FOR
UTS PURCHASE ORDERS.
·
"OBSOLETE INVENTORY" SHALL MEAN THOSE CUSTOM COMPONENTS IN
INVENTORY CONSISTENT WITH UTS' FORECAST, PURCHASED AT LEAD-TIMES REASONABLY
PREVAILING AT THE TIME OF ORDER, AND LONG LEAD-TIME INVENTORY PURCHASED WITH
UTS' WRITTEN APPROVAL, THAT DO NOT APPEAR ON THE CURRENT UTS' BOM, OR WHICH
APPEAR ON THE CURRENT UTS' BOM BUT CANNOT BE USED TO MANUFACTURE PRODUCTS FOR
UTS OR EMS' OTHER CUSTOMERS DUE TO ENGINEERING CHANGES, PRODUCT CANCELLATIONS,
PURCHASE ORDER CANCELLATION, OR PROGRAM CANCELLATIONS BY UTS.
·
"Passive" and "Non-passive" Components
Passive Components
are Components that do not amplify or switch signals, such as capacitors,
resistors, transformers, inductors, etc.
Non-passive Components are Components
on any UTS BOM that are not Passive Components. PCB, Backplane, Cable assembly
and Enclosure are custom built products and are not defined as Passive
components in this agreement.
·
"PRODUCTS" SHALL MEAN ALL PRODUCTS SOLD, LICENSED OR PROVIDED
BY EMS TO UTS UNDER THIS AGREEMENT, INCLUDING HARDWARE, LICENSED SOFTWARE,
SUPPLIES, ACCESSORIES AND OTHER COMMODITIES RELATED TO ANY OF THE FOREGOING.
·
"PURCHASE ORDER" SHALL MEAN AN OFFICIAL DOCUMENT, SIGNED BY
AN AUTHORIZED EMPLOYEE OF UTS (OR A CUSTOMER), WHICH IS USED TO PLACE PRODUCT
ORDERS WITH EMS.
·
"QUARTER" SHALL MEAN UTS' FISCAL QUARTER, UNLESS OTHERWISE
SPECIFIED AS "CALENDAR QUARTER.
·
"SPECIFICATIONS" SHALL MEAN THE PRODUCT SPECIFICATIONS
(INCLUDING, WITHOUT LIMITATION, DESIGNS, DRAWINGS, BLUEPRINTS, MODELS, DATA,
TECHNIQUES, KNOW-HOW, ETC) PROVIDED BY UTS TO EMS IN WRITING, UPON WHICH THE EMS
PRODUCT PRICING IS BASED.
THE SPECIFICATIONS MAY BE AMENDED FROM TIME TO TIME
BY UTS UPON WRITTEN NOTICE TO EMS.
THROUGHOUT THE TERM OF THIS AGREEMENT, ALL
SPECIFICATIONS SHALL BE DEEMED TO INCLUDE THE REQUIREMENT THAT EACH PRODUCT
COMPLIES WITH ALL RELEVANT INDUSTRY PRODUCT STANDARD SPECIFICATIONS, HOST
DEVICES, AND OPERATING SYSTEMS.
·
"UTS INDUSTRIAL DESIGN" MEANS ANY AND ALL OF THE FOLLOWING:
(A) ALL DESIGN FILES PROVIDED BY UTS FOR THE PRODUCTS AND ANY OTHER INFORMATION
DISCLOSED BY UTS TO EMS, EITHER DIRECTLY OR INDIRECTLY, IN WRITING, BY
INSPECTION OF TANGIBLE OBJECTS (INCLUDING WITHOUT LIMITATION DOCUMENTS,
DRAWINGS, PROTOTYPES, SAMPLES, AND TOOLING) THAT RELATE TO THE DESIGN OR
MANUFACTURE OF THE PRODUCTS; (B) MODIFICATIONS, DERIVATIVES, IMPROVEMENTS, AND
ENHANCEMENTS OF ANY OF THE FOREGOING DEVELOPED BY OR FOR UTS; AND (C) THE
INDUSTRIAL DESIGN, APPEARANCE, HOUSING, EXTERNAL CONFIGURATION, USER INTERFACES,
AND OTHER FEATURES OF THE PRODUCTS BASED IN WHOLE OR IN PART ON ANY OF THE
FOREGOING AND ALL SPECIFICATIONS AND MANUFACTURING DOCUMENTATION RELATED
THERETO.
·
"UTS TOOLING" MEANS ALL: (A) SPECIFIC PROCESSES; AND
(B) FIXTURES, TOOLING, AND PROCESSES USED TO MANUFACTURE THE PRODUCTS BASED ON
ALL OR ANY PART OF THE UTS INDUSTRIAL DESIGN, INCLUDING WITHOUT LIMITATION
PRODUCTION SOFTWARE, MOLDINGS AND OTHER TOOLS USED IN CONNECTION WITH SUCH
MANUFACTURE AND/OR PAID FOR BY UTS, WHETHER DEVELOPED OR PROVIDED BY UTS, EMS,
OR
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OTHERWISE; PROVIDED, HOWEVER, THAT "UTS TOOLING" DOES NOT INCLUDE GENERALLY
AVAILABLE FIXTURES AND TOOLS THAT ARE NOT SPECIALLY ADAPTED OR CONFIGURED FOR
THE UTS INDUSTRIAL DESIGN.
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EXHIBIT F:
NON-DISCLOSURE AGREEMENT
[Attached signed NDA]
40