MANUFACTURING SERVICES AGREEMENT

Exhibit 10.3

MANUFACTURING SERVICES AGREEMENT

BETWEEN

JABIL CIRCUIT, INC.

AND

ZEBRA TECHNOLOGIES CORPORATION

May 30, 2007

Table of Contents

-2-

-3-

-4-

-5-

-6-

EXHIBITS

-7-

MANUFACTURING SERVICES AGREEMENT

This MANUFACTURING SERVICES AGREEMENT (this “ Agreement ”) is made this 30th day of May, 2007 (“ Effective Date ”) by and between JABIL CIRCUIT, INC. , a Delaware corporation, having a principal place of business at 10560 Dr. Martin Luther King, Jr. Street, North St. Petersburg, Florida 33716, on behalf of itself and its Affiliates (“ Manufacturer ”), and ZEBRA TECHNOLOGIES CORPORATION , having a principal place of business at 333 Corporate Woods Parkway, Vernon Hills, Illinois 60061 (“ Zebra ”). Zebra and Manufacturer are, collectively, referred to herein as the “ parties ,” or individually as a “ party .”

A. WHEREAS, Zebra is in the business of designing, developing, manufacturing, distributing, marketing and selling printers, including thermal bar code label and receipt printers, card printers, photo quality thermal dye transfer printers, RFID smart label printers/encoders, label design and integration software, supplies, accessories and certain related products;

B. WHEREAS, Manufacturer is in the business of providing comprehensive design, development, manufacturing, testing, configuring, assembling, packaging, shipping and product management services of electronics components, assemblies and systems;

C. WHEREAS, Zebra desires to purchase certain products from Manufacturer, including PCBAs and Box Builds, and Manufacturer desires to manufacture and sell such products to Zebra, on the terms and conditions set forth in this Agreement; and

D. WHEREAS, Zebra may, from time to time, desire Manufacturer to provide engineering, design or other services related to products under this Agreement, which services will be addressed as set forth in Section 2.1 .

NOW THEREFORE, in consideration of foregoing and the other promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manufacturer and Zebra hereby agree and covenant as follows.

Article I.

General Terms And Conditions

-8-

-9-

a. Appointment of Project Team . Each party shall initially designate the following personnel with respect to this Agreement: (i) a relationship manager that is a member of its business unit management staff (each a “ Relationship Manager ”); (ii) a technical contact that is a member of its engineering or product development staff (each a “ Technical Manager ”); and (iii) a quality manager that is a member of its quality management staff (each a “ Quality Manager ”). Zebra’s Relationship Manager shall be Zebra’s Commodity Manager, its Technical Manager shall be Zebra’s Director of Manufacturing Engineering and its Quality Manager shall be Zebra’s Director of Operational Quality. Manufacturer’s Relationship Manager shall be Manufacturer’s Business Unit Director, its Technical Manager shall be Manufacturer’s Business Unit Manager and its Quality Manager shall be Manufacturer’s Quality Manager. Each party may change any of such personnel upon notice to the other party.

b. Duties of Project Team . The Relationship Managers, Technical Managers and Quality Managers shall form the project management team (“ Project Team ”) and shall meet in person or by phone:

-10-

The Project Team shall attempt to achieve a timely resolution of any issues or potential issues related to this Agreement before such issues escalate into a Dispute between the parties; provided that, any amendments to this Agreement shall only be made in accordance with Section 9.19 . Any Dispute arising out of or relating to this Agreement shall be resolved solely in accordance with the procedures specified in Section 9.5 .

Article II.

Engineering Services; Intellectual Property

a. Value Engineering Services; DFX Analysis . On an on-going basis during the Term, using normal workcell resources, Manufacturer shall provide value engineering services and DFX Analysis with respect to existing Products, upon Zebra’s request pursuant to the COR/COA process in Section 3.12 and/or the SOW process in Section 2.2 , at no cost to Zebra.

b. Product Design Services . Prior to Manufacturer performing any product design services for Zebra for new Products, the terms and conditions of such services shall be set forth in a mutually agreed upon design services agreement to be negotiated by the parties in good faith; provided that, nothing herein shall obligate either party to enter into any such agreement. If Manufacturer develops a new product for Zebra then, upon Zebra’s request, this Agreement shall be amended to update Exhibit A to add such product to the Products to be manufactured by Manufacturer for Zebra.

c. Prototype and Pilot Run Pricing . Prototypes of Products shall be accommodated by Manufacturer in the selected production plant unless the parties otherwise agree. Prototype pricing shall be agreed by the parties prior to Manufacturer manufacturing the initial prototype. Pilot runs of Products shall be priced at production pricing.

-11-

a. Ownership of Zebra Technology . As between Manufacturer and Zebra, Zebra shall own all right, title and interest in and to all Zebra Technology. Manufacturer and/or Manufacturer’s personnel shall promptly and fully disclose to Zebra all Zebra Technology developed by Manufacturer under this Agreement.

b. Assignment of Zebra Technology . Manufacturer hereby assigns, and agrees to assign, and to cause its employees to assign, to Zebra, all right, title and interest in the Zebra Technology. In addition, all copyrights and copyrightable works included in the Zebra Technology shall be deemed works made for hire pursuant to United States copyright law and/or similar laws of other jurisdictions, and owned by Zebra from the moment of creation. For the avoidance of doubt, to the extent that any copyright or copyrightable work is deemed not to be a work made for hire, then such copyright or copyrightable work shall be included in the foregoing assignment. Manufacturer hereby agrees to take (and to cause its employee to take) such further action, at Zebra’s cost, as reasonably necessary to establish and perfect Zebra’s rights in the Zebra Technology, including by executing assignment documents, filings with patent offices, affidavits, declarations and powers of attorney as reasonably requested by Zebra. Manufacturer hereby represents, warrants and covenants to Zebra that (a) with respect to employees employed in the United States, it has and shall have, and (b) with respect to employees employed outside the United States, it shall use commercially reasonable efforts to have, written agreements with its employees containing valid and enforceable assignments of all Technology (and Intellectual Property Rights embodied therein) that is discovered, made, created, designed, developed or reduced to practice by or on behalf of each such employee (either alone or jointly with others) during the scope of his or her work for Manufacturer.

c. Limited License to Zebra Technology . Zebra hereby grants to Manufacturer a limited, non-exclusive, non-transferable license during the Term of this Agreement to use the Zebra Technology solely as necessary to manufacture Products for Zebra. Such license shall immediately terminate, and Manufacturer shall immediately cease to use the Zebra Technology, upon termination of this Agreement with respect to any Product or upon

-12-

expiration or termination of this Agreement as a whole, or upon Zebra’s earlier notification.

d. Zebra Covenant . During and after the Term, Zebra shall neither assert, nor transfer to another a right to assert, against Manufacturer or any of its Affiliates, or dealers or customers or suppliers thereof, any Intellectual Property Right of Zebra that is applicable or relates to any Reusable Technology licensed to Manufacturer or any of its Affiliates in the course of Zebra’s activity hereunder

a. Ownership of Manufacturer Technology . As between Manufacturer and Zebra, Manufacturer shall own all right, title and interest in and to Manufacturer Technology.

b. Restrictions on the Use of Manufacturer Technology in Products . Manufacturer shall ensure that none of the Products may embody or incorporate any Manufacturer Technology except (i) the Reusable Technology, (ii) immaterial Manufacturer Technology, and (iii) material Manufacturer Technology particularly identified to Zebra and for which Zebra has given its express prior approval. With regards to this Section 2.4b , Manufacturer Technology shall be considered “ material ” if such Technology is protected by registration or asserted as a trade secret, otherwise such Technology shall be considered immaterial.

c. License to Manufacturer Technology . Manufacturer hereby unconditionally grants to Zebra a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, fully-transferable license, with the right to grant sublicenses through multiple levels of sublicensees, under any and all Manufacturer Technology, only insofar as is required for Zebra to use, sell, offer to sell, distribute, reproduce, make or have made the same or similar models of the Products and derivatives of the Products; provided however, that no license to manufacturing processes and/or manufacturing process improvements shall be granted hereunder except to the extent such processes or process improvements are incorporated into the Specifications.

d. Manufacturer Rebuild License . Manufacturer hereby unconditionally and irrevocably grants to Zebra a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, fully-transferable license, with the right to grant sublicenses through multiple levels of sublicensees, under any and all Manufacturer Technology, to rebuild and have rebuilt the Products.

e. Transition Services Plan . Upon termination of this Agreement as to any Product, the parties shall negotiate a transition services plan, to be set forth in an SOW, for an efficient transition of the manufacture of the Product to an alternate manufacturing source.

f. Manufacturer Process Adaptation and Documentation . Manufacturer shall initially retain all right, title and ownership to any Manufacturer Process Adaptation and

-13-

Documentation that is prepared as part of the Services. Upon full payment of Transition

Service Fees, (i) Manufacturer hereby assigns, and agrees to assign, to Zebra all right, title and interest in and to the Manufacturer Process Adaptation and Documentation, (ii) Zebra shall grant to Manufacturer a worldwide, non-exclusive, fully paid-up, royalty-free right and license in and to the Manufacturer Process Adaptation and Documentation to the extent that the same is deemed applicable to Reusable Technology, and (iii) Manufacturer shall collect and deliver to the Zebra Technical Manager any documentation provided by Zebra or obtained or created by Manufacturer on Zebra’s behalf, (including specifications, drawings and blueprints for tooling, equipment, fixtures and molds).

a. Assigned or Licensed Technology . During and after the Term, Manufacturer shall neither assert nor transfer to another a right to assert against Zebra or any of its Affiliates, or dealers or customers or suppliers thereof, any Intellectual Property Right of Manufacturer that is applicable or relates to any Intellectual Property Right licensed or transferred to Zebra or any of Zebra’s Affiliates in the course of Manufacturer’s activity hereunder.

b. Non-Assignable Zebra Technology . Manufacturer hereby (i) unconditionally and irrevocably waives the enforcement of all Non-Assignable Zebra Technology and all causes of action of any kind against Zebra, its Affiliates, and its and their customers, successors and assigns, with respect to such Zebra Technology, and (ii) unconditionally grants to Zebra an exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, fully-transferable license, with the right to grant sublicenses through multiple levels of sublicensees, under any and all Non-Assignable Zebra Technology, without any restrictions, for any and all uses, and in whatever medium or format (whether now known or hereafter existing), including (A) to reproduce, create derivative works of, distribute, publicly perform, publicly display, digitally transmit, and otherwise use the Non-Assignable Zebra Technology, in any medium or format, whether now known or hereafter discovered, (B) to use, make, have made, sell, offer to sell, import, and otherwise exploit any product or service based on, embodying, incorporating, or derived from any Non-Assignable Zebra Technology, and (C) to exercise any and all other present or future rights in or to Non-Assignable Zebra Technology.

a. Trademarks . Manufacturer shall have the right to use Zebra’s Trademarks during the Term solely in connection with the Products and solely as necessary to perform Manufacturer’s obligations under this Agreement to ship marked Product to Zebra or, at Zebra’s direction, to Zebra’s designee. Except as expressly authorized by the foregoing sentence, Manufacturer and Manufacturer’s Affiliates, agents and representatives shall not use the English or any translation of any of Zebra’s Trademarks or any Trademarks confusingly similar thereto. Manufacturer acknowledges that no right, title or interest in or to any such Trademark is conferred, assigned or transferred by virtue of this

-14-

Agreement or otherwise. Manufacturer may not use, adopt, register or attempt to register as a trademark any word, symbol or emblem that is identical or similar to any such Trademark, whether during the continuance of this Agreement or after its expiration or termination, howsoever arising. Manufacturer agrees to cooperate at Zebra’s expense with the registration of any new Trademark by Zebra to the extent such cooperation is reasonable and related to a Product.

b. Other Intellectual Property . Except as expressly set forth herein, nothing in this Agreement or the relationship between Zebra and Manufacturer shall grant to either party any rights to or interest in the other party’s Intellectual Property Rights or Confidential Information, and no implied licenses are granted by this Agreement. For the avoidance of doubt, Manufacturer shall not, during or after the Term: (i) copy, or willfully or negligently permit the copying, by any means any Product for which Zebra owns the tooling, equipment, fixtures, molds and/or design rights therefor; (ii) use, or willfully or negligently permit the use of, any tooling, equipment, fixtures, molds or design rights therefor owned by, or licensed to, Zebra for the benefit of any Person other than Zebra, or (iii) sell, transfer or otherwise dispose of any Product that incorporates any trademark, patentable invention, copyrighted work, industrial design or other Intellectual Property Right of Zebra or any of its Affiliates to any Person other than Zebra . All property now or hereafter owned by any party under the terms of this Agreement shall be returned to such party by, and at the cost and risk of loss of, the other immediately upon request therefor or upon expiration or termination of this Agreement.

Article III.

Manufacturing Services

-15-

a. Designated Facilities . Manufacturer shall manufacture the Products only at the Designated Facility and shall not change such facility, or product lines within such facility, unless by COA as provided in Section 3.12(ix) . Manufacturer shall operate all facilities for Products in accordance with United States generally accepted industry standards, including with respect to environmental conditions (e.g., plumbing and electrical lines and equipment, and heating, ventilating and air conditioning systems).

b. Line Down/Stop Ship . Manufacturer shall notify Zebra promptly (but in no event longer than twenty-four (24) hours) if any defect or other problem affects a significant portion of a Product line, and Zebra shall have the right to halt the affected Production Line from producing the Products and to issue a stop ship order on all affected Products. If any such condition occurs for any reason, then Manufacturer shall provide additional resources and escalation as needed to accelerate resolution of the problem and to rework affected Product. Manufacturer shall within twenty-four (24) hours of the occurrence of such condition provide Zebra with a report setting forth the status and location of all affected Materials and Products (e.g., finished goods, WIP, etc.).

c. Business Continuity Plan . The Manufacturer’s business continuity plan for the Services and Products (“ BCP ”) shall be attached as Exhibit E to this Agreement. Manufacturer and Zebra shall work together in good faith to promptly resolve any objections Zebra may have with respect to any component of the BCP. If the BCP attached in Exhibit E applies to a specific Designated Facility, then the BCP for each other Designated Facility shall consist of a similar document in similar detail with the same approach to business continuity. As any new Service(s) or Product(s) is added under this Agreement, the respective BCP will be updated to include such new Service(s) or Product(s) prior to the first purchase thereof hereunder. Each BCP shall at a minimum: (i) be designed to prevent any disruption in the supply of the Services and Products, notwithstanding the occurrence of any Force Majeure event or other failure; (ii) specify procedures and frequency of BCP plan testing; (iii) specify alternate facilities (subject to Zebra’s pre-approval) and how quickly they will be activated; (iv) specify priority rights of Zebra for BCP services from Manufacturer in the event of a broad-based failure; and (v) be consistent with current United States generally accepted industry standards, and shall be maintained and updated consistent with then-current United States generally accepted industry standards. If a problem should arise within such facility, or with any such Product line, that would adversely impact Manufacturer’s ability to manufacture any of the Products for Zebra, then Manufacturer shall promptly (but in no event longer than twenty-four (24) hours) notify Zebra in detail of such problem. If Zebra’s supply of the Products is affected or may reasonably be deemed to be threatened (whether by a Force Majeure event or otherwise), Manufacturer shall promptly implement the BCP with respect to the Services and Products. The occurrence of a crisis (including any Force

-16-

Majeure event) will not relieve Manufacturer of its obligation to implement the BCP and to provide disaster recovery services. If the Services and supply of Products are not restored within the period specified in the BCP, Zebra may terminate this Agreement, subject to the same cure period as provided in Section 8.2 .

a. Procurement of Unique Tooling . Manufacturer shall use any Unique Tooling specified by Zebra in writing to manufacture a Product or perform other Services for Zebra. Before beginning any work hereunder, Manufacturer shall promptly notify Zebra of (i) any Unique Tooling that Manufacturer will need to acquire or manufacture to meet Product or other Service requirements, and the cost thereof, and (ii) the cost to acquire or manufacture any Unique Tooling specified by Zebra. Within thirty (30) days after receipt of Manufacturer’s notification, Zebra shall notify Manufacturer either that (i) it is willing to incur the cost of such Unique Tooling or (ii) it is not willing to incur the cost of such Unique Tooling. If Zebra notifies Manufacturer that it is unwilling to incur such cost, then Manufacturer shall not proceed with the Services for which such Unique Tooling is required. If Zebra notifies Manufacturer that it is willing to incur the costs of such Unique Tooling, then Zebra shall also indicate whether (i) it will provide such Unique Tooling to Manufacturer, or (ii) that it will not provide such Unique Tooling, in which case Manufacturer shall acquire or manufacture such Unique Tooling and Zebra shall reimburse Manufacturer for the cost thereof as provided in Section 5.3 , unless the parties agree in writing that the cost of such Unique Tooling will be included in the price of the affected Product or Service. If Manufacturer purchases Unique Tooling at Zebra’s request and Zebra chooses to include the cost of such Unique Tooling in the price of the affected Product, Zebra will reimburse Manufacturer for any costs not yet recovered through purchases where such shortfall results from Zebra’s failure to purchase the requisite quantity of affected Products or upon termination of this Agreement. To the extent that Unique Tooling must be procured from third parties, unless Zebra notifies Manufacturer that Zebra will procure such Unique Tooling, Manufacturer agrees to be responsible for handling such procurement from the third party designated by Zebra. Upon payment by Zebra for Unique Tooling or, if acquired by Zebra, upon Zebra’s request, Manufacturer shall promptly provide Zebra with the Specifications, drawings and blueprints for all Unique Tooling, whether provided by Zebra or Manufacturer.

b. Ownership and Maintenance of Tooling . Manufacturer shall own all tooling, equipment, fixtures and molds not provided or paid for, directly or indirectly, by Zebra (including all such materials included in thenon-depreciable costs for which Manufacturer is responsible pursuant to Section  3.6 ). Manufacturer shall at its cost take all such maintenance and repair actions as are required to ensure that all tooling, equipment, fixtures and molds used by Manufacturer for the Products and components (whether owned by Zebra or Manufacturer) are and remain capable of producing components and/or finished Products that meet the Specifications. In the event that any tool, equipment, fixture or mold used for the manufacture of the Products is damaged, lost or destroyed during the Term of this Agreement, Manufacturer shall promptly repair or

-17-

replace such tool, equipment or mold at its sole cost. For any tool, equipment, fixture or mold that Zebra pays for through adjustments in the Product pricing (“ Amortized Tooling ”), if it must be replaced due to normal wear and tear or at the end of its normal life, then Manufacturer shall pay for its replacement (and Zebra shall pay for such Amortized Tooling through adjustments in Product pricing) and Zebra shall pay for the remaining unpaid balance of the replaced Amortized Tooling. All substitutions, replacements and renewals made in or to any tool, equipment, fixture or mold shall be the property of the party that owned such tool, equipment, fixture or mold immediately prior to such substitution, replacement or renewal, free and clear of all Liens. Manufacturer shall create and maintain a maintenance checklist file for one hundred percent (100%) of the tooling used to manufacture the Products and shall distribute an updated list to Zebra quarterly.

-18-

a. Approved Materials and Vendors . Manufacturer shall use only the Materials specified in the Bill of Materials for a Product or Service to manufacture such Product or perform such Service and shall obtain all such Materials only from the vendor specified in the Approved Vendor List for the respective Materials. Zebra may add or remove vendors from the Approved Vendor List at any time upon notice to Manufacturer. Manufacturer may suggest the addition or removal of vendors from the Approved Vendor List at any time, but such changes to the Approved Vendor List shall only be made with Zebra’s prior approval. Manufacturer shall be responsible for qualifying new vendors for the Approved Vendor List for Materials for finished Products (but not for the finished Products themselves), according to procedures specified by Zebra in writing. Manufacturer shall provide a data package for all Materials with sufficient details for Zebra to qualify such Materials at the system level.

b. Manufacturer Direct Purchases .

c. Consignments . In the event that the parties determine that consignments of Materials are necessary or desirable, the parties will negotiate in good faith the transfer of such consigned Materials, including the amount of mark-up, if any, on such consigned Materials.

d. Materials Declaration . Zebra shall notify Manufacturer, in reasonable detail, with respect to each Product on Exhibit A as of the Effective Date, whether or not the Product is exempt from Materials Declaration Requirements. For Products that have been identified in writing to Manufacturer as subject to Materials Declaration Requirements, Manufacturer shall use commercially reasonable efforts to procure, or assist Zebra in procuring (if applicable), Materials that are compliant with Materials Declaration

-19-

Requirements. Upon Zebra’s request, Manufacturer shall use commercially reasonable efforts to collect documentation from suppliers on the Approved Vendor List as of the Effective Date, certifying compliance with Materials Declaration Requirements with respect to Materials, the form of which certification has been provided, or approved, by Zebra (“ Compliance Certification ”). For suppliers added to the Approved Vendor List after the Effective Date, Manufacturer shall obtain such Compliance Certification as part of the supplier qualification process pursuant to Section 3.8a . Upon Zebra’s request, Manufacturer shall promptly provide copies of all requested Compliance Certifications to Zebra. In the event that any supplier does not provide Compliance Certification, Manufacturer shall promptly notify Zebra and cooperate with Zebra to remove such supplier from the Approved Vendor List or take such other action that the parties mutually agree upon in writing. In addition, Manufacturer shall fully cooperate and render all necessary assistance to Zebra in its efforts to recover on any claims against any suppliers related to Materials Declaration Requirements. In the event that a supplier fails to provide a Compliance Certification, Manufacturer has notified Zebra of such failure and Zebra has notified Manufacturer that Zebra still chooses to accept Materials from such supplier, then Manufacturer shall bear no responsibility or liability for the lack of such Compliance Certification. Zebra understands and agrees that:

Notwithstanding anything to the contrary herein, if Zebra determines that any Materials received by Manufacturer for use in Products (whether directly from the supplier or in a rejected or returned Product) do not comply with Materials Declarations Requirements, then Zebra shall be entitled to the remedies provided in Section 7.2b .

-20-

e. Inbound Inspections . Manufacturer shall perform the inspection procedures set forth in Exhibit F (the “ Inspection Procedures ”) on all incoming Materials and shall not use any Materials that do not pass such inspection in any of the Products. Manufacturer shall not pass on any costs related to any such Materials to Zebra. If the Inspection Procedures apply to a specific Designated Facility, then the Inspection Procedures for each other Designated Facility shall consist of a similar document in similar detail with the same approach to Materials inspection.

f. Last Buys . Within fifteen (15) Business Days after the Effective Date, Manufacturer shall provide contact information for suppliers of Materials for the Products and shall promptly provide updated details to Zebra as such information changes. If Manufacturer becomes aware that a supplier plans to discontinue any Materials (by termination or otherwise), then Manufacturer shall promptly notify Zebra and work with Zebra to place a last-buy order sufficient for Zebra’s needs, it being understood that Manufacturer shall place such order and shall keep such Materials in Manufacturer’s inventory until consumed by Zebra. Zebra shall be responsible for inventory storage costs for that portion of the last-buy inventory that exceeds Zebra’s 90-day forecasted demand in the Weekly Forecast. Such cost shall be calculated in the same manner as for storage costs for Excess Inventory pursuant to Section 4.3a . Manufacturer shall work with Zebra to transition discontinued Materials to new Materials, including by performing a form, fit and function analysis, and comparison, of such Materials.

g. Initial Transfer of Materials to Manufacturer . During the initial transfer of a Product, Manufacturer shall not apply a mark-up to the Materials provided by Zebra.

-21-

a. Inventory Tracking . Manufacturer shall maintain the ability to trace individual Materials and Products via barcode, which barcode shall provide information necessary or useful for recalls, retrofits, field changes and root cause analysis (e.g., serial number, supplier, manufacture date, test history and repair history).

b. Inventory Reports . On a weekly basis during the Term, Manufacturer shall provide to Zebra (at Zebra’s option) reporting via online access to Manufacturer’s customer information system or in a file format meeting Zebra’s requirements a report setting forth as of the last business day of the prior week (a) clear to build for each Product, as well as all Products, (b) Materials inventory levels including those Materials identified to be used with the Products, (c) Materials on order quantities with expected delivery dates to Manufacturer, (d) WIP, (e) advanced shipping notices indicating both Materials and quantities thereof, (f) Materials details including costs and lead times, and (g) any Scrap not destroyed pursuant to S ection 3.10 , together with certification of the Scrap destroyed.

-22-

-23-

a. Samples . Manufacturer shall, upon Zebra’s request, send to Zebra such samples of each Product from Manufacturer’s then most recent production of such Product as the parties shall in good faith agree. Initial samples of a Product shall be provided to Zebra at no charge, and Zebra shall pay for all additional requested samples, other than samples requested in connection with a COA. All Products under this Section 3.14 shall be shipped in accordance with Section 4.5 .

b. Inspections . Manufacturer shall allow, and shall cause its vendors to allow, Zebra or its designee the right as reasonably requested (but not less than twice annually, and upon reasonable prior notice (but not greater than three (3) Business Days), to enter the manufacturing and storage facilities (including each Designated Facility and Approved Warehouse) of such Person during regular business hours to inspect and test the Products, WIP, tools, equipment, fixtures, molds and Materials in order to confirm their compliance with the Specifications and compliance with the terms of this Agreement, including performance under Quality Data and key performance indicators. Zebra shall conduct all test and inspections in a manner that avoids unreasonable interference with the operation of such Person’s business. Manufacturer shall make available, and shall cause such vendor to make available, an authorized representative of its organization to facilitate Zebra’s exercise of the foregoing inspection rights. Zebra’s testing and inspection shall not excuse or reduce Manufacturer’s duty to comply with the Specifications or product Warranty set forth in Section 7.2 .

-24-

Article IV.

Forecast, Release And Shipping Procedures

-25-

a. Open Purchase Order . Concurrently with submission of its first forecast, Zebra shall issue an open purchase order in the form of Zebra’s SDS contract (a form of which is attached hereto in Exhibit I ) to Manufacturer for each Product under this Agreement, which purchase order (a) shall remain open for one (1) year, at the end of which year Zebra will issue a new purchase order, (b) is issued solely for purposes of complying with Zebra’s internal account payable procedures for payments to Manufacturer, (c) shall contain the following statement on its face, “This Purchase Order is subject to the Manufacturing Services Agreement, dated May 30, 2007 between Zebra Technologies Corporation and Jabil Circuit, Inc.,” and (d) remains wholly subject to the provisions of this Agreement.

b. Releases. Manufacturer shall ship all Products on a first in, first out (i.e., “ FIFO ”) basis according to releases provided by Zebra (which Zebra may issue on a daily basis) against its open purchase order. Releases may be on Zebra’s standard form and shall specify the following (each, a “ Release ”): (i) name of each Product to be released, including model number and/or SKU and revision number (if applicable); (ii) the quantity of each such Product; (iii) shipping arrangements, including delivery destination; and (iv) delivery date. Releases shall be deemed accepted by Manufacturer upon receipt; provided that, Manufacturer shall have the right to reject a Release only if (i) such Release is, either individually, or in the aggregate, when compared against Zebra’s most recent forecast for the applicable period, outside the flexibility table below in Section 4.2c , (ii) the fees

-26-

reflected in the Release are inconsistent with the pricing set forth in Exhibit A , or (iii) such Release would extend Zebra’s credit beyond the credit line extended to Zebra by Manufacturer, which credit line shall not be unreasonably decreased by Manufacturer. Notwithstanding the foregoing, Manufacturer shall use commercially reasonable efforts to fulfill Releases that exceed the allowable quantity increase (per the flexibility table below in Section 4.2c ) over Zebra’s forecast, subject to the availability of Materials. Manufacturer shall notify Zebra of rejection of any such Release as soon as possible, but not later than one (1) Business Day after receipt thereof, unless the Release is rejected pursuant to the foregoing subsection (i), in which case, not later than three (3) Business Days after receipt thereof.

c. Flexibility of Forecasts and Releases. Manufacturer shall provide capacity and upside flexibility for each Product in accordance with the following:

[*** Redacted]

In the chart above, the Maximum Rescheduled Delivery Day indicates the number of days that Zebra may delay delivery of Products without incurring any additional obligation or liability for purchase of such Products. In the event the number of days for rescheduling a delivery day exceeds the parameters set forth above, with respect to the Products and Materials affected, Zebra at its option shall either purchase such Products and/or Unique Materials from Manufacturer or pay to Manufacturer storage charges for such Products and/or Unique Materials at rate equal to [*** Redacted] per month times the cost to purchase such Products and/or Unique Materials at the respective applicable cost set forth in Section 4.3a , 4.3b or 4.3c . The parties shall review on a quarterly basis Manufacturer’s capacity for Products.

d. Minimum Order Requirements . The parties shall agree on the minimum order quantities and minimum shipment quantities for Products.

a. Excess Inventory . The parties shall review Excess Inventory each calendar quarter at the Quarterly Business Review. Subject to the next succeeding sentence and the last sentence of this Section 4.3a , if Excess Inventory exceeds the amount of Materials that will be used to manufacture the aggregate total of Products to be purchased by Zebra over the following ninety (90) day horizon according to the Weekly Forecast for such period and such Excess Inventory remains in Manufacturer’s inventory for a period ending on the last day of the following calendar quarter, then at Zebra’s option (i) Zebra shall purchase such Excess Inventory at the following cost: (A) for Materials, at the Materials Costs; (B) for WIP [*** Redacted] and (C) for finished Products, the same pricing for which such Products were previously sold to Zebra prior to being deemed Excess Inventory; or (ii) Manufacturer shall store Excess Inventory and Zebra shall pay Manufacturer storage charges on a monthly basis for Excess Inventory at an amount equal to [*** Redacted] from Manufacturer at the respective cost set forth in the foregoing (A), (B) or (C), such charge going into effect on the first day of the calendar quarter following the calendar

-27-

quarter in which the Excess Inventory was recognized and ending at such time as Zebra either purchases the Excess Inventory or Manufacturer uses the Excess Inventory. Assuming Manufacturer has made all reasonable efforts to dispose of or otherwise mitigate the Excess Inventory, upon Manufacturer’s request, Zebra shall purchase, at the cost set forth in clause (i)  of the immediately preceding sentence, any Excess Inventory that Manufacturer has had on-hand for a period greater than one-hundred and eighty (180) days. [*** Redacted]

b. Obsolete Inventory . Zebra shall be required to buy Obsolete Inventory from Manufacturer, at the following costs: (i) for Unique Materials, at the Materials Costs; (ii) for WIP, [*** Redacted] and (iii) for finished Products, the same pricing for which such Products were previously sold to Zebra prior to being deemed Obsolete Inventory. The parties will review Obsolete Inventory on a monthly basis and Zebra will issue a purchase order for any Obsolete Inventory for such month. Manufacturer shall at all times use Commercially Reasonable Efforts to minimize Obsolete Inventory and to mitigate the costs of Obsolete Inventory.

c. Duty to Minimize . Manufacturer shall at all times take all reasonable measures (including those requested by Zebra) to minimize the amounts payable by Zebra pursuant to this Section 4.3 , including by canceling all applicable purchase orders for Materials and reducing Materials inventory through return for credit programs or allocating such Materials for other Products, alternate company programs, if applicable, or other customer orders. Zebra will provide reasonable cooperation to assist Manufacturer with respect to the foregoing.

d. Procedure . Manufacturer shall invoice Zebra for Excess Inventory and Obsolete Inventory according to the procedures provided in Section 5.3 . All Excess Inventory and Obsolete Inventory for which Zebra has paid shall be, at Zebra’s sole option and cost, promptly destroyed according to Zebra’s written instructions per Section 3.10 , or promptly shipped to the destination designated by Zebra in the same manner as the Products pursuant to Section 4.5 and delivered to Zebra without damage.

a. During Transfer Plan . Until the completion date of the Transfer Plan for a Product, Manufacturer shall ship the individual components, subassemblies and assemblies of such Product directly to the location specified in the Transfer Plan for testing and assembly by or on behalf of Zebra. Manufacturer shall ship such components to such location, to arrive by the delivery date specified in the Transfer Plan, but in no event earlier than five (5) Business Days before such date. Unless otherwise specified below, all Products shall

-28-

be shipped EXW the Designated Facility (INCOTERMS 2000) (except that additional or conflicting terms herein shall control over such Incoterms): (i) for Products manufactured in Mexico, DAF (INCOTERMS 2000) Nuevo Laredo, Mexico; (ii) for Products manufactured in Hungary, EXW (INCOTERMS 2000) Tiszjvaros, Hungary; and (iii) for Products manufactured in the People’s Republic of China, EXW Huangpu, China.

b. After Transfer Plan . From and after the completion date of the Transfer Plan for a Box Build, Manufacturer shall ship such Product to the Zebra receiving facility, reseller, distributor or end user designated in the corresponding Release, to arrive by the delivery date specified in such Release, but in no event earlier than five (5) Business Days before such date. From and after the completion date of the Transfer Plan for a component, subassembly or assembly of a Product, Manufacturer shall ship such Product to the Zebra receiving facility specified in the Transfer Plan, or such other facility as Zebra may specify in writing from time to time.

c. Shipping Costs . Shipping costs shall initially be paid by the party indicated in Exhibit A; provided that, if Manufacturer pays such shipping costs, then Manufacturer may pass such shipping costs on to Zebra without mark-up and shall invoice Zebra for such costs according to the procedure provided in Section 5.3 .

d. Deviations in Ship Dates . Manufacturer shall use best efforts to meet expedited delivery dates for Releases; provided that, Zebra pays all pre-approved and documented expedite fees, express freight charges and/or incremental overtime directly related to the accelerated delivery date. In the event a delivery date will be missed, Manufacturer shall notify Zebra as soon as possible, which notification shall in no way adversely affect Zebra’s remedies.

e. Marking, Packaging and Shipping Specifications. Zebra shall include in the Specifications for each Product, (i) any instructions for patent marking of such Product, and (ii) all instructions for packaging and shipping such Product (including which party shall arrange for insurance and carriage for the Product). Zebra shall have the right to unilaterally change the Specifications for marking, packaging and/or shipping any Product at any time upon reasonable notice to Manufacturer.

f. Title; Risk of Loss . In accordance with the applicable Incoterm in Section 4.5 a, title to, and risk of loss of, all Products shall occur when such Product is delivered to the destination designated in the corresponding Transfer Plan or Release.

g. Customs . Unless otherwise provided herein, all customs formalities shall be carried out consistent with the terms of sale. The Manufacturer is responsible for all exporting from the country of manufacture as well as importing into the country of manufacture required or occasioned by this Agreement. Except as provided herein, Zebra is responsible for importing into the country to which the Products are shipped by the Manufacturer pursuant to the shipping Specifications (and Manufacturer shall not be the importer of record therefor) and for exporting to the country of manufacture data and

-29-

other Zebra owned items. Each party, as appropriate, shall carry out all customs formalities and bear all of the costs and risks resulting therefrom, including paying the taxes, fees, costs and import duties. Each party, as appropriate, shall be responsible for obtaining any required import or export licenses necessary to ship data or Product, including certificates of origin, manufacturer’s affidavits, and U.S. Federal Communications Commission’s identifier, if applicable and any other licenses required under United States or foreign law. Each party, as appropriate, shall be the exporter or importer of record. The parties agree that neither shall export, re-export, resell or transfer, or otherwise ship or deliver any Product, assembly, component or any technical data or software which violates any export controls or limitations imposed by the United States or any other governmental authority, or to any country for which an export license or other governmental approval is required at the time of export, without first obtaining all necessary licenses and approvals and paying all duties and fees. Each party, as appropriate, shall provide the other with all licenses, certifications, approvals and authorizations in order to permit the other party to comply with all import and export laws, rules and regulations for the shipment and delivery of the Product as well as to obtain the most favorable treatment possible for the item. Zebra shall be responsible for complying with any legislation or regulations governing the importation of the Product into the country of destination and for payment of any duties thereon.

a. Inspection; Rejection . Notwithstanding anything herein to the contrary, Zebra shall have the right, but not the obligation, to (i) inspect all or part of each shipment of Products, (ii) sort conforming Products from Non-conforming Products, (iii) if any Non-conforming Products are identified, to inspect all Products from the affected lots and sort out Non-conforming Products and (iv) return at Manufacturer’s cost all Products from any shipments or lots containing Non-conforming Products, or only the Non-conforming Products. Zebra shall give notice to Manufacturer, specifying the grounds for rejection, within [*** Redacted] days after receipt of the relevant shipment of Products at the destination designated in the Transfer Plan or corresponding Release, after which time such Products shall be deemed accepted but subject to the preceding sentence and to the representations and warranties set forth in Sections 7.2 and 7.3 .

b. Replacement . With respect to Non-conforming Product other than a shipment of Product that is short against order, the procedure shall be as set forth in Section 7.2d .

c. Short Against Order . In the event that a shipment of Product is short against order, Manufacturer shall, within [*** Redacted] Business Days after notice, supplement such shipment with the additional Product required to fulfill the Release. If Manufacturer fails to provide the supplemental Product, Zebra may, in its sole discretion, pay the appropriate pro rata portion of the total invoice amount for such order in accordance with Section 5.3 .

-30-

a. Approved Warehouses . Except as contemplated by Section 4.5 or unless Zebra specifically requests in writing (including by Weekly Forecast or Release) that Product be delivered from inventory held by Manufacturer at an Approved Warehouse, all Product delivered under this Agreement shall be delivered directly to Zebra. Manufacturer shall maintain an Approved Warehouse for each of the following Zebra facilities: Camarillo, California, Vernon Hills, Illinois, Heerenveen, the Netherlands, Shanghai, People’s Republic of China, and any other major delivery locations agreed between Zebra and Manufacturer.

b. Approved Warehouse Procedures. Manufacturer shall: (i) ensure that Zebra may withdraw Products from the Approved Warehouse(s) as needed; (ii) retain title to Products until they are physically delivered to Zebra or its carrier following withdrawal from the Approved Warehouse(s); (iii) fully insure or require the Approved Warehouse(s) operator to fully insure all Products in transit to or stored at an Approved Warehouse against all risk of loss or damage until such time as Zebra takes title to them; (iv) arrange for and undertake to perform all activities to move the merchandise to the Approved Warehouse including customs formalities and being importer of record of the Products and (v) require that each Approved Warehouse operator take all steps necessary to protect all Products in an Approved Warehouse consistent with good commercial warehousing practice. [*** Redacted] At Zebra’s discretion, Manufacturer shall either invoice Zebra on a monthly basis for the costs of storing the Products at an Approved Warehouse, which invoice shall be payable in accordance with Section 5.3 , or shall include such costs as a separate line item in the Product cost model set forth in Exhibit J . The pricing methodology for determining the exact storage cost shall be agreed by both parties prior to such charge becoming effective.

c. Inventory at Approved Warehouses . At each Quarterly Business Review, parties shall mutually agree on appropriate quantities of Products at each Approved Warehouse (the “ Stored Inventory ”). Manufacturer agrees to maintain the Stored Inventory at each Approved Warehouse. The parties acknowledge that, based upon the weekly expected quantities set forth in the Quarterly Forecast, three (3) weeks of Zebra’s expected quantities for Products constitutes the benchmark amount for the Stored Inventory. The parties shall work together to determine the appropriate inventory of a Product required for end of life of a Product. Manufacturer shall replenish the inventory at Approved Warehouses as necessary to ensure the required inventory of Products is on hand at all times.

Manufacturer shall provide Zebra weekly inventory management reports indicating the operation and activity of each Approved Warehouse with respect to prudent inventory practices. Manufacturer’s reports must include at a minimum:

-31-

Zebra and Manufacturer shall meet (including by telephone) periodically not less than weekly for an inventory pipeline assessment. At this meeting, inventory status at both Zebra and Manufacturer will be reviewed, along with any changes in Zebra demand.

Zebra may, on reasonable notice to Manufacturer, require stocking level verification or other similar activity to be implemented at each Approved Warehouse.

Manufacturer shall ensure that all Products held in the Approved Warehouse storage facility are delivered to meet Zebra’s production demand on a strict implementation of first-in-first-out (i.e., “ FIFO ”) inventory management practice and shall record the latest engineering revision level of the Products stored in the Approved Warehouse.

Upon receipt of each shipment of Products for an Approved Warehouse, Manufacturer shall cause such Products to be placed in segregated storage (“ Warehouse Products Storage ”) at the Approved Warehouse, partitioned or electronically marked in such a way that the Products may be readily distinguished from other inventory by physical inspection.

Promptly after each shipment of Products for an Approved Warehouse, Manufacturer shall furnish to Zebra and, if Zebra so requests, to a designated party at the Approved Warehouse storage location, a report setting forth at least the following: (a) Zebra’s Order Number; (b) Approved Warehouse storage destination; (c) origin location; (d) name of carrier and truck number or railcar number; (e) lot identification number of each lot, if applicable; (f) net weight of each lot; and (g) description and quantity of Products in each lot.

d. Performance at Approved Warehouses . Within fifteen (15) Business Days after implementation of a vendor managed inventory program, Manufacturer shall provide Zebra with all key performance indicators applicable to Manufacturer’s management of Product inventory at the Approved Warehouses and monitored by Manufacturer, which shall include all generally accepted United States industry standards (e.g., inventory value, inventory turns, fill rates) and which, when approved by Zebra as provided below, shall be appended as Exhibit K to this Agreement. If a new Product added to this Agreement requires special or additional key performance indicators, Exhibit K shall be amended to reflect the parties’ mutual agreement on such key performance indicators. Exhibit shall also include a mechanism for evaluating and scoring Manufacturer’s performance of the key performance indicators, consistent with generally accepted United States industry standards. Manufacturer shall monitor, evaluate and score its performance with respect to such key performance indicators and shall provide Zebra with a quarterly

-32-

report of such performance and discuss each such report with Zebra at the next Quarterly Business Review. Zebra shall have the right to terminate this Agreement for cause for Manufacturer’s failure to achieve the key performance indicators, as such right to terminate shall be further described in Exhibit K . Exhibit K shall be subject in its entirety to Zebra’s approval prior to appending to this Agreement, and Zebra may terminate this Agreement upon ten (10) Business Days notice if the parties are unable to reach agreement upon the terms of Exhibit K within fifteen (15) Business Days after implementation of a vendor managed inventory program .

Article V.

Pricing; Payments

a. Pricing Method .

b. Initial Price . The initial price for each Product shall be as set forth in Exhibit A in U.S. dollars.

c. Price Adjustments. [*** Redacted] the parties shall determine Product pricing [*** Redacted] . Prices shall [*** Redacted] . Without limiting the foregoing, the parties shall [*** Redacted] . All price adjustments of each Product shall [*** Redacted] . Exhibit A of this Agreement shall be updated [*** Redacted] by price sheet posted to Zebra’s FTP

-33-

site as necessary to adjust the price of each Product to account for changes expressly provided for in this Agreement. Neither party shall be [*** Redacted] .

a. Cost Model . The parties agree that Product costs shall be [*** Redacted] . Exhibit J sets forth [*** Redacted] .

b. Bill of Materials Review . Manufacturer shall [*** Redacted] provide Zebra with [*** Redacted] . It is the parties’ expectation and intent that [*** Redacted] . Manufacturer shall [*** Redacted] . For further clarification, an example [*** Redacted] is set forth in Exhibit N . In the event that Zebra [*** Redacted].

c. Cost Reduction Initiatives . In addition to other cost reduction mechanisms provided herein, both parties shall establish mutually agreed cost reduction targets on an annual basis prior to the beginning of Zebra’s fiscal year by methods such as elimination of Materials, obtaining alternate sources of Materials, redefining Specifications, and improved assembly or test methods. The cost targets will consist of specific cost reduction initiatives mutually identified by both parties. These initiatives will be broken down by achievable target dates and tracked on a quarterly basis. An ongoing measurement shall be established to track cumulative quarterly costs savings. The format for establishing and tracking the various cost savings initiatives is detailed in Exhibit L . [*** Redacted] The parties shall mutually agree on the responsibility for any investment costs related to a particular cost savings initiative prior to beginning such cost savings initiative. All changes to implement cost reductions must be approved by Zebra in advance and must be in compliance with the Bill of Materials approved by Zebra and the Approved Vendor List.

-34-

Article VI.

Confidentiality; Publicity

-35-

-36-

Article VII.

Representations And Warranties; Indemnification

a. Corporate Existence and Power. Such party: (i) is duly organized and validly existing under the laws of the state or country in which it is incorporated or formed and duly qualified under the laws of each jurisdiction where its ownership or lease of property or the conduct of its business requires such qualification; (ii) has the requisite power and authority and the legal right to own and operate its property and assets, to lease the property and assets it operates under lease, and to carry on its business as it is now being conducted; (iii) is in compliance with all requirements of applicable laws and regulations, except to the extent that any noncompliance would not materially adversely affect such party’s ability to perform its obligations under this Agreement; and (iv) is in compliance with its formation documents.

b. Authorization and Enforcement of Obligations . Such party: (i) has the requisite power and authority and the legal right to enter into this Agreement and to perform its obligations hereunder, without any violation of its formation documents; and (ii) has taken all necessary action on its part to authorize the execution and delivery of this Agreement and the performance of its obligations hereunder. This Agreement has been duly executed and delivered on behalf of such party, and constitutes a legal, valid, binding obligation, enforceable against such party in accordance with its terms.

-37-

c. Consents . All necessary consents, approvals and authorizations of all governmental authorities and other Persons required to be obtained by such party in connection with the execution and delivery of this Agreement and the consummation of the transactions contemplated hereby and the performance of its obligations hereunder have been obtained.

d. No Conflict . The execution and delivery of this Agreement and the performance of such party’s obligations hereunder (i) do not conflict with or violate any requirement of applicable laws or regulations of any governmental instrumentality or any contractual obligation of such party, and (ii) do not conflict with, or constitute a default or require any consent under, any contractual obligation of such party.

-38-

-39-

of “Epidemic Failure,” then the parties shall cooperate to develop a plan for Manufacturer to assist Zebra in such corrective action and in cooperating with any regulatory agencies.

EXCEPT TO THE EXTENT OF ANY EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, EACH PARTY EXPRESSLY DISCLAIMS, AND EXPRESSLY WAIVES, ALL OTHER WARRANTIES AND REPRESENTATIONS OF ANY KIND WHATSOEVER WHETHER EXPRESS, IMPLIED, STATUTORY, ARISING BY COURSE OF DEALING OR PERFORMANCE, CUSTOM, USAGE IN THE TRADE OR OTHERWISE, INCLUDING COMPLIANCE WITH MATERIALS DECLARATION REQUIREMENTS, ANY WARRANTY OF MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE OR INFRINGEMENT OR MISAPPROPRIATION OF ANY RIGHT, TITLE OR INTEREST OF ANY THIRD PARTY.

ZEBRA UNDERSTANDS AND AGREES THAT, WITH RESPECT TO ANY PRODUCT, IT SHALL HAVE FULL AND EXCLUSIVE LIABILITY, WHETHER

-40-

FOR PRODUCT DESIGN LIABILITY, PRODUCT LIABILITY, DAMAGE TO PERSON OR PROPERTY AND/OR INFRINGEMENT OR MISAPPROPRIATION OF THIRD PARTY RIGHTS, EXCEPT IN EACH CASE TO THE EXTENT THAT THE SAME ARISES FROM MANUFACTURER’S FAILURE TO FOLLOW SPECIFICATIONS OR IS COVERED BY AN EXPRESS MANUFACTURER WARRANTY OR INDEMNITY SET FORTH IN THIS AGREEMENT OR ARISES FROM MANUFACTURER’S FAILURE TO PERFORM OBLIGATIONS UNDER SECTIONS 3.8d, 3.8e, 3.15, 3.16 OR 3.17 .

NO ORAL OR WRITTEN STATEMENT OR REPRESENTATION BY MANUFACTURER, ITS AGENTS OR EMPLOYEES SHALL CONSTITUTE OR CREATE A WARRANTY OR EXPAND THE SCOPE OF ANY WARRANTY HEREUNDER.

a. Manufacturer’s Indemnities . Manufacturer agrees to indemnify, defend and hold harmless Zebra and its employees, Affiliates, successors and assigns (collectively, “ Zebra Indemnified Parties ”) from and against all Loss arising from any third party claims asserted against any Zebra Indemnified Party that is based in part or in whole on [*** Redacted]

b. Zebra’s Indemnities . [*** Redacted] Zebra hereby agrees to defend, indemnify and hold harmless Manufacturer and its Affiliates, employees, successors and assigns (collectively, the “Manufacturer Indemnified Parties”) from and against all Loss arising from any third party claim asserted against any Manufacturer Indemnified Party to the extent based on any of the following: (a) except in each case to the extent that Manufacturer has contributed to any of the items in this subsection (a), [*** Redacted] ; (b) that any item in subsection (a)  [*** Redacted] , (c) except in each case to the extent that [*** Redacted] , (d) any [*** Redacted] , or (e)  [*** Redacted] .

c. Notification and Procedure for Claims . Upon receipt of notice, whether formal or informal, direct or indirect, of any claim for which indemnification may be available under this Article VII , the party receiving notice shall promptly notify the other, and the management of both parties shall meet to discuss how to handle the matter. The indemnifying party shall promptly assume the defense of such claim with counsel reasonably satisfactory to the indemnified party. The indemnified party shall reasonably cooperate with the indemnifying party or its counsel, at the indemnifying party’s expense, in its defense, settlement or other resolution of the claim. The indemnified party shall have the right to participate in the defense thereof and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying party; provided that if such counsel is necessary because of a conflict of interest with the indemnifying party or its counsel or because the indemnifying party does not assume control of the defense of a claim for which it is obligated to indemnify the other party hereunder, then the indemnifying party shall bear such expense. The indemnifying party shall not, without

-41-

the indemnified party’s prior consent (not to be unreasonably withheld) enter into any settlement that requires the indemnified party to take any action, release any rights or pay any money other than for monetary damages for which t