Additional Customer Requirements.
The Joint Venture Company will
inform Micron in writing of any auditable supplier requirements relating to
Manufacturing Services requested by the Joint Venture Company's customers.
Micron and the Joint Venture Company shall work together in good faith to
resolve any such requests.
2.10
Transfer of Manufacturing Technology; Equivalency of Operations.
[***].
SECTION 3
ITEMS TO BE SUPPLIED BY THE JOINT VENTURE COMPANY
3.1
LEASED SPACE AND MANUFACTURING EQUIPMENT; [***].
IN ORDER FOR
MICRON TO PERFORM MANUFACTURING SERVICES HEREUNDER, THE JOINT VENTURE COMPANY
SHALL PROVIDE MICRON WITH ACCESS TO ALL EQUIPMENT OWNED OR LEASED BY THE JOINT
VENTURE COMPANY AND INSTALLED AT THE SITE, INCLUDING, BUT NOT LIMITED, TO THE
AUTOMATED MATERIAL HANDLING SYSTEM, MANUFACTURING EQUIPMENT AND OTHER REQUIRED
EQUIPMENT NOT PROVIDED BY MICRON HEREUNDER (COLLECTIVELY "JOINT VENTURE
EQUIPMENT").
[***].
3.2
[***].
[***].
3
3.3
[***].
3.4
PROVISION OF TECHNICAL ASSISTANCE.
THE JOINT VENTURE COMPANY
SHALL FURNISH OR HAVE FURNISHED TO MICRON IN ACCORDANCE WITH THE REQUIREMENTS OF
THE JOINT VENTURE DOCUMENTS SUCH TECHNICAL ASSISTANCE AS THE PARTIES AGREE IS
REASONABLY NECESSARY TO ENABLE MICRON TO PERFORM THE MANUFACTURING SERVICES
HEREUNDER.
SECTION 4
ITEMS TO BE SUPPLIED BY MICRON
4.1
FACILITIES MAINTENANCE, MANUFACTURING SYSTEMS, SECONDARY EQUIPMENT
AND SUPPORT.
MICRON SHALL UTILIZE CERTAIN OF ITS SITE SYSTEMS AND EQUIPMENT TO
PERFORM THE MANUFACTURING SERVICES (COLLECTIVELY "MICRON EQUIPMENT").
MICRON
SHALL PROVIDE NECESSARY REPAIR AND MAINTENANCE OF THE MICRON EQUIPMENT AND JOINT
VENTURE EQUIPMENT IN ORDER TO MAINTAIN SUCH EQUIPMENT IN GOOD WORKING ORDER AND
IN ACCORDANCE WITH ANY APPLICABLE, RECOMMENDED MANUFACTURER'S GUIDELINES, UNTIL
SUCH TIME AS ANY OF SUCH EQUIPMENT BECOMES OBSOLETE OR UNECONOMICAL TO MAINTAIN
OR REPAIR.
ALL COSTS TO REPAIR OR REPLACE, MAINTAIN OR TO ADD TO OR EXPAND OR
ENHANCE THE FACILITIES AND/OR THE MICRON EQUIPMENT AS REASONABLY REQUIRED TO
PERFORM THE MANUFACTURING SERVICES HEREUNDER IN ACCORDANCE WITH JOINT VENTURE
COMPANY'S REQUIREMENTS HEREUNDER SHALL BE EXPENSED OR CAPITALIZED IN ACCORDANCE
WITH MICRON'S ACCOUNTING POLICIES AND CHARGED ACCORDINGLY IN THE PRICING SET
FORTH ON SCHEDULE 6.5.
MICRON SHALL PROVIDE THE JOINT VENTURE COMPANY WITH
NINETY (90) DAYS ADVANCE WRITTEN NOTICE OF ANY CHANGE IN MICRON'S ACCOUNTING
POLICIES THAT WOULD MATERIALLY CHANGE THE MANNER OF CALCULATING THE PRICING
HEREUNDER. TO THE EXTENT THAT ANY OF THE TERMS OF THIS SECTION 4.1 CONFLICT WITH
THE TERMS OF THE MTV LEASE AGREEMENT, THE MTV LEASE AGREEMENT SHALL CONTROL,
INCLUDING THE SECTION ENTITLED LIMITATION OF TENANTS CLAIMS.
4.2
MANUFACTURING SERVICES LOCATION.
UNLESS OTHERWISE AGREED TO BY
THE JOINT VENTURE COMPANY, ALL MANUFACTURING SERVICES BY MICRON UNDER THIS
AGREEMENT SHALL BE PERFORMED AT THE SITE SPECIFIED IN SCHEDULE 2.1.
4.3
SERVICE PROVIDERS.
MICRON SHALL STAFF THE SITE WITH THE QUANTITY
OF SERVICE PROVIDERS REASONABLY NECESSARY FOR MICRON TO PROVIDE THE LEVEL OF
MANUFACTURING SERVICES AGREED TO IN SECTION 2.2, ABOVE.
MICRON SHALL PROVIDE
SERVICES PROVIDERS WITH SUBSTANTIALLY THE SAME LEVEL OF QUALIFICATION AND SKILLS
AS MICRON REQUIRES FOR PERSONNEL PERFORMING SUCH SERVICES FOR ITS WHOLLY-OWNED
FACILITIES. MICRON SHALL PROVIDE SUBSTANTIALLY THE SAME TRAINING FOR SUCH
SERVICE PROVIDERS AS MICRON REQUIRES FOR PERSONNEL