BUSINESS DAYS IN ADVANCE OF THE DELIVERY DATE AND ENDING ON THE
DELIVERY DATE.
·
"DESIGNATED THIRD PARTY" SHALL MEAN ANY THIRD PARTY THAT:
(I) IS SOLELY ENGAGED IN DISTRIBUTION, ORDER FULFILLMENT OR CUSTOMER MANAGEMENT
ACTIVITIES ON BEHALF OF UTS; AND (II) UTS NOTIFIES EMS IN WRITING IS AUTHORIZED
TO PURCHASE PARTICULAR PRODUCTS FROM EMS.
UTS SHALL BE RESPONSIBLE FOR THE
PERFORMANCE OF SUCH THIRD PARTIES PURSUANT TO THE TERMS OF THIS AGREEMENT. "EMS
INDUSTRIAL DESIGN" MEANS ANY AND ALL OF THE FOLLOWING, EXCLUDING, IN ALL CASES,
THE UTS INDUSTRIAL DESIGN:
(A) ALL DESIGN FILES PROVIDED BY EMS FOR THE
PRODUCTS AND ANY OTHER INFORMATION DISCLOSED BY EMS TO UTS THAT RELATE TO THE
DESIGN OR MANUFACTURE OF THE PRODUCTS; AND (B) MODIFICATIONS, DERIVATIVES,
IMPROVEMENTS AND ENHANCEMENTS OF ANY OF THE FOREGOING DEVELOPED BY OR FOR EMS.
·
"EMS TOOLING" MEANS GENERALLY AVAILABLE FIXTURES AND TOOLS
WHICH ARE NOT SPECIALLY ADAPTED OR CONFIGURED FOR THE UTS INDUSTRIAL DESIGN, BUT
EXCLUDING THE UTS TOOLING.
·
"ENGINEERING CHANGE ORDER" SHALL MEAN REQUEST IN WRITING
ISSUED BY UTS TO EMS TO MAKE CHANGES TO ANY MANUFACTURING SOURCE, PRODUCTION
PROCESS, OR THE CONTROLLED PROCESS PARAMETERS OR SOURCES OR TYPES OR GRADE
CLASSIFICATIONS OF MATERIALS.
·
"ENCUMBRANCES" SHALL MEAN ANY SECURITY INTEREST, LIEN, TAX
LIEN, OR OTHER ENCUMBRANCE.
·
"Epidemic Failure" shall mean an EMS warranty defect in the
Product based on the same root cause failure (i.e. batch related failure)
occurring in a minimum of 3% of units, or another commercially reasonable number
of units agreed by the parties depending on the type of Product, of Product
shipped within the same production lot of Products under this Agreement.
·
"INTELLECTUAL PROPERTY" MEANS ANY OR ALL OF THE FOLLOWING AND
ALL RIGHTS IN, ARISING OUT OF, OR ASSOCIATED THEREWITH:
(I) ALL UNITED STATES
AND FOREIGN PATENTS AND UTILITY MODELS AND APPLICATIONS THEREFORE AND ALL
REISSUES, REEXAMINATIONS, REGISTRATIONS, CONFIRMATIONS, RENEWALS, EXTENSIONS,
PROVISIONS, SUPPLEMENTARY PROTECTION CERTIFICATES, DIVISIONS, CONTINUATIONS, AND
CONTINUATIONS-IN-PART THEREOF ("PATENTS"); (II) ALL TRADEMARKS, TRADE NAMES, AND
TRADE DRESS ("TRADEMARKS"); (III) ALL COPYRIGHTS, COPYRIGHT REGISTRATIONS, AND
APPLICATIONS THEREFORE AND OTHER RIGHTS CORRESPONDING THERETO THROUGHOUT THE
WORLD; (IV) ALL TRADE SECRETS; (V) ALL INDUSTRIAL DESIGNS AND ANY REGISTRATIONS
AND APPLICATIONS THEREFORE THROUGHOUT THE WORLD; AND (VI) ANY SIMILAR,
CORRESPONDING, OR EQUIVALENT RIGHTS TO ANY OF THE FOREGOING ANYWHERE IN THE
WORLD.
·
"INVENTORY" SHALL MEAN ANY AND ALL PROCURED MATERIALS,
COMPONENTS AND CUSTOM COMPONENTS THAT ARE LISTED ON THE BILL OF MATERIALS
INCLUDED WITH THE SPECIFICATIONS THAT EMS IS AUTHORIZED TO PROCURE DIRECTLY FROM
UTS-OWNED OR AN AVL AND INCORPORATE INTO THE PRODUCTS..
·
"LONG LEAD-TIME COMPONENTS" SHALL MEAN ANY COMPONENT WITH A
LEAD-TIME GREATER THAN ONE HUNDRED TWENTY (120) CALENDAR DAYS.
·
"LONG LEAD TIME INVENTORY" SHALL MEAN INVENTORY USED IN THE
MANUFACTURE OF PRODUCTS THAT REQUIRE A LONGER TIME TO PROCURE THAN THE TIME FROM
THE DATE OF PURCHASE ORDER TO PRODUCTION START TIME.
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·
"MINIMUM ORDER INVENTORY" SHALL MEAN INVENTORY THAT IS
PROCURABLE ONLY IN MINIMUM QUANTITIES THAT EXCEED THE QUANTITIES REQUIRED