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 4.5 MANUFACTURING OUTSOURCING AGREEMENT This Manufacturing Outsourcing Agreement (The "AGREEMENT") is entered into on January 21st, 2002, by and between Nice Systems Ltd., an Israeli registered corporation no. 52-0036872 having its place of business at 8 Hapnina Street, P.O.B 690, Ra'anana 43107, Israel, ("NICE") and Flextronics Israel Ltd., an Israeli registered corporation no. 51-2933045, having its place of business at 1 Hatasiya Str., Ramat Gabriel Industrial Zone, Migdal Haemek 23108, P.O.Box 867, Israel (the "CONTRACTOR"). NICE and Contractor are collectively referred to as the Parties. RECITALS WHEREAS NICE issued a request for information ("RFI") version A.2 dated June 17th, 2001 to a number of manufacturers seeking to provide NICE with certain local Manufacturing Outsourcing Services (as defined hereinafter) for the production, testing and delivery in world class quality and capability of NICE' Products, on a turnkey basis, to acquire from NICE inventory related to the operations to be outsourced, and to contract with certain of the contractors performing portions of the remainder of work or to accept assignment of such contracts, all as detailed herein; WHEREAS the RFI was followed by a request for proposal including a detailed Statement of Work including Exhibits dated 13.8.01 (the "RFP"); WHEREAS the Contractor submitted a proposal in response to the RFI and RFP (together the "PROPOSAL" or the "CONTRACTOR'S PROPOSAL"); WHEREAS the bidding process resulted in the selection of Contractor, which represented that it possessed the necessary skills, staffing, experience, resources, and capabilities to provide those certain Manufacturing Outsourcing Services detailed herein in world class quality, capability and manner as set forth herein; WHEREAS the Parties have completed the pre-contract due diligence, and now wish to contract for the provision of the Manufacturing Outsourcing Services; NOW THEREFORE, FOR AND IN CONSIDERATION OF THE AGREEMENTS OF THE PARTIES SET FORTH BELOW, NICE AND CONTRACTOR AGREE AS FOLLOWS: A. DEFINITIONS. The following terms shall have the meanings set forth below: (i) "RFI" - shall have the meaning ascribed in the preamble above. (ii) "RFP" - shall have the meaning ascribed in the preamble above. (iii) "SOW" - Statement of Work document attached to the RFP and forming an integral part thereof including its Exhibits. (iv) "CONTRACTOR'S PROPOSAL" or "PROPOSAL" - shall have the meaning ascribed in the preamble above. It is clarified that for the purpose of Contractor's Proposal in response to the RFI, Contractor hereby declares that such Proposal was valid and correct at the date submitted in all material aspects which are relevant to NICE' decision to choose Contractor as the Manufacturing Outsourcing Services supplier. (v) "PRODUCTS" - Digital recording products as defined in APPENDIX A and further detailed in the PDM System, and as shall be amended from time to time by NICE and manufactured by Contractor in accordance herewith. (vi) "MANUFACTURING OUTSOURCING SERVICES" - Certain turnkey based purchasing, manufacturing, testing, configuration and delivery services for the Products all as detailed in the Agreement and its Appendices and Exhibits, including but not limited to: purchase of the Product's components which are not supplied by NICE, assembly and production of the Products subject to supervision, control and planning by NICE, execution of Measurements and Procedures, response times, providing infrastructure and resources, allocation of the required manpower, use of the Non Generic Equipment, execution of engineering and integration process, Engineering Changes, integration of NICE Software, implementation of Control and Planning, Engineering Changes and Change Order procedures, packaging requirements, dismantling and disassembly of Products procedure, spare part mechanism, quality control requirements, logistics management including inventory management, adjusting and meeting forecasts, components purchasing procedure, supplies and shipment schedules, issuing orders procedure, preparing export shipments, all of world class quality and capability and as provided herein, on a turnkey basis, and acquisition from NICE of certain inventory related to the operations to be outsourced, and to contract with certain of the contractors supplying components and/or performing portions of the remainder of work or to accept assignment of such contracts, all as detailed herein. (vii) "NICE SOFTWARE" - Dedicated software developed by NICE and/or for NICE, in which all Intellectual Property (as defined below) is owned by NICE. (viii) "PERSONNEL" - Contractors' employees, subcontractors, subcontractor's employees and any other person acting on behalf of Contractor. (ix) "AFFILIATE" - A corporation, partnership or other business entity which controls, is controlled by, or is under common control of a Party. For the purposes hereof, "CONTROL" shall mean the holding of more than 50% of the voting rights in the entity in question. 2 (x) "CUSTOMER/S" - NICE distributors, resellers,
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Extract the exact clause related to "Parties" from the excerpt above.

assistant: Nice Systems Ltd.