-
23.
RESTRICTIONS OF TRADEMARK AND DESIGN
- 27 -
24.
CONFIDENTIAL INFORMATION AND DATA
- 28 -
25.
TERMINATION
- 31 -
26.
TERMINATION CHARGES
- 32 -
27.
TERMINATION/EXPIRATION ASSISTANCE
- 33 -
28.
STEP-IN RIGHTS
- 34 -
29.
SUPPLIER ABANDONMENT
- 34 -
30.
GOVERNANCE
- 35 -
31.
AFFECTED EMPLOYEES
- 37 -
32.
SUPPLIER PERSONNEL
- 37 -
33.
FULL COOPERATION
- 40 -
34.
EXCLUSIVITY
- 40 -
35.
OBLIGATION NOT TO SUBCONTRACT
- 40 -
36.
ASSIGNMENTS
- 40 -
37.
REMEDIES
- 40 -
38.
SEVERABILITY
- 41 -
39.
WAIVER
- 41 -
40.
NOTICES
- 41 -
41.
LIMIT OF AUTHORITY; RELATIONSHIP OF PARTIES
- 41 -
42.
ENTIRE AGREEMENT; MODIFICATION; INTERPRETATION
- 41 -
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Table of Contents (continued)
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43.
GOVERNING LAW; ENGLISH LANGUAGE; DISPUTE RESOLUTION
- 42 -
44.
FORCE MAJEURE
- 43 -
45.
PROHIBITED COUNTRIES/PERSONS/IMPERMISSIBLE CONDUCT
- 43 -
46.
ADDITIONAL U.S. GOVERNMENT REGULATIONS
- 43 -
47.
NO GRATUITIES
- 44 -
48.
COUNTERPARTS; EXECUTION BY FACSIMILE
- 44 -
3
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LIST OF EXHIBITS
NUMBER:
EXHIBIT NAME:
EXHIBIT 1:
MASTER MANUFACTURING AGREEMENT DEFINITIONS
EXHIBIT 2:
STATEMENT OF WORK - MANUFACTURING SERVICES AND SPECIFICATIONS
EXHIBIT 3:
APPROVED VENDORS
EXHIBIT 4:
CHARGES
EXHIBIT 5:
SERVICE LEVELS
EXHIBIT 6:
CUSTOMER POLICY COMPLIANCE CERTIFICATE
EXHIBIT 7:
DATA SECURITY
EXHIBIT 8:
SUPPLIER SECURITY INFORMATION SECURITY STANDARDS
EXHIBIT 9:
SPECIAL SAFEGUARDS FOR COMPETITIVE SECURITY
EXHIBIT 10:
TERMINATION/EXPIRATION ASSISTANCE
EXHIBIT 11:
GOVERNANCE AND RELATIONSHIP MANAGEMENT
EXHIBIT 12:
HUMAN RESOURCES PROVISIONS
EXHIBIT 13:
PARTIES' COMPETITORS
EXHIBIT 14:
INVENTORY DEPOSIT AGREEMENT
EXHIBIT 15:
SUPPORT SERVICES
EXHIBIT 16:
CUSTOMER SUPPLIED SOFTWARE AND LICENSE TERMS
EXHIBIT 17:
DEVELOPMENT SERVICES
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General Terms and Conditions
1.
Appointment of Supplier
1.1
Subject to the terms and conditions of this Agreement, Customer appoints
Supplier, and Supplier accepts appointment, as a non-exclusive manufacturer,
assembler and supplier of Customer's products described in more detail in the
"Statement of Work - Manufacturing Services and Specifications" Exhibit (the
"Products") to Customer pursuant to Customer's specifications, and for the
ultimate benefit of customers of Customer ("End Users"), for the initial term
stated on the Cover Page. The Services shall include Supplier's obligations to
procure components, materials, equipment and other supplies and to manufacture,
assemble, and test, the Products. The initial term of this Agreement shall start
as of the Effective Date and end on the End Date, and will automatically renew
thereafter for one (1) year terms, unless NCR provides written notice of its
intent to not to renew the term no less than ninety (90) days prior to the end
of the then current term (the initial term and each renewal term, collectively
known as the "Term"). Unless expressly set forth on "Statement of Work -
Manufacturing Services and Specifications" Exhibit, nothing in this Agreement
shall be interpreted as a commitment by Customer to purchase any minimum volume
or dollar amount of Products from Supplier.
1.2
At all