APPLE COMPUTER, INC. MASTER DEVELOPMENT AND SUPPLY AGREEMENT

Exhibit 10.47

¨

APPLE COMPUTER, INC.

MASTER DEVELOPMENT AND SUPPLY AGREEMENT

#C56-06-00844

THIS MASTER DEVELOPMENT AND SUPPLY AGREEMENT is entered into by and between Apple Computer, Inc. , a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, United States and Apple Computer International , an Irish Corporation having its principal place of business at Holly Hill Industrial Estate, Cork City, Ireland (collectively, “ Apple ”), and Multi-Fineline Electronix, Inc. (aka M-FLEX) , a Delaware corporation, having its principal place of business at 3140-A Coronado Street, Anaheim, CA 92806 (“ Company ”), effective as of June 22, 2006 (the “ Effective Date ”).

PURPOSE

Apple desires to engage Company and its affiliates to provide services in connection with the development and supply of components for use in Apple products. This Master Development and Supply Agreement contains the general terms and conditions governing the relationship of the parties. The parties may sign statements of work that reference this Master Development and Supply Agreement to set forth terms and conditions specific to particular goods and services. However, if the parties have not yet signed a statement of work for particular goods and services to be provided, then, unless the provision of such goods and services is governed by a separate written agreement, the terms and conditions of this Master Development and Supply Agreement will apply.

AGREEMENT

Capitalized terms not defined herein, have the meanings set forth in Schedule 1 , attached hereto and incorporated herein by reference.

 

1.	Development

1.1. Deliverables . At the beginning of a project, Apple and Supplier will meet to agree upon a Project Schedule that sets forth the dates Supplier will provide Development Deliverables agreed upon by Apple and Supplier.

1.2. Delivery . Supplier will deliver Development Deliverables to Authorized Purchasers in accordance with the Project Schedule with written notice of the delivery. Payment of invoices will not [CONFIDENTIAL TREATMENT REQUESTED] of Development Deliverables, but rather Development Deliverables delivered will [CONFIDENTIAL TREATMENT REQUESTED] the Authorized Purchaser. Upon delivery of a Development Deliverable, the Authorized Purchaser will [CONFIDENTIAL TREATMENT REQUESTED] the Development Deliverable, [CONFIDENTIAL TREATMENT REQUESTED] in the event that, in [CONFIDENTIAL TREATMENT REQUESTED], the Development Deliverable [CONFIDENTIAL TREATMENT REQUESTED], including the Project Schedule [CONFIDENTIAL TREATMENT REQUESTED] Development Deliverable. If an Authorized Purchaser requests, Supplier will assist the Authorized Purchaser with testing the Development Deliverables [CONFIDENTIAL TREATMENT REQUESTED]. Upon [CONFIDENTIAL TREATMENT REQUESTED] Development Deliverable, Supplier will promptly [CONFIDENTIAL

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

TREATMENT REQUESTED] with the Specifications [CONFIDENTIAL TREATMENT REQUESTED] the Development Deliverable to Authorized Purchasers as soon as is practicable, or such other time period agreed upon by the Authorized Purchaser in writing. The Authorized Purchaser will [CONFIDENTIAL TREATMENT REQUESTED] in accordance with the foregoing procedure, which procedure will [CONFIDENTIAL TREATMENT REQUESTED] the Authorized Purchaser [CONFIDENTIAL TREATMENT REQUESTED] the Development Deliverable [CONFIDENTIAL TREATMENT REQUESTED] the Development Deliverable.

1.3. Re-scheduling . If Supplier is unable to provide the Development Deliverables or related services in accordance with the Project Schedule for any reason, including Apple’s or any Authorized Purchaser’s failure to provide timely delivery of required information, Supplier will promptly notify Apple, specifying the reason for such failure to comply with the Project Schedule.

1.4. Cancellation . An Authorized Purchaser may cancel all or any part of a Purchase Order issued by such Authorized Purchaser for Development Deliverables and related services [CONFIDENTIAL TREATMENT REQUESTED]. Upon any such cancellation, Supplier will, to the extent and at the times specified by the Authorized Purchaser, stop all work on the Purchase Order (or designated portions thereof) so cancelled, incur no further costs, and protect all property in which the Authorized Purchaser has or may acquire an interest. Supplier will do so promptly [CONFIDENTIAL TREATMENT REQUESTED]. Except as may be set forth in the applicable SOW, the Authorized Purchaser will [CONFIDENTIAL TREATMENT REQUESTED] in connection with the cancelled Purchase Order except for [CONFIDENTIAL TREATMENT REQUESTED] performed [CONFIDENTIAL TREATMENT REQUESTED] in accordance with this Section 1 [CONFIDENTIAL TREATMENT REQUESTED], provided, however, [CONFIDENTIAL TREATMENT REQUESTED] (1) the EOL Date, (2) expiration or termination of the applicable SOW, or (3) termination of this Agreement, [CONFIDENTIAL TREATMENT REQUESTED] (a) undelivered Development Deliverables completed in accordance with the Specifications, (b) work-in progress prepared in accordance with the Specifications and the Forecast, and (c) the excess Long Lead Time Materials, if any, at [CONFIDENTIAL TREATMENT REQUESTED] for such materials, [CONFIDENTIAL TREATMENT REQUESTED] (i) were purchased no earlier than required by applicable Lead-Times to fulfill the requirements of the then current (at the time of purchase by Supplier) Forecast, (ii) meet all applicable Specifications, and (iii) [CONFIDENTIAL TREATMENT REQUESTED]. Supplier will scrap any such materials [CONFIDENTIAL TREATMENT REQUESTED] upon Apple’s request, provided [CONFIDENTIAL TREATMENT REQUESTED] to scrap such materials.

1.5. No Obligation . Provision by Supplier of any Development Deliverables or related services does not obligate Apple or any other Authorized Purchaser to purchase any Goods from Supplier.

1.6. Costs . Except for amounts due pursuant to a Purchase Order or SOW or as otherwise agreed in writing by the parties, Authorized Purchasers will not be responsible for any costs in connection with the Development Deliverables or related services.

1.7. Taxes . The Development Deliverables in their tangible form have no intrinsic value. As such, no value added, sales, or use taxes have been assessed or are anticipated to be required as a result of the services provided under this Agreement.

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

2.	Production and Order Fulfillment

2.1. Production . Supplier will manufacture, test, package, and deliver Goods in accordance with all applicable Specifications pursuant to Purchase Orders issued by Authorized Purchasers and the requirements set forth, if any, in the applicable SOW, as more fully set forth below.

2.2. Forecasts

(a) Delivery . Apple will provide Supplier with a Forecast on at least [CONFIDENTIAL TREATMENT REQUESTED] until the EOL Date.

(b) Confirmation . Within [CONFIDENTIAL TREATMENT REQUESTED] of receipt of a Forecast, Supplier will respond [CONFIDENTIAL TREATMENT REQUESTED] supply of the Goods [CONFIDENTIAL TREATMENT REQUESTED] the Forecast. Supplier agrees to [CONFIDENTIAL TREATMENT REQUESTED] subsequent Forecasts with respect to each [CONFIDENTIAL TREATMENT REQUESTED] of the Forecast to the extent that: (i) the subsequent Forecast does not exceed the previous Forecast for the [CONFIDENTIAL TREATMENT REQUESTED] by more than [CONFIDENTIAL TREATMENT REQUESTED] if any, in the applicable SOW; or (ii) if no previous Forecast exists for a [CONFIDENTIAL TREATMENT REQUESTED], the subsequent Forecast does not exceed the [CONFIDENTIAL TREATMENT REQUESTED] forecasted in a Forecast by more than [CONFIDENTIAL TREATMENT REQUESTED], if any, in the applicable SOW.

If the applicable SOW does not contain a Flexibility Schedule, Supplier will respond in the same manner as with the initial Forecast set forth above.

(c) Supply Constraint . If Supplier’s ability to supply any Goods in accordance with the then current Forecast is constrained for any reason, Supplier agrees that Supplier [CONFIDENTIAL TREATMENT REQUESTED] will immediately escalate the issue to both parties’ management for the purpose of resolving the supply constraint.

(d) Disclaimer . APPLE MAKES NO WARRANTIES REGARDING THE QUANTITY OF GOODS THAT IT OR ANY OTHER AUTHORIZED PURCHASERS WILL ORDER OR PURCHASE, IF ANY. SUBJECT TO SECTION 2.4(D) BELOW WITH RESPECT TO QUANTITIES CITED IN A PURCHASE ORDER, ALL QUANTITIES CITED IN THIS AGREEMENT OR IN DISCUSSIONS ARE NON-BINDING.

2.3. Hubs . If requested by an Authorized Purchaser, Supplier will store Goods in Hubs before their delivery date to support just-in-time delivery of the Goods required pursuant to the then current Forecast. Supplier will: (i) [CONFIDENTIAL TREATMENT REQUESTED] associated with warehousing Goods in Hubs; (ii) maintain a sufficient inventory of Goods in the Hubs to satisfy the requirements of the then current Forecast; (iii) ensure that the Authorized Purchaser or its carrier(s) may withdraw Goods from the Hubs as needed; (iv) retain title to Goods until they are withdrawn by the Authorized Purchaser or its carrier from the Hubs; (v) fully insure or require the Hub operator to fully insure all Goods in transit to or stored at a Hub against all risk of loss or damage until such time as the Authorized Purchaser takes title to them; and (vi) require that the Hub operator take all steps necessary to protect all Goods in a Hub consistent with good commercial warehousing practice. 4

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

2.4. Purchase Orders

(a) Orders . An Authorized Purchaser may purchase Goods by issuing Supplier a Purchase Order. During the period covered by a Forecast confirmed by Supplier in accordance with Section 2.2(b) above, Supplier may [CONFIDENTIAL TREATMENT REQUESTED] a Purchase Order for Goods issued by an Authorized Purchaser [CONFIDENTIAL TREATMENT REQUESTED] of Goods ordered [CONFIDENTIAL TREATMENT REQUESTED] in the then current Forecast [CONFIDENTIAL TREATMENT REQUESTED], if any, in the applicable SOW, or if the Purchase Order does not conform with the terms of this Agreement. Supplier will fulfill orders for Goods using the electronic order processing protocols identified in the document(s), if any, referenced in the Apple Requirements Document.

(b) [ CONFIDENTIAL TREATMENT REQUESTED ]. The price of Goods will be set forth in the applicable SOW or other written agreement among the parties, or if none, in the applicable Purchase Order. Except as set forth in the applicable Purchase Order or SOW or as otherwise agreed in writing, prices include all duties and taxes assessable upon the Goods prior to delivery to an Authorized Purchaser in accordance with this Agreement. Supplier represents and warrants that the prices for Goods [CONFIDENTIAL TREATMENT REQUESTED]. If previously agreed upon pricing [CONFIDENTIAL TREATMENT REQUESTED], then Supplier will [CONFIDENTIAL TREATMENT REQUESTED] to Authorized Purchasers [CONFIDENTIAL TREATMENT REQUESTED].

(c) Adjustments . Authorized Purchasers may reschedule the shipment date of any undelivered Goods [CONFIDENTIAL TREATMENT REQUESTED]. An Authorized Purchaser may increase the number of units of Goods ordered pursuant to a particular Purchase Order [CONFIDENTIAL TREATMENT REQUESTED] in accordance with the Flexibility Schedule, if any, in the applicable SOW. An Authorized Purchaser may redirect shipments of any Goods under any Purchase Order to alternate locations [CONFIDENTIAL TREATMENT REQUESTED].

(d) Cancellation . An Authorized Purchaser may cancel all or any part of a Purchase Order issued by such Authorized Purchaser at any time. Upon any such cancellation, Supplier will, to the extent and at the times specified by the Authorized Purchaser, stop all work on the Purchase Order (or designated portions thereof) so cancelled, incur no further costs, and protect all property in which the Authorized Purchaser has or may acquire an interest. Supplier will do so promptly [CONFIDENTIAL TREATMENT REQUESTED]. Except as may be set forth in the applicable SOW, an Authorized Purchaser will [CONFIDENTIAL TREATMENT REQUESTED] in connection with the cancellation of a Purchase Order for Goods to be delivered during the Production Period. For Goods to be delivered outside of the Production Period, an Authorized Purchaser will [CONFIDENTIAL TREATMENT REQUESTED] in connection with the cancellation of a Purchase Order if the cancelled Purchase Order is cancelled more than the applicable Lead-Time prior to the requested delivery date. If an Authorized Purchaser cancels a Purchase Order for Goods to be delivered outside of the Production Period less than or equal to the applicable Lead-Time prior to the requested delivery date, the Authorized Purchaser will [CONFIDENTIAL TREATMENT REQUESTED] to fulfill the cancelled Purchase Order that [CONFIDENTIAL TREATMENT REQUESTED].

(e) Excess Materials . Upon the earlier of (1) the EOL Date, (2) expiration or termination of the applicable SOW, or (3) termination of this Agreement, the [CONFIDENTIAL TREATMENT REQUESTED] (a) undelivered Goods completed in accordance with the Specifications, (b) work-in progress prepared in accordance with the Specifications and the Forecast, and (c) the excess Long Lead

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

Time Materials, if any, held by Supplier, [CONFIDENTIAL TREATMENT REQUESTED] (i) were purchased no earlier than required by applicable Lead-Times to fulfill the requirements of the then current (at the time of purchase by Supplier) Forecast, (ii) meet all applicable Specifications, and (iii) [CONFIDENTIAL TREATMENT REQUESTED]. Supplier will scrap any such materials so purchased upon Apple’s request, provided [CONFIDENTIAL TREATMENT REQUESTED].

2.5. Delivery

(a) On-Time Delivery . TIME IS OF THE ESSENCE as to the provision of the Goods under this Agreement. If Supplier cannot meet the requirements of the then current Forecast or of the delivery date specified in a Purchase Order, Supplier will promptly notify the Authorized Purchaser and propose a revised delivery date, and the Authorized Purchaser may [CONFIDENTIAL TREATMENT REQUESTED] (i) [CONFIDENTIAL TREATMENT REQUESTED] the Purchase Order [CONFIDENTIAL TREATMENT REQUESTED]; or (ii) require Supplier to [CONFIDENTIAL TREATMENT REQUESTED]. If neither the remedy in clause (i) or (ii) is sufficient, after reasonable efforts to resolve the delay in delivery between senior management of both parties, the Authorized Purchaser may [CONFIDENTIAL TREATMENT REQUESTED] and hold [CONFIDENTIAL TREATMENT REQUESTED] for the [CONFIDENTIAL TREATMENT REQUESTED] Authorized Purchasers for [CONFIDENTIAL TREATMENT REQUESTED] including [CONFIDENTIAL TREATMENT REQUESTED], and may exercise all other remedies provided at law, in equity and in this Agreement. If after a reasonable effort [CONFIDENTIAL TREATMENT REQUESTED] the Authorized Purchaser is unable to do so, or if circumstances reasonably indicate that such effort will be unavailing, the Authorized Purchaser will have [CONFIDENTIAL TREATMENT REQUESTED]. No Authorized Purchaser is obligated to accept [CONFIDENTIAL TREATMENT REQUESTED]. Unless an Authorized Purchaser has otherwise agreed in writing, Supplier must [CONFIDENTIAL TREATMENT REQUESTED] in the applicable Purchase Order. Authorized Purchasers reserve the right to [CONFIDENTIAL TREATMENT REQUESTED] and to [CONFIDENTIAL TREATMENT REQUESTED].

(b) [CONFIDENTIAL TREATMENT REQUESTED]. Payment of invoices will [CONFIDENTIAL TREATMENT REQUESTED]. The Authorized Purchaser may [CONFIDENTIAL TREATMENT REQUESTED] that do not [CONFIDENTIAL TREATMENT REQUESTED] with the [CONFIDENTIAL TREATMENT REQUESTED] applicable Purchase Order or this Agreement. At the Authorized Purchaser’s option, and pursuant to the Authorized Purchaser’s written instructions, Supplier will promptly: (i) [CONFIDENTIAL TREATMENT REQUESTED] plus any [CONFIDENTIAL TREATMENT REQUESTED] or (ii) [CONFIDENTIAL TREATMENT REQUESTED] such items.

(c) Terms of Sale . Except as provided in Section 3.2 below, all Goods will be delivered by [CONFIDENTIAL TREATMENT REQUESTED]; provided, however, that if Goods are delivered via Hubs in accordance with Section 2.3 above, Supplier will retain title and risk of loss with respect to Goods delivered to a Hub until [CONFIDENTIAL TREATMENT REQUESTED].

2.6. Costs . Except for amounts due pursuant to a Purchase Order or SOW, Authorized Purchasers will not be responsible for any costs in connection with the ordering and purchase of any Goods.

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

3.	Support Services and Service Units

3.1. Service Unit Inventory . Supplier will, at Supplier’s expense, provide an inventory of Service Units to Apple in accordance with the Service Unit inventory requirements set forth in document(s), if any, referenced in the Apple Requirements Document or applicable SOW. In absence of such requirements and upon Apple’s request, Supplier will (i) deliver an Initial Service Unit Inventory to entities designated by Apple, [CONFIDENTIAL TREATMENT REQUESTED] Apple first ships the applicable Apple Product.

3.2. Terms of Sale . Supplier will deliver all Service Units [CONFIDENTIAL TREATMENT REQUESTED] and title will transfer [CONFIDENTIAL TREATMENT REQUESTED] of the Service Units at [CONFIDENTIAL TREATMENT REQUESTED]; provided, however, that whenever Service Units are delivered to Apple Computer International or Apple Computer Limited, Cork Branch in the Asia-Pacific region, Goods will be delivered [CONFIDENTIAL TREATMENT REQUESTED] and title will transfer at [CONFIDENTIAL TREATMENT REQUESTED].

3.3. Costs . Except for amounts due pursuant to a Purchase Order or SOW, Authorized Purchasers will not be responsible for any costs in connection with Supplier’s obligations in this Section 3.

 

4.	Modifications

4.1. By Supplier . Supplier will not modify any Specifications without obtaining Apple’s prior consent via the Project Management System.

4.2. By Apple . Apple may modify any Specifications via the Project Management System. Supplier will acknowledge the modification via the Project Management System in accordance with applicable procedures. The terms and conditions of this Agreement will be amended by such modification upon Supplier’s acknowledgement thereof or, if within [CONFIDENTIAL TREATMENT REQUESTED] of receipt of notice of such modification, if Supplier has not given Apple notice of its acknowledgement. In the event the modification results in [CONFIDENTIAL TREATMENT REQUESTED] performance of Supplier’s obligations under this Agreement, Apple will [CONFIDENTIAL TREATMENT REQUESTED] Supplier’s reports [CONFIDENTIAL TREATMENT REQUESTED] to Apple within [CONFIDENTIAL TREATMENT REQUESTED] of the receipt of the notice and obtains Apple’s prior written consent to proceed with the modification.

 

5.	Quality and Safety Requirements

5.1. Requirements and Qualifications . Supplier will comply with the quality, safety and regulatory requirements as set forth in the document(s), if any, referenced in the Apple Requirements Document and as set forth in the applicable SOW, or in the absence of such requirements, with good commercial practice and applicable law.

5.2. Testing Requirements . Supplier will test the Development Deliverables and the Goods in accordance with the testing requirements set forth in the document(s), if any, referenced in the Apple Requirements Document and as set forth in the applicable SOW, or in the absence of such testing requirements, in a manner sufficient to confirm conformance with all applicable Specifications. Upon

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

Apple’s request, Supplier will provide and ship Development Deliverables and Goods to Apple to be used for testing.

5.3. Environmental Compliance . Supplier will, with respect to the provision of Development Deliverables and Goods, and all related processes and materials used in connection therewith, including packaging, comply with: (i) all applicable laws and regulations governing the use, declaration, preparation and marketing of hazardous substances and energy consumption efficiency; and (ii) any requirements with respect to the same set forth in the document(s), if any, referenced in the Apple Requirements Document and in the applicable SOW.

5.4. Failures and Safety Risks .

(a) Generally . Supplier must notify Apple immediately if it has reason to believe that the Goods provided under this Agreement may (i) produce an Excessive Failure; (ii) produce an Environmental Compliance Failure; or (iii) present a Safety Risk.

(b) Remedies . If there is an Excessive Failure, an Environmental Compliance Failure, or the Goods present a Safety Risk, [CONFIDENTIAL TREATMENT REQUESTED] (i) reimburse Authorized Purchasers for [CONFIDENTIAL TREATMENT REQUESTED] (ii) if [CONFIDENTIAL TREATMENT REQUESTED] affected Goods; and (iii) [CONFIDENTIAL TREATMENT REQUESTED], promptly provide [CONFIDENTIAL TREATMENT REQUESTED]. For Multiple-Cause Excessive Failures, these remedies will apply only to [CONFIDENTIAL TREATMENT REQUESTED]. For Single-Cause Excessive Failures, these remedies will apply to [CONFIDENTIAL TREATMENT REQUESTED].

(c) Exceptions . Supplier will not be liable under this Section 5.4 for an Excessive Failure or a Safety Risk to the extent (i) [CONFIDENTIAL TREATMENT REQUESTED] the Excessive Failure or the Safety Risk; or (ii) the Goods were [CONFIDENTIAL TREATMENT REQUESTED] to the Authorized Purchaser. [CONFIDENTIAL TREATMENT REQUESTED].

(d) Tracking . Supplier must track the date Goods are produced and make such information available to Apple upon Apple’s request during the term of this Agreement and for [CONFIDENTIAL TREATMENT REQUESTED] after the Goods are delivered.

5.5. Costs . Except for amounts due pursuant to a Purchase Order or SOW, Authorized Purchasers will not be responsible for any costs in connection with Supplier’s obligations in this Section 5.

 

6.	Resource Requirements

6.1. Human Resources

(a) Management . Supplier is solely responsible for managing Supplier Personnel, including hiring, firing, where and when Supplier Personnel perform their work, work assignments, practices, policies and procedures, and compliance with all applicable laws and regulations.

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

(b) Apple Premises . Upon Apple’s request, Supplier will provide Supplier Personnel [CONFIDENTIAL TREATMENT REQUESTED]. Such Supplier personnel may be required to sign a written agreement with Apple acknowledging and agreeing to comply with Apple’s security and confidentiality requirements. Apple reserves the right to prohibit specific Supplier Personnel from entering Apple’s premises at Apple’s sole discretion.

(c) Written Agreements . Supplier represents that Supplier has written agreements in place with each Supplier Personnel sufficient to enable Supplier to comply with all provisions of this Agreement.

(d) Costs . Except for amounts due pursuant to a Purchase Order or SOW, Authorized Purchasers will not be responsible for any costs associated with Supplier Personnel.

6.2. Equipment

(a) Supplier will secure all Equipment necessary to provide the Development Deliverables and the Goods, including the Equipment specified in the applicable SOW and the document(s), if any, referenced in the Apple Requirements Document. Supplier will purchase, lease or borrow the Equipment in a timely manner to ensure that the Equipment is delivered in time to meet the requirements of the Project Schedule, the then current Forecast, or any Purchase Order, as applicable.

(b) Upon Apple’s and Supplier’s mutual agreement, Supplier will obtain certain items of Equipment from Apple or purchase or lease Equipment on Apple’s behalf (collectively, “ Apple Equipment ”).

(c) As applicable, Supplier will place purchase orders for or lease the Apple Equipment only upon prior written approval by Apple with respect to the specifications and price of each item of Apple Equipment. Upon request, Supplier will provide Apple [CONFIDENTIAL TREATMENT REQUESTED] for each item.

(d) Supplier will hold the Apple Equipment as a bailee only and will not permit any lien or other encumbrance to be placed against it when in Supplier’s care, custody and control. Apple owns all Apple Equipment obtained from Apple. With respect to Apple Equipment purchased on Apple’s behalf, Supplier agrees that title to such Apple Equipment will transfer to Apple upon payment for the Apple Equipment by Apple. Supplier will execute any documents necessary to document or perfect Apple’s ownership of the Apple Equipment. With respect to Apple Equipment leased on Apple’s behalf, Supplier will assign Supplier’s rights and obligations under the lease to Apple upon Apple’s request.

(e) Supplier will apply Apple asset tags provided by Apple to all Apple Equipment in accordance with the requirements set forth in the documents, if any, referenced in the Apple Requirements Document. Under no circumstances will Supplier move Apple Equipment from the location designated by Apple, without Apple’s prior written consent, or deny Apple, its agents or contractors access to the Equipment.

(f) Immediately upon Apple’s request or termination of this Agreement, Supplier will deliver the Apple Equipment [CONFIDENTIAL TREATMENT REQUESTED] provided Apple has paid for any

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

Apple Equipment purchased or leased by Supplier on Apple’s behalf. Supplier agrees to return the Apple Equipment to Apple in the same condition as it was provided to Supplier, except for normal wear and tear. Supplier will be responsible for physical loss of or damage to the Apple Equipment while in the possession or control of Supplier.

(g) Supplier agrees to use Apple Equipment and any other Equipment specifically designed to manufacture or test Goods that are unique to Apple (“ Custom Equipment ”) solely for Apple’s benefit. Supplier will not use Apple Equipment or Custom Equipment for any other purpose or permit a third party to use the Apple Equipment or Customer Equipment except as set forth in this Agreement.

(h) The Apple Equipment provided by Apple is provided to Supplier “as is” and Apple disclaims all warranties, express or implied, including the implied warranties of merchantability and fitness for a particular purpose.

(i) Supplier is solely responsible for installing, testing, and maintaining the Equipment in its control in good working condition in compliance with applicable manufacturing specifications, for purchasing and maintaining spare parts to repair such Equipment with a minimum of downtime, and for any risk of loss in connection with the Equipment.

(j) Apple reserves the right to inspect any Apple Equipment in Supplier’s control at any time, provided it gives Supplier at least 24 hours advance notice.

(k) Except for amounts due pursuant to a Purchase Order or SOW, Authorized Purchasers will not be responsible for any costs associated with the Equipment.

6.3. Materials

(a) Procurement . Supplier will secure all materials in accordance with applicable Specifications to provide the Development Deliverables and Goods necessary to meet the requirements of the Project Schedule, the then current Forecast and Purchase Orders.

(b) [CONFIDENTIAL TREATMENT REQUESTED]. Upon Apple’s request, Supplier will [CONFIDENTIAL TREATMENT REQUESTED] set forth in the applicable SOW and document(s), if any, referenced in the Apple Requirements Document, or in the absence of such requirements, will provide Apple (i) [CONFIDENTIAL TREATMENT REQUESTED] reports by part number specifying [CONFIDENTIAL TREATMENT REQUESTED] for the immediately following [CONFIDENTIAL TREATMENT REQUESTED] period; (ii) [CONFIDENTIAL TREATMENT REQUESTED] Purchase Orders for materials required for at least [CONFIDENTIAL TREATMENT REQUESTED] period; and (iii) [CONFIDENTIAL TREATMENT REQUESTED] receipt logs of any such materials.

(c) Bill of Materials . Before placing orders for or purchasing any materials for use in Goods that are comprised of multiple components, Supplier will provide Apple, for Apple’s review and approval, a complete BOM for such Goods, as applicable, listing the supplier(s), part number(s), lead time(s), and cost(s) of each material therein, as applicable.

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

(d) Costs . Except for amounts due pursuant to a Letter of Authorization, the applicable SOW or Purchase Order, Apple will not be responsible for any costs associated with the materials, including any financing charges.

 

7.	Documentation, Reports and Reviews

7.1. Documentation . Supplier will, at Supplier’s expense, provide Documentation in English for the Development Deliverables and the Goods upon request by Apple, including the Documentation identified in the applicable SOW and the document(s), if any, referenced in the Apple Requirements Document, in the format and frequency set forth therein.

7.2. Reports . Supplier will, at Supplier’s expense, provide Apple (i) reports requested by Apple, including reports regarding the Development Deliverables, Goods, Purchase Orders, Hubs, and Defective Goods; and (ii) the reports described in the document(s), if any, referenced in the Apple Requirements Document, in the format and frequency set forth therein.

7.3. Audits . During the term of this Agreement and for [CONFIDENTIAL TREATMENT REQUESTED], Apple may, at any time during Business Days, [CONFIDENTIAL TREATMENT REQUESTED] to verify that Supplier and Supplier Affiliates have complied with their obligations under this Agreement. Supplier will provide Apple any information and documentation Apple may reasonably request in connection with such inspection and audit regarding the Goods ordered or purchased by any Authorized Purchasers. Supplier will provide such information and documentation in the format requested. Supplier agrees to maintain all records, contracts and accounts relating to such Development Deliverables and Goods, or otherwise related to this Agreement, during the term of this Agreement and for [CONFIDENTIAL TREATMENT REQUESTED]. Supplier will ensure that Supplier Personnel who are knowledgeable of the relevant records and business practices are available to facilitate any audit, and that any information or materials requested in preparation for or during such audit are provided to Apple without delay. Supplier will [CONFIDENTIAL TREATMENT REQUESTED] the audit is completed for [CONFIDENTIAL TREATMENT REQUESTED] by Authorized Purchasers [CONFIDENTIAL TREATMENT REQUESTED]. Supplier will be responsible for [CONFIDENTIAL TREATMENT REQUESTED] if the audit reveals [CONFIDENTIAL TREATMENT REQUESTED] by Authorized Purchasers during the period of time subject to the audit.

7.4. Inspections . Upon reasonable advance notice, Supplier will allow Apple, during Business Days to visit Supplier’s facilities used in connection with the provision of the Development Deliverables or Goods to ensure compliance with the terms and conditions of this Agreement, including inspection of Development Deliverables in progress or completed, Goods in progress or completed, and development and manufacturing processes. Supplier will ensure that Supplier Personnel who are knowledgeable of the relevant facilities attend such inspections.

7.5. Disclaimer . Any reports provided or audits or inspections performed in accordance with this Section 7 will not relieve Supplier of any of its obligations under this Agreement.

7.6. Costs . Except for amounts due pursuant to a Purchase Order or SOW, Authorized Purchasers will not be responsible for any costs in connection with Supplier’s obligations in this Section 7.

 

[CONFIDENTIAL TREATMENT REQUESTED] INDICATES MATERIAL THAT HAS BEEN OMITTED AND FOR WHICH CONFIDENTIAL TREATMENT HAS BEEN REQUESTED. ALL SUCH OMITTED MATERIAL HAS BEEN FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 406 PROMULGATED UNDER THE SECURITIES ACT OF 1933, AS AMENDED.

 

Apple-M-FLEX

Master Development and Supply Agreement

#C56-06-00844

 

8.	Purchase and Payment Terms

8.1. Purchase Orders .

(a) Orders . An Authorized Purchaser will have no obligation to purchase or pay for any Development Deliverables, Goods, or related services except pursuant to a Purchase Order issued by that Authorized Purchaser and accepted in accordance with the terms of this Agreement.

(b) Acceptance . Supplier’s acknowledgment of an order, delivery of Development Deliverables and/or Goods or performance of services will constitute acceptance of a Purchase Order.

(c) Terms . All Purchase Orders placed during the term of this Agreement will be subject to and governed by the terms and conditions of this Agreement, regardless of whether they reference this Agreement or whether the parties have executed an SOW specific to the Development Deliverables or Goods ordered, unless there is another signed, written agreement in place between the parties with respect to the Development Deliverables, Goods, or related services being purchased. Subject to the terms of Section 16.17 below, any different or additional terms or conditions in any proposal, acknowledgment form or any other document will be of no force or effect and will not become part of the agreement between the parties.

8.2. Invoices

(a) Terms . Supplier will invoice Authorized Purchasers for any amounts