1
"Buyer Specific Materials" shall mean product purchased within lead-time that is
specific only to the Buyer's Product.
"CONFIDENTIAL INFORMATION" SHALL MEAN MEANS ANY NON-PUBLIC OR PROPRIETARY
INFORMATION RELATING TO A PARTY, WHETHER NOW IN EXISTENCE OR HEREAFTER
DEVELOPED, THAT (A) IS DESIGNATED OR IDENTIFIED AS BEING "CONFIDENTIAL",
"PROPRIETARY" OR OF SOME SIMILAR DESIGNATION, OR (B) A PARTY KNOWS OR SHOULD
KNOW IS CONSIDERED TO BE HIGHLY SENSITIVE AND CONFIDENTIAL.
THE TERM
"CONFIDENTIAL INFORMATION" INCLUDES, WITHOUT LIMITATION, ANY NON-PUBLIC OR
PROPRIETARY INFORMATION RELATING TO A PARTY'S SECRETS, TRADE SECRETS,
COPYRIGHTS, TRADEMARKS, PATENTS, PATENT APPLICATIONS, RECORD OF INVENTIONS,
CURRENT AND PROPOSED BUSINESS ARRANGEMENTS AND DEALINGS WITH THIRD PARTIES,
BUSINESS OPERATIONS, FINANCIAL INFORMATION, EQUIPMENT, SAMPLES, SAMPLES'
CONFIGURATION, SAMPLES' CONCEPT, PROCEDURES, PURCHASES, ACCOUNTING, BOOKKEEPING,
MARKETING, MERCHANDISING, SELLING, LEASING, SERVICING, FINANCES, INFRASTRUCTURE,
BUSINESS SYSTEMS, BUSINESS TECHNIQUES OR OPERATIONAL TECHNIQUES.
THE TERM
"CONFIDENTIAL INFORMATION" DOES NOT INCLUDE ANY INFORMATION THAT IS OR BECOMES
PUBLICLY KNOWN THROUGH NO FAULT OF A PARTY OR THE PARTY'S AGENTS, EMPLOYEES OR
REPRESENTATIVES.
"Buyer Deliverable" shall mean any materials solely developed by Buyer for use
in the Product.
1.
INTENT
A.
Buyer intends to purchase Product from
Seller.
As such, Seller agrees to cooperate with Buyer to further mutual
long-term goals, by sharing Product road map and technology directions.
Seller
agrees to cooperate to achieve Buyer's program goals, which include, but are not
limited to, shortening Product lead-times, increasing volume flexibility,
achieving Just-in-Time delivery, direct ship logistics, meeting corporate
re-engineering and supply chain objectives, achieving ongoing cost reductions
and specific quality goals, and continuous quality improvement.
B.
This Agreement is not a requirements
contract and does not obligate Buyer to purchase any minimum quantity of Product
but only establishes the terms and conditions for such purchases if and when
they occur.
C.
The Parties agree to execute all the
Exhibits outlined in the Index of Exhibits of this Purchase and Distribution
Agreement.
2.
FORECAST/LIABILITY/PURCHASE ORDER
A.
BUYER SHALL FURNISH SELLER WITH A FORECAST
OF THE QUANTITY AND REQUIRED DELIVERY DATES OF PRODUCT THAT BUYER ANTICIPATES
PURCHASING UNDER THIS AGREEMENT COMMENCING ON A DATE IN THE CURRENT WEEK AS
SPECIFIED BY BUYER IN SUCH FORECAST THROUGH THE END OF THE PLANNING HORIZON. THE
PLANNING HORIZON WILL EXTEND TO A MINIMUM OF A SIX (6) MONTH TIME PERIOD.
SUCH
FORECAST MAY AT TIMES BE COMMUNICATED TO SELLER VIA A MUTUALLY AGREED UPON EDI
PROTOCOL. THIS FORECAST SHALL BE USED ONLY BY SELLER FOR MATERIAL POSITIONING,
AND NOT FOR MANUFACTURING PRODUCT.
PRODUCT SHALL ONLY BE BUILT TO ORDERS.
THE
FORECASTED "PLANNING HORIZON" WHICH IS THE SIX (6) MONTH TIME PERIOD FOR WHICH
BUYER FURNISHES SELLER FORECASTED REQUIREMENTS IN WEEKLY, MONTHLY AND QUARTERLY
TIME PERIODS.
BUYER'S FORECAST SHALL INCLUDE BUYER'S PART NUMBER, QUANTITY AND
REQUIRED SHIP DATE.
THE FORECAST MAY INCLUDE COMPONENTS, CONFIGURE-TO-ORDER
(CTO) MODULES, SUBASSEMBLIES, OR FINISHED BUILD-TO-ORDER (BTO) PRODUCT.
WITHIN
TWO (2) BUSINESS DAY OF SELLER'S RECEIPT OF BUYER'S FORECAST, SELLER SHALL SEND
TO BUYER A FORECAST RESPONSE REPORT, SUCH REPORT MAY AT TIMES BE REFERRED TO
HEREIN AS "SELLER'S ACCEPTANCE