Signature Authorization
EXHIBIT A..PRODUCT DESCRIPTION AND SPECIFICATION
EXHIBIT B..DELIVERY, PACKAGING AND SHIPPING REQUIREMENTS
EXHIBIT C..SERVICE AND SUPPORT REQUIREMENTS
EXHIBIT D..CONFIDENTIAL DISCLOSURE AGREEMENT
EXHIBIT F..RECIPIENTS FOR NOTICES
EXHIBIT G..MARKETING REQUIREMENTS
EXHIBIT H..SOFTWARE AND DOCUMENTATION WARRANTY
EXHIBIT I..FLEXIBILITY AGREEMENT
EXHIBIT J..QUALITY, WARRANTY and WARRANTY COMPENSATION
EXHIBIT K..PRICING
EXHIBIT M..HP REGIONAL TRADE GUIDELINES
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PRODUCT PURCHASE AGREEMENT
NO. 1585-042103
This PRODUCT PURCHASE AGREEMENT ("Agreement") is entered into as of the 31st day
of July 2003 (the "Effective Date") by and between HEWLETT-PACKARD COMPANY
("HP"), a Delaware corporation, having its principal place of business located
at 3000 Hanover Street, Palo Alto, California 94304, and OVERLAND STORAGE, INC.
("Supplier"), a
ý
corporation
o
limited liability company
other,
organized and operating under the laws of California with its principal place of
business at:
4820 Overland Avenue
San Diego, California 92123.
RECITALS
WHEREAS, Supplier wishes to sell, and HP wishes to purchase, goods or services,
or both, upon the terms and conditions hereinafter provided; and
WHEREAS, Supplier and HP intend to establish mutual understanding concerning
such sales and purchases and, in so doing and in performing hereunder, meet the
parties' respective needs for a well-defined and stable relationship in an
atmosphere of close cooperation and mutual trust.
NOW, THEREFORE, in consideration of the mutual promises and covenants herein
contained, Supplier and HP hereby agree as follows:
1.
SCOPE OF AGREEMENT
1.1
General. The goods to be provided hereunder are set forth in Exhibit
A (the "Goods"). Goods will meet Specifications and any other requirements which
may be attached hereto or referred to herein. Any services to be provided,
whether primary performance hereunder as set forth in Exhibit C (the "Services")
or performed in connection with the furnishing of Goods, will meet generally
accepted practices and standards and any other requirements
***
Confidential portions of this document have been redacted and separately
filed with the Commission.
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which may be attached hereto or referred to herein. As used herein, "Product"
refers interchangeably to Goods or Services, or both in combination, unless the
context expressly otherwise provides.
1.2
Eligible Purchasers. [***] and, as may be mutually agreed in
writing by Supplier and HP, [***] pursuant to the terms of this Agreement;
provided that:
1.2.1 [***];
1.2.2 [***];and
1.2.3 As may reasonably be requested [***].
EACH ELIGIBLE PURCHASER WILL, WHEN PURCHASING PRODUCT PURSUANT TO THIS
AGREEMENT, STATE AS MAY BE REASONABLY ACCEPTABLE TO SUPPLIER THAT SUCH ELIGIBLE
PURCHASER IS PURCHASING PRODUCT PURSUANT TO THIS AGREEMENT, [***] WITH RESPECT
TO ANY ACCEPTED ORDER FOR PRODUCT; PROVIDED THAT NOTHING HEREIN RESTRICTS OR
OTHERWISE LIMITS MODIFICATION OR WAIVER OF THIS AGREEMENT, OR PART HEREOF, WITH
RESPECT TO ANY SUCH ORDER UPON MUTUAL AGREEMENT IN WRITING [***].
ANYTHING IN
THIS AGREEMENT TO THE CONTRARY NOTWITHSTANDING, ANY LIABILITY DISCLAIMER OR
LIMITATION IN THIS AGREEMENT APPLICABLE TO HP OR SUPPLIER INTER SE WILL BE
APPLICABLE TO EACH ELIGIBLE PURCHASER AND TO SUPPLIER INTER SE; PROVIDED THAT
[***].
1.3 Term of Agreement. This Agreement will be effective upon execution by the
parties and covers