MANUFACTURING SUPPLY AGREEMENT

1.1

All defined terms are as set forth in Attachment A to this Agreement or as stated in the Articles and Attachments of this Agreement.

2.1

The effective period of this Agreement shall commence on the Effective Date and shall, except as otherwise provided in this Agreement, continue in effect for a period of three (3) years (the “Initial Term”). After the Initial Term, this Agreement shall automatically be renewed for successive periods of twelve (12) months each (each a “Renewal Term”) on the same applicable terms and conditions, unless either Party elects to terminate this Agreement in accordance with Article 2.2 by delivering to the other Party a written termination notice not less than one hundred eighty (180) days prior to the end of the Initial Term or Renewal Term, as the case may be. Further, either Party shall have the right to terminate any Renewal Term, without cause, by delivering to the other Party a prior written termination notice of not less than ninety (90) days. The Initial Term, as it may be extended in accordance with this Article 2.1, is hereinafter referred to as the “Term”.

2.2

If a termination notice is delivered pursuant to Article 2.1, the Parties shall co-operate fully with each other to effect the transfer of the manufacturing of the Products from Supplier to Company, or a third party designated by Company, in order to help minimize any potential disruption of continuity of supply of Products and to minimize transfer costs and risks. Supplier shall provide all commercially reasonable termination assistance (“Termination Assistance”) requested by Company to allow for the orderly transfer of the manufacturing of the Products from Supplier to Company or such third party, as the case may be. In the event that such Termination Assistance is required beyond the termination date pursuant to Article 2.1, the parties shall, acting reasonably and in good faith, continue to provide such Termination Assistance and extend the Term of this Agreement on such appropriate terms as the parties may agree for one or more thirty (30) day periods, until such time as the Termination Assistance is no longer needed by Company.

2.3

In the event that Company decides to transition a Product or Product line from Supplier to a third party during the Term of this Agreement, provided that Company continues to meet its Purchase Commitment to Supplier in accordance with Article 6, Supplier shall co-operate fully and in good faith with Company to effect such transition of the manufacturing of such Product or such Product line from Supplier to Company, or a third party designated by Company, in order to help minimize any potential disruption of continuity of supply of Product. Supplier shall, acting in good faith, provide all commercially reasonable transition assistance requested by Company to allow for the

orderly transfer of the manufacturing of such Product from Supplier to Company or such third party, as the case may be.

2.4

Any termination or expiration of this Agreement shall not affect either Party’s outstanding obligations or payments due hereunder or under accepted Orders prior to such termination or expiration, nor shall it prejudice any other remedies that the Parties may have under this Agreement for events, actions or occurrences prior to such date. In any event, Supplier will accept Orders during the Term for delivery up to six (6) months, or the standard lead-time for delivery of the ordered Products, whichever is longer, after termination or expiration of this Agreement.

3.1

Company and Supplier acknowledge that a strategic relationship is required in order to ensure the ongoing continuity of supply of Products and services to Company’s customers. To that end, the Parties agree to establish an Oversight Committee that will meet quarterly, coinciding with the Quarterly Performance Review Process, as described in Article 25, and at such other times as may be required by this Agreement or mutually agreed by the Parties.

3.2

The Oversight Committee shall be established within thirty (30) days of the date of this Agreement. The initial members of the Oversight Committee are identified in Attachment Q. The Parties shall mutually agree, from time to time, on the number of persons from each Party that will comprise the committee. The Parties shall have equal representation on the committee. Meetings shall be held in person, by telephone or such other method as the committee shall reasonably determine. A Party may change a person designated to represent it by giving written notice thereof in the manner provided in Article 26.

3.3

Each Party expressly acknowledges that, unless it has received the other Party’s express authorization to do so, it has no right under this Agreement to divulge to any other third party information shared amongst the Parties at meetings of the Oversight Committee or the agreements or results of any discussions occurring at such meetings.

3.4

It is the intention of the Parties that the relationship of Supplier to Company shall be that of an independent third-party supplier. Neither Party intends to create a partnership, joint venture or similar type of legal entity or any entity of any kind, implied or direct.

3.5

It is the intention of the Parties to work closely together to manufacture the lowest cost products with the best quality and delivery performance in order to capture market demand and grow our business together. If the terms of this Agreement impede Company’s ability to win new business with its customers for product Supplier would manufacture, the Parties mutually agree to renegotiate the applicable terms in good faith.

3.6

During the Term, Supplier shall not, directly or indirectly, design, manufacture or market (1) any Supplier-branded products competitive with products marketed by Andrew Corporation or any of its Affiliates, or (2) any products that are competitive with the Products furnished hereunder; provided, however, nothing herein is intended to bar Supplier from:

(i)

manufacturing and selling such competitive products to third parties (who are not Affiliates of Supplier) pursuant to such third parties’ designs, even though such third parties may be in competition with Andrew; and

(ii)

establishing a design capability, independent of Supplier’s manufacturing function used to produce Products for sale to Company hereunder and, subject to Article 34, designing such competitive products for third parties who will own such designs and who are not Affiliates of Supplier, provided that Supplier, to the extent Supplier is not barred from doing so, gives Company the first right of refusal to produce such design. If Company

rejects the offer to create such design and Supplier creates such design, Supplier shall also have the right to manufacture for and sell to the third party a product to such design pursuant to Sub-article 3.6(i) above.

4.1

This Agreement is intended to provide the terms and conditions upon which Company shall obtain Products and their Successor Products, Commercially Purchased Items and Services for its own use or for resale to its Affiliates and to its and/or their customers.

4.2

The term “Product” or “Products” includes the various printed circuit board assemblies, sub-systems, orderable item kits, and full systems described in Attachment B, and any additional products (including New Products) that the Parties may in the future agree that Supplier shall manufacture for Company in accordance with the terms and conditions of this Agreement. For certainty, the term “Products” shall include all Successor Products to the foregoing products.

4.3

In addition to providing Company with Products pursuant to this Agreement, Company may also ask Supplier to provide commercially purchased items (“Commercially Purchased Items”). Commercially Purchased Items include but shall not be limited to various types of components, raw materials, cables, and cable assemblies for which Supplier adds no customization but purchases such Commercially Purchased Items solely for resale to Company.

4.4

Products shall be manufactured in accordance with the Specifications identified and incorporated into the applicable Orders and with all applicable Laws.

4.5

In no event shall Supplier sell, license or otherwise transfer to any party other than Company or an Ordering Company any Products (including, for certainty, Successor Products and New Products), the design of which is proprietary to Company and which have been or are being manufactured for Company or an Ordering Company under this Agreement, without the prior written consent of Company.

5.1

The term “Service” or “Services” includes but shall not be limited to development, design, engineering, out-of-Warranty repair, prototyping, distribution, other activities identified as a Service in this Agreement as well as other services as Company may request and Supplier may provide from time to time that may be described in more detail in various statements of work or Orders.

5.2

Except as may be set out expressly in this Agreement, as part of its production and delivery of Products and Commercially Purchased Items pursuant to this Agreement, Supplier shall perform, at no charge to Company, all support, services and activities typically performed at no additional charge by a contract manufacturer in connection with such production and delivery, including, but not limited to: supply chain management of the purchase and storage of Material; warranty administration (including applicable repair or replacement when Supplier has warranty liability); BOM, Material and inventory analyses; supplier issues escalation; supplier quality assessment and management, including but not limited to on-site commercial and quality audits; component qualifications; receiving Material inspection; and dedicated supply chain planners and product engineers to support Company’s development teams, and information technology support. For those Services that are provided as a billable service pursuant to this Agreement, Supplier shall perform such Services in accordance with the fees shown in the applicable Attachment G, if any, or, if no such fees exist, at a price mutually agreed pursuant to Article 7.7 If the Parties cannot agree whether a particular activity is support hereunder for which Supplier shall not make any charge, or a billable Service, the matter shall be submitted to the Oversight Committee for resolution.

5.3

In the event that Company provides personnel or other resources to assist Supplier in Supplier’s performance of its obligations under this Agreement, Company shall be entitled to compensation for such assistance; provided, however, Company shall not provide any such assistance for which it will seek such compensation without prior approval of Supplier. Any fees to be paid by Supplier to Company for such assistance shall be negotiated by the Parties in good faith. When, pursuant to other agreements of the Parties, the manufacture of Products is being transferred to Supplier and thereafter sales of such Products will be made pursuant to the terms of this Agreement, it is the general understanding of the Parties that their respective Party’s efforts to effect such transfer shall be without cost to the other Party. Exceptions to such general understanding require mutual agreement of the Parties.

6.1

Company’s commitments to purchase from Supplier under this Agreement are set forth in Attachments C. It is expressly understood and agreed that this Agreement neither grants to Supplier an exclusive right or privilege to sell to Company any or all Products, Commercially Purchased Items or Services of the type described in this Agreement that Company may require, nor requires the purchase of any Product, Commercially Purchased Items, or Services from Supplier by Company, except as set forth in any applicable Attachment C. In addition, Company shall at its sole discretion, decide the extent to which Company will market, advertise, promote, support, or otherwise assist in further offerings of the Product or Services.

7.1      (a)

The price for a unit of Product (individually, a “Price” and collectively, the “Prices”) manufactured by Supplier and/or its Affiliates for Company under this Agreement as of the date of this Agreement shall be calculated in accordance with the Manufacturer Per Unit Pricing Formula set out in Attachment D and by using the applicable Manufacturer Per Unit Pricing Formula Rates set out in the applicable Attachment G. Except as set forth in this Agreement or as otherwise agreed by the Parties, Prices include inbound freight charges associated with the transport of Material to Supplier. Notwithstanding the foregoing, if filter bodies necessary for the production of Products or Commercially Purchased Items are sourced from a vendor’s premises that is located in a different continent than Supplier’s premises where such Products are made or held for distribution, and if Company authorizes transportation by air, the total cost of transport in such case, including the cost of the air transport, shall be deemed a Premium Expedited Service subject to payment by Company as set out in Article 7.3. For the avoidance of doubt, there shall be credited against such costs the amount that has been included in the Price to account for normal transportation.

(b)

Unless otherwise agreed by the Parties, ten (10) days prior to the end of each calendar quarter, the Parties will review the Price to be paid by Company for each Product in the subsequent quarter. Notwithstanding anything to the contrary in this Article 6, the Parties may agree to re-price a Product during the course of a calendar quarter (any such re-pricing, an “In-Quarter Repricing”), provided that Supplier’s costs of manufacturing the forecasted quantity of such Product in the remaining portion of the calendar quarter is anticipated to change by more than [*] or the then current monetary equivalent in the relevant currency.

(c)

If Prices are revised at the end of a calendar quarter as provided in Article 7.1 (any such repricing, a “Quarterly Repricing”) or as a result of an In-Quarter Repricing, such revised Prices shall be calculated in accordance with the Manufacturer Per Unit Pricing Formula set out in Attachment D and by using the applicable Manufacturer Per Unit Pricing Formula Rates, and shall be effective in the case of a Quarterly Repricing from the first day of the calendar quarter, and in the case of an In-Quarter Repricing when the Parties mutually agree.

7.2      (a)

If any Product is re-priced pursuant to Article 7.1 and the Price for such Product as a result of the Quarterly Repricing, or the In-Quarter Repricing, as applicable, is lower than the Price for such Product prior to the Quarterly Repricing, or the In-Quarter Repricing, as applicable, Company shall pay to Supplier an inventory re-valuation charge equal to the difference between the Price for such Product prior to the Quarterly Repricing, or the In-Quarter Repricing, as applicable, and the Price for such Product as a result of the Quarterly Repricing, or the In-Quarter Repricing, as applicable, multiplied by the total quantity of such Product owned by Supplier immediately prior to the time when such revised Prices take effect pursuant to Article 7.1(c). Invoices hereunder shall be directed to Company or such other party as Company may reasonably direct and paid in accordance with Article 8.

(b)

If any Product is re-priced pursuant to Article 7.1 and the Price for such Product as a result of the Quarterly Repricing, or the In-Quarter Repricing, as applicable, is higher than the Price for such Product prior to the Quarterly Repricing, or the In-Quarter Repricing, as applicable, Supplier shall credit Company’s account with an inventory re-valuation charge equal to the difference between the Price for such Product prior to the Quarterly Repricing, or the In-Quarter Repricing, as applicable, and new Price for such Product as a result of the Quarterly Repricing, or the In-Quarter Repricing, as applicable, multiplied by the total quantity of such Product owned by Supplier immediately prior to the time when such revised Prices take effect pursuant to Article 7.1(c).

7.3

Premium Expedited Services shall be invoiced at cost from Supplier to Company monthly on a per Product basis. Supplier agrees that no expenses associated with Premium Expedited Services or Purchase Price Variance shall be incurred by Supplier without prior written approval from Company. Purchase Price Variance shall be invoiced based on the Price for the relevant Product calculated in accordance with Article 7.1.

7.4

The Price for a Commercially Purchased Item shall be the price paid by Supplier to the vendor plus [*] of such amount.

7.5

Company may from time to time submit to Supplier requests for proposals to perform Services in accordance with Article 5.1. Such requests for proposals shall reference the terms and conditions of this Agreement and include but not be limited to such information as statements of work, required milestones, deliverables, methods of compensation and the period of time in which Supplier will have to respond to Company’s request for proposal. Where applicable fees for such Services do not already exist in any Attachment G, other provisions of this Agreement or other agreements of the Parties, and Company is not entitled to such Services free of charge as provided in this Agreement or other agreement of the Parties, Company and Supplier shall negotiate appropriate fees in good faith and such fees will be reflected in an Order for such Services prior to the commencement of any work by Supplier.

7.6

Company requires that all non-recurring engineering charges for which Company is required to compensate Supplier under this Agreement be itemized, and Supplier acknowledges that no Profit shall be accrued for non-recurring engineering charges for hard tooling (such as stencils, fixtures, backing plates, etc.). Non-recurring engineering charges for such tooling shall be invoiced at Supplier’s actual cost for such tooling and in accordance with Article 16.1. Supplier shall obtain Company’s written approval of any non-recurring engineering charges before Supplier incurs any expenditure in connection therewith.

7.7

Company acknowledges and agrees that all information provided by Supplier to Company in connection with the determination of Product Prices, and marked or otherwise identified to Company by Supplier as proprietary or confidential information and all information derived therefrom by Company (collectively, the “Pricing Information”) is highly sensitive to Supplier, constitutes Supplier Proprietary Information and shall be deemed to be Confidential Information

pursuant to Article 34. Company shall use Pricing Information only for the purpose of establishing and verifying the Prices and Company shall share such Pricing Information only with those employees within Company (or any Ordering Company) who have an expressed need to know such information in order to perform their job function within Company, and Company will instruct such individuals regarding their obligation to maintain such Pricing Information as confidential.

7.8

Supplier agrees to provide, with Company’s assistance, annual cost reduction road maps, on a mutually agreed to basis, thirty (30) days prior to the start of Company’s Fiscal Year (October 1).

7.9

All reductions in costs associated with the manufacture of Products that are achieved as a result of specific changes proposed by Company shall for all Products affected by Company’s cost reduction efforts, accrue to Company immediately upon their implementation and after full recovery of Supplier’s implementation costs, if any, and shall, as the Parties may agree, be reflected either:

(i)

in the Prices established for each Product for the following calendar quarter, in accordance with Article 7.1, or

(ii)

by means of an adjustment of the Prices during a calendar quarter, in accordance with Article 7.1.

7.10

Supplier will keep abreast of major developments in Supplier’s industry and implement them in its facilities used to manufacture the Products

7.11

Prior to implementing any cost improvements in labor hours, the prices paid for Material or supply chain or manufacturing processes that Supplier recommends, Supplier must advise Company of the features and advantages of Supplier’s recommendation, using the formal written communication process outlined in Attachment F. (For the avoidance of doubt, any such cost improvement that is one that is the same or substantially similar to one that Company, without input from Supplier, is aware of, has documented and has expended substantial effort in developing, even though it has not at that time yet been communicated to Suppler, shall be treated under Article 7.9.) Supplier’s formal written communication will address: (a) description of Supplier’s cost reduction recommendation; (b) the feature or advantage of Supplier’s cost reduction recommendation; (c) financial impact of Supplier’s cost reduction recommendation to the overall operation; (d) process flow and time line for Supplier’s cost reduction recommendation implementation; and (e) proposed sharing of the financial expense from Supplier’s cost reduction recommendation implementation. Once Supplier and Company have agreed upon the recommended Supplier’s cost reduction, such cost reductions shall be implemented.

7.12    (i)

Supplier shall actively pursue continuous cost improvements through design, process and supply-chain innovation, as they relate to the scope of this Agreement, and improve upon the performance of the activities to be conducted under the scope of this Agreement. It is agreed that any cost improvement recommendations made by Supplier, in written documentation as set forth in Attachment F, will be implemented upon joint review and agreement by the Oversight Committee. It is expected that opportunities for cost and process improvement(s) may arise in many categories including, but not limited to: (a) Material costs; (b) design for manufacturing, test and installation; (c) operations at Supplier’s locations where Product is being manufactured for Company; (d) information technology; (e) selecting, packaging, palletizing, marking and bar coding Products and/or Materials; (f) utilization of personnel; (g) inventory management; (h) interval reductions; (i) Material availability; (j) warehousing processes; (k) Order fulfillment, (l) tuning time, and (m) board level testing.

(ii)

Promptly after the initial transfer and production ramp up of the Products, Supplier will invest in the development of engineering cost reduction initiatives for the filter Products listed in Attachment B.

7.13

Any cost savings which are achieved by Supplier as a result of changes proposed by Supplier will be subject to this Article 7.13, and the calculation of such cost savings sharing will commence in the quarter following the quarter in which Supplier’s implementation costs were fully recovered. Cost savings shall accrue to Company in the Prices established for the relevant Product in accordance with the following schedule:

(i)

[*] of the cost savings will accrue to Company during the first two (2) full quarters after Supplier fully recovers any costs of implementation of the cost improvement; and

(ii)

thereafter, [*] of the cost savings will accrue to Company.

7.14

The Parties acknowledge that the success of the relationship established by this Agreement is dependent upon the Parties working together to identify, and pursue in a mutually beneficial manner, strategic initiatives that will result in Company increasing its amount of business under the contractual relationships it has with its existing customers and by entering into contracts with new customers for the sale of Product(s) to such customers (each such event a “Potential Opportunity”).

8.1

All payments by Company to Supplier under this Agreement shall be in the currency in which Prices are calculated herein or as specified in any other applicable agreement of the Parties, unless otherwise specified in the applicable Order or other agreement of the Parties, and provided that the Parties have entered into a foreign exchange agreement on mutually agreeable terms. Subject to Article 8.2, payment terms shall be net forty-five (45) days from the date of invoice from Supplier.

8.2

On a quarterly basis, the payment terms experienced by Supplier with third party vendors providing Material used by Supplier in the production of Products pursuant to this Agreement will be reviewed by the Parties. For convenience, the Parties shall use as a surrogate for such payment terms Supplier’s then derived average “days payable outstanding” applicable to

purchases from Material vendors. Thereafter, until the next such quarterly calculation, such surrogate shall be used as Company’s payment period in lieu of the payment period set forth in Article 8.1. In no event however, shall such period be established at less than forty-five (45) days.

8.3

Supplier and Company agree that they will work diligently to implement EDI capabilities for invoicing.

8.4

Supplier shall not make any claim or take any other action against Company with respect to any invoice that is past due until it has first been submitted by Supplier to the Oversight Committee for review. The Oversight Committee shall review all outstanding past due invoices submitted to it by Supplier by the fifth (5th) day of a month and confirm the amount of the outstanding invoices and/or resolve any dispute concerning the amount of the invoices by the fifteenth (15th) day of such month.

9.1

Unless otherwise agreed by the Parties: (a) where an Orderable Item is required to be delivered by Supplier to Company’s or its customer’s integration, repair or distribution center which is at the same location as the facility from which the relevant Orderable Item is to be shipped, title and risk of loss and damage to such Orderable Item shall transfer from Supplier to Company at such time as such Orderable Item has been delivered by Supplier to the designated receiving area in the integration, repair or distribution center; (b) in all other cases, title and risk of loss and damage to Orderable Items shall transfer from Supplier to Company at such time as the relevant Orderable Item has been delivered by Supplier, at the shipping dock at the facility at which the relevant Orderable item is shipped to Company or its customer or to Company’s or its customer’s specified carrier, FCA (Incoterms 2000).

9.2

Orderable Items purchased under this Agreement that are to be delivered by Supplier to an integration, repair or distribution center, including, without limitation, such a center operated by a customer of Company, where such center is at the same location as the facility from which the relevant items are to be shipped, shall be delivered by Supplier to such center, at no additional charge to Company.

10.1

The Parties contemplate that Orders will be placed from time to time by Company and Ordering Companies, incorporating by reference the terms and conditions of this Agreement. The pre-printed terms and conditions found, normally, on the reverse side of Orders shall be excluded and deemed deleted. Each Order may set forth the terms and conditions reflecting business requirements unique to a particular ordering location. In the event of any contradiction between the terms and conditions of this Agreement and the terms and conditions of an Order, the terms and conditions of this Agreement shall supersede and override the terms and conditions of such Order to the extent of such contradiction. Orders will describe in detail the required Product, Commercially Purchased Item, and/or the Service to be provided by Supplier and may include, without limitation, the following types of items: statements of work, drawings, plans, designs, procedures, Specifications (Product, quality, design and test), BOMs, methods of packaging, marking specifications, repair and return processes, quantities of units or other equipment to be furnished by Company’s ordering location, if any, delivery schedules and inspection criteria.

10.2

Supplier shall promptly notify Company of its receipt of an Order. If a notice of rejection of an Order is not received by Company from Supplier within two (2) Business Days from the date of the receipt thereof by Supplier, such Order shall be deemed to have been accepted by Supplier. In no event shall Supplier reject an Order due to Company’s increase in Forecast or unforecasted Product demand. In such an event, Supplier shall use reasonable commercial efforts to meet the delivery dates of such excess Product, but the failure by Supplier to meet the delivery date requested in such an event shall not be deemed (i) a breach by Supplier of its obligation to meet

the delivery date requested or (ii) to affect any measure of Supplier’s performance related to the requested delivery hereunder; provided, however, once the Parties agree upon a delivery date, delivery performance shall be measured in accordance with this Agreement.

10.3

Company may at any time during the course of Supplier’s manufacture of a Product, performance of a Service, and/or supply of a Commercially Purchased Item require additions to or deductions or deviations from (each, an “Order Change”) the quantity of the Product, Commercially Purchased Item and/or Service ordered or forecasted for delivery on a specific date (the “Original Delivery Date”). In addition, upon request by Company, Supplier shall use commercially reasonable efforts to: (a) accept unplanned Orders, (b) accelerate delivery dates for existing Orders or Forecasts, or (c) accept increases in quantities of Orderable Items subject to existing Orders or Forecasts, subject in each case to Company agreeing to meet any increased costs or premium charges incurred by Supplier as a result of meeting such requests.

10.4

Company may from time to time, by written order to Supplier, suspend Supplier’s performance of any Order, in whole or in part. In the case of suspension, Supplier will take all reasonable steps to avoid any additional costs allocable to such Order, except that Supplier shall be entitled to complete any Product that Supplier has actually commenced manufacture of prior to receipt of Company’s order of suspension. If any such suspension causes an increase or decrease in the cost of or time (including labor hours) required for performance, an equitable adjustment shall be made in the Price or Delivery Schedule, or both, by mutual agreement. Claims for adjustment under this clause must be made by Supplier in writing within thirty (30) days from the date of notice of suspension. Any such claim must be supported as soon as practicable by information and records necessary to permit Company to make an equitable disposition thereof. Nothing in this clause shall excuse Supplier from continuing with its performance as changed or after Company’s rescission of such suspension, nor shall anything herein be deemed to bar Company its right under this Agreement to cancel any such Order.

10.5

Company may at any time terminate an Order without cause for Services, in whole or in part, upon five (5) days’ written notice to Supplier. In such an event, Company’s liability shall be limited to payment of the amount due for the Services performed (including materials needed for such Services that are already on order that cannot be cancelled) up to and including the date on which such Services terminate (which amount shall be supported with proof satisfactory to Company), and no further Services pursuant to such terminated Order will be rendered by Supplier. Supplier shall use reasonable commercial efforts to terminate the provision of such Services as soon as practicable pursuant to such notice of termination. Such payment by Company shall constitute a full and complete release and discharge of Company’s obligations in respect of such terminated Order for Services. In no event shall Company’s liability exceed the price identified in the applicable Order for the Services being terminated.

11.1

Promptly after the Effective Date, Supplier shall mutually agree with Company to implement flexible delivery arrangements set out in Attachment I (the “Flexible Delivery Arrangements”). At Company’s request, Supplier will enter into other flexible delivery arrangements, such as, without limitation, a “Vendor Managed Inventory” program, as may be agreed by the Parties. Any such “Vendor Managed Inventory” program agreed to by the Parties with respect to Products provided by Supplier to Company under this Agreement will be set out and incorporated in this Agreement as Attachment L.

11.2

Supplier agrees that except for the liability as set forth in Article 13 or as otherwise provided in this Agreement, and subject to the provisions of Article 10, all Forecasts provided by Company in relation to a Flexible Delivery Arrangement are for planning purposes only and shall not be deemed a commitment by Company. Supplier shall use its reasonable commercial efforts to satisfy Company’s requirements exceeding any upside flexible delivery or Forecast increase limits as may be agreed to as part of the Flexible Delivery Arrangements. Notwithstanding anything to

the contrary, any failure by Supplier to satisfy any such requirements of Company shall not be deemed to constitute a breach by Supplier of its obligations under this Agreement, and shall not be deemed to affect any measure of Supplier’s performance of its obligations under this Agreement.

11.3

For certain Products or Commercially Purchased Items ordered pursuant to this Agreement, Supplier and Company shall agree on a stated delivery interval or lead-time. For the purposes of evaluating Supplier’s delivery performance against lead-time, it is understood by the Parties that lead-time is measured from the time the Order or Product or Commercially Purchased Item delivery request is received by Supplier in writing or electronically from Company until the time the conforming Product or Commercially Purchased Item is delivered to Company pursuant to Article 8. Unless otherwise agreed to by the Parties, Products or Commercially Purchased Items may be delivered by Supplier to Company up to three (3) days early and zero (0) days late.

11.4

Company intends to monitor Supplier’s delivery performance in accordance with the Performance Metrics set forth in Attachment E. Failure by Supplier to meet such delivery Performance Metrics shall be subject to any resolution and consequences provisions set forth in Attachment E.

11.5    (a)

In the event that due to causes attributable to Supplier, Supplier is unable to deliver a particular Product within the time frame agreed to between the Parties in this Agreement or in an Order, Company shall have the right to: (i) cancel such Order (or the outstanding portion of any partially fulfilled Order) and purchase the relevant Product from a source other than Supplier or (ii) extend such delivery time frame to a later date, subject, however, to the right to cancel as in clause (i) above if delivery is not made or performance is not completed on or before such extended delivery date. Company shall pay for any Product it retains at the prices set forth in the Order issued pursuant to this Agreement and any other deductions as may be allowed in this Agreement. If Supplier is unable to meet the acknowledged delivery date(s) set forth in an Order, Supplier shall be responsible for paying all reasonable incremental transportation costs necessary to deliver the requested Product to Company by the acknowledged delivery date(s) indicated in the Order. Any failure by Company to comply with its Purchase Commitment as a result of purchases of Products from a source other than Supplier pursuant to clause (i) hereof shall be subject to the applicable Attachment C.

(b)

In the event that due to causes attributable to Supplier, Supplier is unable to perform a Service in the manner or within the time frame specified herein or in the relevant Order for such Service, Company shall have the right to cancel such Service and procure the Service from a source other than Supplier.

11.6

Supplier agrees to immediately notify Company’s representative, as identified on the Order, and, if requested by Company, Company’s customer of any foreseeable condition that would affect Supplier’s ability to meet the acknowledged delivery date and time and Company’s expected delivery date and time. Supplier’s compliance with the foregoing does not relieve Supplier of the delivery performance requirements or other conditions set forth in this Article 11.

11.7

[*]

11.8

The Parties acknowledge that at the Effective Date Supplier will purchase from Andrew Telecommunication Products s.r.l. certain equipment that Supplier will use to manufacture Products that Supplier will sell under the terms of this Agreement (the “Purchased Equipment”) Notwithstanding any other provision in this Article 11, during the period of ninety (90) days following the Effective Date Supplier shall not be responsible for delays in delivery of Products sold to Company that result solely from defects in such Purchased Equipment; provided, however, that such excuse of Supplier’s liability shall not apply:

(i)

With respect to defects in the Purchased Equipment that Supplier does not identify in a written notice and claim issued during the agreed inspection and return period applicable to the Purchased Equipment; and

(ii)

With respect to defects in the Purchased Equipment occurring as a result of improper operation and/or maintenance of the Purchased Equipment by Supplier.

12.1

The performance metrics (“Performance Metrics”) shall be as set forth in Attachment E. Company intends to monitor such Performance Metrics on a quarterly basis or on a more frequent basis as outlined in Attachment E. Supplier agrees to provide any relevant information that the Oversight Committee may require and in the time frames needed in order to support the Performance Metrics process. Supplier recognizes that the measurable Performance Metrics as described in Attachment E represent Company’s current minimum performance requirements and agrees to the resolution process and consequences, as described in Article 12.2, of not meeting such defined minimum requirements. The Performance Metrics may be revised periodically by the Parties’ agreement, with the objective of continuous performance improvement.

12.2

In the event Supplier’s performance levels fall below any of the minimum thresholds set forth in the Performance Metrics identified in Attachment E, other than for reasons attributable to Company, Company may give notice to Supplier of performance default. After receipt of such notice, Supplier shall deliver to Company within ten (10) days a Corrective Action Plan to correct such default condition within twenty (20) days of receipt of the Corrective Action Plan. In the event Supplier fails to deliver a Corrective Action Plan within the ten (10) day period, or if the Corrective Action Plan is determined to be unacceptable by Company, acting reasonably, or if the Corrective Action Plan fails to cure the default for such Product or Commercially Purchased Item within the twenty (20) day period, this shall be deemed a default under Article 35, and in addition to its other remedies, Company may purchase the Product from a source other than Supplier by invoking all of its rights under this Agreement. In the event of a dispute over Supplier’s failure to meet the minimum standards or Company’s failure to accept the Corrective Action Plan, the Parties shall attempt to resolve such dispute through the process set forth in Article 28.

12.3

Any failure by Company to comply with its Purchase Commitments as a result of purchases of Products from a source other than Supplier as permitted under this Agreement shall be subject to the applicable Attachment C.

13.1

Material used in the production of Products under this Agreement shall be categorized as “Company Material” or “Supplier-Controlled Material” or “Supplier-Controlled Custom Material”. “Company Material” is Material as to which Company typically controls the price and/or other terms upon which it is purchased from the vendor. “Supplier-Controlled Material” is other Material used in the production of Products under this Agreement that can also be used by Supplier in the performance of manufacturing services for some or all of its other customers, as to which Supplier typically controls the price and/or other terms upon which it is purchased from the vendor. “Supplier-Controlled Custom Material” is Supplier-Controlled Material that is unique to the manufacture of Products for Company and, consequently, cannot be used by Supplier in the performance of Supplier’s services for its other customers. Commercially Purchased Items purchased by Supplier for sale under this Agreement shall be categorized as “Company Commercially Purchased Items” or “Supplier-Controlled Commercially Purchased Items”. In general, a “Company Commercially Purchased Item” is a Commercially Purchased Item as to which Company controls the price and/or other terms upon which it is purchased from the vendor. “Supplier-Controlled Commercially Purchased Items” comprise all other Commercially Purchased Items purchased by Supplier for sale under this Agreement

13.2    (a)

Attachment O sets out the Parties agreed categorizations of Material purchased for use in manufacturing Products listed on Attachment B and for Commercially Purchased Items, as of the Effective Date. Any Material utilized in producing Products under this Agreement as of the Effective Date that is not listed on Attachment S shall be deemed to be Company Material. Categorizations occurring under the Article 13.2(a) are subject to change as set forth in Article 13.2(b).

(b)

During the quarterly pricing meetings held pursuant to Article 7, the Parties will jointly determine how Material and Commercially Purchased Items should be categorized. Any agreement of the Parties that would change a prior categorization shall be applied only on a going forward basis, unless the Parties otherwise expressly agree. In categorizing items, the Parties shall follow the procedures and principles set out in Attachment R, unless they otherwise expressly agree. Any conflict between the terms set forth in this Article 13 and the terms in Attachment R shall be governed by the terms of this Article 13.

(c)

For each New Product and Successor Product, at least twenty-eight (28) days prior to the date on which the Product is designated to be “Generally Available” (GA) in Company’s Forecast, the Parties shall categorize Material on the BOM for such New Product or Successor Product as Company Material or Supplier-Controlled Material or Supplier-Controlled Custom Material.

13.3

Subject in each case to Article 13.3(d):

(a)

If at any time the aggregate quantity of any Orderable Item that Supplier and its Affiliates own is greater than the sum of (i) the quantity of such Orderable Item ordered by Company, Ordering Companies and Authorized Purchasers from Supplier and its Affiliates under this Agreement or otherwise in the preceding [*] and (ii) the quantity of such Orderable Item forecasted to be ordered by Company, Ordering Companies and Authorized Purchasers in the subsequent [*] then such excess quantity of Orderable Items shall be deemed “Excess Inventory”. In the event of such a situation, Supplier shall provide Company with a notice, but no more frequently than quarterly, outlining the amount and value of such Excess Inventory, and Company shall, within ten (10) Business Days of receiving such notice, issue an inventory purchase order to Supplier for such Excess Inventory, pursuant to paragraph (f) below. Each such notice shall include a description of the manner in which Supplier calculated the amount of Excess Inventory and otherwise be in a form and contain the content satisfactory to Company. Supplier shall provide Company with a notice on or about the tenth (10th) of the third month of each quarter setting out the amount and value of any Excess Inventory, as determined in accordance with this Article 13.3(a). The calculation described herein shall occur after a calculation of Excess Buffer Stock, if any, pursuant to Article 13.4.

(b)

If at any time the aggregate quantity of any item of Company Material or Supplier-Controlled Custom Material that Supplier and/or its Affiliates owns is greater than the sum of (i) the quantity of such item of such Material consumed by Supplier and its Affiliates in the manufacture of Products for Company and the Ordering Companies under this Agreement or otherwise in the preceding [*] and (ii) the quantity of such Material reasonably forecasted by Supplier to be consumed by Supplier and its Affiliates in the manufacture of Products for Company and the Ordering Companies under this Agreement in the subsequent [*] on the basis of the Forecast, then such excess quantity of Material shall be deemed “Excess Inventory”. The calculations and procedures set out herein shall be performed no more than quarterly.

(c)

Company shall keep Supplier’s procurement organization apprised of any Material purchased by Company from Supplier under this Article 13 that is suitable for use in the manufacture of Products and Supplier shall purchase such Material from Company, on an as-needed basis, prior to purchasing such Material from Material vendors. The purchase price of such Material shall be at the cost reflected in the then current Product pricing set forth in Article 7.

(d)

Except where the action is justified by a default of this Agreement by Supplier, in the event of (i) a complete or partial termination, rescheduling or cancellation of an Order, (ii) reduction in Forecast, (iii) the termination of all or any part of this Agreement, or (iv) any other event, including a change in Specifications or an engineering change, which results in any Company Material or Supplier-Controlled Custom Material that Supplier has purchased or issued an uncancellable purchase order to the Material vendor for, no longer being required by Supplier to manufacture Products (or being otherwise unsuitable for use in the manufacture of Products due to the passage of time) within the [*] such Material shall be considered “Obsolete Inventory”. The calculations and procedures set out herein shall be performed no more frequently than as set forth below.

(e)

Company will purchase the Excess Inventory and/or the Obsolete Inventory and or Excess Buffer Stock as required herein, as the case may be, pursuant to an inventory purchase order at the following prices: [*]. Any Excess Inventory, Excess Buffer Stock and Obsolete Inventory, as the case may be, purchased by Company from Supplier pursuant to an inventory purchase order shall be deemed “Company Owned Inventory”. The inventory purchase order shall include the costs of mitigation incurred by Supplier pursuant to Article 13.3(i), including under-recoveries resulting from the sale of Material at prices less than the price paid for such Material and costs relating to re-stocking or return charges, but excluding labor costs incurred by Supplier. With respect to any Excess Inventory and/or Excess Buffer Stock purchased by Company pursuant to an inventory purchase order, Supplier shall, at Company’s option, either store such Company Owned Inventory pursuant to terms to be mutually agreed, deliver it to Company or any third party designated by Company, or dispose of it in accordance with Article 25, at Company’s cost and direction.

(f)

Articles 13.3(a) and 13.3(b) above require, in each case, that Excess Inventory shall at any time be determined in part by reference to a quantity of inventory consumed, forecasted, or ordered, as applicable, prior to such time. However, if such historical information is not available for any given Product or Commercially Purchased Item, then given that this historical information will not be determinable until [*], from the date (the “Implementation Date”) that Supplier commences the manufacturing of such Product,

Excess Inventory shall at all times in such circumstances be determined by reference to the quantity of Material or Orderable Item, as applicable, anticipated to be required by Supplier and its Affiliates in the [*] following the Implementation Date for such Product, based on the then current Forecasts.

(g)

Notwithstanding the persons designated in Article 27, all notices, inventory purchase orders and any other communication required to be made or delivered by either Party to the other Party pursuant to this Article 13 shall be sent to representatives agreed to by the Parties.

(h)

Company shall have no liability for Material or Commercially Purchased Items:

(1)

Not ordered in accordance with Article 14.4;

(2)

That is Supplier-Controlled Material or a Supplier-Controlled Commercially Purchased Item; and

(3)

That would not have been delivered to Supplier had Supplier timely exercised rights of cancellation that are applicable to its order(s) for such Material.

(i)

Supplier shall in all circumstances take steps to mitigate Company’s liability for Excess Inventory and/or Obsolete Inventory, including but not limited to:

(j)

Attempt to utilize Material for other Products manufactured for Company;

(ii)

Attempt to utilize Material for products manufactured for companies other than Company;

(iii)

Attempt to return Material to the Material vendor utilizing all applicable return and sell-back privileges; and

(iv)

Attempt to sell any of the Material to a third party to the extent authorized by Company.

13.4

The Parties agree that Supplier will seek to manage its production of each Product such that Supplier will always have on hand a stock of [*] needs of finished Products buffer stock (“Buffer Stock”). For purposes hereof, Buffer Stock shall equal [*]. Company may, nonetheless and without having to issue an Order for the purchase of a Product, direct Supplier to build that Product in such numbers that will cause Supplier’s inventory of such Product to exceed the Buffer Stock for such Product (“Excess Buffer Stock”). Supplier shall provide Company with a notice on or about the tenth (10th) of the third month of each quarter setting out the amount and value of any Excess Buffer Stock, as determined in accordance with this Article 13.4 as of the date of the notice. Each such notice shall include a description of the manner in which Supplier calculated the amount of Excess Buffer Stock and otherwise be in a form and contain the content satisfactory to Company. Within twenty one (21) days of the date on which Company receives such notice from the Supplier (the “Notice Receipt Date”), Company shall issue to Supplier an inventory purchase order for such remaining Excess Buffer Stock, pursuant to Article 13.3(e). For the avoidance of doubt, the parties intend to conclude all Excess Buffer Stock discussions resulting in Company issuing an inventory purchase order as appropriate by the last business day of the month of each calendar quarter. The calculations under this Article 13.4 shall be made prior to the calculation of Excess Inventory pursuant to Article 13.3(a).

14.1

Supplier shall adhere to Company’s Approved Vendor List and specific Bills of Materials, as provided by Company to Supplier, for the procurement of all Material used in the manufacture or repair of Products unless otherwise agreed by the Parties.

14.2

Prior to Supplier manufacturing New Products or Successor Products for Company, Supplier agrees to provide Company with a detailed, itemized costed BOM showing Supplier’s best agreed upon price at the Material item level. Upon receipt and review of such BOM, Company shall provide Supplier with an authorized final costed BOM comprised of the best-negotiated prices for Material available to Company and/or Supplier. Upon verification of Material pricing with the Material vendors, Supplier agrees to pass through all Material price benefits as a result of Company’s price negotiations with the Material vendors directly to Company after Supplier has been able to take the newly priced Material in use. Disclosure by either Party of Material pricing under this Article 14.2 shall be subject to any confidentiality obligations that either Party may have to its respective vendors.

14.3

Should Company request that Supplier utilize the services of one or more third-party logistics providers or Material distributors in the procurement of Material, Supplier agrees to utilize the third party logistics provider(s) or Material distributor(s) selected by Company. Cost and timing impacts utilizing such third parties will be mutually agreed.

14.4

Unless otherwise agreed to between the Parties, Supplier will purchase all Material that is required to manufacture the Products pursuant to the AVL. Supplier is authorized to purchase Material and Commercially Purchased Items, based on the actual lead-times applicable to the respective item, minimum order quantities and economic order quantities in order to support production and delivery requirements based on Orders and Forecasts. Supplier shall obtain written approval from Company’s designated representative prior to purchasing those Materials or Commercially Purchased Items that have delivery lead times in excess of Company’s demand intervals in the Forecast. Supplier shall also take all reasonable commercial steps to manage the ordering, delivery and stocking of Material and Commercially Purchased Items in a manner that will minimize the potential levels of Excess Inventory or Obsolete Inventory as described in Article 13. Upon Company’s request, Supplier will review with Company all actual lead-times for Material or Commercially Purchased Items during the Quarterly Performance Review Process in order to discuss lead times, minimum order quantities and economic order quantities and to formulate lead time reduction plans for such Material or Commercially Purchased Items. Supplier shall, as provided in Article 15.3 and subject to appropriate confidentiality provisions, in order to assure a readily available supply of Material and Commercially Purchased Items from the third party vendors supplying such Material, provide to such vendors any forecasts of the need for such Material and Commercially Purchased Items prepared by Company.

14.5

In the event Supplier receives notification from a third party vendor that a Material item listed on a BOM for a Product or a Commercially Purchased Item will be discontinued, Supplier will promptly forward the notification to Company along with a recommended plan of action. In the event that the Material being discontinued does not have a readily available replacement or substitute identified prior to the time at which the Material can no longer be ordered, pursuant to written authorization from the Company, Supplier agrees to procure, manage such Material or, Commercially Purchased Items and store such discontinued Material or Commercially Purchased Items on behalf of Company to enable the continued manufacturing of Products or purchase of Commercially Purchased Items until such time as Company can provide a Material or Commercially Purchased Item substitution or Product redesign. The costs, duration and quantity associated with the Material or Commercially Purchased Item to be purchased and stored by Supplier for Company shall be agreed upon between Company and Supplier. For the avoidance of doubt, a notice received by Supplier from a third party vendor that the composition or manner of manufacturing of any Material or Commercially Purchased Item purchased from such vendor will change constitutes a notice of discontinuance of the item that is the subject of such notice. Unless expressly agreed by Company in writing, no changed Material, changed Commercially Purchased Item, or proposed replacement or substitute item shall be purchased for use in fulfillment of Supplier’s obligations under this Agreement.

14.6

Supplier agrees to allow Company to purchase Material from Supplier for the Products being manufactured for Company as necessary in such quantities as required for Company’s, its Affiliates, the Ordering Companies and/or their respective customers’ in-house Product repair operations. Company shall pay Supplier a price for such Material equal to [*].

14.7

Prior to ordering Material or Commercially Purchased Items from any third party Material vendor to support the manufacture of Products by Supplier or the sale of Commercially Purchased Items, Supplier agrees to first purchase, subject to Article 13.1(c), at agreed prices and terms and on an as-required basis, any equivalent Material in the Company Owned Inventory of Material the possession of which is managed by Supplier and that Company has communicated to Supplier is for sale to Supplier.

14.8

Upon request of Company, Supplier will assist Company and its Affiliates in disposing of all or any part of the Company Owned Inventory upon commercially reasonable terms, or dispose of such Material pursuant to Article 24.

14.9

Supplier agrees to implement a first in first out (“FIFO”) inventory system for purchases of Material and Commercially Purchased Items. Supplier shall monitor this FIFO inventory system to ensure the Material purchased and received first by Supplier shall be the first consumed.

15.1

Prior to the manufacture of any Product for Company by Supplier, Company shall provide Supplier a Product BOM that will include Material identification information, including the applicable approved Material vendors and such Vendors’ terms and conditions to the extent available. In addition, Company will provide Supplier with Material identification, including the respective approved Material vendors for Commercially Purchased Items ordered by Company from Supplier pursuant to this Agreement. At Company’s option, Company shall facilitate the purchase of such designated BOM items or Commercially Purchased Items by Supplier at Company’s negotiated Material purchase prices with the approved Material vendors, subject to the following conditions:

(a)

Company shall have provided Supplier with a written authorization in the form of Attachment K – Material Authorization Letter, prior to Supplier purchasing such

designated BOM item or Commercially Purchased Item at the prices set forth in Company’s purchase agreements with the respective Material vendor;

(b)

Supplier shall purchase such Material or Commercially Purchased Item with the sole intent of using such items in fulfillment of its obligations under this Agreement or Order(s) issued pursuant to this Agreement or as otherwise provided in this Agreement;

(c)      (i)

It shall be the obligation of Supplier and the Material vendor to agree upon terms and conditions that will govern the sale of the Material and Commercially Purchased Items, in accordance with Article 14.4. In the event that at Company’s request, the vendor agrees to sell to Supplier, or the vendor is contractually required to permit Supplier to purchase Material or Commercially Purchased Items, in each case, on the terms and conditions negotiated by Company, Supplier shall purchase such Material or Commercially Purchased Items from such vendors, provided that the terms and conditions negotiated by Company are acceptable to Supplier, acting reasonably; and

(ii)

If, as described in Sub-article 15.1(c)(i), Supplier has the right to purchase Material or Commercially Purchased Items from a vendor under terms negotiated by Company, Company shall nevertheless have the right to direct Supplier to purchase such items under Supplier’s terms with the vendor, if in Company’s discretion Company believes that the Supplier’s terms are more favorable than those negotiated by Company.

(d)

Supplier shall hold in confidence any and all information related to Company’s purchase agreement(s) with the vendors, including, but not limited to, technical information, forecasts and Company’s prices. Supplier hereby agrees to use such information only for the purpose of fulfilling its obligations under this Agreement or any Order placed pursuant to this Agreement. Supplier shall share such information only in accordance with and subject to Article 34; and

(e)

Supplier acknowledges and agrees that Company may at any time withdraw its authorization from Supplier to purchase at Company’s negotiated prices and/or terms as described herein. In the event of any such withdrawal, Company shall give Supplier reasonable advance notice thereof in writing.

15.2

Company and Supplier shall use reasonable commercial efforts to identify and pursue possible purchasing opportunities with companies that will benefit the respective Parties through volume discounts, process and cost efficiencies for goods and services.

16.1

Supplier shall work with Company to maintain a level of Product manufacturing capability and flexibility that is consistent with Company’s business requirements. Unless otherwise agreed, Company shall compensate Supplier in the manner set out herein for any costs incurred by Supplier after the Effective Date associated with replicating existing stencils, fixtures, tooling, assembly and/or test equipment uniquely required to support Company’s production requirements or building new unique stencils, fixtures, tooling, assembly, and/or test equipment in support of Company’s production requirements. The costs associated with the foregoing activities shall, by mutual agreement of the Parties either (a) be amortized and recovered over a period not greater than twelve (12) months in the cost of the Product; or (b) be charged by Supplier to Company as a separately billable non-recurring engineering charge for which Company shall issue to Supplier a purchase order in accordance with Article 10 of this Agreement. Notwithstanding the foregoing, in the event that for any reason whatsoever such costs are not fully recovered by Supplier within the agreed to time frame, Company acknowledges that the full amount of such costs shall be

recovered by Supplier in accordance with clause (b) hereof. Title and ownership of such stencils, fixtures, tooling, assembly and/or test equipment that do not contain Supplier Proprietary Information shall pass to Company once Supplier has been fully compensated by Company for the costs referred to herein, whether pursuant to the amortization schedule, the purchase order, or if Company otherwise at any time fully compensates Supplier for such costs. When Company takes title of such equipment as provided herein, such equipment shall remain in Supplier’s possession and be maintained by Supplier as provided in Article 66.2. Prior to fabricating or procuring any stencils, fixtures, tooling, assembly and/or test equipment that is unique to the manufacture of Company’s Products, Supplier agrees to review such plans with Company. Supplier agrees that all stencils, fixtures, tooling, assembly and/or test equipment used in the production of Products shall be subject to the terms set forth in Article 36 and Article 49.

16.2

Company will use reasonable commercial efforts to provide to Supplier, on a weekly basis, a fifty-two (52) week rolling forecast, in sufficient detail, for all Products required under this Agreement (the “Forecast”), or to provide forecasts using other forecasting methods as may be agreed to by the Parties. Except as otherwise provided in this Agreement and subject to the provisions of Articles 9 and 13, all Forecasts are for planning purposes only and do not constitute a commitment to purchase by Company. Company’s requirements for Commercially Purchased Items may, at Company’s option, be included in a Forecast or be ordered on a discrete order basis.

16.3

As part of Company’s and Supplier’s supply chain management process, Supplier agrees to provide Company’s forecasted requirements to all third party vendors of Material to support the timely manufacture of Products by Supplier for Company under this Agreement; provided, however, such information is proprietary to Company and shall not be furnished by Supplier to any such third party unless such third party has previously executed a confidentiality agreement in favour of Supplier or until such third party agrees in writing, in a form acceptable to Supplier, to treat such information as confidential. At Company’s request, Supplier shall provide Company with reports and allow Company to verify that Supplier is satisfactorily complying with this Article 16.3.

16.4

Company shall use reasonable commercial efforts to provide Supplier with at least six (6) months prior notice of the time at which a Product is scheduled for end-of-life designation. Upon receipt of such notice, the Parties shall work together to prepare an end-of-life plan.

17.1

Supplier will provide to Company a draft emergency backup manufacturing proposal (the “Emergency Backup Manufacturing Proposal”) within the earlier to occur of: (i) six (6) months after the Effective Date, and (ii) thirty (30) Business Days after Supplier qualifies each of the Company Chosen Subcontractors, and within ninety (90) days following transfer of production of any Product to another facility, which identifies the challenges, hurdles, timing, costs and any other issues associated with implementing an Emergency Backup Manufacturing Plan which, following a catastrophic event, a condition listed in Article 42, or any other condition in which Supplier is unable to produce and ship Product to meet Company’s requirements for at least ten (10) Business Days, would allow Supplier to:

(a)

Manufacture and ship the impacted Product(s) at the levels set forth in paragraph (c) from one or more of its other manufacturing facilities upon the written approval of Company to meet Company’s delivery requirements for such Product(s);

(b)

Commence shipments of the impacted Product(s) at the levels set forth in paragraph (c) to Company from such other manufacturing facilities no later than thirty (30) Business Days after the commencement of the catastrophic event or other condition; and

(c)

Achieve, subject to the availability of Product-specific equipment, the following levels of shipments from such other manufacturing facilities:

(i)

A minimum of fifty percent (50%) of Company’s then current Forecast after thirty (30) Business Days of the commencement of the catastrophic event or other condition;

(ii)

A minimum of seventy-five percent (75%) of Company’s then current Forecast after forty-five (45) Business Days of the commencement of the catastrophic event or other condition; and

(iii)

A minimum of one hundred percent (100%) of Company’s then current Forecast after sixty (60) Business Days of the commencement of the catastrophic event or other condition.

17.2

The Parties shall review such Emergency Backup Manufacturing Proposal and determine the feasibility of developing and implementing such an Emergency Backup Manufacturing Plan, either in its full form, or in a variation thereof. Should the Parties agree to implement such an Emergency Backup Manufacturing Plan and agree upon the conditions under which it would be implemented, Supplier agrees to implement such plan.

17.3

In the event that an Emergency Backup Manufacturing plan is implemented, Supplier will hold annual trials and drills, and will provide the results, findings and subsequent action plans to the Company for review. Supplier and Company will agree on acceptable resolutions to negative findings.

17.4

In the event that the Emergency Backup Manufacturing Plan prepared by Supplier fails to achieve its purpose as set out in Article 17.1 and no resolution can be found through escalation to the Oversight Committee, Company may at its option, terminate this Agreement or an Order (with respect to the Product identified in the Order and affected by such delay or failure) in accordance with Article 42 at no charge, and/or exercise any other rights and remedies it may have, pursuant to this Agreement and at law or at equity.

18.1

At Company’s request, Supplier agrees to provide the necessary manufacturing assistance to Company to support the timely development, design, and introduction of New Products and Successor Products. As part of this assistance, Supplier agrees to the terms and processes set forth in Attachment M - New Product Introduction (NPI) Process and shall keep abreast of major developments in Supplier’s industry, including such areas as new production methods, processes and techniques or materials and shall regularly advise Company of any developments that could impact Company’s Product price, performance, quality and time to market objectives. Except to the extent provided in Attachment M or otherwise agreed by the Parties, such support shall be provided at no cost to Company.

18.2

At Company’s request, Supplier agrees to participate with Company in utilizing target-costing methodology for New Products and Successor Products introduced into Supplier’s manufacturing process. The methodology used to perform this target-costing will be jointly determined by the Parties. Supplier agrees to target and document cost reductions in accordance with the specific product cost reduction roadmap. Both parties commit to work aggressively to pursue the achievement of such target cost reductions.

19.1

Supplier and Company agree that they will work diligently to implement and utilize electronic means to issue Orders, Order acknowledgments, Order changes, forecasts and ship notices, to

view Product and Material inventory information, and to facilitate electronic mail and such other communications as may be agreed upon by Supplier and Company for the transmission and receiving of information under this Agreement (“Electronic Commerce”).

19.2

Supplier shall have Electronic Commerce capability established within an agreed upon time period from the date of this Agreement. If Company elects to utilize EDI or XML as a means to electronically transmit data, Supplier and Company shall negotiate in good faith the required specifications, agreements and timelines for implementation. Such Electronic Commerce shall also include the capability of transmitting and receiving the items referenced in Articles 19.1 and 19.3 by means of Internet communications.

19.3

In addition to the requirements set forth in Article 19.1, Supplier agrees to work with Company to provide Company access, in accordance with and subject to Supplier’s security policies and procedures, to Supplier’s information systems in order to view and download the following Product data: (a) test and inspection data, (b) warranty and return and repair service data, (c) functional parametric data, (d) current “build to” production BOMs, and (e) Supplier and Company Product levels. Company acknowledges that Supplier’s policies and procedures may require that such access will be to/through a computer facility separate from Supplier’s internal information system(s). The Parties have established a goal to work together to enable Supplier to provide to Company the following, to a common standard for all Company locations, via real-time/near-real-time electronic transactions: (a) detailed (manufactured and purchased) finished Product/sub-assembly supply plans to support Company’s customer available to promise processes, (b) jeopardy notification and re-promise date(s) if a scheduled item will not ship on the day scheduled, (c) hierarchical Product serialization data to support serialization capture processes in effect at the time, and (d) component engineering and component management data.

19.4

The Parties hereby agree that Supplier will meet with each Ordering Company to determine the necessary information systems, software, and configurations that are required to enable each ordering Company to electronically transmit the Bill of Material, Specifications, technical drawings and all other relevant information needed for the manufacture of Product by Supplier for such Ordering Company. If Company requires different information systems, hardware, communications technology software or configurations, then the Parties agree to negotiate in good faith the costs associated with the installation of such information systems, hardware, communications technology software or configurations. These requirements shall be set forth in writing.

19.5

Supplier shall establish, at Supplier’s expense, appropriate measures (including, but not limited to, fire walls) to ensure Supplier’s and Company’s Information related to the manufacture and supply of Product can only be accessed by Supplier and Company. For certainty, and without limitation, Supplier shall use its reasonable commercial efforts to ensure that such information is not accessed by any third party, including any customer of Company, except as Company may authorize in writing. In the event Supplier is provided access to certain Company information systems, Supplier agrees to (a) use Information obtained from such systems solely for the purpose of performing its obligations under this Agreement or an Order placed pursuant to this Agreement and (b) take the necessary steps at Supplier’s expense, including but not limited to establishing firewalls, secured modems, etc. in order to ensure Company’s Information (including Company IP as part thereof) is sufficiently protected.

20.1

Unless otherwise specified in an Order, Supplier shall: (a) deliver or ship the Product or Commercially Purchased Item covered by this Agreement or Order complete; (b) deliver or ship to the destination designated in the Order; (c) ship according to routing instructions as set forth in the Order and provided by Company’s ordering location; (d) identify this Agreement and Order number on all subordinate documents; (e) enclose a packing memorandum with each shipment, encase the packing memorandum in a moisture resistant pouch or holder, place the packing memorandum on the side of the delivery or shipping container, and in the case of multiple containers, place it on the first container and, when more than one package is delivered or shipped, identify the package containing the memorandum; and (f) mark this Agreement and Order number on all packages and delivery or shipping papers. The following information shall be placed on all packing memorandums: (a) Company’s name; (b) address of location from which delivery or shipping is made; (c) Order number; (d) Order item or line number; (e) Company’s Andrew Part Number as stated on the Order; (f) Product or Commercially Purchased Item description as stated on the Order; (g) quantity delivered or shipped; (h) unit of measure as stated on the Order; (i) Company’s customer’s order number, Company’s customer’s specification/requirements number, and Company’s customer’s item number when identified on the Order; and (j) a list of all serial numbers for Product or Commercially Purchased Items shipped. Adequate protective packing shall be utilized, in accordance with the applicable Specifications. Shipping and routing instructions may be furnished or altered by Company in writing. If Supplier does not comply with Company’s shipping or routing instructions, Supplier authorizes Company to deduct from any invoice of Supplier (or to charge back to Supplier) any increased transportation costs actually incurred by Company as a result of Supplier’s noncompliance, provided that such increased costs shall be first submitted to and approved by Supplier.

20.2

When Supplier delivers Products or Commercially Purchased Items to Company or Company’s end customer, or its agent, at Supplier’s dock or to an integration, repair or distribution center which is at the same location as the facility from which delivery is to be made, Supplier shall obtain a delivery receipt from the party to whom the delivery was made.

20.3

Supplier shall retain the original or copies, as applicable, of all shipping documents and delivery receipts generated or obtained by Supplier in performance of the provisions of this Article 20. Such documents are subject to audit, as provided in Article 30.

20.4

Supplier shall provide summary shipping reports in the detail and upon the frequency required in the applicable Product Plan. Supplier hereby expressly acknowledges that Company may rely upon such reports in making its own submissions to auditors and other entities, including taxing authorities. Supplier hereby indemnifies Company and its Affiliates against any claim arising from inaccuracies in such reports.

21.1

The manufacturing operations in respect of any Product under this Agreement shall not be transferred among the manufacturing facilities of Supplier or its Affiliates without the prior written consent of Company, which such consent shall not be delayed or withheld unreasonably. In the event that Company approves any such transfer of the manufacturing operations in respect of Products under this Agreement among Supplier’s manufacturing facilities, Company and Supplier shall cooperate in the implementation of a smooth and expeditious transition of the manufacture of such Products without interrupting supply and service to Company and Company’s customers. To that end, the Parties may agree to jointly establish a transition or implementation team (“Transition Team”), which will meet on a regular basis.

21.2

Appointees to the Transition Team and their qualifications and required expertise shall be as agreed to by the Parties.

21.3

Each Party shall be entirely responsible for its own costs associated with participating in the activities described in this Article 21.

22.1

Supplier shall meet Company’s quality requirements as set forth in Specifications and otherwise in this Agreement. If within twenty-eight (28) days, or as otherwise agreed to by the Parties on a case by case basis, of transfer of title to Product from Supplier to Company, Company rejects any or all Product for failing to meet any of the Specifications agreed to by Supplier, Company may exercise one or more of the following remedies: (a) return rejected Product for full credit at the price charged plus return transportation charges, duties, and taxes, as may be applicable; (b) accept a conforming part of any shipment; or (c) have rejected Product replaced by Supplier at the purchase price stipulated in this Agreement or the applicable Order. If notification of rejection of any or all Product is not received by Supplier within this twenty-eight (28) day period or as otherwise agreed to between the Parties, such Product will be deemed to have been accepted by Company. Company shall obtain a return materials authorization (“RMA”) number from Supplier prior to returning any Product and shall return any Product rejected under this Article 22 within fifteen (15) Business Days of such rejection, unless otherwise agreed between the Parties.

22.2

Except as provided herein, Supplier shall maintain facility registration by an accredited registrar in compliance with ISO 9000 for all Supplier’s facilities Supplier uses to manufacture Products and/or perform Services hereunder. Supplier commits that all manufacturing and design operations, including any key sub-contractors selected by Supplier that contribute to the design, development, production, delivery and service of Product under this Agreement are ISO 9000 registered by an accredited registrar. The foregoing commitments shall not apply on the Effective Date with respect to Supplier’s ARAD, Romania facility and the Company Chosen Subcontractors, Supplier agrees to work towards achieving ISO 9000 registration in such facilities in accordance with a plan acceptable to Company, acting reasonably, but in any case such registration shall be achieved within twelve (12) months after the Effective Date. When requested by Company, Supplier shall furnish subsequent to each of its re-certification/surveillance audits, a copy of its quality policy manual and periodic audit documentation (including findings and corrective actions) for the locations manufacturing Products or performing Services under this Agreement. In the event Company requests Supplier to adopt or comply with other types of quality and similar requirements or certifications to those stated above in order for Company to sell Products, the Parties shall negotiate in good faith the timing and costs associated with achieving such requirements or certifications.

22.3

Subject to complying with Supplier’s plant rules and regulations, internal security and confidentiality requirements, security clearance regulations and other procedures as applicable, Supplier shall allow on-site quality management system type audits (e.g. ISO 9000, ISO 14001, and ANSI/ESD 20.20) as well as on-site process evaluations by Company or Company’s designated representative. All such on-site visits shall be at Supplier’s locations and, with their consent, at the locations of Supplier’s subcontractors who supply Material used in the manufacture of Product. The timing of such on-site visits shall be at Company’s discretion, subject to fourteen (14) days prior notice to Supplier by Company except in those situations in which Company has identified a quality problem that would prohibit Company or Supplier from shipping Products. Supplier agrees to implement and report the status of a Corrective Action Plan for all unacceptable issues within a time frame agreeable to the Parties and in a manner which is consistent with corrective action processes that are acceptable to Company, acting reasonably, and in compliance with procedures sufficient to maintain Supplier’s applicable registration. Supplier shall agree to have an improvement program in place, which will allow it to attain and maintain acceptable ratings or equivalent on all quality management system elements as agreed to by Company and Supplier.

22.4

Supplier’s internal process controls shall be based on the Company requirements set forth in a specific product plan (“Product Plan”) in a form similar to Attachment H - Product Plan or as otherwise agreed by the Parties, and must, in any case, include incoming inspection procedures acceptable to Company. The Product Plan will contain Product-specific requirements and will define data reporting frequencies as agreed to by Company and Supplier. This is a process of “qualifying” the Supplier’s manufacturing location by periodic assessment of processes and Products.

22.5

Subject to complying with Supplier’s plant rules and regulations, internal security and confidentiality requirements, security clearance regulations and other procedures, as applicable, Supplier shall permit Company, at Company’s discretion to inspect and test Product at Supplier’s location (“Source Inspection”). If the Product inspection performance results do not meet Company’s Specifications, after an agreed up on period of time or number of lots inspected, as specified in the applicable Product Plan, the cost of continued Source Inspections shall be borne by Supplier. Source Inspections may be discontinued or reinstated, depending upon the shipped Product quality level, at the reasonable discretion of Company.

22.6

Supplier shall perform a first article inspection and prepare a first article inspection report in a form acceptable to Company, acting reasonably, whenever any of the following occur in respect of a Product at Supplier’s location: Specification issue change, Material change, manufacturing location change, new Material incorporated into Product, new Material vendor added to the AVL, and at Company’s discretion, acting reasonably, a process change or a tooling change. The first article inspection report shall be sent to Company by Supplier on or before delivery or shipment of the Product. Supplier shall show the Andrew Part Number, Specification Issue number, and Order number on the top of the first page of the first article inspection report. The report should identify the specification element verified, the allowable tolerance, and the actual measurements.

22.7

Prior to Product production approval, Supplier shall make available (on-site at Company’s discretion and at Company’s request, acting reasonably), a minimum quantity of sample Product produced in a continuous run on permanent manufacturing equipment to Company’s designated representative for examination and subsequent approval by Company. Supplier shall not make any deliveries or shipments under an Order prior to approval of such sample production units by Company, unless authorized by Company in writing. Unless otherwise specified in this Agreement, the sample production units shall be retained by and title shall vest in Company upon delivery in accordance with an Order.

22.8

Supplier shall, except as provided in the applicable Product Plan or other agreement of the Parties, meet the Product requirements defined in IPC/EIA J-STD-001C “Requirements for Soldered Electrical and Electronic Assemblies” in its entirety, including referenced documents, as it or they may be modified from time to time by Company through the issuance of an Engineering Change Order in accordance with Article 59.3, and all other agreed to Specifications as listed in the applicable Product Plan.

22.9

Supplier and its subcontractors utilized in the manufacture of Products pursuant to this Agreement, except as set forth in the applicable Product Plan or otherwise agreed, shall be

compliant with following ESD Industry Standards to the extent applicable:

22.10

Supplier and its subcontractors shall be capable of handling moisture sensitive devices (MSD) per IPC/JEDEC J-STD-033 requirements. At Company’s request, Supplier agrees to provide an internal document detailing Supplier’s and such subcontractor’s MSD handling procedures.

22.11

Supplier shall establish a maximum DPMO acceptable to Company for each component used in a Product. Supplier shall work with Supplier’s vendor to secure corrective actions and alert Company on a periodic basis in accordance with Article 22.8.

22.12

The procedure for Supplier responding to Company for Product non-conformities detected by Company shall be as follows:

(a)

The initial actions taken to contain the problem;

(b)

A description of the root cause of the problem;

(c)

The proposed corrective action or solution to the problem;

(d)

The actual or planned implementation date of the corrective action;

(e)

The plans for verifying that the corrective action was effective; and

(f)

The actual or planned date of the verification of effectiveness.

22.13

If during the Term of this Agreement and for five (5) years after the last shipment date of any Product under this Agreement, Company notifies Supplier that such Product shows evidence of an Epidemic Condition (as defined below), Supplier shall prepare and propose a Corrective Action Plan with respect to such Product within five (5) Business Days, or such extended period as may be agreed to, of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). An extension of this time frame is permissible upon mutual written agreement of the Parties.

(a)

Failure reports or statistical samplings show that [*] of a Product, whichever is greater, or such other percentage and/or number as may be in the Product Plan, of Product installed or shipped during any [*] consecutive months exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing, severe corrosion or non-functionality or other symptoms of this type;

(b)

Failure reports or statistical sampling show one or more instances of Product tracked by Company to contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic emissions, etc.);

(c)

Failure reports show that Out of Box (“OOB”) failures exceed [*] of a Product, whichever is greater, or such other level(s) specified in the applicable Product Plan, or that any of Company’s customers purchasing such Product claims an epidemic condition based on OOB. For the purposes of this Agreement, OOB shall be defined as any Product that during test, installation or upon its first use fails to operate in accordance with the Specification or that contains one or more major visual, appearance or mechanical defects that would make the Product unfit for use or installation.

(a)

Incorporate the remedy in the affected Product in accordance with Article 59;

(b)

Deliver or ship all subsequent Product incorporating the required modification correcting the defect(s) at no additional charge to Company provided that the Epidemic Condition is due to a cause covered by the Warranty in accordance with Article 23;

(c)

Repair and/or replace Product that caused the Epidemic Condition, if determined by Company to be necessary, at no additional charge to Company provided that the Epidemic Condition is due to a cause covered by the Warranty in accordance with Article 23. In the event that Company incurs costs due to such repair and/or replacement, including but not limited to labor and shipping costs and the root cause is caused by Supplier, Supplier shall reimburse Company for such costs.

22.14

As part of a program of continuous improvement, set out in the Operational Metrics, Supplier agrees to annually establish improvement goals for a series of key quality objectives. These key objectives should include, but are not limited to:

(a)

Customer return rates and on time delivery performance as may be mutually agreed upon by the Parties.

(b)

Certification test and Product workmanship results;

(c)

In-circuit, functional and final system Product test yields; and

(d)

Reduction in accumulation of defective work-in-process (i.e., the “Bonepile”).

22.15

Company intends to monitor Supplier’s quality performance in accordance with the Performance Metrics set forth in Attachment E. Failure by Supplier to meet quality Performance Metrics shall be subject to the resolution and consequences provisions set forth in Article 12.

23.1    (a)

Supplier warrants to Company that Products delivered or shipped by Supplier under this Agreement will be new, free from defects in Supplier’s workmanship, and manufactured in accordance with applicable Specifications, and shall repair or replace, as the Parties may mutually agree, without charge, any Products which are proved to be defective as a result of Supplier’s workmanship or failure to comply with applicable Specifications, including Supplier’s use of incorrect Materials in manufacturing Products, even if the Material vendor failed to accurately mark such Material (if such inaccuracy would have been disclosed by incoming inspections and/or testing thereof prior to delivery), provided that:

(i)

Company shall promptly notify Supplier in writing upon discovery of any defect due to the causes referenced to above; and

(ii)

Such defective Product has been returned, freight charges prepaid, to Supplier’s designated location within two (2) years from the original delivery date by Supplier to Company or Company’s customer, or one (1) year from the date of installation of such Product, whichever is shorter (the “Warranty Period”).

(b)

Commercially Purchased Items are expressly excluded from the Warranty set out in this Article 23. Supplier shall deliver or ship with such items all warranty documentation received from the vendors thereof. In addition, to the extent it is permitted to do so, Supplier will assign to Company all warranties for such items received from the vendors thereof. Such assignment shall be effective as of delivery or shipment by Supplier.

(c)

Notwithstanding the Warranty Period for Products, Supplier warrants the workmanship of any repair performed on a Product during the Warranty Period for one (1) year, or the remainder of the original Warranty Period, whichever is longer.

23.2

A RMA is required from Supplier prior to returning any Products. Such RMA shall not be unreasonably delayed or withheld. All returned Products shall include documentation describing the nature of the defect and under what conditions it occurred.

23.3

Company or its customers shall bear the cost of the return of Products to Supplier’s designated premises. Supplier shall bear all costs of the redelivery to Company’s or Company’s customer’s premises, including duties and customs clearance on international returns, of all Products which are found by Supplier to contain a defect to which the Warranty in Article 22.1(a) applies. In respect of any Products that are found by Supplier not to contain such a defect, Company shall pay to Supplier a NTF charge in addition to all redelivery costs. If upon the Effective Date, Attachment J does not establish an applicable NTF charge for each Product listed on Attachment B, then, until such a specific NTF charge is established, the NTF charge shall be [*], or the monetary equivalent thereof as determined by the location of Supplier’s Warranty repair center The Parties agree that the definitive NTF charges for each Product will be made a part of Attachment J as soon as reasonably practical. In the case of Product repair and replacement, title (if the returned Product is replaced) and risk of loss of a returned Product will pass to Supplier upon delivery to Supplier, and title (of any replacement Product) and risk of loss of the repaired or replacement Product will pass to Company upon delivery to Company or to Company’s customer upon delivery to such customer.

23.4

The Warranty shall not apply to:

(a)

Products which Company, Ordering Companies, third parties under Company’s direction, or Company’s customers, have (i) caused to have been misused, modified, damaged, placed in an unsuitable (as determined by the Specifications) physical or operating environment, (ii) maintained improperly, (iii) caused to fail by any product not supplied by Supplier, or (iv) caused to fail by any service not supplied by Supplier;

(b)

Any Products which have been subjected to any repair not authorized in writing in advance by Supplier;

(c)

Any defect caused by Company or a third party or by an error or omission or design or other fault in any Specification or other drawings, documentation, data, software, information or know-how or Product provided or specified by Company;

(d)

subject to Article 23.5, any defect caused by, or arising directly or indirectly out of or in connection with a defect in Material; or

(e)

Products in respect of which Supplier has been requested by Company not to perform Supplier’s standard inspection and mutually agreed upon test procedure(s).

23.5

Not