MANUFACTURING SERVICES AND SUPPLY AGREEMENT

 

1.7            “ Manufacturing Specifications ” means the written specifications that describe the manner in which a Product is manufactured and tested, and excludes all other Specifications.

 

1.8            “ New Asian EMS Products ” means any New EMS Product that ADAPTEC desires to have manufactured in Asia (including but not limited to China, Malaysia, Singapore, Indonesia and Thailand).

 

1.9            “ New EMS Products’ means any printed circuit board assembly and/or storage system that ADAPTEC requires to be manufactured during the term of this Agreement.  New EMS Products excludes Singapore Products.

 

1.10          “ Order ” shall have the meaning set forth in Section 5.1(d).

 

1.11          Other Products ” shall have the meaning set forth in Section 4.1.

 

1.12          ““ Products ” means, collectively, Fountain Products, New EMS Products and Singapore Products.

 

1.13          “SANMINA-SCI In-Sourced Components” shall have the meaning set forth in Section 12.4.

 

1.14          “ Singapore Products ” means those printed circuit assemblies and storage systems, as identified in Exhibit A hereto, that are produced by ADAPTEC through the operation of the Business as of the Closing Date, and any follow-on products, revisions, releases, or upgrades thereto that ADAPTEC desires to have manufactured.  For purposes of clarification, “follow-on products” means any product that incorporates substantially the same or similar functionality and features as an existing Singapore Product, but also includes new functionality and/or features.

 

1.15          “ Specifications ” means the written specifications that describe the design, functionality, configuration and/or performance requirements of a Product.

 

1.16          “ Warranted In-sourced Components ” means any SANMINA-SCI In-Sourced Components that are primarily manufactured by SANMINA-SCI, such as, but not limited to, PCB fabs and memory modules.  Warranted In-Sourced Components exclude any SANMINA-SCI In-Sourced Components that are produced by SANMINA-SCI primarily by assembling or incorporating third-party components (such as backplanes and PCB assemblies).

 

2.              TERM

 

The initial term of this Agreement shall commence on the Closing Date and shall continue through the third anniversary of the Closing Date (the “ Initial Term ”) unless sooner terminated by mutual agreement or in accordance with the terms of this Agreement.  Upon the expiration of the Initial Term, this Agreement shall continue from year to year until one Party terminates the Agreement by giving at least ninety (90) days’ prior written notice to the other Party or unless terminated sooner in accordance with the terms of this Agreement.

 

3.              EXCLUSIVE SUPPLY RELATIONSHIP

 

3.1            Exclusivity .  S ubject to the terms and conditions of this Agreement, and except as specified in Sections 3.2 through 3.4, during the Exclusivity Period ADAPTEC will purchase from SANMINA-SCI, and SANMINA-SCI will manufacture and supply to ADAPTEC, all of ADAPTEC’s requirements for Singapore Products and New Asian EMS Products (the “Exclusive Products ”).

 

3.2            Disposition Transaction Exception .  Notwithstanding the provisions of Section 3.1, ADAPTEC will have no obligation to continue to purchase from SANMINA-SCI, and SANMINA-SCI will

 

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have no obligation to continue to manufacture and supply to ADAPTEC, any Exclusive Product that is part of or included in any Disposition Transaction; provided ; that except as expressly agreed to in writing by the Parties, the foregoing provisions will not be deemed to affect any Orders outstanding as of the consummation of such Disposition Transaction.  ADAPTEC shall be liable to repurchase Equipment and/or Inventory from SANMINA-SCI in accordance with the Asset Purchase Agreement.

 

3.3            New Asian EMS Products .  Notwithstanding the foregoing, New Asian EMS Products shall be deemed to be Exclusive Products only if the pricing set forth in SANMINA-SCI’s BOM for a New Asian EMS Product, taken as a whole, is less than or equal to the pricing set forth in the BOM of any third party that makes a bona fide offer to manufacture a New Asian EMS Product in Asia.  For clarification, the Parties agree that only the * shall be taken into account.

 

3.4            Second Source Rights .

 

(a)            Notwithstanding the provisions of Section 3.1 and subject to Section 3.4(b), and without limiting ADAPTEC’s rights or remedies under this Agreement or otherwise, ADAPTEC will have the right to purchase Exclusive Products from any third party (a “ Second Source Supplier ”), without obligation or liability to SANMINA-SCI (other than any liability for Components in accordance with Section 5.4(e)), upon the occurrence of any of the following conditions (each, a “ Second Source Condition ”): (i) SANMINA-SCI breaches its material obligations under Section 5 with respect to meeting ADAPTEC’s volume requirements, as set forth in a Forecast (defined in Section 5.1(a)) or in Section 5.4(c); (ii) SANMINA-SCI breaches its material obligations under Section 12 (Quality); (iii) SANMINA-SCI breaches its material obligations under Section 6.1 (Delivery) by failing to use reasonable efforts to deliver the Products or repeatedly failing to deliver the Products on the agreed-upon delivery dates; (iv) a strike, lockout or other labor dispute by SANMINA-SCI employees that makes it impossible for SANMINA-SCI to perform; (v) ADAPTEC has a good faith belief, based on SANMINA-SCI’s financial condition, that SANMINA-SCI will not be able to continue to perform its material obligations hereunder and, following ADAPTEC’s request, SAMINA-SCI fails to provide ADAPTEC will reasonable written assurances of its ability to continue to perform; or (vi) SANMINA-SCI: (A) enters into or files a petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdictions; (B) enters into a receivership of any of its assets; or (C) enters into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors.  Notwithstanding the foregoing, a Second Source Condition shall not be deemed to have occurred unless ADAPTEC provides SANMINA-SCI with written notice of the Second Source Condition and SANMINA-SCI fails to cure or resolve such condition within twenty (20) days following receipt of such notice.  Without limiting the foregoing, the Parties agree that transferring the manufacture of an Exclusive Product from the facility at which it was originally being manufactured by SANMINA-SCI to another SANMINA-SCI facility, if acceptable to ADAPTEC, could constitute a cure or resolution of a Second Source Condition, notwithstanding the fact that such a transfer may take longer than twenty (20) days to effect.

 

(b)            ADAPTEC may exercise the rights set forth in Section 3.4(a) for as long as the applicable Second Source Condition remains in effect or is not otherwise cured or resolved by SANMINA-SCI.  For as long as a Second Source Condition remains in effect or is not otherwise cured or resolved by SANMINA-SCI, SANMINA-SCI will use its best reasonable efforts to assist and cooperate with ADAPTEC and the Second Source Supplier and to provide such materials and documentation as reasonably requested by ADAPTEC or the Second Source Supplier to enable ADAPTEC to have the Exclusive Products manufactured by the Second Source Supplier and to minimize any disruption in the supply of Exclusive Products to ADAPTEC.  Without limiting the foregoing, at ADAPTEC’s request, SANMINA-SCI will sell to the Second Source Supplier, at cost, any Inventories purchased by SANMINA-SCI that the Second Source Supplier may require to manufacture the applicable Exclusive Products.

 

(c)            Subject to the limitations set forth herein, SANMINA-SCI shall be liable to reimburse ADAPTEC, up to a maximum reimbursement of *, for: (i) reasonable and customary amounts that ADAPTEC pays to third parties to transition the manufacturing of the applicable Exclusive Products to the Second Source Supplier (e.g., expedited freight), but SANMINA-SCI shall not be liable for any costs or expenses incurred by the Second Source Supplier to commence

 

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manufacturing such Exclusive Products for ADAPTEC or for any internal costs incurred by ADAPTEC, including but not limited to any employee time, spent remedying the Second Source Condition; and (ii) ADAPTEC’s reasonable cover costs, i.e., any increased prices that ADAPTEC may have to pay to the Second Source Supplier for the manufacture of such Exclusive Products; provided , that SANMINA-SCI’s liability for such cover costs will terminate as of the date SANMINA-SCI cures or resolves the applicable Second Source Condition and is able to resume the manufacture of the applicable Exclusive Products under the same terms and conditions, including without limitation, pricing, quality and delivery times in accordance with which SANMINA-SCI manufactured such Exclusive Products prior to the occurrence of the Second Source Condition.

 

(d)            Upon the cessation of the Second Source Condition or SANMINA-SCI’s cure or resolution thereof, the provisions of Section 3.1 will apply; provided , however, that: (i) ADAPTEC will have a reasonable period following the date of such cessation, cure or resolution, as the case may be, to resume purchasing Exclusive Products from SANMINA-SCI; (ii) SANMIA-SCI will be liable to reimburse ADAPTEC for any reasonable costs and expenses incurred by ADAPTEC to resume purchasing Exclusive Products from SANMINA-SCI; and (iii) in no event will ADAPTEC be required to breach an agreement with a Second Source Supplier in order to resume purchasing Exclusive Products from SANMIA-SCI.  Notwithstanding the foregoing, ADAPTEC acknowledges and agrees that it will not enter into any agreement to purchase products from any Second Source Supplier if such agreement is not terminable by ADAPTEC after one (1) year or if such agreement requires ADAPTEC to purchase a minimum quantity of Exclusive Products from the Second Source Supplier after one (1) year.

 

(e)            If, upon the occurrence of a Second Source Condition, ADAPTEC, in its sole discretion, elects to exercise the rights and remedies set forth in the foregoing provisions of this Section 3.4, ADAPTEC will have no right to terminate this Agreement for cause under Section 11.1 (or claim any damages from SANMINA-SCI as a result of any breach) based on such Second Source Condition; provided , that SANMINA-SCI complies with its obligations herein.

 

3.5            Fountain Products and New EMS Products.

 

(a)            Section 3.1 shall not apply to any Fountain Products.  The Parties’ rights and obligations with respect to the purchase, manufacture and sale of the Fountain Products will be solely as set forth in the LOA.

 

(b)            The Parties acknowledge and agree that, except as set forth in Section 3.6, the provisions of Section 3.1 shall apply only to the New Asian EMS Products and not to any other New EMS Product.

 

3.6            Right of First Refusal; Last Call .  Prior to entering into an agreement with any third party supplier (each, a “ Third-Party Supplier ”) for the manufacture and supply any Fountain Product or New EMS Product (other than a New Asian EMS Product), ADAPTEC shall solicit a quotation from SANMINA-SCI.  If SANMINA-SCI’s quotation for the manufacture of such Fountain Product or New EMS Product is not competitive (as defined in Section 3.5(b)), then ADAPTEC shall advise SANMINA-SCI as to the specific terms or condition(s) of its quotation that are not competitive (as defined in Section 3.5(b)) prior to awarding the manufacture of such Fountain Product or New EMS Product to a Third-Party Supplier.  In such event, SANMINA-SCI shall have a reasonable opportunity to amend its terms and conditions to match or exceed the terms and conditions of a Third-Party Supplier that is willing and able to manufacture and supply such Fountain Product or New EMS Product for ADAPTEC pursuant to terms and conditions that are competitive (as defined in Section 3.5(b)).  If SANMINA-SCI agrees to amends its terms and conditions in accordance with the foregoing, then the manufacture and supply of the applicable Fountain Product or New EMS Product shall be subject to Section 3.1.  SAMINA-SCI acknowledges and agrees that nothing in this provision or otherwise will be deemed to require ADAPTEC to breach any non-disclosure agreement or similar obligation between ADAPTEC and a potential Third-Party Supplier.

 

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4.              PRICING

 

4.1            Definition of Forecasted Singapore Products .  For the purpose of this Agreement, the term “ Forecasted Singapore Products ” includes any Singapore Product or New Asian EMS Product for which ADAPTEC provides a Forecast (as defined in Section 5.1(b)) to SANMINA-SCI.  Forecasted Singapore Products shall not include: (i) any Singapore Product or New Asian EMS Product that is purchased under an “end of life buy”; (ii) any Singapore Product or New Asian EMS Product that SANMINA-SCI manufactures for warranty replacement or out-of-warranty repair, or (iii) any Singapore Product or New Asian EMS Product for which ADAPTEC does not provide a Forecast (collectively “ Other Products ”) .  For the avoidance of doubt, Forecasted Singapore Products do not include Fountain Products or New EMS Products other than New Asian EMS Products.

 

4.2            Pricing for Forecasted Singapore Products .  During the term of this Agreement, the pricing for all Forecasted Singapore Products will be determined solely in accordance with the terms and conditions set forth in Exhibit B .  The pricing set forth in Exhibit B (but subject expressly to the additional pricing terms set forth in Section 1(c) of Exhibit B ) will also apply to any Singapore Products and New Asian EMS Products that SANMINA-SCI manufactures pursuant to Section 5.4(c) (Upside Demand).

 

4.3            Pricing for Small Builds .  For purposes hereof, “ Small Build ” means any Singapore Product or New Asian EMS Product that ADAPTEC requests SANMINA-SCI to manufacture in quantities having an aggregate U.S. Dollar purchase price of less than * (on a “per product” basis).  For clarification, all products in any Small Build must be from the same product family (i.e., the same PCB).  The pricing set forth in Exhibit B will apply to Small Builds; provided, however, that SANMINA-SCI will be entitled to charge an additional amount for each Small Build to cover its costs in producing small volume Products (“ Setup Fee ”).  SANMINA-SCI will advise ADAPTEC of the amount of the Setup Fee within five (5) business days after a request from ADAPTEC (“ Request ”).  In the event ADAPTEC believes that the Setup Fee is not competitive, it shall have a right to place an order with a Third-Party Supplier for the Products contained in the Request without breaching its obligations in Section 3.1; provided , however, that it shall only be entitled to have the Third-Party Supplier manufacture the specific Products set forth in the Request and not any subsequent Products (even if the subsequent Products are identical to those in the Request, it must provide a subsequent Request to SANMINA-SCI).

 

4.4            Pricing for Other Products .

 

(a)            During the term of this Agreement, the pricing for Other Products will be as negotiated in good faith by the Parties.  Unless otherwise agreed in writing by the Parties, the price of Other Products: (i) will include ADAPTEC packaging, or as specified by ADAPTEC; (ii) will exclude Price Exclusions (defined in subsection (b), below), and (iii) will be based on: (A) the configuration set forth in the Specifications provided to SANMINA-SCI on which SANMINA-SCI’s quotation was based; and (B) the projected volumes, minimum run rates and other assumptions set forth in SANMINA-SCI’s quotation.

 

(b)            For purposes hereof, “ Price Exclusions ” means and is limited to (i) fees and other charges associated with export licensing of the Other Products and payment of broker’s fees, duties, tariffs and other similar charges; (ii) taxes or charges (other than those based on net income of SANMINA-SCI) imposed by any taxing authority upon the manufacture, sale, shipment, storage, “value add” or use of Other Products; and (iii) setup for products not in production, tooling, or non-recurring engineering activities incurred with respect to the Other Products.

 

(c)            Unless otherwise agreed in writing by the Parties, the Other Products prices shall remain fixed for any given quarter, subject to SANMINA-SCI’s right to revise such prices: (i) to account for any variations on the market prices of Components, including any such variations resulting from allocations or shortages; (ii) to account for any changes in the exchange rate between the currency in which the pricing is calculated and the currency in which SANMINA-SCI pays for its labor, overhead and Components; or (iii) to account for any increases in SANMINA-SCI’s costs as result of changes in the pricing assumptions or the Specifications.

 

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(d)            The Parties acknowledge and agree that the pricing for any Fountain Products that SANMINA-SCI manufactures for and supplies to SANMINA-SCI pursuant to the LOA will be solely as set forth in such agreement.

 

4.5            Payment Terms .  Payment terms for all Products purchased by a party hereunder are net * days after the date of the invoice.  The Parties acknowledge that these terms are intended to be “firm” (e.g., that payment is expected to be received on the * day after the invoice date).  On any invoices not paid by the due date, a party shall pay interest from due date to the date of payment at the rate of 1.5% per month unless such invoice was disputed in good faith, in which case the interest rate shall be reduced to 1.0% per month.  Unless otherwise stated, all prices are stated in and all payments shall be made in U.S. Dollars.

 

4.6            Setoffs .  Except as expressly agreed to in writing by the Parties, neither Party shall be entitled to set-off any amount owing from the other Party to such Party against any amount payable to the other Party from such Party, under this Agreement or arising out of other Agreement or transaction between the Parties.  For purposes of this Section 4.6, a Party shall be deemed to include the Parties to this transaction and each of the Party’s Affiliates.

 

4.7            Credit Limit .  SANMINA-SCI’s Credit Department shall provide ADAPTEC with an initial credit limit, which shall be reviewed (and, if necessary, adjusted) from time to time.  SANMINA-SCI shall have the right to reduce the credit limit upon five (5) days’ prior written notice to ADAPTEC.  In the event ADAPTEC exceeds this credit limit or has any outstanding invoice more than fifteen (15) days past due, SANMINA-SCI shall have the right to stop shipments of Product to ADAPTEC until ADAPTEC makes a sufficient payment to bring its account within the credit limit provided.

 

4.8            Security Interest .  ADAPTEC grants SANMINA-SCI a security interest in the Products delivered to ADAPTEC until ADAPTEC has paid for the Products and all Product-related charges.  ADAPTEC agrees to promptly execute any documents requested by SANMINA-SCI to perfect and protect such security interest.

 

5 .              PURCHASE ORDERS/FORECAST/RESCHEDULE

 

5.1            Definitions .

 

(a)            “ Channel Customer Order ” is an order for Products to be sold by ADAPTEC, under ADAPTEC’s brand, directly or indirectly to an end user customer.

 

(b)            “ Forecast ” means ADAPTEC’s forecast for Products for the ensuing nine-month period (with the first six months forecasted in weekly buckets and the last three months forecasted in monthly buckets).

 

(c)            “ OEM Customer Order ” is an order for Products to be sold by ADAPTEC to a customer for resale under such customer’s brand, either standalone or incorporated with such customer’s product, to an end user customer.

 

(d)            “ Order ” is the document authorizing SANMINA-SCI to build the Product and shall be submitted in accordance with Section 5.3(a).  Order includes Channel Customer Orders and OEM Customer Orders.

 

(e)            “Pick Order” is a document advising SANMINA-SCI of: (i) the delivery date and shipping schedule for the shipment of Products; (ii) the location to which the Product is to be shipped; and (iii) transportation instructions for the Product.

 

(f)             “ Purchase Agreement Release ABAP ” is the document advising SANMINA-SCI of the location to which the Product is shipped.

 

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(g)            “ Schedule Agreement ” means ADAPTEC’s anticipated demand for the ensuing period (which will contain, at a minimum, the part number of the Product, and the quantity of the Product, as well as billing information).

 

5.2            Forecast.

 

(a)            Upon the execution of this Agreement, ADAPTEC shall provide SANMINA-SCI with (i) an initial Forecast; (ii) an Order and (ii) any necessary Purchase Agreement Release ABAP.

 

(b)            The Parties agree that (i) the Forecast is the document pursuant to which SANMINA-SCI will order Components, and (ii) the Order is the document which authorizes SANMINA-SCI to build the Product.  ADAPTEC acknowledges that it is financially responsible for all Components ordered by SANMINA-SCI based on its then-current Forecast; provided that such Components were ordered in accordance with this Section 5, and that, subject to the terms and conditions of this Agreement, ADAPTEC is financially responsible for all Products built as a result of the Order.  For all other purposes, the Forecast is non binding.

 

(c)            On the first business day of each calendar month (or as agreed to by the Parties), ADAPTEC shall supply SANMINA-SCI with an additional Forecast and Order.  In the event the revised Forecast or Order result in any Component becoming excess or obsolete, SANMINA-SCI shall promptly notify ADAPTEC thereof.

 

5.3            Orders

 

(a)            Each OEM Customer Order will cover a thirty to sixty day time period, and shall contain (i) the delivery date or shipping schedule; (ii) the location to which the Product is to be shipped; and (iii) transportation instructions.  Each Channel Customer Order will cover a thirty to sixty day time period and shall contain the date on which the Product should be shipped to the inventory location owned and managed by SANMINA-SCI (the “ Supplier-Owned Inventory Location ”).  Products located at the Supplier Owned Inventory Location shall be shipped in accordance with the Pick Order.  In the event SANMINA-SCI has not received a Pick Order for Products located in the Supplier Owned Inventory Location within sixty (60) days after the date on which the Product was manufactured, SANMINA-SCI shall have the right to invoice ADAPTEC for such Products.  At ADAPTEC’s request upon payment for the Products, SANMINA-SCI will continue to warehouse the Products at no charge for up to an additional one hundred twenty (120) days.

 

(b)            No Order, Purchase Agreement Release ABAP, Pick Order or Schedule Agreement shall contain anything which conflicts with or is inconsistent with this Agreement.

 

(c)            All Orders shall be confirmed by SANMINA-SCI within three (3) business days of receipt.  If SANMINA-SCI does not accept or reject the Order within the three (3) day period, the Order shall be deemed rejected by SANMINA-SCI.  Notwithstanding the foregoing, the Parties acknowledge that SANMINA-SCI shall have no right to reject an Order for Forecasted Singapore Products, or for any Product that SANMINA-SCI is required to manufacture for ADAPTEC pursuant to the first sentence of Section 5.4(c) (Upside Demand), or for any Fountain Product or New Asian EMS Product to which the provisions of Section 3.1 apply and for which ADAPTEC has provided SANMINA-SCI with a Forecast, unless (i) the Order attempts to alter the delivery dates; (ii) the Order contains an incorrect price; or (iii) the Order is otherwise inconsistent with this Agreement.

 

5.4            MRP Process, Reschedules, Excess and Obsolete Inventory; Component Liability.

 

(a)            MRP Process .

 

(1)            SANMINA-SCI shall take the Order and Forecast and generate a Master Production Schedule (“ MPS ”) for a nine month period in accordance with the process described in this Section 5.  The MPS shall define the master plan on which SANMINA-SCI shall base its procurement, internal capacity projections and commitments.

 

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(2)            SANMINA-SCI shall process the MPS through industry-standard software that will break down ADAPTEC’s Product requirements into Component requirements.  When no Product testing (in-circuit or functional testing) is required by ADAPTEC, SANMINA-SCI will use commercially reasonable efforts to schedule delivery of all Components to SANMINA-SCI eleven (11) working days before the Products are scheduled to ship to ADAPTEC.  In the event Product testing is required, SANMINA-SCI will use commercially reasonable efforts to schedule delivery of all Components to SANMINA-SCI sixteen (16) working days before the Products are scheduled to ship to ADAPTEC.

 

(3)            SANMINA-SCI will release (launch) purchase orders to Component suppliers (“ Vendors ”) (including other SANMINA-SCI facilities) prior to the anticipated date that the Components are needed at SANMINA-SCI.  The date on which these orders are launched will depend on the lead time determined between the Vendor and SANMINA-SCI and SANMINA-SCI’s manufacturing or materials planning systems.  At ADAPTEC’s request, SANMINA-SCI will provide a report showing the amount of Components on hand, on order, or in the process of being ordered.

 

(4)            ADAPTEC acknowledges that SANMINA-SCI will order Components in quantities sufficient to support ADAPTEC’s Forecast.  In determining the quantity of Components to order, SANMINA-SCI divides the Components into three classes, “Class A,” “Class B” and “Class C.”  Class A Components are comprised of the approximately * of Components constituting approximately *.  Class C Components are comprised of the approximately * of Components constituting approximately *.  Class B Components are comprised of the remaining * Components constituting approximately *.  SANMINA-SCI will place orders with its Vendors for approximately * Class “A” Components, * Class “B” Components and * of Class “C” Components.  A summary of SANMINA-SCI’s purchase commitments is set forth in the table below.

 

Part Class		*		*		*
A		*		*		*
B		*		*		*
C		*		*		*

 

(5)            ADAPTEC acknowledges that SANMINA-SCI will be required to order Components in accordance with the various minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor.  In addition, ADAPTEC acknowledges that there is a lag time (not to exceed two weeks) between any ADAPTEC cancellation and the cancellation of the Components required to support production.

 

(6)            ADAPTEC acknowledges that the Vendor leadtimes can be significant, and understands that it is possible for SANMINA-SCI to have Components on order which would support the last week of ADAPTEC’s Forecast.  For example, assuming a Vendor leadtime of * and a “B” Component, SANMINA-SCI would place an order for *.

 

(7)            SANMINA-SCI has provided to ADAPTEC a list of all Components together with the current Vendor leadtime for such Components (“ Leadtime List ”).  SANMINA-SCI shall use reasonable efforts to update the Leadtime List every quarter and present an updated Leadtime List to ADAPTEC at the time SANMINA-SCI presents the ADAPTEC with the E&O List described in the previous section.  In the event SANMINA-SCI fails to present an updated Leadtime List, (i) the Parties shall continue to rely on the preceding Leadtime List (as updated in writing by the Parties) and (ii) ADAPTEC will accept responsibility for Components ordered outside the leadtimes set forth in the Leadtime List; provided, that SANMINA-SCI can demonstrate to ADAPTEC’s reasonable satisfaction that such Components were ordered in accordance with the then-current Vendor leadtimes.  ADAPTEC acknowledges that leadtimes constantly change and that SANMINA-SCI might not always be able to present ADAPTEC with a current Leadtime List.

 

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(b)            Reschedules .  ADAPTEC may reschedule all or part of a scheduled delivery at any time; provided, however, that (i) delivery for Channel Customer Orders must take place within the time period set forth in Section 5.3(a); and (ii) delivery for OEM Customer Orders must take place within sixty (60) days after the date on which the Product was manufactured (provided that it was manufactured in accordance with this Agreement).

 

(c)            Upside Demand .

 

(i)             Subject to the terms set forth herein and in Exhibit B , SANMINA-SCI will manufacture Products to meet any un-forecasted demand in accordance with this Section.

 

(ii)            “ Critical Products ” shall mean Products which the parties have defined as such in writing.  “ Non-Critical Products ” shall mean any Product other than Critical Products.  “ Days ” shall mean calendar days from the date on when the upside request is received.

 

(iii)           For Critical Products, SANMINA-SCI will commit to manufacture Products to meet any unforecasted demand up to the percentages specified below (the “ Upside Demand Percentage ”) beyond the quantities set forth in the applicable Forecast, subject to the limitations contained in this Section:

 

*		*
*		*
*		*
*		*

 

For Critical Products, SANMINA-SCI will maintain a one-week supply of finished Products, and ADAPTEC shall be financially responsible for all such Products.

 

(iv)           For Non-Critical Products, SANMINA-SCI will commit to meet the following Upside Demand Percentages, subject to the limitations contained in this Section:

 

*		*
*		*
*		*
*		*

 

(v)            The Upside Demand Percentages are not cumulative.  For example, if ADAPTEC receives an additional * upside of a Critical Product in * days, ADAPTEC can only request an additional * upside in * days, and (if SANMINA-SCI meets the additional * upside in * days), an additional * upside in * days.  Similarly, if ADAPTEC receives an additional * upside of a Non-Critical Product within * days, ADAPTEC can only request an additional * upside in * days, and (if SANMINA-SCI meets the additional * upside in * days), an additional * upside in * days

 

(vi)           In addition, if in any given month, ADAPTEC does not take delivery of the requested Upside Demand Percentages, it loses the right to later take delivery of such Upside Demand Percentage for that month; ADAPTEC cannot pull more than * upside in any given * day period.  For example, if for a Critical Product ADAPTEC requests the maximum upside (* within * days, an additional * within * days and an additional * within * days) and fails to take delivery of the initial * within the first * days, it cannot take delivery of more than * during the second * day period (even though SANMINA-SCI committed to a total of * within * days).

 

(vii)          SANMINA-SCI will use commercially reasonable efforts to meet any upside in excess of the Upside Demand Percentages.

 

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(d)            Excess and Obsolete Inventory .  Within fourteen days prior to the end of each calendar quarter, commencing as of the 2 ^nd calendar quarter following the Closing Date, SANMINA-SCI shall advise ADAPTEC in writing of any excess or obsolete Components in its inventory and their Delivered Cost (the “ E&O Lis t”).  The E&O List should contain a comprehensive where-used analysis and rationale for the excess (MOQ, cancelled order or forecast, ECO, etc.).  For the purpose of this Agreement, “ Delivered Cost ” shall mean SANMINA-SCI’s quoted cost of Components as stated on the *.  Within ten (10) business days of receiving SANMINA-SCI’s E&O List, ADAPTEC shall advise SANMINA-SCI of any Component on the E&O List that it believes is not excess or obsolete.  Within fifteen (15) business days after receiving SANMINA-SCI’s E&O List, SANMINA-SCI and ADAPTEC shall finalize the E&O List, and ADAPTEC shall issue to SANMINA-SCI an Order for all Components on the E&O List or an Order for Product that will consume the Components.  ADAPTEC shall pay SANMINA-SCI its Delivered Cost for Components on the E&O List within forty-five (45) days of the date of invoice.  In the event the Parties cannot agree as to the Components on the E&O List, ADAPTEC shall pay SANMINA-SCI for all non-disputed Components in accordance with this Section, and shall pay SANMINA-SCI for all other Components on SANMINA-SCI’s E&O List (in the event they remain excess or obsolete) forty-five (45) days thereafter (provided that this payment shall be due fifteen days after the date of invoice rather than forty-five days after the invoice date).  For the purpose of this Section, the phrase “ obsolete Component ” shall mean any Component that is not currently used to manufacture a Product (whether as a result of an ECO or otherwise), and the term “ excess Component ” shall mean any Component that is not required to meet ADAPTEC’s Order or ADAPTEC’s Forecast to which such Component was initially ordered.  ADAPTEC shall not have the right to delay payment for excess Components by increasing or pushing out its Forecast.

 

(e)            Component Liability .  ADAPTEC acknowledges that it shall be financially liable for all Components ordered in accordance with this Section 5 (such liability is referred to as “ Component Liability ”), and shall pay SANMINA-SCI for such charges in accordance with Section 5.4(d).  Specifically, ADAPTEC’s Component Liability shall be equal to SANMINA-SCI’s Delivered Cost of all Components ordered in support of any Order or Forecast, including any excess Components resulting from any minimum buy quantities, tape and reel quantities, and multiples of packaging quantities required by the Vendor less the actual cost (per the BOM) of those Components that are returnable to Vendor (less any cancellation or restocking charges).  Notwithstanding the foregoing, ADAPTEC shall not be financially liable for any Components that are ordered in quantities greater than those set forth in the “Periods of Supply” column in Section 5.4(a)(4) or for any Components ordered outside of the parameters set forth in Section 5.4(a)(7).

 

(f)             At ADAPTEC’s request, SANMINA-SCI shall use commercially reasonable efforts to minimize ADAPTEC’s Component Liability by attempting to return Components to the Vendor or using the Components on other Products or on products that SANMINA-SCI manufactures for third parties.

 

6 .              DELIVERY AND ACCEPTANCE

 

6.1            Delivery .  All Product shipments (including shipments made in accordance with Section 8 (Warranty)) shall be Ex Works (Incoterms 2000), SANMINA-SCI’s facility of manufacture (or repair).  Title to and risk of loss or damage to the Product shall pass to ADAPTEC upon SANMINA-SCI’s tender of the Product to the common carrier.  ADAPTEC shall be the exporter and importer of record for all shipments of Products, including any repaired or replacement Products.  SANMINA-SCI is not the importer or exporter of the Products.  SANMINA-SCI shall mark, pack, package, crate, transport, ship and store Products to ensure (a) delivery of the Product to its ultimate destination in safe condition, (b) compliance with all requirements of the carrier and destination authorities, and (c) compliance with any special instructions of ADAPTEC.  SANMINA-SCI shall use reasonable efforts to deliver the Products on the agreed-upon delivery dates and shall use commercially reasonable efforts to notify ADAPTEC of any anticipated delays; provided, however that SANMINA-SCI shall not be liable for any failure to meet ADAPTEC delivery dates and/or any failure to give notice of anticipated delays.  For clarification, ADAPTEC’s sole remedy for SANMINA-SCI’s failure to meet ADAPTEC’s delivery dates during the Exclusivity Period is to claim a Second Source Condition in accordance with Section 3.4.

 

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6.2            Acceptance.   Acceptance of the Product shall occur no later than fifteen (15) days after shipment of Product and shall be based solely on whether the Product passes a mutually agreeable acceptance test procedure or inspection designed to demonstrate compliance with the Manufacturing Specifications.  In the event of conflict between any of the foregoing, the following order of precedence shall apply: (i) Order as agreed to between ADAPTEC and SANMINA-SCI; (ii) 100% compliance with all Assembly/Test plan criteria or component drawing (as applicable); (iii) industry-recognized workmanship standard; and (iv) other applicable referenced documents.  Products cannot be rejected based on criteria that were unknown to SANMINA-SCI or based on test procedures that SANMINA-SCI has not approved or does not conduct.  Notwithstanding anything to the contrary, Products shall be deemed accepted if not rejected within this fifteen-day period.  Once a Product is accepted, all Product returns shall be handled in accordance with Article 8 (Warranty).  Prior to returning any rejected Product, ADAPTEC shall obtain an Authorized Return Material (“ RMA ”) number from SANMINA-SCI, and shall return such Product in accordance with SANMINA-SCI’s instructions; ADAPTEC shall specify the reason for such rejection in all RMA’s.  In the event a Product is rejected, SANMINA-SCI shall have a reasonable opportunity to cure any defect which led to such rejection.

 

7.              CHANGES

 

7.1            General .  ADAPTEC may upon sufficient notice make changes within the general scope of this Agreement. Such changes may include, but are not limited to changes in (1) drawings, plans, designs, procedures, Specifications, test specifications or BOM, (2) methods of packaging and shipment, (3) quantities of Product to be furnished, (4) delivery schedule, or (5) ADAPTEC-Furnished Items (defined in Section 9.1).  All changes other than changes in quantity of Products to be furnished shall be requested pursuant to an Engineering Change Notice (“ ECN ”) and finalized in an Engineering Change Order (“ ECO ”).  If any such change causes either an increase or decrease in SANMINA-SCI’s cost or the time required for performance of any part of the work under this Agreement (whether changed or not changed by any ECO) the Prices and/or delivery schedules shall be adjusted in a manner which would adequately compensate the Parties for such change.

 

7.2            ECN’s .  SANMINA-SCI will respond to * ECN requests * without a non-recurring administrative fee.  Responses to additional ECN’s will incur an administrative fee of * each.  Within five (5) business days after an ECN is received, SANMINA-SCI shall advise ADAPTEC in writing (a) of any change in Prices or delivery schedules resulting from the ECN and (b) the Delivered Cost of any finished Product, Work-in-Process or Component rendered excess or obsolete as a result of the ECN (collectively the “ ECN Charge ”).  Unless otherwise stated, ECN Charges are valid from thirty (30) days from the date of the ECN Charge.

 

7.3            ECO’s.   In the event ADAPTEC desires to proceed with the change after receiving the ECN Charge pursuant to Section 7.2, ADAPTEC shall advise SANMINA-SCI in writing and shall immediately pay the portion of the ECN Charge set forth in Section 7.2(b).  In the event ADAPTEC does not desire to proceed with the Change after receiving the ECN Charge, it shall so notify SANMINA-SCI.  In the event SANMINA-SCI does not receive written confirmation of ADAPTEC’s desire to proceed with the change within thirty (30) days after SANMINA-SCI provides ADAPTEC with the ECN Charge, the ECN shall be deemed cancelled.

 

8.              WARRANTY

 

8.1            SANMINA-SCI Warranty.   SANMINA-SCI warrants that, for a period of * months from the date of manufacture (the “ Warranty Period ”), the Products shall comply with the applicable Manufacturing Specifications and shall be free from defects in any Warranted In-sourced Component and workmanship.  Products shall be considered free from defects in workmanship (and ADAPTEC shall have no warranty claim) if they are manufactured in accordance with the latest version of IPC-A-600 or IPC-A-610 and successfully complete any mutually agreed product acceptance test.  SANMINA-SCI shall, at its option and at its expense (and as ADAPTEC’s sole and exclusive remedy for

 

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breach of any warranty), repair, replace or issue a credit for Products found defective during the warranty period.  In addition, SANMINA-SCI will pass on to ADAPTEC all Vendors’ (and manufacturers’) Component warranties to the extent that they are transferable, but will not independently warrant any Components.  All warranty obligations will cease upon the earlier of the expiration of the warranty period set forth above or the return (at ADAPTEC’s request) of any test equipment or test fixtures.  ALL CLAIMS FOR BREACH OF WARRANTY MUST BE RECEIVED BY SANMINA-SCI NO LATER THAN THIRTY (30) DAYS AFTER THE EXPIRATION OF THE WARRANTY PERIOD.

 

8.2            RMA Procedure.   SANMINA-SCI shall concur in advance on all Products to be returned for repair or rework.  ADAPTEC shall obtain a RMA number from SANMINA-SCI prior to return shipment. All returns shall state the specific reason for such return, and will be processed in accordance with SANMINA-SCI’s RMA Procedure, a copy of which is available from SANMINA-SCI upon request SANMINA-SCI shall pay all transportation costs for valid returns of the Products to SANMINA-SCI and for the shipment of the repaired or replacement Products to ADAPTEC, and shall bear all risk of loss or damage to such Products while in transit; ADAPTEC shall pay these charges, plus a handling charge, for invalid or “no defect found” returns.  Any repaired or replaced Product shall be warranted as set forth in this Article for a period equal to the greater of (i) the balance of the applicable warranty period relating to such Product or (ii) sixty (60) days after it is received by ADAPTEC.  Out of Warranty repairs will be covered under a separate reverse logistics agreement to be negotiated in good faith by the Parties and entered into within one hundred twenty (120) days of the Closing Date.  The prices for any out-of warranty services that SANMINA-SCI provides prior to the Parties’ execution of such reverse logistics agreement will be as specified in Exhibit B .

 

8.3            Exclusions From Warranty.   The warranties set forth in Section 8.1 do not apply to the extent a failure of a Product to conform to such warranties results from: (a) ADAPTEC’s design including, but not limited to, design functionality failures, specification inadequacies, failures relating to the functioning of Products in the manner for the intended purpose or in the specific ADAPTEC environment; (b) accident, disaster, neglect, abuse, misuse, improper handling, testing, storage or installation including improper handling in accordance with static sensitive electronic device handling requirements by ADAPTEC; (c) alterations, modifications or repairs by ADAPTEC or third parties not authorized by SANMINA-SCI; or (d) defective ADAPTEC-provided test equipment or test software.  In the event SANMINA-SCI believes that a Product is not covered by the warranty, it shall advise ADAPTEC of the specific reasons therefore and, where possible, supply ADAPTEC with any failure analysis and/or root cause evaluation which supports its position.  ADAPTEC bears all design responsibility for Products.

 

8.4            Remedy.   THE SOLE REMEDY UNDER THIS WARRANTY SHALL BE THE REPAIR, REPLACEMENT OR CREDIT FOR DEFECTIVE PARTS AS STATED ABOVE.  THIS WARRANTY IS THE SOLE WARRANTY GIVEN BY SANMINA-SCI AND IS IN LIEU OF ANY OTHER WARRANTIES EITHER EXPRESS OR IMPLIED.  SANMINA-SCI DOES NOT MAKE ANY WARRANTIES REGARDING MERCHANTABILITY, NONINFRINGEMENT, COMPLIANCE WITH ROHS AND WEEE (OR SIMILAR LEGISLATION), OR FITNESS FOR A PARTICULAR PURPOSE, AND SPECIFICALLY DISCLAIMS ANY SUCH WARRANTY, EXPRESS OR IMPLIED.

 

8.5            Epidemic Failure .  For the purposes of this Agreement, “ Epidemic Failure ” will be deemed to have occurred if more than * of any Products manufactured by SANMINA-SCI hereunder fail during the Warranty Period or sixty days thereafter in a manner attributable to the same “root cause” within any time period of ninety (90) days or if more than * of any Products manufactured by SANMINA-SCI hereunder fail in a manner attributable to the same “root cause” within any time period of thirty (30) days.  In such event, without limiting SANMINA-SCI’s obligations and ADAPTEC’s remedies under Section 8.4, (i) SANMINA-SCI shall promptly deliver to ADAPTEC a reasonable plan to correct the problem, (ii) SANMINA-SCI shall exert its best reasonable efforts to diagnose the problem; and (iii) SANMINA-SCI shall reimburse ADAPTEC for any costs or expenses reasonably incurred by ADAPTEC to repair, replace or retrofit the defective Products including but not limited to the cost of recovery and replacement (or transportation) of such defective Products already sold to and used by customers, up to an amount not exceeding *.  Upon the acceptance of any such plan by ADAPTEC, SANMINA-SCI shall implement the plan and deliver to ADAPTEC progress reports relating thereto.

 

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9.              ADAPTEC FURNISHED EQUIPMENT AND COMPONENTS WARRANTY

 

9.1            ADAPTEC-Furnished Items.   ADAPTEC shall provide SANMINA-SCI with the Product design and related specifications, applicable regulatory requirements, equipment, tooling, test software, Components or documentation set forth in Exhibit C (collectively the “ ADAPTEC-Furnished Items ”).  ADAPTEC hereby represents and warrants that the ADAPTEC-Furnished Items are or will: (a) comply with any applicable technical specifications or documentation; (b) meet all applicable regulatory requirements, and (c) will be delivered to SANMINA-SCI in a timely manner.  Documentation (including BOM’s, drawings and artwork) shall be current and complete.  ADAPTEC shall be responsible for schedule delay, reasonable inventory carrying charges and allocated equipment down-time charges incurred by SANMINA-SCI to the extent caused by such incompleteness, late delivery or non-delivery of the ADAPTEC-Furnished Items; provided that SANMINA-SCI is not able to compensate for such incompleteness, late delivery or non-delivery through the exercise of reasonable efforts.

 

9.2            Care of ADAPTEC-Furnished Items.   All ADAPTEC-Furnished Items shall remain the property of ADAPTEC.  SANMINA-SCI shall clearly identify all ADAPTEC-Furnished Items by an appropriate tag and shall utilize such ADAPTEC-Furnished Items solely in connection with the manufacture of the Products.  To the extent that any ADAPTEC-Furnished Items consist of software (“ ADAPTEC-Furnished Software ”), SANMINA-SCI is deemed to have a non-exclusive, non-transferable, limited license during the term of this Agreement, without the right to sublicense, to use the ADAPTEC-Furnished Software solely in connection with the manufacture of Products.  To the extent any ADAPTEC-Furnished Software is provided in binary form, SANMINA-SCI agrees not to disassemble, decompile or reverse engineer the ADAPTEC-Furnished Software (or authorize any third party to do any of the foregoing), except and solely to the extent, if any, that applicable local law requires that such activities be permitted.  SANMINA-SCI shall not make or allow modifications to be made to the ADAPTEC-Furnished Items without ADAPTEC’s prior written consent.  SANMINA-SCI shall be responsible for reasonable diligence and care in the use and protection of any ADAPTEC-Furnished Items and routine maintenance of any ADAPTEC-Furnished Items that consists of equipment, but shall not be responsible for repairs or replacements (including servicing and calibration to the equipment) unless such failure was caused by SANMINA-SCI’s negligence or willful misconduct.  SANMINA-SCI’s production and warranty obligations which require the utilization of the returned ADAPTEC-Furnished Items will cease upon SANMINA-SCI’s fulfillment of ADAPTEC’s request.  Nothing contained herein shall be deemed to limit any rights to any ADAPTEC-Furnished Software that SANMINA-SCI has obtained as a result of any other Agreement between the Parties

 

9.3.           ADAPTEC-Furnished Components .  ADAPTEC-Furnished Components shall be handled in accordance with SANMINA-SCI’s procedures regarding ADAPTEC-Furnished Material, incorporated by reference herein, copies of which are available upon request.

 

10.           INDEMNIFICATION AND LIMITATION OF LIABILITY

 

10.1          SANMINA-SCI’s Indemnification .  SANMINA-SCI shall indemnify, defend, and hold ADAPTEC and ADAPTEC’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the “ ADAPTEC-Indemnified Parties ”) harmless from all third party demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind (each a “ Claim ,” and, collectively “ Claims ”): (i) based upon personal injury or death or injury to property (other than damage to the Product itself, which is handled in accordance with Article 8/Warranty) to the extent any of the foregoing is proximately caused either by the negligent or willful acts or omissions of SANMINA-SCI or its officers, employees, subcontractors or agents and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with SANMINA-SCI’s manufacturing processes, which, as to all Products, shall include any Warranted In-Sourced Components for which SANMINA-SCI has designed for ADAPTEC.

 

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10.2          ADAPTEC’s Indemnification .  ADAPTEC shall indemnify, defend, and hold SANMINA-SCI and SANMINA-SCI’s affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the “ SANMINA-SCI-Indemnified Parties ”) harmless from all third party Claims (i) based upon personal injury or death or injury to property to the extent any of the foregoing is proximately caused either by a defective Product, except to the extent that a Product is defective as a result of SANMINA-SCI’s manufacture thereof, which as to all Products, shall include any Warranted In-Sourced Components that SANMINA-SCI has designed for ADAPTEC (ii) by the negligent or willful acts or omissions of ADAPTEC or its officers, employees, subcontractors or agents and/or (iii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with the Products, except for Claims of infringement, misappropriation or violation for which SANMINA-SCI is responsible under Section 10.2 above.

 

10.3          Procedure .  A Party entitled to indemnification pursuant to this Section 10 (the “ Indemnitee ”) shall promptly notify the other Party (the “ Indemnitor ”) in writing of any Claims covered by this indemnity.  Promptly after receipt of such notice, the Indemnitor shall assume the defense of such Claim with counsel reasonably satisfactory to the Indemnitee.  If the Indemnitor fails, within a reasonable time after receipt of such notice, to assume the defense with counsel reasonably satisfactory to the Indemnitee or, if in the reasonable judgment of the Indemnitee, a direct or indirect conflict of interest exists between the Parties with respect to the Claim, the Indemnitee shall have the right to undertake the defense, compromise and settlement of such Claim for the account and at the expense of the Indemnitor. Notwithstanding the foregoing, if the Indemnitee in its sole judgment so elects, the Indemnitee may also participate in the defense of such action by employing counsel at its expense, without waiving the Indemnitor’s obligation to indemnify and defend.  The Indemnitor shall not compromise any Claim (or portions thereof) or consent to the entry of any judgment without an unconditional release of all liability of the Indemnitee as to each claimant or plaintiff.

 

10.4          Limitation of Liability .  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, PUNITIVE OR SPECIAL DAMAGES, OR ANY DAMAGES WHATSOEVER RESULTING FROM LOSS OF USE, DATA OR PROFITS, EVEN IF SUCH OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  The foregoing shall not limit a Party’s liability for a breach of its obligations under Section 14.2.  IN ADDITION, IN NO EVENT SHALL SANMINA-SCI’S LIABILITY FOR ALL CLAIMS ARISING OUT OF THIS AGREEMENT EXCEED *.  THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY.  Notwithstanding the foregoing, the foregoing cap on liability shall not apply to limit: (i) a Party’s obligation to indemnify the other Party against any third party Claim for personal injury or property damage, (ii) a Party’s liability for actual damages required to be paid to any third party as a result of any infringement claim; or (iii) a Party’s liability for a breach of Section 14.2.  Nothing herein shall limit ADAPTEC’s liability under Section 11.5.

 

11.           TERMINATION

 

11.1          Termination for Cause .  Either Party may terminate this Agreement or an Order hereunder for default if the other Party materially breaches this Agreement; provided, however, no termination right shall accrue until thirty (30) days after the defaulting Party is notified in writing of the material breach; provided , that as to any alleged material breach by ADAPTEC of its payment obligations under Section 4.5 such termination right shall accrue after five (5) days, and has failed to cure or give adequate assurances of performance within the thirty (30) day period or five (5) day period, as applicable, after notice of material breach.

 

11.2          Termination for Convenience .  Subject to Section 3.1, ADAPTEC may terminate this Agreement hereunder for any reason upon thirty (30) days’ prior written notice and may terminate any Order hereunder for any reason upon ninety (90) days’ (before scheduled shipment) prior written notice.  For clarification, ADAPTEC may terminate this Agreement for convenience as to the Products other than the Exclusive Products in accordance with the preceding sentence.  ADAPTEC may not terminate this Agreement for convenience as to the Exclusive Products until after the end of the Exclusivity Period.

 

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SANMINA-SCI may terminate this Agreement, in whole or in part, for any reason upon one hundred eighty (180) days’ notice.

 

11.3          Termination for Financial Condition .  Either Party may terminate this Agreement upon notice to the other Party if the other Party (a) enters into or file a petition, arraignment or proceeding seeking an order for relief under the bankruptcy laws of its respective jurisdiction; (b) enters into a receivership of any of its assets or (c) enters into a dissolution or liquidation of its assets or an assignment for the benefit of its creditors.

 

11.4          Termination for Force Majeure Event .  If, as a result of a Force Majeure Event (defined in Section 13.1), a Party’s is unable to perform for a cumulative period of ninety (90) days, then the other Party, at its option may terminate this Agreement upon five (5) days notice to the other Party.

 

11.5          Consequences of Termination .

 

(a)            Termination by SANMINA-SCI for Cause .  In the event that SANMINA-SCI terminates this Agreement or an Order pursuant to Section 11.1 (Termination of Cause), ADAPTEC shall pay SANMINA-SCI termination charges equal to: (1) the contract price for all finished Product existing at the time of termination; and (2) ADAPTEC’s Component Liability pursuant to Section 5.4(e)).

 

(b)            Termination for Convenience; Termination for Financial Condition; Termination for ADAPTEC Force Majeure Event .  In the event that either Party terminates this Agreement pursuant to Section 11.2 (Termination for Convenience) or Section 11.3 (Termination for Financial Condition) or SANMINA-SCI terminates this Agreement pursuant to Section 11.4 (Termination for Force Majeure Event), ADAPTEC shall pay SANMINA-SCI termination charges equal to (1) the contract price for all finished Product existing at the time of termination; and (2) ADAPTEC’s Component Liability pursuant to Section 5.4(e)).

 

(c)            Termination by ADAPTEC for Cause; Termination for SANMINA-SCI Force Majeure Event .  In the event ADAPTEC terminates this Agreement or any Order pursuant to Section 11.1 (Termination for Cause) or ADAPTEC terminates this Agreement pursuant to Section 11.4 (Termination for Force Majeure Event), ADAPTEC shall pay SANMINA-SCI termination charges equal to (1) the contract price for all finished Product existing at the time of termination; and (2) ADAPTEC’s Component Liability pursuant to Section 5.4(e)); provided , however, that, for the purposes of this subsection only, ADAPTEC’s Component Liability shall be calculated based on the quoted cost of Components as stated on the BOM rather than the Delivered Cost (i.e., exclusive of any margin).

 

(d)            Work In Process .  In the event of termination for any reason, SANMINA-SCI shall finish all work in process such that the product can be shipped as a finished Product.  In the event ADAPTEC requests that SANMINA-SCI not complete any work in process, the termination charges shall include the value of the work in process (e.g., SANMINA-SCI’s cost of the work-in-progress (including labor and Components, and a * margin on Components).

 

11.6          Survival .  In addition to the Parties’ obligations to pay any unpaid but accrued amounts due and payable prior to the effective date of termination or expiration, the rights and obligations of the Parties under Sections 5.4(d), 5.4(e), 8, 10, 11.5, 11.6, 14 and 16 will survive any termination or expiration of this Agreement.

 

12.           QUALITY

 

12.1          Specifications.   Product shall be manufactured by SANMINA-SCI in accordance with the Specifications, as modified via written ECO’s in accordance with this Agreement.  Neither Party s hall make any change to the Specifications, to any Components described therein, or to the Products (including, without limitation, changes in form, fit, function, design, appearance or place of manufacture of the Products or changes which would affect the reliability of any of the Products) unless such change is made in accordance with Section 7.1.  Notwithstanding the foregoing, SANMINA-SCI shall be permitted to make

 

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changes in its manufacturing process at any time, so long as such changes do not affect the form, fit or function of the Products.  SANMINA-SCI will inform ADAPTEC of changes to its manufacturing process by means of a PCN (product change notice).

 

12.2                            Content of Specifications.   The Specifications shall include (as applicable), but shall not be limited to (i) detailed electrical, mechanical, performance and appearance specifications for each model of Product, (ii) the BOM; (iii) tooling specifications, along with a detailed description of the operation thereof, (iv) art work drawings, (v) Component specifications, and (vi) Vendor cross references.

 

12.3                            Components.   SANMINA-SCI shall use in its production of Products such Components of a type, quality, and grade specified by ADAPTEC to the extent ADAPTEC chooses to so specify, and shall purchase Components only from Vendors appearing on ADAPTEC’s approved vendor list (“ AVL ”); provided , however, that in the event SANMINA-SCI cannot purchase a Component from a Vendor on ADAPTEC’s AVL for any reason, SANMINA-SCI shall be able to purchase such Component from an alternate Vendor, subject to ADAPTEC’s prior written approval, which approval shall not be unreasonably withheld or delayed.  SANMINA-SCI shall use commercially reasonable efforts to manage all Vendors, but shall not be responsible for any Component (including the failure of any Component to comply with the Specifications).

 

12.4                            SANMINA-SCI In-Sourced Components .  Notwithstanding the provisions of Section 12.3 or anything in this Agreement to the contrary, subject to the provisions of this Section 12.4, SANMINA-SCI will have the right to in-source one hundred percent (100%) of Components, including without limitation, PCBs, Backplane Assemblies, PCBAs, Enclosures, Cables, Memory Modules, and Optical Modules, if SANMINA-SCI has the capability to do so.  SANMINA-SCI will provide ADAPTEC with such information as ADAPTEC may reasonably request to enable ADAPTEC to confirm that SANMINA-SCI has the required quality and technology to in-source such Components, as described herein.  In addition, and without limiting the generality of the foregoing, ADAPTEC reserves the right to require qualification and test data of any Components that SANMINA-SCI desires to in-source.  Subject to the foregoing, SANMINA-SCI will inform ADAPTEC if it commences manufacturing of any Products using Components in-sourced by SANMINA-SCI in accordance with the terms hereof.  Any Component in-sourced by SANMINA-SCI pursuant to the terms hereof is referred to as a “ SANMINA In-Sourced Component ”.

 

12.5                            Quality Specifications.   SANMINA-SCI shall comply with the quality specifications set forth in the ADAPTEC Quality Plan provided to SANMINA-SCI on December 20, 2005.

 

12.6                            Inspection of Facility.   Upon reasonable advance written notice and, upon SANMINA-SCI’s request the execution of an appropriate nondisclosure agreement, ADAPTEC may inspect the Products and Components held by SANMINA-SCI for ADAPTEC at SANMINA-SCI’s facilities during SANMINA-SCI’s regular business hours, provided that such inspection does not unduly affect SANMINA-SCI’S operations.  ADAPTEC and its representatives shall observe all security and handling measures of SANMINA-SCI while on SANMINA-SCI’s premises.  ADAPTEC and its representatives acknowledge that their presence on SANMINA-SCI’s property is at their sole risk.  If SANMINA-SCI desires to manufacture Products for ADAPTEC at a facility not previously inspected and qualified by ADAPTEC, SAMINA-SCI will provide ADAPTEC with a reasonable opportunity to inspect such facility and to undertake any processes deemed reasonably necessary by ADAPTEC to qualify the facility, including the equipment and the personnel that will be used for the manufacture of Products.

 

13.                                FORCE MAJEURE

 

13.1                            Force Majeure Event.   For purposes of this Agreement, a “ Force Majeure Event ” shall means the occurrence of unforeseen circumstances beyond a Party’s control and without such Party’s negligence or intentional misconduct, including, but not limited to, any act by any governmental authority, act of war, natural disaster, strikes, lockouts or labor disputes by or with any non-SANMINA-SCI employees, boycott, embargo, riot or civil commotion.

 

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13.2                            Notice of Force Majeure Event.   Neither Party shall be responsible for any failure to perform due to a Force Majeure Event; provided that such Party gives notice to the other Party of the Force Majeure Event as soon as reasonably practicable, but not later than five (5) days after the date on which such Party knew or should reasonably have known of the commencement of the Force Majeure Event, specifying the nature and particulars thereof and the expected duration thereof; provided , however, that the failure of a Party to give notice of a Force Majeure Event shall not prevent such Party from relying on this Section except to the extent that the other Party has been prejudiced thereby.

 

13.3                            Termination of Force Majeure Event.   The Party claiming a Force Majeure Event shall use reasonable efforts to mitigate the effect of any such Force Majeure Event and to cooperate to develop and implement a plan of remedial and reasonable alternative measure to remove the Force Majeure Event.  Upon the cessation of the Force Majeure Event, the Party affected thereby shall immediately notify the other Party of such fact, and use its best efforts to resume normal performance of its obligations under the Agreement as soon as possible.  Nothing herein shall require a Party to settle any labor strikes.

 

13.4                            Limitations.   Notwithstanding that a Force Majeure Event otherwise exists, the provisions of this Article shall not excuse (i) any obligation of either Party, including the obligation to pay money in a timely manner for Product actually delivered or other liabilities actually incurred, that arose before the occurrence of the Force Majeure Event causing the suspension of performance; or (ii) any late delivery of Product, equipment, materials, supplies, tools, or other items to the extent caused by negligent acts or omissions on the part of such Party.

 

14.                                CONFIDENTIALITY AND NON-SOLICITATION OF EMPLOYEES

 

14.1                            Definitions .  For the purpose of this Agreement,

 

(a)                                   “ Confidential Information ” means information (in any form or media) regarding a Party’s customers, prospective customers (including lists of customers and prospective customers), methods of operation, engineering methods and processes (include any information which may be obtained by a Party by reverse engineering, decompiling or examining any software or hardware provided by the other Party under this Agreement), programs and databases, patents and designs, billing rates, billing procedures, vendors and suppliers, business methods, finances, management, or any other business information relating to such Party (whether constituting a trade secret or proprietary or otherwise) which has value to such Party and is treated by such Party as being confidential; provided , however , that Confidential Information does not include information that (i) is rightfully known to the other Party prior to receipt from the Disclosing Party hereunder, which knowledge shall be evidenced by written records, (ii) is independently developed by the Receiving Party, as evidenced by written records, without access to any of the Disclosing Party’s Confidential Information; (iii) is or becomes in the public domain through no breach of this Agreement, or (iv) is received from a third party without breach of any obligation of confidentiality; and provided further , that Confidential Information does not include any information provided by ADAPTEC to SANMINA-SCI regarding the manufacturing process.

 

(b)                                  “ Person ” shall mean and include any individual, partnership, association, corporation, trust, unincorporated organization, limited liability company or any other business entity or enterprise.

 

(c)                                   “ Representative ” shall mean a Party’s employees, agents, or representatives, including, without limitation, financial advisors, lawyers, accountants, experts, and consultants.

 

14.2                            Nondisclosure Covenants .

 

(a)                                   In connection with this Agreement, each Party (the “ Disclosing Party ”) may furnish to the other Party (the “ Receiving Party ”) or its Representatives certain Confidential Information.  For a period of three (3) years from the date of the last disclosure under this Agreement, the Receiving Party: (a) shall maintain as confidential all Confidential Information disclosed to it by the Disclosing Party, (b) shall

 

17

 

not, directly or indirectly, disclose any such Confidential Information to any Person other than (i) those Representatives of the Receiving Party whose duties justify the need to know such Confidential Information and then only after each Representative has agreed to be bound by this Confidentiality Agreement and clearly understands his or her obligation to protect the confidentiality of such Confidential Information and to restrict the use of such Confidential Information or (ii) if SANMINA-SCI is the Receiving Party, a third party Vendor for the purpose of obtaining price quotations and (c) shall treat such Confidential Information with the same degree of care as it treats its own Confidential Information (but in no case with less than a reasonable degree of care).

 

(b)                                  The disclosure of any Confidential Information is solely for the purpose of enabling each Party to perform under this Agreement, and the Receiving Party shall not use any Confidential Information disclosed by the Disclosing Party for any other purpose.

 

(c)                                   Except as otherwise set forth in this Agreement, all Confidential Information supplied by the Disclosing Party shall remain the property of the Disclosing Party, and will be promptly returned by the Receiving Party upon receipt of written request therefor.

 

(d)                                  If the Receiving Party or its Representative is requested or becomes legally compelled to disclose any of the Confidential Information, it will provide the Disclosing Party with prompt written notice.  If a protective order or other remedy is not obtained, then only that part of the Confidential Information that is legally required to be furnished will be furnished, and reasonable efforts will be made to obtain reliable assurances of confidentiality.

 

14.3                            Injunctive Relief Authorized.  Any material breach of this Article by a Party or its Representatives may cause irreparable injury and the non-breaching Party may be entitled to equitable relief, including injunctive relief and specific performance, in the event of a breach.  The above will not be construed to limit the remedies available to a Party.  In addition, the prevailing Party will be entitled to be reimbursed for all of its reasonable attorneys’ fees and expenses at all levels of proceedings and for investigations, from the non-prevailing Party.

 

14.4                            No Publicity.   Each Party agrees not to issue any press release or make any public announcement relating to the subject matter of this Agreement without the prior consent of the other Party, except as a Party believes in good faith is required by applicable law or any listing or trading agreement concerning its publicly-traded securities (in which case, the Party seeking to disclose the information shall give reasonable notice to the other Party of its intent to make such a disclosure).

 

15.                                INSURANCE

 

SANMINA-SCI agrees to maintain during the term of this Agreement a) workers’ compensation insurance as prescribed by the law of the state in which SANMINA-SCI’s services are performed; (b) employer’s liability insurance with limits of at least $500,000 per occurrence; (c) commercial automobile liability insurance if the use of motor vehicles is required, with limits of at least $1,000,000 for bodily injury and property damage for each occurrence; (d) commercial general liability insurance, including blanket contractual liability and broad form property damage, with limits of at least $1,000,000 combined single limit for personal injury and property damage for each occurrence; and (e) commercial general liability insurance endorsed to include products liability and completed operations coverage in the amount of $1,000,000 for each occurrence.  SANMINA-SCI shall furnish to ADAPTEC certificates or evidence of the foregoing insurance indicating the amount and nature of such coverage and the expiration date of each policy.  Each Party agrees that it, its insurer(s) and anyone claiming by, through, under or in its behalf shall have no claim, right of action or right of subrogation against the other Party and the other Party’s affiliates, directors, officers, employees and customers based on any loss or liability insured against under the insurance required by this Agreement.

 

18

 

16.                                MISCELLANEOUS

 

16.1                            Integration Clause . This Agreement (including the Exhibits and Schedules to this Agreement), together with the Asset Purchase Agreement and the Ancillary Agreements, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes any prior understandings, agreements, warranties or representations by or between the Parties, written or oral, to the extent they related in any way to the subject matter hereof.  This Agreement may be amended by the Parties hereto at any time by execution of an instrument in writing signed on behalf of each of the Parties hereto.

 

16.2                            Order of Precedence .  All quotations, Orders, acknowledgments and invoices issued pursuant to this Agreement are issued for convenience of the Parties only and shall be subject to the provisions of this Agreement and the Exhibits hereto.  When interpreting this Agreement, precedence shall be given to the respective parts in the following descending order: (a) this Agreement; (b) Schedules and Exhibits to this Agreement; and (c) if Orders are used to release product, those portions of the Order that are not pre-printed and which are accepted by SANMINA-SCI.  The Parties acknowledge that (y) the preprinted provisions on the reverse side of any such quotation, Order, acknowledgment or invoice and (z) all terms other than the specific terms set forth in Section 5.3(a) hall be deemed deleted and of no effect whatsoever.

 

16.3                            Waiver .  The rights and remedies of the Parties to this Agreement are cumulative and not alternative.  Neither the failure nor any delay by any Party in exercising any right, power or privilege under this Agreement or the documents referred to in this Agreement will operate as a waiver of such right, power or privilege, and no single or partial exercise of such right, power, or privilege will preclude any other or further exercise of such right, power, or privilege or the exercise of any other right, power, or privilege.  To the maximum extent permitted by applicable law, (i) no claim or right arising out of this Agreement or the documents referred to in this Agreement can be discharged by one Party, in whole or in part, by a waiver or renunciation of the claim or right unless in writing signed by the other Party; (ii) no waiver that may be given by a Party will be applicable except in the specific instance for which it is given; and (iii) no notice to or demand on one Party will be deemed to be a waiver of any obligation of such Party or of the right of the Party giving such notice or demand to take further action without notice or demand as provided in this Agreement or the documents referred to in this Agreement.

 

16.4                            Assignment .  This Agreement shall be binding upon and inure to the benefit of the Parties named herein (including their Affiliates) and their respective successors and permitted assigns.  Neither Party may assign or transfer this Agreement or any of its rights, interests, or obligations hereunder without the prior written approval of the other Party.  Notwithstanding the foregoing, (i) either Party may assign or transfer this Agreement or any of its rights, interests, or obligations hereunder to an Affiliate, without the consent of the other Party; and (ii) ADAPTEC may assign or transfer this Agreement or any of its rights, interests, or obligations hereunder, to a third party that succeeds to all or substantially all of its assets or related business (whether by sale, merger, operation of law or otherwise), without the consent of SANMINA-SCI.

 

16.5                            Independent Contractors .  In the exercise of their respective rights, and the performance of their respective obligations under this Agreement, the Parties are, and will remain, independent contractors.  Nothing in this Agreement will be construed (i) to constitute the Parties as principal and agent, partners, joint venturers, or otherwise as participants in a joint undertaking; or (ii) to authorize a Party to enter into any contract or other binding obligation on the part of the other Party.  No Party will represent to any other person, firm, corporation or other entity that it is authorized to enter into any contract or other binding obligation on behalf of the other Party.

 

16.6                            Notices. . All notices and other communications required or permitted hereunder shall be in writing, shall be effective when given, and shall in any event be deemed to be given upon receipt or, if earlier, (a) upon delivery, if delivered by hand, (b) three business days after the business day of deposit with Federal Express or similar overnight courier, freight prepaid or (c) one business day after the business day of facsimile transmission, if delivered by facsimile transmission with copy by Federal Express or similar overnight courier, freight prepaid, and shall be addressed to the intended recipient as set forth below:

 

19

 

If to SANMINA-SCI:
		Sanmina-SCI Corporation
		2700 North First Street
		San Jose, CA 95134
		Attention: Robin Walker, Senior Vice President, Corporate Development
		Steven Jackman, Vice President and Corporate Counsel
		Telephone No.: (408) 964-3500
		Facsimile No.: (408) 964-3636
Copy to:
		Wilson Sonsini Goodrich & Rosati, Professional Corporation
		650 Page Mill Road
		Palo Alto, California 94304
		Attention:	Christopher D. Mitchell, Esq.
		Facsimile:	(650) 493-6811
If to ADAPTEC:
		ADAPTEC, INC.
		691 S. Milpitas Blvd.
		Milpitas, California 95035
		Attention: Chief Financial Officer
Copy to:		ADAPTEC, INC.
		691 S. Milpitas Blvd.
		Milpitas, California 95035
		Attention: Chief Financial Officer

 

Either Party may change the address to which notices, requests, demands, claims, and other communications hereunder are to be delivered by giving the other Party ten (10) days’ advance written notice to the other Party pursuant to the provisions above.

 

16.7                            Severability .  Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation or in any other jurisdiction.

 

16.8                            Construction .  The Parties have participated jointly in the negotiation and drafting of this Agreement.  In the event an ambiguity or question of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement.  Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise.  The word “including” shall mean including without limitation.  Unless the context requires otherwise, all words used in this Agreement in the singular number shall extend to and include the plural, all words in the plural number shall extend to and include the singular, and all words in any gender shall extend to and include all genders.

 

16.9                            Headings .  The section headings contained in this Agreement are inserted for convenience only and shall not affect in any way the meaning or interpretation of this Agreement.

 

16.10                      Counterparts .  This Agreement may be executed in counterparts, each of which shall be deemed an original but all of which together will constitute one and the same instrument.

 

20

 

16.11                      Disputes/Choice of Law/Attorneys Fees .  The Parties shall attempt to resolve any disputes between them arising out of this Agreement through good faith negotiations.  In the event the Parties cannot resolve a dispute, the Parties acknowledge and agree that the competent court in Santa Clara, California (the “ Competent Court ”) (and not any other court in any state or country) shall have exclusive jurisdiction in connection with this Agreement.  Each Party hereby irrevocably submits to the exclusive jurisdiction of the Competent Court in any action or proceeding arising out of or relating to this Agreement and irrevocably waives any objection such person may now or hereafter have as to the venue of any such suit, action or proceeding brought in the Competent Court or that the Competent Court is an inconvenient forum.  This Agreement shall be governed in all respects solely by the substantive laws of the State of California, without regard to conflicts of laws or the choice of law principles of any jurisdiction including the State of California, and without the need of any Party to establish the reasonableness of the relationship between the laws of the State of California and the subject matter of this Agreement, and all questions concerning the validity and construction hereof shall be determined in accordance with the laws of the State of California.  If any legal proceeding or other action relating to this Agreement is brought or otherwise initiated, the prevailing Party shall be entitled to recover reasonable attorneys fees, costs and disbursements (in addition to any other relief to which the prevailing Party may be entitled).

 

21

 

IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed effective as of the Closing Date, by their officers, duly authorized.

SANMINA-SCI CORPORATION				ADAPTEC, INC.
By:	/s/ Charles C. Mason Jr.			By:		/s/ Marshall Mohr
	Signature					Signature
Charles C. Mason Jr.						Marshall Mohr
		Typed Name				Typed Name
Vice President, Business Development						VP & CFO
		Title				Title
						December 23, 2005
		Date				Date

 

Signature Page to Manufacturing Services and Supply Agreement

 

EXHIBITS

 

A	SINGAPORE PRODUCTS
B	PRICING FOR FORECASTED SINGAPORE PRODUCTS
C.	ADAPTEC FURNISHED EQUIPMENT/CONSIGNED COMPONENTS

 

22

 

EXHIBIT A

SINGAPORE PRODUCTS

 

Mat Class		Material #		Description		System Products
FINB		2123200		ASR-2020ZCR/128MB/FSC BULK
FINB		2176400		ASR-2200S/128MB/LGC BULK
FINB		2074500GE		ICP GDT8523RZ/GE KIT
FINB		1820300		AHA-2940U2W/SIEMENS-2 BAG BULK
FINB		1873800EU		(OBS)3200S/EU KIT(TA-1422-OTC)
FINB		1913800		ASR-3210S/64MB BULK
FINB		1851300		AHA-2940UW/NEC BULK
FINB		1902600		DM4050-64 IPP KT TA-1142-CPQ
FINB		2077800		ICP 8958 INT LVDS/SE TERM
FINB		1901900		PM3755U2B-B-3U2-64MTA-1364-SUN
FINB		1662100		(OBS)AHA-2940UW RTL(97)
FINB		1911100		PM3755U2B-B-2U2-32MTA-1383-BUL
FINB		1858400		ASC-29160LP BAG BULK
FINB		1755700		(OBS)AHA-3950U2B BAG BULK
FINB		1911700		PM3755U2B-B-3U2-64MTA-1375-CPQ
FINB		2005200JA		ASC-39320D-R/JA KIT
FINB		1902900		FRU FOR PM3755U2B TA-1180-SUN
FINB		1999700		ASC-39320D 10PK
FINB		2075100		ICP GDT8623RZ KIT
FINB		1851700		AAC-364/DELL2 W/O HDL BAG BULK
FINB		939200		(OBS)AHA-2744W KIT
FINB		1883400		ASR-2100S SGL (TA-1432-OTC)
FINB		2031600		ASR-2200S/64MB/HITACHI BULK
FINB		1964200		AHA-2940UW/FSC BULK
FINB		1828200		(OBS)ASC-19160 BULK
FINB		1822300JA		ASC-39160/JA KIT
FINB		1728700JA		AHA-2944UW/FUJITSU SGL
FINB		1917400JA		ASR-3410S/JA KIT
FINB		1803600CN		(OBS)AHA-2940UW/CN KIT
FINB		1706600		AHA-2944UW/SNI BAG BULK
FINB		1736700		(OBS)AHA-3950U2 KIT
FINB		1903000		FRU FOR BB4050 BK TA-1136-SUN
FINB		2076300		ICP 8799 FIRMWARE UPGRADE
FINB		1721400		AHA-2940U2W/DELL BAG BULK
FINB		949500		(OBS)AHA-2940/IBM-1
FINB		2122700		ABM-400 KIT
FINB		1605100		AHA-2940 ULT 10-PK
FINB		1844700		(OBS) AAC-3642/128MB/HP BULK
FINB		2197200		ASR-2025ZCR/64MB/HIT BULK
FINB		2033900		ASR-2020S/128MB/3U/IBM BULK
FINB		2118700		ASR-2130SLP/256MB SGL
FINB		2045800		ASR-2120S/64MB/HPWS BULK
FINB		451700		(OBS)AHA-1744 BULK
FINB		1806500		(OBS)AAA-133U2/2MB BAG BULK
FINB		2108900		ASR-2020S/128MB/IBM FRU-2

 

 

Mat Class		Material #		Description		System Products
FINB		2067800		ASC-39160/DELL2 BULK
FINB		1795400JA		AHA-2940U/JA 10PK
FINB		2057400		ASC-29320LP/HPRV BULK
FINB		581600		(OBS)AHA-2740W SINGLE
FINB		2075000		ICP GDT8524RZ+BBU KIT
FINB		950400		AHA-2940U BAG BULK
FINB		1654600		(OBS)AHA-2944UW/OF BAG
FINB		1961700JA		ASR-2200S/JA KIT
FINB		1843000		AHA-2940U2B/FUJITSU BULK
FINB		1891300		AAR-2400A KIT
FINB		1786000		(OBS)AHA-3950U2B/ACER BAG BULK
FINB		1931500		ASR-2000S KIT
FINB		2164100		ASR-2025ZCR/64MB/SUP BULK
FINB		2119000		ASR-2230SLP 20PK
FINB		2074400		ICP GDT8124RZ KIT
FINB		1874000		(OBS)AMM-232 KIT (TA-1410-OTC)
FINB		1873700EU		ASR-2100S/EU KIT (TA-1420-OTC)
FINB		581700		(OBS)AHA-2742W SINGLE
FINB		1978600		ASC-29320LP-R 10PK
FINB		1911300		2100S/32M SPAREKT TA-1418-CPQ
FINB		2001600		ASR-2200S SGL
FINB		1913700		ASR-3210S/32MB BULK
FINB		1848800		ASC-29160 CPQ BULK
FINB		2148300		ASR-2020ZCR-B/128MB BULK
FINB		989000		AHA-2940 ULTRA KIT
FINB		1829000		(OBS)AHA-3960D CPQ02 BAG BULK
FINB		1863600JA		ASC-29160LP/JA 10 PK
FINB		1965500		ASC-39160/NETAPP BULK
FINB		2071800		ASC-39320A BULK
FINB		2092800		ASR-2130SLP/128MB BULK
FINB		1871100		AHA-2940UW/IBM-6 FRU
FINB		1798400		(OBS)AHA-2930U2, BAG BULK
FINB		2034000		ASR-2020S/128MB/IBM OPTION KIT
FINB		1870500		ASC-29160LP HIGH/IBM FRU
FINB		2100500		ATB-100/256MB/IBM BATT PK FRU
FINB		1961800		ASR-2120S KIT
FINB		1917500		ASR-3410S SGL
FINB		1605300		(OBS)AHA-3940UW SINGLE
FINB		1902700		DM4050-16 IPP KT TA-1140-CPQ
FINB		2130300		ASR-2025ZCR/64MB BULK
FINB		966500		(OBS)AHA-3940UW KIT
FINB		1615800		AHA-2944UW BAG BLK
FINB		1978200		ASC-29320-R 10PK
FINB		1804200		(OBS)AAA-131U2 KIT
FINB		2042600		ASR-2000S/48MB/FUJ-U160 BULK
FINB		2181200		ASR-2120S/64MB/LP/LGC BULK
FINB		1739900		(OBS)AHA-2940U2B BAG BULK

 

 

Mat Class		Material #		Description		System Products
FINB		1777500		(OBS)ARO-1130CA2 BAG BULK
FINB		1799400		(OBS)ARO-1130U2/2MB BAG BULK
FINB		1760300		(OBS)AAA-132SA/2MB, BAG BULK
FINB		1970300		ABM-300 BULK
FINB		1803800		(OBS)AAA-131U2/2MB BAG BULK
FINB		1742000		(OBS)AHA-2940UW/OF KIT
FINB		979300		(OBS)AHA-3940UWD BAG BK
FINB		1991500		ASR-2200S/64MB/DELL WS BULK
FINB		2050300		ASR-2020S/128MB/2U/IBM BULK
FINB		2036100		ASR-2010S/48MB/HITACHI BULK
FINB		1832400		(OBS)AHA-3960D CPQ01 BAG BULK
FINB		1692800		(OBS)AAA-131CA KIT
FINB		1650600		(OBS)AHA-3940AU BAGBULK
FINB		1873700JA		ASR-2100S/JA KIT (TA-1426-OTC)
FINB		1912200		ASR-2100S32MBULKTA-1389FUJ
FINB		1927600		ASR-2000S/48MB BULK
FINB		2016300		ASR-2000S/48MB-LP BULK
FINB		2093200		ASR-2230SLP/128MB BULK
FINB		1648000		AHA-3944AUWD BAGBK
FINB		961900		(OBS)AHA-3980/85UPGRADE
FINB		1779200		(OBS)AHA-2940U2 OEM/COMPAQ BAG
FINB		1681700		(OBS)AHA-2940U/B BAG BK
FINB		1698500		(OBS)ARO-1130CA OEM BAG
FINB		1894700		ASR-3200S2X32MBKTA-1439FUJ
FINB		1639300		(OBS)AHA-2940UW/IBM-4
FINB		1796700		(OBS)AHA-3950U2 SGL
FINB		1993700		ASR-2110S/32MB/HITACHI BULK
FINB		583100		(OBS)AHA-2742AT KIT
FINB		1928700		ASR-2100S BULK TA-1389-FSJ
FINB		1658300		(OBS)AHA-2940UW/NCR TRY
FINB		2010000		ASR-2010S/16MB BULK
FINB		950500		(OBS)AHA-2940U TRAY BLK
FINB		2058300		ASR-2010S/48MB/FUJ BULK
FINB		1946300		ASC-29160LP HIGH/IBM-2 BULK
FINB		1994000		ASR-2005S/48MB/HITACHI BULK
FINB		1860500		ASC-29320LP BAG BULK
FINB		1804200JA		(OBS)AAA-131U2/JA KIT
FINB		1916400		AHA-2944UW/FSC1 BULK
FINB		1832700		AHA-3944AUWD/EMC1 BAG BULK
FINB		1875600		ASC-29160/FSC BAG BULK
FINB		1605000		(OBS)AHA-2940UW SINGLE
FINB		1853200		ASC-29160/MICRON BULK
FINB		1785900		AHA-2940U2W/ACER BAG BULK
FINB		2148100		ASR-2020ZCR-B/64MB BULK
FINB		1745000JA		AHA-2940U/HITACHI BAG BULK
FINB		1769400		AHA-2940U/S1.32 BAG BULK
FINB		1978500		ASC-29320LP-R KIT

 

 

Mat Class		Material #		Description		System Products
FINB		1834800		(OBS)AHA-2940U2 OEM/DELL2 BAG
FINB		1775600		(OBS)AHA-2940U2W/SNI BAGBULK
FINB		1839700		ASC-29160N CPQ KIT
FINB		1978300		ASC-39320-R KIT
FINB		1821000		ARO-1302/0MB DELL BULK
FINB		1887000		ASC-29160LP LOW HT BRKT 50-PK
FINB		1820900		AHA-2944UW/B COMPAQ BAG BULK
FINB		1728200		AHA-2944UW/A NCR TRAY BULK
FINB		1907500		ABM-100 KIT TA-1242-FSC
FINB		2058400		ASR-2010S/48MB-LP/FUJ BULK
FINB		1797600		ASW-7800 v3.02 VOL
FINB		1860700		ASC-39320 BAG BULK
FINB		2010800		ASR-2015S/16MB BULK
FINB		1730000		AHA-2940UW/B IBM-6
FINB		1993900		ASR-2000S/48MB/HITACHI BULK
FINB		1982500		ASC-29160/GATEWAY1 BULK
FINB		1887400		ASC-29160/HP NSD ACC KIT
FINB		1978500JA		ASC-29320LP-R/JA KIT
FINB		2051800		ASC-29320LP/HPWS BULK
FINB		1699200		(OBS)AHA-2940U/A TRAY BULK
FINB		1978300JA		ASC-39320-R/JA KIT
FINB		1913900		ASR-3410S/32MB BULK
FINB		1799300		(OBS)ARO-1130U2/0MB BAG BULK
FINB		988300		(OBS)AHA-2940U/COMPAQ B
FINB		1748800		(OBS)AHA-2930U2 KIT
FINB		1648300		(OBS)AHA-3940AUW BAGBLK
FINB		1705500		(OBS)AHA-3940AUW KIT
FINB		1811000		(OBS)ARO-1130U2 KIT
FINB		1605200JA		(OBS)AHA-2940UW/SJ 10PK
FINB		1906500		(OBS)AAR-2400A BAG BULK
FINB		1914000		ASR-3410S/64MB BULK
FINB		597000		(OBS)AHA-2940W TRAY BLK
FINB		2077500		(OBS)ICP 8845 SCSI BKT 2HD-VHD
FINB		1705600		(OBS)AHA-3940AUW SINGLE
FINB		1799200CN