
= Business Days


 


INFOCUS may also
request Flextronics to modify the delivery schedule of the Products at other
rates; in such event both parties agree to accommodate the other’s request to
the best of their ability.


 


5.8           PO
Cancellation.  Furthermore, INFOCUS may
cancel its orders in the following manner with material liabilities as per
Article 5.9


 


Reschedule & Cancellation Matrix


 


	
   

  	
   

  	
  Reschedule

  	
   

  	
   

  	
   

  
	
  Days*

  	
   

  	
  Product

  	
   

  	
  SKU

  	
   

  	
  Cancellation

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  1-10

  	
   

  	
  0

  	
  %

  	
  0

  	
  %

  	
  0

  	
  %

  
	
  11-20

  	
   

  	
  0

  	
  %

  	
  25

  	
  %

  	
  0

  	
  %

  
	
  21-30

  	
   

  	
  0

  	
  %

  	
  50

  	
  %

  	
  50

  	
  %

  
	
  31-40

  	
   

  	
  0

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  
	
  41+

  	
   

  	
  100

  	
  %

  	
  100

  	
  %

  	
  100

  	
  %

  



 










*Days
= Business Days


 


5.9           Overall
Materials Liability.  In the event of
INFOCUS cancellation of purchase orders where allowed by this agreement,
decrease of forecasted materials for special or long lead-time inventory,
cancellation of this agreement or any other event where Flextronics acting with
prudent materials management techniques, and acting on agreed upon instructions
from INFOCUS and through no fault of its own, Customer will pay Flextronics for
Products, Inventory, and Special Inventory associated with attachment “C”
affected by the cancellation as follows: 
(i) 100% of the current price for all finished Products in
Flextronics’ possession, (ii) 105% of the cost of all Inventory and
Special Inventory in Flextronics’ possession and not returnable to the vendor
or usable for other customers, whether in raw form or work in process, less the
salvage value thereof, and (iii) 102.5% of the cost of all Inventory and
Special Inventory (attachment “C”) on order and not cancelable, (iv) any
vendor cancellation charges incurred with respect to


 


11





















 


Inventory and
Special Inventory (attachment “C”) accepted for cancellation or return by the
vendor.


 


5.10         Allocation
of shortage materials and factory capacity. 
Flextronics agrees to fulfill all conforming INFOCUS purchase orders
according to the terms of this Agreement. 
In the event suppliers place certain components on allocation,
Flextronics agrees to notify INFOCUS immediately and work diligently to assure
proper allocations for INFOCUS production are achieved.


 


5.11         Control
of Consigned Material.  By mutual written
agreement, the parties may agree that INFOCUS purchase certain component parts
(“Consigned Part”) in support of Flextronics solely for use in the production
of Products for INFOCUS.  In the event of
such agreement, Exhibit G will define the terms, conditions and
responsibilities for these consigned materials including but not limited to
INFOCUS visibility to inventory balances, inventory transactions and reconciliation,
and Flextronics responsibilities for manufacturing shrinkage, damaged or lost
inventory and FIFO control of Consigned Parts.


 


5.12         Performance
Measures.  Both parties agree to track
and measure the overall performance of the combined INFOCUS and Flextronics
supply chains, and discuss mutual performance and corrective or remedial
actions at periodic business reviews.  Key Performance Indicators and targets to be agreed upon, and to
include measures of Quality, Flexibility, Delivery and Cost.


 


Article Six – Prices and Payment Terms


 


6.1           Prices.  Prices for all Products purchased during the
term hereof shall be as initially set forth in the pricing schedule established
in Exhibit A, hereto.  Purchases by any
INFOCUS location shall be counted in determining price and quantity pursuant to
Exhibit A.  Subsequent pricing shall
be set in accordance with Article 6.4 and 6.5 hereof.


 


6.2           *


 


6.3           Most
Favored Pricing.  From time to time,
Flextronics shall offer to sell or sell any products comparable to the Products
covered under this Agreement to any other customer at an overhead and profit
structure which is lower for the same, substantially the same or a lesser
quantity than the purchase price then in effect hereunder, Flextronics shall
immediately notify INFOCUS in writing and the purchase price hereunder shall,
from the date of such lower offer or sale, be reduced to such lower price for
all comparable quantities including Backlog under orders not yet paid for by
INFOCUS and under orders thereafter placed by INFOCUS.  Such benefits will only be extended if all
business aspects remain consistent with that of INFOCUS including:  volume, material content to sell price ratio,
flexibility model, warranty requirements, support and overhead requirements,
and other contractual cost driving arrangements.


 










*Certain information on this page has been omitted and filed separately
with the Commission.  Confidential
treatment has been requested with respect to the omitted portions.


 


12





















 


6.4           Price
Review.  INFOCUS may further request a
price decrease based on market conditions, manufacturing economies of scale,
lower material costs, currency rate fluctuations, or any other reasonable
factors at any time with formal price negotiations to be conducted every six
(6) months at a mutually agreeable time and location.  Upon receiving such request, Flextronics will
consider the proposal and negotiate a mutually agreeable resolution in good
faith.  With respect to the initial
products including LP340B, LP350V, C7 SVGA and C7 XGA, the parties expect, * .  Flextronics and INFOCUS agree to implement an
aggressive price reduction program that targets specific areas of the Product
that shall include but is not limited to a pass-through to INFOCUS of “Cost
Savings” derived from manufacturing efficiency improvements, quality
improvements and material cost savings. 
Accordingly, Flextronics agrees to pass all cost savings to INFOCUS as
price decreases for the Product realized in shipments to INFOCUS and based upon
the incentive program agreed to by both parties.  INFOCUS achieved cost reductions will be
implemented as soon as practical with cost savings being passed along
consistent with the savings achieved. 
Flextronics achieved cost reductions will remain with Flextronics for
three (3) months as incentive, after which the cost savings will be passed
along to INFOCUS.


 


6.5           Payment
Terms.  Flextronics quotation for each
Product is in US Dollar, F.C.A. (Free Carrier) — Port of Export * .  Flextronics to pay export
taxes and provide all documentation necessary for INFOCUS to export the
product.


 


All payments for
undisputed invoices will be made by INFOCUS to Flextronics by wire transfer * .  The Parties agree to review all payment
disputes in a timely manner and work to resolve each dispute in a mutually
satisfactory manner.


 


6.6           Packaging.  Prices for Products include packing,
labeling, part marking and cartage. 
Flextronics agrees that all Product packaging shall comply with the
specifications set forth in the specific packaging specification for the model
to be shipped.  Flextronics may be asked
to provide drawings / sketches of shipping containers and palletization plan
for each product shipped to INFOCUS. 
Flextronics shall use its best effort to ensure that all items delivered
hereunder are packed in such a manner that they will not be damaged during
shipment using commercial carriers. 
Flextronics will comply with INFOCUS approved packaging specifications
and will be liable for product damage caused by any failure to comply with the
packaging specifications


 


6.7           Capital
Equipment spending for commercially recognized equipment and software that may
be required for electronic manufacturing and could be integrated as part of in-line
assembly and test stations or located within the factory and is used to support
an increase in manufacturing capacity or capabilities of the Products is to be
considered part of Flextronics normal cost of business expenses.  Additional Capital Equipment required as
determined by both parties to increase capabilities beyond those identified to
support the initial manufacturing requirements which increase the cost base,
will warrant a


 










*Certain information on this page has been omitted and filed separately
with the Commission.  Confidential
treatment has been requested with respect to the omitted portions.


 


13





















 


subsequent
review by both parties of the pricing formulas being utilized, and appropriate
adjustment made.  Simply said, increasing
capital equipment expenditures for commercially available equipment of similar
types used by Flextronics to support current processes, capabilities and
technologies should not have an impact on Product pricing.  Capital Equipment spending for commercially
available product specific equipment (tooling, jigs, fixtures) and software
that is agreed by both parties to be amortized within the price of Products
sold to INFOCUS to be considered part of the Tooling described in the
Manufacturing Rights provision in Article 13. 
Any hardware, software, tooling or equipment purchased by INFOCUS
through an NRE payment or amortization into product cost as an overhead fee,
shall be the property of INFOCUS, and INFOCUS shall have the right to duplicate
or relocate any such items, in so long as it does not impede Flextronics
performance to this Agreement.  Tooling
or NRE charges amortized into the unit price which are not fully depreciated at
the end of the of the program will be the responsibility of INFOCUS, payment to
be made within 30 days from the last shipments of the program that includes
depreciation and prior to shipment to INFOCUS.


 


Article Seven - Delivery,
Inspection and Product Acceptance


 


7.1           F.C.A.
(Free Carrier) - Port of Export and Freight Forwarder.  The purchase price for Product(s), spare
parts and accessories sold by Flextronics to INFOCUS will be quoted F.C.A.
(Free Carrier) - Port of Export as specified by INFOCUS using freight forwarder
specified by INFOCUS, in U.S. dollars. 
Flextronics will be responsible for preparing each shipment, all export
taxes and fees, providing supporting documentation for export clearance,
required to deliver Products to F.C.A. (Free Carrier) - Port of Export.  Responsibility of seller for delivery of
product is defined by ICC Incoterms 2000.


 


7.2           Early
Delivery.  INFOCUS reserves the right, at
its option and without liability, to (a) refuse to accept delivery of
Products that are more than five (5) business days in advance of the agreed
upon Delivery Date and, if delivered, to return such Products to Flextronics,
at Flextronics expense, for subsequent Delivery to INFOCUS upon such Delivery
Date, or (b) retain any early delivered Products and hold Flextronics
invoice until the date it would otherwise have been due if Delivery had been
made on the Delivery Date.


 


7.3           Critically
Late Products.  Delivery Delays of
products, releases hereunder which are scheduled for shipment by Flextronics
more than seven (7) calendar days past the agreed to delivery schedule are
considered critically late by INFOCUS. 
At INFOCUS option, Flextronics shall pay the differential between the
standard freight and premium air freight and any reasonable expedite charges to
accelerate the delivery of critically late Product to INFOCUS receiving dock
destination provided the Delivery Delay is substantially within the control of
Flextronics.


 


7.4           Delivery
Delays.  Flextronics will notify INFOCUS
immediately of any issues arising that will prevent continuous flow of products
to INFOCUS and work diligently to remedy those issues immediately.  Delinquent shipments will require corrective
actions and review during the quarterly business reviews.  It is in Flextronics best interest to
continue


 


14





















 


the
timely flow of products through the factory and INFOCUS sole remedy for chronic
delays should be to cancel this agreement.


 


INFOCUS may also
deem chronic delays substantially within the control of Flextronics as a
Material breach and thereby enable INFOCUS to terminate this Agreement pursuant
to Article 11 if not corrected within 30 days of notification of potential
breach


 


7.5           Quality
Plan and Acceptance of Products.  INFOCUS
quality target is to accept only Products fully conforming to the Product
Requirements Specification.  INFOCUS
responsibility is to provide proper manufacturing documentation and to approve
Flextronics developed Manufacturing and Process and
quality plan documentation to allow for the Product Specifications to be
meet.  Flextronics to provide formal
quality plan for each Product that includes manufacturing process and
capability metrics, product certification, in process and final test
procedures, data collection, data reporting and quality control procedures for
the manufacturing process that could be used to accept / reject Products.  Flextronics agrees to provide INFOCUS access
to process and quality data via web enabled , minimum
of once per day of data and or transaction, with the goal being real time-web
enabled access.  The Parties will
mutually agree to the process and quality data format and content provided and
timeline – target by Jan 1, 2002.


 


Quality plans must
be agreed upon prior to initial production shipments.  Flextronics agrees to provide technical
assistance to INFOCUS for implementing the quality plan including but not
limited to building appropriate test fixtures (contracted as part of the
product development process) for use at INFOCUS facility and correlating
between INFOCUS and Flextronics test facilities.


 


7.6           Inspection
and Process Verification.  Flextronics
shall manufacture the Products to the Manufacturing and Process Documentation
and quality control standards established by INFOCUS and mutually agreed to by
the Parties.  Flextronics shall inspect
all Products prior to shipment to INFOCUS to determine whether such Products
meet the agreed upon process controls, test yields, End-of-line audits and
Out-of-box audits.


 


INFOCUS may also
perform specific incoming inspection and Out-of-box audits at INFOCUS
facilities to determine whether such Products meet the agreed to Manufacturing and Process Documentation.  Such inspection tests shall be completed by
INFOCUS within thirty (30) calendar days after receipt of Product at INFOCUS
facility, and any Product(s) failing such incoming inspection tests shall be
subject to corrective action and if found to be a workmanship defect, corrected
by Flextronics as outlined in Article 7.7


 


It is the
intention of the Parties to have final product acceptance done at the
manufacturing site provided these activities can be implemented within a
reasonable period of time after completion of pilot production on any given
model including but not limited to: 
(1) Products to be qualified by INFOCUS in accordance with
corporate quality plan, (2) Equivalent test capabilities and methods are
in place at Flextronics manufacturing location necessary to perform
Environmental Stress Screening tests with good correlation to INFOCUS
manufacturing parameters, and (3) INFOCUS has


 


15





















 


implemented
a comprehensive source inspection program within the manufacturing location


INFOCUS alone
shall determine if the Products meet such Quality Plans.  INFOCUS alone shall determine if the Products
have successfully passed End-of-line audits and Out-of-box audits.  Failure of any Product to meet the Quality
Plan shall solely determine INFOCUS right to reject such Products.


 


7.7           Source
Verification.  INFOCUS or its authorized
agent shall perform reasonable source verifications and quality assurance
audits at Flextronics plant, but this shall in no way relieve Flextronics of
its obligation to deliver conforming Products in accordance with specified
Delivery Dates or waive INFOCUS right of incoming inspection and acceptance tests
at destination as set forth in Article 7.6. 
Source verifications shall be made at a time agreed upon by both
parties.  Flextronics agrees to provide a
suitable office space within the Flextronics manufacturing facility with
telephone and IT network capabilities for two (2) INFOCUS employees or INFOCUS
designated representatives.


 


7.8           Request for RMA.  If
INFOCUS believes that any shipment lot of the PRODUCT has failed the incoming
inspection or should be rejected by INFOCUS due to defects in workmanship as
specified in the manufacturing and process documentation, INFOCUS will give
Flextronics a written notice, giving sufficient details of such failure or
rejection.  In such an event, Flextronics
will be entitled to receive at its expense, a reasonable number of samples of
failed PRODUCT to enable Flextronics to make its own inspection.  Return Material Authorizations (“RMA”) will
be provided within two (2) business days of an INFOCUS request.  In the event that Flextronics disagrees with
INFOCUS rejection or judgment that a given lot has failed inspection for
defects attributed to workmanship, the parties will meet immediately (in person
or telephonically) to, in good faith, discuss and resolve the disagreement.


 


Should a lot be
rejected, Flextronics and INFOCUS will agree upon one of the following remedies
at INFOCUS’ sole option, which will be carried out by Flextronics within ten
(10) calendar days.


(i)            Repair the defective
units on site at INFOCUS at Flextronics expense.


(ii)           Return product or
subassemblies freight prepaid, to Flextronics for repair.


(iii)          *
units of the PRODUCT, which are non-conforming, and which INFOCUS chooses to
make repair.


 


Because of
critical customer shortages, Parties may agree solely at INFOCUS option to
repair the defective product at an INFOCUS facility.  The Parties will agree to the necessary
repairs to bring the Products into compliance with the Manufacturing and
Process Documentation.


 


7.9           Credit
for returns.  INFOCUS is authorized to
take an immediate credit for defective Product if it has already paid for said
Product and once an RMA is issued. 
Flextronics may re-invoice the Product when it is repaired or
replaced.  After Flextronics has issued


 










*Certain information on this page has been omitted and filed separately
with the Commission.  Confidential
treatment has been requested with respect to the omitted portions.


 


16





















 


the
credit or INFOCUS has taken a credit for the rejected Product, Flextronics may
request INFOCUS to return the Product to any location at Flextronics own cost.


 


7.10         Replaced
Products.  Flextronics reserves the
right, at its discretion, to promptly repair or replace Product found to be
defective or Product found to be missing components or accessories, with new
Product shipped to INFOCUS facility entirely at Flextronics expense.  Any Product returned to Flextronics will be
returned to INFOCUS facility within thirty (30) calendar days of Flextronics
receipt.  INFOCUS may cancel the
replacement purchase order for any unit not returned within thirty (30)
calendar days.  In the event a specific
Product is repaired and fails incoming inspection again; parties will meet to
discuss the failure and determine if it is required to be replaced with new
Product or repaired.  All Products
replaced by Flextronics hereunder shall be subject to INFOCUS inspection and
acceptance in accordance with the provisions of this Article 7 including full
warranty upon acceptance by INFOCUS.


 


Article Eight - Warranty


 


8.1           Express
warranty.  In addition to the acceptance
procedures described in Article 7 above, Flextronics hereby warrants that each
Product including service parts, accessories and lamps supplied hereunder are
free and clear of all liens, encumbrances, security interests and other claims,
and further warrants from the time of delivery for six (6) months, (“Warranty
Period”) thereafter will be:


(i)            manufactured in
accordance with the agreed to Manufacturing and Process Documentation free from
defects in workmanship.


(iii)          all material used to manufacture the Products has been
inspected using reasonable commercial practices and is conforming to the agreed
to IQC standards.


 


8.2           INFOCUS
Warranty Obligation for the Product. 
INFOCUS agrees to provide both In and Out of warranty servicing of the
Product worldwide that are returned to INFOCUS or an Authorized Service Center
(ASC) for repair.  The repair process for
In Warranty servicing called “Same Unit Repair” is where the customer owned
product is repaired and returned per contract terms.


 


INFOCUS will be
responsible for “customer” side of the warranty repair process including but
not limited to these activities;


(a)           technical support,


(b)           issuing return material authorizations (RMA’s),


(c)           freight to and from the customer,


(d)           validating warranty entitlement,


(e)           receiving and inspecting RMA return for customer damage,


(f)            technician initial diagnosis and repair,


(g)           replacing defective components and materials,


(h)           returning defective components and materials, except optical
engines provided by INFOCUS, to Flextronics for repair or replacement.  (This process step to be more fully described
below),


(i)            Repacking
and shipping repaired Product to customer.


 


17





















 


8.3           Flextronics
Warranty Obligation for the Products shipped to INFOCUS.  In addition to the expressed warranties
stated above, Flextronics agrees to repair or replace all defective components
and materials, except the optical engines provided by INFOCUS, returned by
INFOCUS from the warranty repair process. 
Flextronics is not obligated to repair or replace customer damaged or
lost components and materials.  If any
component failure rate exceeds 2%, parties will work together with supplier to
obtain replacement materials to be provided by supplier and if not materials
will be paid for by INFOCUS.  If any
single component failure causes collateral material damage to other components
or the product as a whole, materials will be paid for by INFOCUS, so long as
components meet Manufacturing and Process Documentation as provided in Section
7.5 Flextronics will repair or replace defective components and materials
within thirty (30) calendar days after receipt at Flextronics designated repair
depot.  INFOCUS will provide appropriate
level of documentation including product serial number and statement of defect
condition.


 


INFOCUS or an ASC
while making repair on customer owned products will replace defective
components and materials with new components and materials supplied from
INFOCUS services parts inventory. 
INFOCUS will aggregate defective components and materials within the
regional business units and request RMA instructions from Flextronics on a
monthly basis.  Flextronics will provide
RMA numbers and shipping instructions within three (3) working days after
INFOCUS makes a formal request.  INFOCUS
will pay shipping costs.


 


INFOCUS agrees to
work with Flextronics on any pass through warranty claims to the component
manufacturer or material provider by making introductions and providing
supporting documentation.  Flextronics
will not be held responsible and the product rejection will not attributed to Flextronics when calculating quality data and
reports.


 


It is the intent
of Flextronics to establish a repair service center in North America and
Europe, to eliminate the need to freight returns to and from Malaysia.  Operational Date to be
established during 1st QBR, July 2001.


 


8.4           INFOCUS
will provide a quarterly summary report showing all repairs made during the
period.  The report will include; model
number, model serial number, completion date of warranty service, description
of failure conditions, parts required to make repair for each In-Warranty
repair.  Flextronics agrees to actively
participate in the review and corrective actions required.


 


8.5           Should
Flextronics become aware of any quality issues, design or manufacturing defect,
or other issues, whether Flextronics or supplier-related, which may impact
Flextronics compliance with the Product Specifications hereunder, then Flextronics
will promptly notify INFOCUS of the nature of such issues and provide the known
technical details.  INFOCUS reserves the
right to suspend product shipments until resolution of above issue.


 


8.6           No
Defect Found.  If Flextronics is unable
to find any defect, or reproduct a malfunction, (a “Defect”) in a component or
material returned by INFOCUS under warranty after


 


18





















 


using
reasonable efforts to do so, the parties shall cooperate in good faith to find
the cause of such Defects and take remedial measures.  INFOCUS will use reasonable commercial
efforts to ensure that only “known defective” Products are returned to
Flextronics as part of a warranty claim. 
Parties to agree to a reasonable quantity of “No Fault
Detected” returns that are inadvertently returned to Flextronics as a
percentage of all returns for a given model.  INFOCUS agrees to reimburse freight costs
associated with NDF returns for any quantity exceeding the agreed to
percentage.


 


8.7           Epidemic
Failure.  It at any time prior to six (6)
months after the delivery date by Flextronics of a lot, three and one half
percent (3.5%) or more of the Product should fail for any cause; and if such
failure(s) should appear to have resulted from the workmanship, components or
materials, or improper manufacture or assembly of the Product (hereinafter
called “Epidemic Failure”), INFOCUS will promptly inform Flextronics of the
nature of such failure, providing the known technical details at that time, and
INFOCUS and Flextronics agree to diligently work together in good faith to
promptly resolve these issues.  This
warranty shall survive any inspection, delivery, or acceptance of the Products
or any payment for the Products by INFOCUS


 


8.8           If
the cause of such Epidemic Failure is Flextronics’ workmanship, or improper
manufacture or assembly of the Product as specifically defined in the
Manufacturing and Process documentation, then Flextronics will accept
responsibility for the epidemic failure of the Product and work with INFOCUS in
a proactive and professional manner to remedy the situation and minimize
adverse impact to INFOCUS customers.  The
Parties will work together on a recovery plan that addresses the repair and replacement
of the affected Product within a reasonable time frame and allocates the cost
to carry out the recovery plan based on degree of responsibility.  Flextronics agrees to reimburse INFOCUS for
cost of any epidemic failure not to exceed $60.00 per unit per product,
associated with the epidemic failure, if INFOCUS chooses to repair the defects
at its own facilities or ASC.  Or,
Flextronics will accept return of defective Products, repair products and pay
shipping costs to INFOCUS distribution location.


 


8.9           Flextronics
agrees that the terms and conditions of this warranty will be no less favorable
to INFOCUS than those extended by Flextronics to any other purchaser of the
similar Products for customers who’s terms and
conditions of business are substantially similar.  Any limitations contained in this Article 8
will not serve to limit Flextronics legal liability to INFOCUS for product
liability as specifically called our in this contract.


 


8.10         The
Parties will mutually agree to any public disclosure of the epidemic failure or
product recall notification.


 


Article
Nine – Service Parts


 


9.1           Service Parts.  During the term of this Agreement
Flextronics shall supply INFOCUS under separate purchase orders with Service
Parts for the purpose of enabling INFOCUS and its customers to supply and
maintain Products purchased hereunder.


 


19





















 


All service parts
to have permanent part marking with INFOCUS part number and manufacturing date
code using INFOCUS UPC barcode standard as defined in Service Part Requirements
documentation.  Smaller parts may require
‘bag and tag’ part marking.  INFOCUS
service organization to list of service parts required for each model and
INFOCUS to issue purchase order to Flextronics for the procurement of said
parts.


 


9.2           Availability
of Service Parts.  For the models of the
Products purchased by INFOCUS from Flextronics, Flextronics and make available
under separate purchase orders, concurrently with the Product, suitable
replacement parts (hereinafter referred to as the “Service Parts.  INFOCUS will provide rolling six (6) month
forecast for all service parts and purchase these service parts at
lead-time.  Flextronics will provide
pricing and lead-time for all service parts identified by INFOCUS customer
service department.


 


Service
parts that are provided by Flextronics as a “purchased part” from a 3rd
party supplier will be sold to INFOCUS at cost plus markup percent to cover
handling costs, purchase order administration and profit.  Service parts that are “manufactured parts”
by Flextronics with value add (labor costs) will be sold to INFOCUS at actual
costs including material cost and labor plus mark up percent to cover handling
costs, purchase order or work order administration and profit.  Service Parts that are ordered concurrently
while a product is in production will have a lower markup percent then Service
Parts that are ordered after discontinuance of mass production of a product or
model.  Service Parts that are forecast
and ordered after discontinuance of mass production of a product or model will
be prices based on actual costs for the lost size ordered.


 


*


 


9.3           Flextronics
will promptly notify INFOCUS in writing whenever a spare part manufacturer
announces “end-of-life” for a spare part. 
Flextronics will facilitate INFOCUS purchase of estimated requirements
for said part(s) beyond the period of time in which Flextronics is required to
stock parts for ongoing production requirements.  INFOCUS and Flextronics will work in a
cooperative effort to determine the most economic order quantity and when to
make last time buys for purchased parts and manufactured parts based on such
factors as cost to manufacture, component and material availability and
inventory carrying costs.


 


9.4           In
so far as alternative service parts are identical to or better than the
original service parts in respect of performance, reliability, do not affect
appearance, structural dimensions and/or interchangeability or service parts,
Flextronics may supply alternative service parts only with the approval of INFOCUS.


 


9.5           Subject
to termination conditions in Section Eleven (11), Flextronics will offer a last
time buy opportunity for all Service Parts for all Products purchased by
INFOCUS over the term of this Agreement. 
Within forty-five (45) calendar days after notice of termination of this
Agreement and upon offering the last time buy opportunity then Flextronics will


 










*Certain information on this page has been omitted and filed separately
with the Commission.  Confidential
treatment has been requested with respect to the omitted portions.


 


20





















 


have
no other obligation to provide Service Parts to INFOCUS.  Flextronics will use reasonable commercial
effort to make the Service Parts available at the least cost possible for
standard delivery lead-times. 
Flextronics will also make introductions to the 3rd party
suppliers of these Service Parts as requested by INFOCUS so INFOCUS could
continue to purchase these parts as required.


 


Article Ten - Product Changes


 


10.1         Flextronics
Changes.  Flextronics shall not make any
changes that affect the form, fit or function of any Product, tooling or
specifications without the prior written approval of INFOCUS.  Upon approval by INFOCUS such changes shall
be documented and incorporated into the Product Specifications and
Manufacturing and Process documents.  In
addition, Flextronics may not change Flextronics manufacturing site or process
for Products or an INFOCUS specification part component supplies (plastic, PCB,
etc.) manufacturing site for purchased materials without the prior written
approval of INFOCUS.  Flextronics is
encouraged to initiate such change requests for the purposes of improving cost,
quality, delivery or flexibility.  In the
event of such change requests, Flextronics will provide INFOCUS documentation
detailing the changes and justifications, and INFOCUS shall use reasonable
commercial efforts to evaluate the requests and not unreasonably withhold
approval.


 


10.2         INFOCUS
Changes.  INFOCUS reserves the right at
any time to change any one or more of the Product specifications or to specify
new Products to be produced hereunder. 
In the event of such specification changes, Flextronics will provide
INFOCUS documentation sufficient to INFOCUS to justify any price changes,
whether increases or decreases, and any Delivery date or lead-time changes.


Such new Products
or modified Products shall be counted in determining price and quantity
pursuant to Exhibit A.


 


INFOCUS will pay
for all Materials rendered excess or obsolete, due to any accepted change (ECO)
per the materials liability clause as stated in Article 5.9


 


Article Eleven - Termination


 


11.1         Termination
For Cause. 
INFOCUS may terminate this Agreement with the specified materials
liability as called out in Article 5.9 of this agreement, effective upon
written notice of termination to Flextronics in any one of the following
events:


 


(a)           Flextronics
materially breaches this Agreement and such breach remains uncured for thirty
(30) days following written notice of breach by INFOCUS; or


(b)           causes set forth in Article 15.6 delay Flextronics
performance for more than thirty (90) days; or


(c)           a
petition for relief under any bankruptcy legislation is filed by or against
Flextronics, or Flextronics makes an assignment for the benefit of creditors,
or a receiver is appointed for all or a substantial portion of Flextronics
assets, and such petition, assignment or appointment is not dismissed or
vacated within thirty (30) days or


 


21





















 


11.2         Termination
Without Cause. 
INFOCUS or Flextronics may terminate this Agreement, in whole or in
part, at any time without cause upon 90 days written notice to either
party.  Upon receipt of such notice,
unless otherwise directed by INFOCUS, Flextronics shall (1) stop work
pursuant to this Agreement to the extent specified in INFOCUS notice,
(2) terminate all subcontracts and orders that relate to terminated work,
(3) place no further orders for materials, and (4) complete the work
in progress for non-terminated work which is not subject to this Agreement in
accordance with the provisions of the governing Agreement.  INFOCUS will be liable for all materials as
called out in Article 5.9 of this agreement.


 


11.3         INFOCUS
Liability Upon Termination.


In the
event INFOCUS terminates this Agreement with or without cause,


INFOCUS liability
shall be limited to work property continued pursuant to Article 11.2, INFOCUS
shall have the right to audit Flextronics records relating thereto.


(b)           Material
Liabilities as called out in Article 5.9


(c)           Any
and all tooling or capital costs previously agreed to in writing, to amortize
into the unit prices, and not fully depreciated as called out in Article 3.2,
3.7, and 3.8.


 


11.4         Survival.  The provisions of this Agreement, shall, to
the extent applicable, survive the termination hereof.


 


Article Twelve – Manufacturing
Rights


 


12.1         Manufacturing
License.  Except for inventions,
discoveries and improvement arising out of the utilization of Flextronics own
intellectual property relating to all aspects of process technology which shall
be own solely by Flextronics, INFOCUS shall own all rights in the intellectual
property associated with the Products including, without limitation,
specifications, process documentation, test/manufacturing equipment furnished
or specified by INFOCUS, and all technology, trade secrets, and know how
attending the Products and the manufacturing and testing thereof.  Upon expiration or termination of this Agreement
for cause or upon INFOCUS exercise of its manufacturing rights Flextronics
shall, at INFOCUS request, promptly deliver to INFOCUS all “Tooling” described
as component fabrication, manufacturing and assembly tooling, test fixtures and
jigs, documentation and procedures, software programs and other relevant
information necessary for INFOCUS to manufacture the Products.  INFOCUS shall be responsible for reasonable
freight costs from Flextronics manufacturing facilities.  Flextronics shall be responsible, at its sole
expense, for dismantling and packaging the Tooling so that Tooling is delivered
in good order and ready for shipment. 
Upon request by INFOCUS, Flextronics shall promptly deliver to INFOCUS,
copies of all design documents.


 


Article Thirteen –
Indemnification


 


13.1         Patent
Indemnity.  Flextronics agrees to the
extend that any suit, claim or proceeding arises due to Flextronics supplied
technology, designs, parts, processes or know how, at Flextronics’ expense, to
defend and indemnify INFOCUS and its customers in any suit,


 


22





















 


claim or proceeding
brought against either, alleging that Flextronics supplied technology related
to process or manufacturing hereunder infringes any patent, copyright,
Intellectual Property or other proprietary right, provided Flextronics is
promptly notified with 10 business days, given assistance required, and
permitted to control the defense and or negotiation for settlement.  Further, Flextronics agrees to pay any
judgment in such suit claim or proceeding, including reasonable attorneys’
fees, but Flextronics shall have no liability for settlement or costs incurred
without its consent.  In the event
INFOCUS or any of its customers is enjoined from using, leasing or selling any
Product, Flextronics shall, at its option and expense (a) obtain the right to
enable such use, lease or sale, or (b) modify the design of the Product so that
it no longer infringes, but remains substantially equivalent, or as a last
resort (c) substitute substantially equivalent non-infringing Products. If none
of the foregoing can be accomplished within a reasonable time, Flextronics
shall accept a return form INFOCUS of the infringing Products and fully refund
to INFOCUS the original purchase price paid therefore by INFOCUS.


 


13.2         Process
Indemnity.  Flextronics shall, at its
expense, defend and indemnify INFOCUS and its customers in any suit, claim or
proceeding brought against either alleging that Flextronics design or
manufacture of any Product was the cause of any damage or injury to the person
or tangible property of any third party, provided Flextronics is promptly
notified, given assistance required, and permitted to direct the defense.  Further, Flextronics agrees to pay any
judgment in such suit, claim or proceeding, including reasonable attorney’s
fees, but Flextronics shall have no liability for settlement or costs incurred
without its consent.


 


Article Fourteen – NDA,
Intellectual Property and Secrecy Agreement


 


14.1         Confidentiality
Agreement.  INFOCUS and Flextronics
signed a mutual Confidentiality Agreement dated 2/1/01.  Furthermore, the Manufacturing Agreement
between INFOCUS and Flextronics Melaka (formerly Dovatron International) was
signed on 6/25/96.  The Manufacturing
Agreement contains provisions for non-disclosure of proprietary and
confidential information and assignment of this agreement to any
successors.  While the terms of this
Agreement shall take precedence, these confidentiality agreements shall
continue in effect and become part of this Agreement.


 


14.2         INFOCUS
Rights.  INFOCUS shall own all rights in
the intellectual property associated with the Products including, without
limitation, specifications, process documentation, test/manufacturing equipment
furnished or specified by INFOCUS, and all technology, trade secrets, and know
how attending the Products and the manufacturing and testing thereof.


 


14.3         Flextronics
Rights.  Flextronics acknowledges and
agrees that it shall obtain no ownership interest in any of the technology,
trade secrets, or know how attending the Products, Key components and the
manufacturing and testing thereof, or in any of the components delivered by
INFOCUS except that Flextronics shall obtain title to any such components
purchased by Flextronics. , without limiting the generality of the foregoing,
including without limitation, Flextronics shall at all time retains it
ownership in its own


 


23





















 


intellectual
property, process technology, trademarks, copyrights, trade secrets and
know-how.


 


14.4         Protection.  Flextronics shall take appropriate measures
to protect INFOCUS proprietary rights in the Products, component parts and
designs and INFOCUS trademarks, copyrights, patents, trade secrets and know-how
relating to the Products.


 


14.5         Non-Use.  Flextronics shall not use or disclose any
INFOCUS intellectual property except in furtherance of the Project and in
accordance with the terms of this Agreement. 
Flextronics shall not directly or indirectly reverse engineer any
components for the Products supplied by INFOCUS.


 


14.6         Confidentiality.  Both Parties agree to maintain all
information and intellectual property provided by either party in confidence
and not to disclose such information to any other person or use such
information for any purpose other than in connection with this Agreement,
without either party prior written consent.


 


14.7         Secrecy
Agreement.  INFOCUS shall provide
Flextronics with Know How list in Exhibit D, including trade secrets, designs,
equipment, technologies, processes and inventions associated therewith, all in
accordance with this Agreement.  INFOCUS
is providing the Know How to Flextronics for the sole purpose of allowing
Flextronics to perform its obligations under this Agreement.  Except as specifically
provided in this Agreement, Flextronics shall have no right to use or deal in
any way with the Know How. 
Nothing in this Agreement shall be interpreted or construed as granting
Flextronics any ownership interest in or rights to the Know How and Flextronics
hereby acknowledges that the Know How and all modifications or improvements
thereto, constitute the sole and exclusive property of INFOCUS.  Flextronics acknowledges and agrees that it
shall obtain no ownership interest in any of the technology, trade secrets, or
know how attending the Products. 
Furthermore, Flextronics represents and warrants that it has appropriate
agreements in place with all its employees, consultants, contractors and
suppliers, providing for non-disclosure and non-use of the INFOCUS Know-How,
and that Flextronics will enforce such agreements to the fullest extent in
order to protects the INFOCUS Know How from misuse.


 


During the term of
this Agreement Flextronics agrees not to provide final assembly “Box Build” of
projector products for any direct competitor of INFOCUS at the same Flextronics
manufacturing facility used to manufacture INFOCUS Products.  Upon termination of the Agreement,
Flextronics agrees to not provide final assembly “Box Build” of projector
products for any direct competitor of INFOCUS for a period of 3 months from the
same facility as that used for the production of INFOCUS Products.


 


Article Fifteen – General
Provisions


 


15.1         Technical
Assistance.  Flextronics agrees to
provide technical assistance to INFOCUS in effecting resolutions to Product
quality problems encountered by INFOCUS. 
In addition, Flextronics agrees to maintain failure analysis data on all
Products returned to Flextronics


 


24





















 


for
repair or replacement and to make such analysis available to INFOCUS upon
INFOCUS request.


 


15.2         Responsibilities
of the Parties.  Except as provided in
this Agreement, each of the parties hereto shall conduct the work to be
performed hereunder as an independent contractor and not as an agent or employee
of partner of the other party hereto. 
Subject to the terms and conditions of this Agreement, each party shall,
at its sole discretion, choose the means to be employed and the manner of
carrying out its obligations hereunder.


 


15.3         Assignment.  Except for assignment with Flextronics
affiliates and subsidiaries, Flextronics shall not assign any of its rights or
obligations under this Agreement to any person without the prior written
consent of INFOCUS.  Any purported
assignment in violation of this provision shall be void.  INFOCUS shall have the rights to assign this
Agreement with the prior consent of Flextronics, for financial review not to be
unduly withheld.


 


15.4         Release
of Information.  Neither party shall
publicly announce the terms or existence of this Agreement or advertise or
release any publicity in regards to this Agreement without securing the prior
written consent of the other party, which shall not be unreasonably withheld.


 


15.5         Notices.  Any notice required or permitted to be given
under this Agreement shall be in writing and shall be deemed valid and
sufficient if delivered in person, dispatched by regular mail or delivered by
fax (provided the original is thereafter promptly dispatched by regular mail)
to the following:


 


To INFOCUS:                       In Focus
Systems, Inc.

27700B SW Parkway Avenue

Wilsonville, Oregon 97070 U.S.A.


 


Attention: Legal Department


Fax Number: (503) 685-8838


 


To Flextronics:                      Flextronics
Industrial (Melaka) SDN.BHD

Lot 19/20, Kawasan MIEL,

75350, Melaka, Malaysia


 


Attention:  Michael Ng, General Manager


Fax Number: 60-6


 


15.6         Force
Majeure.  With the exception of payment
for Product delivered in conformance with this Agreement, each party shall have
no obligation or liability whatsoever arising out of or in connection with any delay
or failure to perform any of its covenants or obligations under this Agreement,
or any loss or damage incurred by the other party as a result thereof, if such
delay or failure is caused, in whole or in part, either directly or indirectly,
by act of God, fire, war, riot, civil insurrection, accident, embargo,
governmental priority, strikes or other labor trouble, order of any court or
government, or


 


25





















 


any
other occurrence, act, cause or thing beyond the control of that party.  In the event that such a delay by Flextronics
continues for more than thirty (90) days, INFOCUS may, at its sole option,
either (a) terminate this Agreement under Article 12.1 including the provisions
of 5.9, or (b) suspend its obligations under this Agreement during the period
of delay and cancel outstanding delinquent Purchase Order subject to Article
5.9


 


Flextronics
to maintain their disaster recovery plan (Exhibit J) in a sufficient manner to
minimize disruption to INFOCUS business at the current monthly shipping rates.  The Parties agree to review the disaster
recovery plan every six (6) months as part of the quarterly business review
(QBR) process.  In any case of Force
Majeure, both parties will seek to use another Flextronics facility as 1st
remedy.


 


15.7         Disclaimer
of Damages, Warranties, and Liabilities.


 


NOTWITHSTANDING
ANYTHING HEREIN TO THE CONTRARY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR
ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES (INCLUDING,
BUT NOT LIMITED TO, LOST REVENUES OR PROFITS) ARISING OUT OF ANY BREACH OF THIS
AGREEMENT, OTHER THAN SUCH DAMAGES ARISING OUT OF ANY BREACH RELATING TO
CONFIDENTIAL INFORMATION, INVENTIONS OR INTELLECTUAL PROPERTY RIGHTS.


 


EACH PARTY HEREBY
DISCLAIMS ANY EXPRESS, IMPLIED OR STATUTORY WARRANTY OF MERCHANTABILITY OR
FITNESS FOR A PARTICULAR PURPOSE.


 


Other than as may
be provided herein, each party shall be liable for any cost, expense or
liability incurred by it in the performance, and in anticipation of the
performance, of its obligations under this Agreement.


 


15.8         Insurance.  Flextronics shall maintain adequate casualty
and loss insurance with a reputable insurance company reasonably acceptable to
INFOCUS for all risks at replacement cost of INFOCUS’ tooling, fixtures and
equipment at Flextronics facilities and Flextronics supplier’s facilities.  The insurance amount shall cover the actual
value of all inventory including material, work-in-process and finished goods,
tooling and fixtures currently in use.


 


Flextronics shall
provide INFOCUS with documentation of its insurance coverage... Flextronics shall
exercise due diligent to renew the insurance policy upon its expiry.  Flextronics shall assign all proceeds for any
causality claims under the foregoing to INFOCUS.  Flextronics shall pay cost of liability
insurance at any Flextronics facilities and for any potential liability of
Flextronics


 


15.9         Compliance
with Laws.  Flextronics agrees to comply
with, at its expense, all applicable Federal, State and local laws, regulations
and ordinances necessary to permit the manufacture, sale and distribution of
the Products, the importation of components from INFOCUS, and the exportation
of finished Products to INFOCUS.  Flextronics
shall


 


26





















 


promptly
notify INFOCUS in writing of any charge of non-compliance raised against
INFOCUS or Flextronics during the execution of this Agreement.


 


15.10       Headings.  The headings and titles of the Articles and
Sections of this Agreement are inserted for convenience only and shall not
affect the construction or interpretation of any provision.


 


15.11       Modifications
of this Agreement.  This Agreement,
together with the other Definitive Agreement(s) and the Exhibits thereto, sets
forth the entire understanding and agreement between the parties as to the
subject matter hereof and thereof and supersedes any previous communications,
representations or agreements, either oral or written, with respect to the
subject matter hereof or thereof.  The
English-language version of this Agreement shall be the governing version.  Neither party shall be bound by any
modification of this Agreement unless such modification is in writing and
signed by an authorized representative of the party to be bound thereby.


 


15.12       Severability.  If any provision of this Agreement is held
invalid by any law, rule, order or regulation of any government,
or by the final determination of any state or federal court, such invalidity
shall not affect the enforceability of any other provision not held to be
invalid.


 


15.13       Omissions.  Any delay or omission by either party to
exercise any right or remedy under this Agreement shall not be construed to be
a waiver of any such right or remedy or any other right or remedy hereunder.  All of the rights of either party under this
Agreement shall be cumulative and may be exercised separately or concurrently.


 


15.14       Non-material
Provisions.  Should any non-material
provision of this Agreement be judicially declared invalid, unenforceable or
void, such declaration shall not have the effect or invalidating or voiding the
remainder of this Agreement, and the remaining provisions of this Agreement
shall continue in full force and effect as if such invalid, unenforceable or
void provision had not been included herein or therein.


 


15.15       Governing
Law and Forum.  This Agreement shall be
governed and construed in all respects in accordance with the laws of the State
of California.  Any settlement between
the parties or judgment issued in arbitration may be enforced in any court
having jurisdiction over the matter.


 


15.16       Arbitration.  All differences and disputes arising
hereunder will be settled amicably between the parties in good faith.  If however, such disputes cannot be resolved
to the full satisfaction of the both parties promptly but in any event not
later than thirty (30) days from the time a complaint is notified from one
party to the other, either party may seek Arbitration.


 


Any controversy,
claim or dispute between the parties arising out of this Agreement shall be
settled exclusively and finally by arbitration in accordance with the
Commercial Arbitration Rules (“Rules”) of the American Arbitration Association
(“AAA”) except to the extent that the Rules conflict with the provisions of the
Agreement. and excluding the 1980 United Nation
Convention of contracts governing the International Sale of Goods.


 


27





















 


15.17       Entire
Agreement.  This Agreement and all
Exhibits hereto constitute the entire understanding between INFOCUS and
Flextronics for the sale and purchase of Products hereunder and supersede any
prior communications, oral or written, relating to the subject matter
hereunder.  A copy of such Exhibits is
attached hereto.


 


15.18       All
Exhibits A through H of this Agreement are hereby incorporated and made a part
of this Agreement.


 


 


	
  INFOCUS Corporation

  	
   

  	
  Flextronics International Limited

  	 

	
   

  	
   

  	
   

  	
   

  	 

	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
							



 


28





















 


ADDENDUM       to
InFocus-Flextronics Manufacturing Agreement Dated                    


 


Addendum Effective Date:                                       


Addendum Expiration Date:                                    


 


WHEREAS, the Flextronics and
InFocus, have entered into a Manufacturing Agreement (hereinafter called “Agreement”)
that was originally effective the                             .


 


WHEREAS, both parties wish to
create an addendum to the Agreement to cover a specific situation involving the
manufacture of LP350s, (hereinafter Addendum).


 


THEREFORE, for valuable
consideration, the adequacy and receipt of which are hereby acknowledged, the
parties agree as follows:


 


1.     PRE-ESTABLISHED
TERMS


 


All terms and
conditions of the Agreement remain in full force and effect and apply to this
Addendum, unless specifically modified below. 
In case of conflict between modification herein and the original
Agreement, the terms and conditions of this Addendum will at all times take
precedence over the original terms and conditions.


 


2.     AGREEMENT
ADDITIONS.


 


1.     Flextronics will provide a
final build of LP350s at a reduction of 50% on the Flextronics Value add
portion.


 


2.     Flex is authorized to keep
100 LP350s for internal Flextronics consumptions.


 


3.     These units will come off the
tail end of manufacturing of the LP350s.


 


4.     These units will be without
InFocus Warranty.


 


5.     All accessories (ceiling
mounts and travel cases) will be sold separately from the units and are
purchasable from InFocus.


 


In Witness Whereof, each party’s duly authorized
representative has executed this Addendum.


 


	
  Flextronics

  	
   

  	
  InFocus Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
														



 


29





















 


Spares Pricing


 


As acknowledged and agreed to on May 9, 2002 InFocus
has expanded procurement of spares and accessories, therefore it has become
necessary to refine the spares and accessories pricing model for specific
higher cost items.  The following pricing
model will become effective as of                        


 


	
  Item

  	
   

  	
  Production 

  Status

  	
   

  	
  Costing
  Model

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  LampAssys

  	
   

  	
  IN

  	
   

  	
  BOM cost, assembly * .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUT

  	
   

  	
  Updated BOM cost, assembly * . Minimum order quantities will be enforced.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  ECAs

  	
   

  	
  IN

  	
   

  	
  Current production quote model.

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUT

  	
   

  	
  Updated BOM cost, assembly and * .

  
	
   

  	
   

  	
   

  	
   

  	
  Minimum Order Quantities will be enforced, and
  orders less * .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Power Supplies

  	
   

  	
  IN

  	
   

  	
  BOM cost plus *
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUT

  	
   

  	
  Updated BOM *
  .

  
	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Engines &

  	
   

  	
  IN

  	
   

  	
  BOM cost, assembly (if applicable) and * .

  
	
  Engine Assys

  	
   

  	
   

  	
   

  	
   

  
	
   

  	
   

  	
  OUT

  	
   

  	
  Updated BOM cost, assembly (if applicable) and * .

  



 


The original spares and accessories pricing model
outlined in the master agreement governs all other parts


not
specified hereto.


 


In Witness Whereof, each
party’s duly authorized representative has executed this Addendum.


 


	
  Flextronics

  	
   

  	
  InFocus Corporation

  
	
   

  	
   

  	
   

  
	
  By:

  	
   

  	
   

  	
  By:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Name:

  	
   

  	
   

  	
  Name:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Title:

  	
   

  	
   

  	
  Title:

  	
   

  	
   

  
	
   

  	
   

  	
   

  	
   

  	
   

  	
   

  
	
  Date:

  	
   

  	
   

  	
  Date:

  	
   

  	
   

  
														



 










*Certain information on this page has been omitted and filed separately
with the Commission.  Confidential
treatment has been requested with respect to the omitted portions.


 


30