system: You are a contract-analysis assistant performing a span-extraction task. You are given an excerpt from a commercial contract and the name of a clause type to locate within it.

Return the exact text of the requested clause, copied verbatim from the excerpt — identical wording and punctuation, with no paraphrasing, summarising, explanation, or added commentary.

The excerpt is one window of a much longer contract and often will not contain the requested clause. If the requested clause does not appear in this excerpt, respond with exactly: Not found.

Output only the extracted clause text, or the exact string `Not found.` — nothing else.

user: Contract excerpt:
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Exhibit 10.28 Execution Version OUTSOURCING AGREEMENT This OUTSOURCING AGREEMENT (this "Agreement") is made and entered into as of the 16t h day of May, 2017, by and among Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A ("Photronics"), Dai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan ("DNP"), Photronics DNP Photomask Corporation, a company limited by shares organized and formed under the Company Act of the Republic of China with its principal place of business at 4f, #2, Li-Hsin Road, Science Park, Hsinchu, Taiwan, ROC ("PDMC"), and Xiamen American Japan Photronics Mask Co., Ltd., a limited liability company organized and formed under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the "Company"). Each of Photronics and DNP is hereinafter referred to as a "Shareholder" and collectively as the "Shareholders", each of the Shareholders and PDMC is hereinafter referred to as a "Supplier" and collectively as the "Suppliers", and each of the Suppliers and the Company is hereinafter referred to as a "Party" and collectively as the "Parties." ARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into "Joint Venture Operating Agreement" (the "China JV Operating Agreement") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) [***]the Company desires to outsource or [***]of the Company pursuant to the terms and conditions set forth herein. The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for [***]will be governed by this Agreement. Any and all [***]set forth in Section 5.15 of the China JV Operating Agreement. 1.1 Defined Terms Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement. Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 1.2 Incorporation by Reference Section 12 (Miscellaneous) of the China JV Operating Agreement shall be incorporated by reference into and form an integral part of this Agreement, mutatis mutandis. ARTICLE 2. PURCHASE ORDERS 2.1 Outsource and Issuance of Purchase Orders Subject to the terms and conditions mentioned hereunder, the Parties agree to the outsource model based on [***]as follows, and the Parties also agree that they may add additional Products to this Agreement through additional Purchase Orders [***] For the avoidance of doubt, the outsource model is purely made based on the [***] Moreover, it is acknowledged by the Parties that[***] Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement. In any case, none of the Parties shall unreasonably [***] of the Products to take advantage of the outsource relationship or [***] A. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) [***] (b) [***] (c) [***] (d) [***]and (e) [***] B. Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the "Outsource Stepdown Rules") will apply: Year 1: [***] Year 2: [***] Year 3: [***] Year 4 and thereafter: [***] For the sake of clarity and by way of example, as for the above calculation; X: [***] Y: [***] Z: [***] 2 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 (b) If PDMC and the Company [***] (i) if [***]or (ii) if [***]. C. General (a) The Purchase Orders for the [***][***]in accordance with the . (b) PDMC and the Company will make best efforts to be [***]The terms and conditions of such [***] (c)
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Extract the exact clause related to "Document Name" from the excerpt above.