MASTER SERVICES AGREEMENT

Exhibit 10.1

MASTER SERVICES AGREEMENT

Between

IXIA

And

PLEXUS

TABLE OF CONTENTS

EXHIBIT A — INSURANCE REQUIREMENTS
EXHIBIT B — SUPPLIER CORRECTIVE ACTION REQUEST
EXHIBIT C — METRICS AND REPORTING
EXHIBIT D — ELECTRONIC INDUSTRY CODE OF CONDUCT
EXHIBIT E — IXIA NOMENCLATURE
EXHIBIT F — SAMPLE BILL OF MATERIAL
EXHIBIT G — COST BREAKDOWN SPREADSHEET
EXHIBIT H — SAMPLE FORECAST SPREADSHEET
EXHIBIT I — INVENTORY DEPOSIT AGREEMENT

     THIS MASTER SERVICES AGREEMENT is entered into as of 26 day of January, 2009 (the “Effective Date”), by and between Ixia, a California corporation (“Company”) with an address at 26601 W. Agoura Road, Calabasas, CA 91302 and Plexus Services Corp and its Affiliates and subsidiaries (“Provider”), with an address at 55 Jewelers Park Drive, Neenah, WI 54957.

RECITALS

     WHEREAS, Company designs, develops, markets, and distributes test and measurement products.

     WHEREAS, Provider is a provider of manufacturing and related services.

     WHEREAS, Company desires to engage Provider to manufacture Company’s Products and may wish to engage Provider to render other mutually agreed upon services and Provider is willing to provide such services, in which this Agreement shall serve as a basis for the negotiations concerning such additional Services.

     NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and other goods and valuable consideration, the receipt and sufficiency of which are acknowledged, the parties agree as follows:

1. Definitions

     The following defined terms are used in this Agreement and shall the meanings set forth below. Any terms defined elsewhere in this Agreement shall be given equal weight and importance as though set forth in this Section.

     1.1 “Affiliate” means any entity, however organized, that, directly or indirectly, controls, is controlled by or is under common control with an entity. For purposes of this definition, “control” shall be defined as ownership of a majority of the voting power or other equity interests of the entity under consideration.

     1.2 “Agreement” means this agreement, including the recitals and exhibits hereto, and any Purchase Orders and SOWs, and Modifications issued hereunder.

     1.3 “Applicable Law” means (i) any country, federal, state, provincial, commonwealth, local government law, statute, rule, regulation, code, regulation, permit, ordinance, authorization or other such governmental requirement and interpretation and guidance of the same by a governmental authority as applicable to Provider or this Agreement; and (ii) any of Company’s compliance, safety and security rules, programs and policies as agreed to by Provider in this Agreement.

     1.4 “Approved Manufacturers List” or “AML” means a Company-provided list of one or more third-party vendors who are authorized to provide Components to Provider.

     1.5 “Business Day(s)” means each weekday, Monday through Friday, excluding any U.S. federal holidays and Provider’s manufacturing location national holidays and the period of any previously scheduled shutdowns of either party, provided that the party experiencing the shutdown has notified the other party in writing at least ninety (90) days prior to the shutdown, unless such shutdown was due to a Force Majeure event.

     1.6 “Change Order” means a written document executed by the Parties describing a change to Services to be provided under a SOW or Products to be provided under a Purchase Order.

     1.7 “Component Lead Time” means the number of calendar days between the date upon which Provider orders a Component from its supplier and the date upon which the relevant Component will be delivered to Provider.

     1.8 “Components” means any parts, material, components, consumables or other items that are used in the manufacture and/or assembly of Products.

     1.9 “Confidential Information” means all information, unless specifically identified by either party as non-confidential, regardless of how communicated or stored, concerning Company or Provider, including without limitation confidential or proprietary information, trade secrets, data, drafts, documents, communications, plans, pricing, supply models, know-how, negative know-how, formulas, improvements, designs, estimates, calculations, test results, specimens, schematics, drawings, tracings, studies, specifications, surveys, facilities, photographs, documentation, software, equipment, processes, programs, reports, orders, maps, models, agreements, ideas, methods, discoveries, inventions, concepts, research, development, and business and financial information.

     1.10 “Consigned Items” means items (e.g., Components and/or Equipment) owned by Company which Company retains all rights, title and ownership that are consigned by Company to Provider solely for use in the manufacturing and/or assembly of the Products.

     1.11 “Costed BOM” means a report setting forth the mutually agreed upon purchasing parameters for Components.

     1.12 “Intellectual Property” means any and all of the following (by whatever name or term known or designated) now known or hereafter existing anywhere in the world: (i) rights associated with works of authorship, including, without limitation, all exclusive exploitation rights, copyrights, moral rights, and mask work rights; (ii) trade secret rights and other Confidential Information; (iii) patents (including, without limitation, reissues, divisions, reexaminations, extensions, provisionals, continuations, and continuations-in-part thereof), designs, and other industrial property rights; (iv) source code, object code, formulas, ideas, concepts, mask works, methods, know-how, processes, devices, and the like, whether or not any of the foregoing are protectable under law; (v) all registrations, applications, renewals, extensions, continuations, divisions, reissues, and the like, and (vi) all other intellectual property and proprietary rights of every kind and nature, including trademark, trade dress, and other works based on designation of source or origin, whether arising by operation of law, contract, license, or otherwise.

     1.13 “Interim Period” means, for a given Product, the first ninety (90) days of production of that type of Product; provided that the ninety (90) day period of production of a modified, new, or varied version of a given Product will not constitute an Interim Period.

     1.14 “Modification” means a duly executed (i) written amendment to the Agreement or any Purchase Order; (ii) Change Order; or (iii) Company-written order for a minor change not requiring a Change Order pursuant to this Agreement.

     1.15 “Purchase Order” means a written purchase order issued by Company to Provider via EDI or other mutually agreed to means for the purchase of Products or Components at a stated quantity, unit price, and delivery date.

     1.16 “Part Number” means Company’s part number.

     1.17 “Party” means either Company or Provider. “Parties” means both Company and Provider.

     1.18 “Price” means the price for the Products or Services, mutually agreed upon by both Parties and set forth in a Purchase Order.

     1.19 “Product Lead Time” means the number of calendar days communicated by Provider and mutually agreed upon by Company necessary to kit Components and manufacture a particular product. The Product Lead Time does not include transit time.

     1.20 “Product” means any product manufactured by Provider for Company per this Agreement and in accordance with Company’s Specifications.

     1.21 “Representatives” means, with respect to a Party, such Party’s directors, officers, employees, agents and any other persons or entities (excluding the other Party) who contribute to the performance of such Party’s obligations under this Agreement. For purposes hereunder, Provider’s Representatives shall include any and all Subcontractors and such Subcontractors’ directors, officers, employees and agents if applicable.

     1.22 “Requirements” means the requirements for the Products or Services and shall include but is not limited to Schedule, Purchase Order requirements, Product Specifications, SOW requirements, bill of materials (“BOM”), designs, schematics, assembly drawings, process documentation, test specifications, qualification requirements, Standard of Workmanship, Standard of Care, current revision number, and Approved Manufacturer List.

     1.23 “Schedule” means all timing, including without limitation due dates, milestones and deadlines, associated with performance of Provider’s obligations under this Agreement, including without limitation all commitments and requirements regarding the commencement, prosecution and completion of such obligations set forth in a Purchase Order or SOW.

     1.24 “Services” means any services provided by Provider to Company.

     1.25 “Special Inventory Components” means Components that require a minimum order quantity (“MOQ”) or pre-set packaging quantities per the supplier or a Component with a Component Lead Time greater than the Product Lead Time.

     1.26 “Specifications” means the specifications for the Products as supplied by Company and acknowledged in writing by Provider.

     1.27 “Standard of Care” means (i) the commercially reasonable and industry standard of diligence, care, timeliness, trust, dependability, safety, efficiency, and economy and (ii) compliance with all Applicable Laws.

     1.28 “Standard of Workmanship” means services performed in accordance with the latest versions of IPC/EIA J-STD-001, IPC-A-610 Class 2, successor standards thereto, and or other Company-specified standard.

     1.29 “Statement of Work” or “SOW” means a written description of Services and any associated compensation.

     1.30 “Subcontractor” means a person or entity who has been retained by Provider to perform all or a portion of Provider’s obligations hereunder, excluding commercially available Component suppliers.

2. Product Development and Manufacturing Services

     2.1 Overview.

          (a)  Manufacturing Services . Provider shall manufacture Products to the Requirements for each Product as set forth in a Purchase Order or SOW.

          (b)  Product Development and Other Services . Provider may provide other Services to Company under mutually agreed upon terms determined at the time the additional Services are requested. Notwithstanding the previous statement, this Agreement shall serve as a basis for the negotiations concerning such additional Services.

     2.2 Subcontractors . Provider shall not engage Subcontractors, whether third parties or Affiliates of Provider, but excluding any contract or temporary employees, without the prior written consent of Company in each instance. Provider agrees that the provisions of any subcontracts will be subject to Company’s prior written approval and shall incorporate Provider’s obligations under this Agreement. Relevant sections of any such subcontract, pertaining to the Services, will be provided to Company. Provider will properly supervise all such Subcontractors, including making regular site visits to inspect the compliance by such Subcontractor with its agreement entered into with Provider and with the Requirements. In regards to the Services, Provider shall qualify each Subcontractor prior to engagement to verify Subcontractor’s ability to perform the Services to be subcontracted. Provider acknowledges full responsibility for the full performance of all Subcontractors. Such qualification shall also include the obligation of such Subcontractor to obtain and maintain all necessary authorizations to conduct the activities it

undertakes to perform in connection with this Agreement and to comply with all Applicable Laws, including but not limited to laws relating to customs clearance and duties, sales taxes, VAT, and other taxes. No Subcontractor shall be permitted to subcontract any part of its obligations. The term “Provider” in this Agreement, when used with respect to obligations of Provider, shall also apply to, and be deemed to include, all Subcontractors.

     2.3 Sample Forms . In performing its obligations under this Agreement, Provider shall materially conform to the examples, procedures, and nomenclature set forth on Exhibits E, F, G, and H.

3. Materials

     3.1 Components . Unless otherwise agreed by the Parties in writing, Provider shall be solely responsible for sourcing and acquiring all Components needed for the manufacture of the Products and for purchasing such Components in conformance with the applicable AML, drawings and Specification requirements.

     3.2 Prudent Procurement Practices. 2.2 Provider shall purchase Components and Special Inventory Components, according to the AML, unless otherwise approved in writing by Company.

          (a) Provider will purchase Components to support Company’s Orders and react to support the variations in demand for such Purchase Orders to deliver Products to Company in accordance with specified Delivery Dates. Prudent Procurement Practices include, but are not limited to, the following:

          (b) Following Provider’s ABC classification (A = 80% 7 days, B = 15% 14 days, C = 5% 28 days

          (c) Utilizing minimum order quantities as defined by Component Suppliers

          (d) Ordering and buying Components as required to meet Manufacturing Assembly Lead-times, taking into account Component Lead Times and Provider’s internal manufacturing lead times;

          (e) Exercising return and cancellation privileges as allowed by agreements with Component Suppliers.

          (f) Company understands that Provider will not be procuring Components in a typical Buy-to-Order fashion. Instead, Provider will procure Components based upon initializing and maintaining a properly calculated buffer of Component safety stock, not to exceed two (2) percent of monthly material cost, to meet the potential upsize requirements as specified in Section 4.4. Provider shall issue a report stating this buffer stock of Components monthly.

In the event that Prudent Procurement Practices are not evident, in the event of excess inventory due to cancellation, termination or demand reductions, Company will not be liable for that portion of the inventory purchased in excess of the amount that would have been purchased if Prudent Procurement Practices had been used.

In the event that Prudent Procurement Practices have been used, in the event of excess inventory due to cancellation, termination or demand reductions Company will be liable for any inventory held on hand in excess of ninety (90) days for the first year of the Agreement and in excess of sixty (60) days for the remaining 4 years of the Agreement. The disposition of excess inventory will be managed pursuant to Exhibit I.

     3.3 Consigned Items. Company may provide its Consigned Items to Provider in accordance with this Section. Provider shall keep all Consigned Items segregated and in a secure location. Provider shall provide Company with a schedule listing all Consigned Items and their location as Company requests. The Consigned Items shall only be used in performance of this Agreement. Provider shall send Company a monthly consigned inventory report. Provider assumes liability for Consigned Items in its possession and will pay the Company for any lost or damaged Consigned Item. Provider shall return Consigned Items to Company if any when requested, at Company’s cost. Provider may at the request of Company maintain, repair, calibrate, or upgrade Consigned Items as appropriate. Company will pay for any such services on a time and materials basis. Labor charges will be billed at Provider’s then current billing rate. Replacement parts for test equipment will be charged at Provider’s cost plus fifteen (15) percent. If Company requests the return of any Consigned Items from Provider and the return of such Consigned Items prevents Provider from providing Products or warranty service to Company, then Provider shall be relieved of such obligations.

     3.4 Special Inventory. Provider may use Special Inventory Components in Products only upon prior written approval by Company. Special Inventory Components ordered without Company’s prior written approval are the sole responsibility of the Provider. Provider shall document all Special Inventory Components used in any Products and Provider shall submit such documentation to Company on a monthly basis, or as agreed to by Parties, and shall be included in the quarterly pricing reviews using a form agreed upon by the Parties, containing the minimum information requirements set forth in Exhibit C.

4 . Forecasting, Ordering, and Manufacture of Products

     4.1 Product Forecast. Company will provide to Provider a monthly, rolling twelve (12) month forecast for all Products. All forecasts are non-binding. Company reserves the right to modify any Forecast as necessary to support evolving business needs. All Forecasts are Confidential Information of Company.

     4.2 Lead Time. Each month, Provider will provide to Company a lead time report stating the Product Lead Time and Component Lead Time for all ordered Products. Provider agrees to only purchase Components to meet the Component Lead Time. Components ordered beyond the Component Lead Time without Company’s prior written approval are the sole responsibility of the Provider.

          (a)  Purchase Orders . From time to time during the Term, at its sole and exclusive option, Company may issue Purchase Orders to Provider for Products, which Provider shall fulfill if accepted by Provider. Subject to Provider’s compliance with its obligations under

this Agreement, Company shall use reasonable efforts to place Purchase Orders for the coming four (4) months on a thirty-day rolling basis or as mutually agreed by the Parties, but Company may decline to do so in its sole discretion. All Purchase Orders for Product by Company pursuant to this Agreement shall be subject to the terms and conditions set forth in this Agreement, unless agreed to in writing by both Parties. Proposed Purchase Orders shall specify the quantity of Product ordered and shall specify a requested shipment date and the delivery point(s) for such Product.

          (b)  Purchase Order Process . The Provider will respond with its acceptance or rejection of a Purchase Order upon submission if such Purchase Order materially conforms to this Agreement, including the applicable Forecast and Product and Component Lead Time. For all Purchase Orders which are not accepted, the Provider must advise Company in writing within five (5) Business Days of receipt that Provider cannot fulfill such Purchase Order or else it will be deemed accepted. If Company receives such notice within such time period, then Provider and Company shall work in good faith to agree on the terms of such Purchase Order which do not conform to the terms of this Agreement. Provider will use commercially reasonable efforts to accommodate Purchase Orders which do not so conform.

     4.3 Requirements . Provider shall manufacture the Product in accordance with the Requirements. Provider shall manage and be responsible for the supply chain process in the manufacture of Products.

     4.4 Change Orders. Any changes to Purchase Order must be reflected in a Change Order; provided, however that Company requests an (i) increase in the quantity of Products or (ii) reschedule of the quantity of Products, not to exceed one (1) reschedule per Purchase Order, and the respective shipment date for accepted Purchase Order and such requests shall conform to the table below.

     Further, Company may cancel, reschedule, or reduce any shipment due under any accepted Purchase Order, provided that written notice is provided to Provider at least ten (10) Business Days prior to the scheduled date of such shipment unless Product is already in transit; and provided further, that Company may modify delivery dates at any time. In the event of permanent cancellation of shipments under an accepted Purchase Order, cancellation shall be in accordance with Section 20.2 (“Termination for Convenience”).

     4.5 Engineering Changes .

          (a)  Change Requests . Company may request that Provider incorporate engineering changes into a Product by providing Provider with a description of the proposed engineering change. Provider agrees to respond to Company’s notice with an initial engineering change review within three (3) business days and provide a report of the potential impact on inventories, pricing, delivery schedules, and production within seven (7) business days. Provider will proceed with engineering changes when the Parties have agreed upon the changes to the specifications, delivery schedule, inventory disposition and Product pricing in a Change Order. Engineering change request process charges are part of Product Prices and, accordingly, Provider will not charge Company for such administrative related processing.

          (b)  Evaluation of Engineering Changes . If Company wants to further implement any engineering change, pursuant to Section 4.5a, the Parties will develop a schedule which specifies the responsibilities of each Party with respect to such proposed engineering change. Such schedule may involve producing such prototypes or evaluation samples and other appropriate information as the Parties agree.

          (c)  Engineering Change Order . If Company, in its sole discretion, requires Provider to implement an engineering change, then Company will issue to Provider a Change Order approving such change incorporating any additional costs or delays resulting from the engineering change order and describing the related action items.

          (d)  Treatment of Obsolete/End of Life Material . Upon receiving notice from Company of an engineering change order or order cancellation which results in any Product, Component or assembly becoming Obsolete or has reached end-of-life, Provider will, within a reasonable period after receiving such notice, provide Company with an analysis of Company’s liability to Provider for Components and materials acquired or scheduled to be acquired to manufacture such Product. Company’s liability shall include the price of finished Product and Provider’s costs, (including cancellation fees and charges), work in progress, and materials and Components on hand or on order within applicable lead-times. Not withstanding the foregoing, Company shall not pay profit for any materials and components on hand or on order rendered obsolete hereunder. Company shall pay landed cost and/or material overhead and profit for finish products and any work in process. Provider will use commercially reasonable efforts to assist Company in minimizing Company’s liability by taking the following steps;

     4.6 Electronic Industry Code of Conduct. Provider shall materially comply, unless prohibited or allowed by local law, to the Electronic Industry Code of Conduct as provided in Exhibit D, as may be updated from time to time by Company.

     4.7 Security . Provider shall manufacture Products in a secure facility where access is controlled, only authorized Provider employees can enter, visitors are escorted at all times, and security is otherwise ensured.

5. Shipment of Products

     5.1 Shipments and Delivery. All Purchase Orders will be shipped in accordance with the accepted Purchase Order Schedule. Provider will give Company prompt notice if Provider anticipates that it cannot meet a delivery date for all or any part of the Products. If a partial shipment is acceptable to Company, Provider will ship the available Products. Except as otherwise specified in a Purchase Order, on time delivery, (“OTD”) means zero (0) days late through three (3) Business Days early for the applicable delivery date set forth in such a Purchase Order.

     5.2 Performance Incentive. Provider performance is defined as: (i) OTD to Provider’s commit date by a quantity greater than ninety eight percent (98%) and (ii) ninety nine point seven percent (99.7%) quality as measured in RMA relative to ship quantity in same period. Unacceptable Provider performance is defined as OTD to Provider’s commit by quantity of ninety percent (90%) or lower or ninety eight percent (98%) or lower as measured in RMA quantity where the defects must be within Provider’s control and measured to the applicable IPC standard required in the Specifications relative to ship quantity in same period. If Provider’s performance reaches unacceptable status due to factors within Provider’s control in a month, then Provider agrees to provide a discount of a half percent (1/2%) on the Price. Products and such discount shall be applied on the Products shipped in the following month. Provider agrees to increase the discount by one percent (1%) for each consecutive month where Provider’s performance remains in the unacceptable level with a maximum of a three percent (3%) discount. If Provider’s performance exceeds the required level in any one month, then Company agrees to pay a half percent (1/2%) bonus on the Price of such units shipped in the following month. This Section 5.2 will not apply during the Interim Period.

     5.3 Packaging Instructions. Products that are shipped by Provider shall be packaged in accordance with standard ETSI EN 300 019-2-2 and/or as specified by Company in the Requirements and/or Specifications at no additional charge to Company. Provider is solely responsible for damage to Products resulting from Provider’s negligent packaging. Company shall pay the reasonable and actual additional expenses resulting from Company’s request for special packaging, handling, routing or shipping, except when special shipping is required to expedite delivery delayed solely due to reasons within the control of Provider. Unless instructed otherwise by Company, Provider shall (i) ship complete orders of fully assembled Products; (ii) ensure that all packages and documents conspicuously bear the Agreement and applicable Purchase Order number; and (iii) include a packing slip with each shipment identifying company part number and quantity of Products shipped; (iv) documents the date of shipment; (vi) country of origin; and (vii) bear such other information as is required under Applicable Law.

     5.4 Freight Terms; Title and Risk of Loss. All shipments shall be Delivered Duty Paid (DDP) to Company’s location in Calabasas, CA USA, INCOTERMS 2000. Title to and risk of loss for all Products sold by Provider to Company shall pass to Company upon delivery of the Products by Provider to the named place of destination, and in all cases risk of loss or damage to any such Products in transit, to the named place of destination without regard to the person designated as consignee, shall fall upon Provider, whose responsibility it shall be to file claims with the carrier. Provider shall meet the Schedule for all Product shipments. For any deliveries delayed five (5) days beyond Schedule due to reasons within Provider’s control, Company may require, and Provider hereby agrees to pay for, air shipment on an expedited basis.

     5.5 Importer of Record . Provider shall serve as the Product’s “Importer of Record”, for United States Customs (“Customs”) purposes, subject to the terms of Section 19.3. Company shall provide the Harmonized Tariff Schedule (“HTS”) classification numbers and the Export Control Classification Numbers (“ECCN”) necessary for Provider to complete the applicable Customs documents relating to the Products designed by Ixia. In preparing and submitting Customs entries, import declarations, applications, documentation and/or import data to the United States and/or a third party, Provider shall rely on the correctness of the HTS numbers and ECCNs, whether in written or electronic format, furnished by Company. Provider will, however, offer reasonable assistance to Company in regards to determination of these HTS numbers and ECCNs.

     5.6 Damage to Units/Replacement of Damaged Units. If Product arrives at the delivery point damaged, Company shall promptly notify Provider through Provider’s Return Material Authorization process. Provider shall confirm receipt of notice within twenty-four (24) hours. Repair or replacement of the Product shall be under Provider’s warranty, as provided for in this Agreement, or on a time and material basis, as applicable.

6. Testing and Inspections

     6.1 Facility Inspection . Company and its duly authorized Representatives shall have the right, during normal business hours and upon reasonable prior notice to and consent of Provider which Provider will not reasonable withhold, to inspect all facilities utilized by Provider with the manufacture, storage or distribution of the Products and to examine the Products in the process of manufacture, to evaluate and ensure that the manufacturing methods, processes, and Product conform to the Requirements.

     6.2 Testing . Upon the completion of the manufacture of each product, Provider will ship Products which have been tested successfully according to such applicable test specifications as provided for in the Requirements.

     6.3 Final Inspection . Notwithstanding any prior inspection or payment by Company, all Products and Services shall be subject to final inspection by Company to verify the following conditions during the Warranty period: (a) the Products and/or Services conform to the Agreement and Requirements; and (b) the Services are consistently performed as required under the Agreement without significant failure or interruption. The foregoing conditions shall constitute warranted conditions that, to the extent found nonconforming, Provider shall be obligated to cure in accordance with the Warranty provisions in this Agreement. If any Products

and/or Services are determined by Company to be defective due to a Provider’s workmanship issue or not in conformance with the Agreement, Company will notify Provider. Provider shall promptly evaluate the non-conforming Products and report findings within seven (7) business days of receipt of the notification. Upon confirmation by Provider of the non-conformance due to a Provider workmanship issue, Provider shall repair or replace such Products at no cost to Company or, at Provider’s option, provide Company with a refund of the purchase price for such Products in exchange for the return of the Products. The cost of transportation of defective Products, which are subject to Provider’s warranty, from Company to Provider and of repaired or replacement Products from Provider to Company shall be borne by Provider. The cost of shipment for Products which are subsequently determined to be “no defect found” or not subject to the Provider’s warranty shall be refunded to Provider. Provider shall have the same warranty liability for Products which have been provided as replacements. The warranty period for such replacement Products shall begin on the date of Company’s receipt of the replacement Products. If Provider fails to report findings within seven (7) business days, Company, upon mutual agreement of the Parties, may accept such Products and/or Services instead of requiring Provider to cure such defect or nonconformity, in which case the Price shall be reduced as appropriate and equitable. Such adjustment shall be effected whether or not final payment has been made.

     6.4 Final Acceptance . Final acceptance or rejection of the Products and/or Services shall be made by Company after completion of all inspection and testing of the Product, notwithstanding the title transfer provisions of the delivery terms. No inspections or testing conducted by Company, or lack thereof, or any other approval shall in any way release, waive or limit Provider from any of Provider’s obligations under the Agreement.

7. Pricing

     7.1 Prices. The agreed upon Prices for Products will be set forth in accepted Purchase Orders. Any additional Products and/or Services will be agreed upon in good faith by the Parties. Provider shall not charge for, and Company shall have no obligation to pay any fees or expenses other than the Prices, including, without limitation, overtime or expedite charges unless such charges are not due to a Provider controlled delay and are requested by Company and agreed to by Provider.

     7.2 Quarterly Price Reviews. Provider and Company shall meet during each Company fiscal quarter to review Prices of each Product and determine if any Price adjustment is required. The previous quarters Prices will be increased or decreased to reflect changes to the costs of the Products and/or Services. Provider agrees to target quarterly cost reductions of not less than three percent (3%) of the overall Company spend with Provider each quarter. Any cost reductions initiated by Company will not necessarily count towards Provider’s 3% quarterly cost reduction. Provider agrees to provide updated Prices thirty (30) days before the end of each quarter that reflect the quarterly Product Price reduction. If the Provider cannot achieve the required cost reduction in any one quarter, the Provider must present the Costed BOM(s) and other relevant material with explanations as to why the cost reduction cannot be achieved in that quarter to the Company thirty (30) days before the end of the quarter. Any Price

adjustments or inventory revaluation shall be mutually agreed to by the Parties and implemented in the next quarter.

     7.3 Best Price. Provider represents and warrants the Prices charged to Company for any Product or Service will always be Provider’s best price to support the same scope, Product, level of business, terms, complexity, supply model and turn level, and services performed. If Provider sells any Product or Service that can be determined to be the same scope, Product, level of business, terms, complexity, supply model and turn level, and service performed, to any customer at a price that is lower than the applicable Price, the Price will be immediately reduced to the lower price retroactively to the Effective Date. Such lower Price will also apply to all outstanding and future invoices for such Products or Services

     7.4 Rebates. Provider shall disclose to Company all rebates it receives from its suppliers specific to the Services provided hereunder.

     7.5 Performance Suspension. In the event the Parties have a material dispute in regards to a Party’s obligations under this Agreement, a Party shall provide written notice to the other Party of the nature of the dispute and a plan to resolve such dispute. The Party receiving this notice shall have thirty (30) days to either resolve the dispute or enter into good faith discussions with the sending party. If the material dispute has not been cured upon the expiration of the thirty (30) day notice period, the sending party may suspend performance of its obligations under this Agreement until such time as the dispute is resolved.

8 . Payment Terms and Procedures

     8.1 Invoices. Provider shall submit for payment a written invoice after delivery of, Products or Services to Company. Provider shall submit such invoice for payment to the following address:

Ixia
Accounts Payable
26601 W. Agoura Road
Calabasas, CA 91302

Each invoice shall contain information, including, at a minimum, the following information:

Purchase Order numbers;

Part Number and revision level;

Packing slip numbers related to invoiced shipments;

Percent of total Purchase Order completed, assuming that no more than one type of Product is on a Purchase Order;

A statement asserting that all Prices are inclusive of applicable taxes unless otherwise provided for in the Agreement.

Country of Origin

     Amounts listed in an invoice shall specify the amounts in US currency. Company may require additional information for any amounts stated on an invoice, including without limitation evidence that all parties furnishing labor or materials to Provider in connection with the performance of Provider’s obligations hereunder have been paid. Provider shall respond to Company’s request for additional information in connection with an invoice promptly, but in no event any later than five (5) Business Days after delivery of Company’s request thereof; provided, however, if Provider reasonably requires additional time to respond to Company’s request for information, Provider may request Company to agree to an extension of the above deadline.

     If Company disputes an amount stated in an invoice, Company will notify Provider in writing of the dispute and the basis thereof. Upon receipt of such notification, Provider shall submit a revised invoice stating only undisputed amounts. Upon resolution of disputed amounts, Provider shall submit an invoice pursuant to this Section for the amounts that the Parties mutually agree are no longer in dispute. Following receipt of an invoice stating only undisputed amounts (“Correct Invoice”), Company will pay Provider such amounts in accordance with this Section. Payment by Company does not constitute acceptance of the Provider’s performance hereunder or an admission of liability. All payment terms shall be net thirty (30) after the date of such Correct Invoice and payment shall be made via wire transfer or other electronic payment. Company shall have no obligation to pay Provider any amounts stated on an invoice other than a Correct Invoice. The credit limit provided to the Company shall be at such an amount that it does not reduce the payment terms stated above.

9. Warranties

     9.1 Product and Service Warranties. Provider warrants that the Products and Services supplied to Company pursuant to this Agreement shall conform to the Requirements during the Warranty period. Although Company reserves the rights to change Requirements from time to time Provider warrants that at no time will it ship Product that does not comply with the Requirements in place at the time of shipment. Provider further warrants all Products to be free from defects in workmanship (i.e., manufactured in accordance with the Standard of Care and Workmanship) for a period of eighteen (18) months from the date of receipt of the Products by Company. With respect to Components and/or materials, Provider will assign to Company any assignable Component and/or material warranties received from the supplier thereof. If Components and/or materials are returned under a supplier’s warranty, Provider will, on Company’s behalf and without additional charge, manage the return of any such Components and/or materials to the supplier thereof for repair, replacement, or reimbursement. If any unit of such Product should prove to be defective and if Company shall have so notified Provider, specifying in such notice the alleged defects and/or failures, then Company shall return the allegedly defective Product to Provider upon the receipt of a return material authorization (“RMA”) number from Provider as further described in Section 10. Provider shall promptly

evaluate the defective samples and make best efforts to report findings within ten (10) days of receipt of the Product. Upon confirmation by Provider of the workmanship defect, Provider shall, at its discretion, repair or replace such Products at no cost to Company or upon mutual agreement of the Party’s provide Company with a refund of the purchase Price for such Products in exchange for the return of the Products. The cost of transportation of defective Products from Company to Provider and of repaired or replaced Products from Provider to Company shall be borne by Provider. Provider shall have the same warranty liability and obligations for Products which have been provided as replacements. The warranty period for such replacement Products shall be the remainder of the original warranty as of the date the Product was originally shipped to Provider or ninety (90) days which ever is longer. The above warranty will not apply to any Product (i) which has been altered, except by Provider or with Provider’s consent, or (ii) which have been subjected to abuse or improper maintenance, or negligence. For purposes of clarity, the above warranty does not apply to defects in materials, defects in design and software.

     9.2 Additional Warranties . Provider represents and warrants that: (i) it has the right to enter into this Agreement and to bind itself with respect to its obligations hereunder; (ii) it is under no obligation or restriction, nor will it assume any such obligation or restriction, that does or would in any way interfere or conflict with, or that does or would present a conflict of interest concerning the performance to be rendered by Provider or the rights granted Company hereunder; (iii) it shall, in the performance of its obligations under this Agreement, comply with all Applicable Laws (including but not limited to obtaining any and all government approvals, permits or licenses in connection with the performance of its obligations under this Agreement); (iv) Provider shall not, directly or indirectly, in the name of, on behalf of, or for the benefit of Company offer, promise, or authorize to pay, or pay any compensation, or give anything of value to, any official, agent, or employee of any government or governmental agency, or to any political party or officer, employee, or agency thereof, or any candidate for political office; (vi); and (vii) it shall require each of its directors, officers, employees, and agents to comply with the provisions of the Foreign Corrupt Practices Act of 1977 (FCPA) of the United States, 15 U.S.C. § 78dd-1 et. seq. Any breach of this section shall entitle Company to terminate this Agreement effective immediately upon written notice to Provider. Provider shall promptly notify Company of the occurrence of any event that would or may result in any breach of any of the foregoing representations or warranties.

10. Product Return Processes

     10.1 Return Materials Authorization. Products returned by Company to Provider must be accompanied by a RMA number. Provider will supply an RMA number within two (2) Business Days of receipt of the Company’s part numbers and the serial numbers for the Products to be returned.

     10.2 Return Charges. All Products returned by Company to Provider in accordance with Section 9 and all replacement or repaired Products shipped by Provider to Company to replace such returned Products, will be at such Provider’s risk and expense. Company will issue debit memo to Provider referencing the RMA number. Any Products returned to Provider under Section 9 herein which are determined to be “no defect found” or not subject to Provider’s

warranty shall be at the risk and expense of Company. Provider shall provide to Company a written quote for the evaluation cost associated with the no defect found Product. Company shall, within thirty (30) days of receipt of Provider’s invoice, remit payment for the shipping and evaluation costs related to the Products.

     10.3 Committed Repair Time. Provider will repair or replace each Product that does not conform to the Requirements pursuant to Provider’s Warranty within five (5) Business Days (the “Committed Repair Time”). Such five (5) day period shall start on the day the Provider receives the non-conforming Product and exclude any transit time. Company shall return defective Products within a reasonable timeframe of receipt.

THE FOREGOING CONSTITUTES COMPANY’S SOLE REMEDIES AGAINST PROVIDER FOR BREACH OF WARRANTY CLAIMS. EXCEPT AS PROVIDED IN THIS SECTION, PROVIDER MAKES NO WARRANTIES WITH RESPECT TO THE PRODUCTS OR ITS SERVICES HEREUNDER, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES RESPECTING NONINFRINGEMENT, OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR ANY IMPLIED WARRANTIES ARISING FROM A COURSE OF PERFORMANCE, A COURSE OF DEALING, OR TRADE USAGE.

     10.4 Duty To Remove Company Marks or Destroy Returned Products. Provider shall not sell, transfer, distribute or otherwise convey any Component (including Components relating to any terminated or discontinued item), product, or service bearing or incorporating Company trademarks, part numbers or other Company identifiers, including any Company packaging, copyrighted material or code, to any person or entity, other than Company. Provider will remove from all rejected, returned or un-purchased Components and Products any such Company Marks or Company identifiers, even if such removal requires destruction of the Components or Products. Upon Company’s request, Provider will provide a certificate of destruction authorized by an officer of Company.

11. Epidemic Failures and Product Recalls

     11.1 Definitions of Epidemic Failures and Product Recall. An “Epidemic Failure” means that the rate of failures in a particular Product (or series or family of Products) exceeds ten percent (10%) of the Products delivered by Provider over a consecutive three (3) month period and due to the same root cause attributable to Provider’s workmanship (the “Epidemic Failure Rate”). A “Product Recall” is a systematic effort by Company to locate, in transit, in stock or in the field, Products and to repair or replace such Products.

     11.2 Epidemic Failure Remedies. If a Product exhibits an Epidemic Failure, Company may select any one or more of the following remedies at its discretion:

          (a)  Provider Analysis . Provider will provide Company, no later than seven (7) business days following discovery and/or acknowledgement by Provider of the Epidemic Failure, a root cause analysis and corrective action plan. Company will make available such information and assistance as are reasonably required to enable Provider to conduct its root cause analysis and provide its corrective action report. Once approved by Company, Provider will incorporate the corrective action in all future affected Products.

          (b)  Product Recall or Retrofit or Other Remedies . If Company determines that the Epidemic Failure necessitates a field stocking recall or customer based recall or retrofit, it may at its option elect to have the affected and potentially affected Products: (i) returned to Provider for repair or replacement under the terms of the Warranty in Section 9; or (ii) Provider shall send representatives to Company’s US site in order to conduct sorting and, if applicable, testing of the returned defective Products; or (iii) ship to Provider’s facility, at Provider’s expense, Products subject to the Epidemic Failure for testing, repair and/or replacement..

          (c)  Product Recall. Company may perform a Product Recall in order to: (a) remedy a breach of Provider’s warranties with respect to such Product; (b) comply with the law or other governmental requirements; (c) prevent or remedy any health or safety risk; or (d) maintain Company’s reputation for quality in the marketplace.

     11.3 Termination with Respect to Affected Products. To the extent Provider is liable for Epidemic Failure or Product Recall costs as set forth in Section 11, Company may terminate its Purchase Orders not yet fulfilled by Provider for Products affected by such Epidemic Failure or Product Recall.

     11.4 Epidemic Failure and Product Recall Costs.

          (a)  Provider Liability. Except as set forth below, all costs (including materials, labor, shipping and inventory replacement costs) arising from an Epidemic Failure or a Product Recall will be mutually agreed upon by both parties.

          (b)  Exclusions from Provider Liability . Provider is not liable for Epidemic Failure or Product Recall costs to the percentage extent that the cause of such Epidemic Failure or Product Recall is not due to Provider’s workmanship. In addition, Provider is not liable for such cost to the extent that the cause of Epidemic Failure or Product Recall is due to: (i) compliance with the related Requirements to the extent actually provided by Company, if all implementations thereof would result in such problem and the Provider was unaware of such problem; (ii) Consigned Items that are incorporated into the Products or used in the manufacture or testing of the Products and but for such incorporation or use there would not be an Epidemic Failure or Recall; or (iii) a change in the law or other governmental requirement after the date of manufacture.

12. Quality, Performance and Goals

     12.1 Quality Performance. Provider shall show evidence and perform within a certified quality system to ensure Product conformance to Specification requirements in conjunction with process certification(s) listed in Section 23. All services provided shall be in accordance with the latest versions of IPC/EIA J-STD-001, IPC-A-610 Class 2 (or other standard specified by Company and agreed to in writing by Provider). Provider shall have system(s) in place that can provide lot code trace ability to component level for all assemblies and sub-assemblies.

     12.2 Performance Goals. Performance goals for the metrics utilized shall be mutually agreed to by the Parties in writing prior to the first shipment of each Product. Provider and

Company shall work together to endeavor to continually improve their performance against the goals and targets.

     12.3 Quality Review and Continuous Improvement Meetings. Provider agrees to provide monthly reporting of performance metrics to Company. The list of metrics and reports are listed in Exhibit C, Metrics and Reporting. Provider and Company agree to meet quarterly for a Quarterly Business Review (“QBR”), as described on such Exhibit. Provider and Company will agree to the performance metrics and information to be presented at the QBRs by each Party. Action items and status to completion will be reviewed at each meeting.

     12.4 Corrective Action. Within two (2) business days of request by Company, Provider will provide Company with a completed Supplier Corrective Action Request Form as identified in Exhibit B.

13. Discontinuance and Manufacturing Rights

     Company may elect to discontinue any of its Products at any time in its sole discretion. If Company elects to place a final Purchase Order for such Product, the Provider, upon agreeing to the Purchase Order, will satisfy such Purchase Order according to this Agreement. After all Purchase Orders for such Product are filled, the Provider will conduct a prompt and orderly shutdown of the Product production. Such shutdown will include the return to Company all Company property used in connection with the production of such Product. However, the discontinuance of a Product shall not affect a Provider’s obligation to provide Services for such Product unless the return of any Company property prevents Provider from providing Products or warranty service to Company, then Provider shall be relieved of such obligations.

14. Audits

     14.1 Financial Condition. Company may review Provider’s financial condition quarterly. Provider will make available to Company within a reasonable period of time, not to exceed ten (10) days, any financials generally made known to the public. If the financial condition of Provider materially and adversely changes from its financial condition as of the Effective Date, then Company may request reasonable assurance of future performance.

     14.2 Procedural Audit. Upon five (5) Business Days’ prior written notice and during Provider’s ordinary business hours and subject to Provider’s consent which will not be unreasonable withheld, Company shall have the right to audit Provider’s operational processes and procedures in connection with Services provided. Provider shall work with Compan