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Amended And Restated Supply Agreement

Supply Agreement

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 This Supply Agreement involves

JOHNSONDIVERSEY, INC | S C JOHNSON SON, INC

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Title: AMENDED AND RESTATED SUPPLY AGREEMENT
Governing Law: Wisconsin     Date: 3/18/2010

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Exhibit 10.32

CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

AMENDED AND RESTATED SUPPLY AGREEMENT

BETWEEN

JOHNSONDIVERSEY, INC.

AND

S. C. JOHNSON & SON, INC.

(S. C. JOHNSON & SON, INC. AS MANUFACTURER)

 

 


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

TABLE OF CONTENTS

 

 

  

 

  

Page

1.

  

SALE OF GOODS

  

1

2.

  

PRODUCT SPECIFICATIONS

  

2

3.

  

ORDER AND TRADE TERMS

  

3

4.

  

FACILITY INSPECTION AND STORAGE

  

4

5.

  

PRICE AND PAYMENT

  

4

6.

  

PRINTED MATERIAL

  

9

7.

  

MANUFACTURER WARRANTIES

  

10

8.

  

INSPECTION

  

11

9.

  

REJECTION OF PRODUCTS

  

11

10.

  

TERM

  

11

11.

  

EARLY TERMINATION

  

11

12.

  

OBSOLESCENCE

  

12

13.

  

EXCLUSIVITY

  

13

14.

  

INDEMNIFICATION; LIMITATION OF REMEDIES

  

14

15.

  

INSURANCE

  

15

16.

  

SALES TO SUBSIDIARIES

  

15

17.

  

FORCE MAJEURE

  

15

18.

  

CONFIDENTIALITY

  

16

19.

  

RELATIONSHIP OF PARTIES

  

17

20.

  

BOOKS AND RECORDS

  

17

21.

  

AMENDMENT AND WAIVER

  

17

22.

  

DISPUTE RESOLUTION

  

18

23.

  

NOTICE

  

19

24.

  

ASSIGNMENT

  

20

25.

  

NO STRICT CONSTRUCTION

  

20

26.

  

ENTIRE AGREEMENT

  

20

27.

  

GOVERNING LAW

  

20

28.

  

INTERPRETATION

  

20

29.

  

SURVIVAL

  

21


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

AMENDED AND RESTATED SUPPLY AGREEMENT

This AMENDED AND RESTATED SUPPLY AGREEMENT (this “ Agreement ”) is made effective as of November 24, 2009, by and between JohnsonDiversey, Inc. (formerly known as S.C. Johnson Commercial Markets, Inc.), a Delaware corporation (hereinafter “ JDI ”), and S. C. Johnson & Son, Inc., a Wisconsin corporation (hereinafter “ Manufacturer ” and, together with JDI, the “ Parties ”).

WHEREAS, Manufacturer and JDI are parties to that certain Supply Agreement, effective as of July 3, 1999 (the “ Pre-existing Supply Agreement ”) which sets forth the terms, pricing and manufacturing specifications by which Manufacturer was to produce and supply JDI with certain products as provided therein;

WHEREAS, Manufacturer and JDI were parties to that certain Agreement, dated as of May 3, 2002 (as amended, the “ Pre-existing BLA ”) pursuant to which Manufacturer licensed certain intellectual property rights to JDI;

WHEREAS, Manufacturer and JDI have conducted a comprehensive review of the Pre-existing BLA and the related financial arrangements between the Parties with respect to the subject matter therein and herein; and

WHEREAS, in light of the conclusions of such review, the Parties have agreed to amend and restate the Pre-existing BLA in its entirety as set forth in that certain Amended and Restated Agreement, dated as of the date hereof (the “ New BLA ”) and, in connection therewith, desire to amend and restate the Pre-existing Supply Agreement as set forth herein to provide for certain manufacturing, financial, logistical and other arrangements between the Parties both with respect to finished LICENSED PRODUCTS (as defined in the New BLA) (“ Finished Licensed Products ”) to be manufactured by Manufacturer pursuant to the New BLA and intermediates of such Finished Licensed Products (the “ Intermediate Licensed Products ” and together with the Finished Licensed Products, the “ Licensed Products ”) and other products such as products under a JDI Brand, intermediates of such other products and raw materials (the “ Non-Licensed Products ”).

NOW THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration the receipt and sufficiency of which are hereby acknowledged, the Parties hereto agree as follows:

 

1.

SALE OF GOODS .

 

 

(a)

Commencing as of the date hereof, and subject to the terms and conditions of this Agreement, Manufacturer shall manufacture, package and sell to JDI and JDI will purchase from Manufacturer (x) its requirements for the Licensed Products listed by territory in Exhibit A-1 and (y) the Non-Licensed Products listed by territory in Exhibit A-2 (collectively, the “ Products ”). Exhibits A-1 and, to the extent mutually agreed A-2 , as applicable, shall automatically be updated to reflect (i) any modifications or improvements made in the ordinary course of


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

Manufacturer’s business to any Licensed Products, (ii) any other products required to be offered to JDI pursuant to the requirements of the New BLA and (iii) to reflect any additional products to be supplied to JDI hereunder or any modifications or improvements to any Non-Licensed Products as mutually agreed by the Parties. It is understood and agreed that the Parties (and/or their controlled subsidiaries) shall negotiate and execute agreements substantially similar to this Agreement to provide JDI and its affiliates a supply of products outside of the United States and Canada similar to the Products available under this Agreement (the “ Similar Supply Agreements ”), as required by the terms and requirements of the New BLA.

 

 

(b)

Subject to any limitations under the New BLA, JDI shall be permitted to (i) discontinue its marketing and/or sales efforts and remove any Product set forth on Exhibit A at any time for any reason upon 6 months’ prior written notice to Manufacturer and (ii) at any time within 90 days after receipt of the notice described in Section 2(b) and upon 90 days’ prior written notice, remove from Exhibit A any Product that has been modified or reformulated pursuant to Section 2(b) . Licensed Products shall be automatically removed from Exhibit A at any time that JDI is not licensed to sell such Licensed Product pursuant to the terms of the New BLA.

 

 

(c)

In the event of a conflict between this Agreement and the New BLA, the New BLA shall control.

 

2.

PRODUCT SPECIFICATIONS .

 

 

(a)

Product specifications and Product packaging specifications are set forth in the Bluebooks for each Product or otherwise agreed in writing (the “ Bluebooks ”), which are incorporated by reference. With respect to Licensed Products, Manufacturer shall disclose to JDI only those limited portions of the Bluebooks as are necessary to comply with the requirements of this Agreement and to allow JDI to comply with applicable legal requirements ( e.g. , product labeling, MSDS sheet production, etc.).

 

 

(b)

Manufacturer reserves the right, upon reasonable advanced notice to JDI, to unilaterally modify or otherwise reformulate the specifications set forth in the Bluebooks (or other ancillary writing containing Product specifications, as applicable) with respect to any of the Licensed Products; provided , however , that Manufacturer shall not change any Product artwork or labeling unless necessary to comply with local law as advised by JDI. Manufacturer shall not change any Non-Licensed Product without JDI’s prior written consent.

 

 

(c)

All raw materials and packaging components shall be purchased by Manufacturer, who reserves the right to determine the suppliers thereof, the specifications therefor and quality thereof.

 

2


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

(d)

The Manufacturer, subject to the provisions of this Agreement, shall manufacture, blend, fill or package the Products in conformance with the Bluebooks. Each individual package of the Products shall be batch marked by the Manufacturer in accordance with the system used by Manufacturer; provided , that with respect to FOLLOW PRODUCTS (as defined in the New BLA) and Non-Licensed Products, Manufacturer shall make commercially reasonable efforts to accommodate any batch marking requirements sought by JDI so long as such as effort is at no material cost to Manufacturer.

 

3.

ORDER AND TRADE TERMS .

 

 

(a)

All purchases of Products shall be made against a non-binding annual estimated purchase order (broken down by Product and by target delivery date) to be submitted by JDI at least sixty days prior to the start of the applicable Year (as defined below) (the “ Purchase Order ”). During the course of the Year, JDI will have the opportunity to submit additional Purchase Orders for Products that are added to this Agreement; provided , however , that Manufacturer will use its reasonable best efforts to comply with the request stated in such additional Purchase Orders. Manufacturer may, upon notice to and with the consent of JDI (such consent not to be unreasonably withheld or delayed), reduce the volumes for one or more Products on the Purchase Order prior to the start of the applicable Year; provided , however , JDI shall consent to such Manufacturer request if the amount of applicable Product requested on the Purchase Order either is more than 15% higher than the amount requested by JDI in the prior Year or exceeds Manufacturer’s available capacity as previously disclosed to JDI, in which case Manufacturer must supply the applicable Product up to the 15% increase in volume over the prior Year or to Manufacturer’s previously disclosed capacity, as the case may be. Portions of the Purchase Order become a binding contract on both Parties upon JDI’s issuance of a written release for production of the quantities of Product to be delivered during any applicable fiscal week. If JDI’s release for production of Product is materially greater than the quantities contained in the Purchase Order provided to Manufacturer (as updated pursuant to Section 3(e) ), Manufacturer shall only be bound by that portion of the Purchase Order (as updated pursuant to Section 3(e) ) that is within the forecasted amount; provided , however , that Manufacturer shall use reasonable efforts to supply the total amount in the written release.

 

 

(b)

The Manufacturer shall deliver the finished goods on JDI’s target delivery date plus or minus one week and shall deliver the intermediate goods on JDI’s target delivery date as set forth in the applicable release for production unless otherwise requested by JDI; provided , however, JDI shall allow the Manufacturer the minimum production lead times (not less than one week) or such other lesser lead time as may be mutually agreed, and provided releases for production that are not in excess of the forecast quantity for which a written release has been issued by JDI. JDI shall take delivery of Products within twenty-four (24) hours after notice from Manufacturer that Products are available.

 

3


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

(c)

Licensed Products shall be shipped “F.O.B. JDI’s plant or warehouse as specified by JDI”. Non-Licensed Products shall be shipped “F.O.B. JDI’s warehouse or production facility in Sturtevant, WI, as specified by JDI”. The mode and expense of transportation, including shipping, handling, and freight, shall be determined by JDI. Upon request from JDI, Manufacturer will drop ship one or more products to another location on a fee-per-order basis agreed to by the Parties.

 

 

(d)

Manufacturer shall not begin production of any ordered Product until a release for production has been issued pursuant to subsection (a) of this Section. JDI shall have the right to reduce, delay delivery or cancel any outstanding release for production at any time; provided , however , that any such reduction, delay or cancellation may be treated by the Manufacturer as obsolesced goods under Section 12 .

 

 

(e)

JDI shall provide Manufacturer with written estimates of its 12-month and 8-week rolling needs of Products. Except as provided in Section 12(b) , such estimates shall be non-binding.

 

4.

FACILITY INSPECTION AND STORAGE . JDI shall have the right to inspect those limited portions of the Manufacturer’s production facilities producing the Products; provided , however , such inspections shall be during normal working hours, JDI shall provide Manufacturer with reasonable advance notice that it desires an inspection, JDI personnel shall be accompanied at all times by a duly authorized representative of Manufacturer, and JDI personnel shall comply with all Manufacturer facility rules during such inspection. Except as otherwise set forth in this Agreement, Manufacturer shall, at its sole expense, provide adequate and proper storage facilities for the Products whether finished or in the course of blending, filling or packaging and all raw materials for said Products to the extent those Products and materials are the subject of releases for production submitted by JDI and the delivery date for such Products has not passed. JDI shall have the right to reasonable inspection of Manufacturer’s storage facilities and shall advise Manufacturer as to any reasonable special methods of storage for the Products or raw materials. If Manufacturer’s storage capacity or facilities are insufficient or inadequate, JDI will so notify the Manufacturer and the Manufacturer shall arrange for such reasonable suitable substitute storage.

 

5.

PRICE AND PAYMENT .

 

 

(a)

The Parties hereto acknowledge and agree that, after taking into account the royalty payments provided for in Section 12 of the New BLA paid in respect of Licensed Products, their intent is for the aggregate transfer price paid by JDI for

 

4


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

Licensed Products pursuant to this Agreement and pursuant to any applicable Similar Supply Agreement (the “ Total Transfer Price ”) from Manufacturer for further distribution and sale in accordance with the New BLA shall be set by the Parties such that, applying the mutually agreed upon allocations, assumptions and calculations as set forth herein, JDI shall achieve a gross profit margin (“ GPM ”) in the relevant Year of 38% for its aggregate sales of Licensed Products pursuant to this Agreement and any Similar Supply Agreement, subject to incentive increases as provided below; provided , that if the Total Transfer Price in the relevant Year would be less than the sum of (x) Manufacturer’s Cost (as defined below, and including all approved allocations) for all Finished Licensed Products multiplied by [***], plus (y) Manufacturer’s Cost (including all approved allocations) for all Intermediate Licensed Products multiplied by [***] (in each of clauses (x) and (y), for Licensed Products under this Agreement and any Similar Supply Agreement) (such sum, the “ Minimum Manufacturer Revenue ”), then the proviso at the end of Section 5(f) below shall apply. The Parties recognize that JDI shall have the right to set its prices to its customers. The transfer pricing for the Products may be adjusted on a quarterly basis to reflect JDI’s sales volumes and JDI’s reasonable expectation that it will or will not be entitled to any incentive adjustment payable pursuant to Section 5(b) . For purposes of this Agreement, the GPM shall be calculated as set forth on Exhibit B hereto and shall otherwise be subject to the limitations set forth therein. For purposes of this Agreement, “Manufacturer’s Cost” shall have the meaning set forth on Exhibit C hereto; provided , that the methodology used to set the rates and allocations for shared overhead expenses will be reasonable and consistent with that used for the calculation of the Manufacturer’s Cost referenced in Section 7(g) .

 

 

(b)

The Parties wish to incentivize strong revenue growth from the distribution and sale of Licensed Products by JDI in accordance with the New BLA (solely with respect to those Licensed Products supplied under this Agreement and the Similar Supply Agreements, the “ Business ”) and therefore agree to the following GPM incentives for JDI upon achievement of the corresponding growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) for the Business (where each “Year” shall mean a consecutive 12 month period, with the first “Year” commencing on the date hereof or as mutually agreed by the Parties):

 

 

(i)

Year 1 : [***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) of [***] up to and including [***] percentage points and

[***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) greater than [***] percentage points.

 

*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***.

5


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

(ii)

Year 2 : [***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) of [***] up to and including [***] percentage points and

[***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) greater than [***] percentage points.

 

 

(iii)

Year 3 : [***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) of [***] up to and including [***] percentage points and

[***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) greater than [***] percentage points.

 

 

(iv)

Year 4 and thereafter : [***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) of [***] up to and including [***] percentage points and

[***] percentage points of GPM for annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) (as compared to the immediately preceding Year) greater than [***] percentage points.

For example, if the annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) in Year 1 is at or exceeds [***] percentage points (but is less than or equal to [***] percentage points), JDI would be entitled to pricing adjustments that would result in a GPM to JDI of [***].

The calculation of annual NET SALES growth rate in the INDUSTRIAL CHANNELS OF TRADE in accordance herewith shall not take into account for all or any portion of each relevant Year any LICENSED PRODUCTS that have not been made available to JDI and its sublicensees in the INDUSTRIAL

 

*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***.

6


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

CHANNELS OF TRADE continuously throughout each such Year and the immediately preceding Year (with respect to which NET SALES are being compared) because SCJ sold such LICENSED PRODUCT to a THIRD PARTY (each such capitalized term as defined in the New BLA).

 

 

(c)

Notwithstanding the foregoing, the overall GPM achievable by JDI in any given Year shall not, following application of Section 5(f) below, exceed [***].

 

 

(d)

JDI shall provide Manufacturer with a written quarterly estimate of the Business over the last quarter and its projected growth rate (if any) for the then current Year.

 

 

(e)

By the end of the 60th day following the end of each Year, (i) JDI shall present its financial results for such Year to the financial officers designated by Manufacturer, (ii) Manufacturer shall present its calculation of Manufacturer’s Cost, Minimum Manufacturer Revenue and Total Transfer Price to the financial officers designated by JDI and (iii) such financial officers designated by JDI and Manufacturer shall together calculate and agree upon the applicable annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) for the Business during the preceding Year, JDI’s achieved GPM from such results (as calculated in accordance with Exhibit B hereto), the Total Transfer Price, if applicable the Manufacturer’s Cost and Minimum Manufacturer Revenue, and the amount of any payment to be made pursuant to Section 5(f) . The results communicated will be strictly limited to information required to calculate and agree upon the applicable annual NET SALES (as defined in the New BLA) growth rate, GPM, Total Transfer Price, Manufacturer’s Cost and the Minimum Manufacturer Revenue, in accordance with this Section 5(e) .

 

 

(f)

If, following the determination of the applicable annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) for the Business and JDI’s achieved GPM in the relevant Year in accordance with Section 5(e) above, and after application of any incentive adjustment prescribed by Section 5(b) above (as applicable, and subject to Section 5(c) ):

 

 

(i)

JDI has obtained a GPM of less than 38% (as increased by the application of any applicable incentive adjustment to which JDI is entitled for the relevant Year pursuant to Section 5(b) above) in the relevant Year, Manufacturer shall make a lump sum payment (which shall be treated as a price reduction for the Products purchased hereunder) to JDI in an amount necessary to provide JDI for the relevant Year with a GPM of 38% (subject to increase due to the application of any applicable incentive adjustment to which JDI is entitled for the relevant Year pursuant to Section 5(b) above); or

 

*** CONFIDENTIAL MATERIAL REDACTED AND SEPARATELY FILED WITH THE COMMISSION ***.

7


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

(ii)

JDI has obtained a GPM of greater than 38% (as increased by the application of any applicable incentive adjustment to which JDI is entitled for the relevant Year pursuant to Section 5(b) above) in the relevant Year, JDI shall make a lump sum payment (which shall be treated as a price increase for the Products purchased hereunder) to Manufacturer in an amount equal to the amount which, after giving effect to such payment, will cause JDI’s GPM for the relevant Year to equal 38% (subject to increase due to the application of any applicable incentive adjustment to which JDI is entitled for the relevant Year pursuant to Section 5(b) above);

provided , that (notwithstanding clauses (i) and (ii) of this Section 5(f) ) if the Total Transfer Price in the relevant Year is less than the Minimum Manufacturer Revenue in such Year after giving effect to any payment described in clauses (i) and (ii) of this Section 5(f) , then the relevant Party shall make a lump sum payment to the other Party (which shall be treated as a price increase or price reduction for the Products purchased under this Agreement, as applicable) such that the Total Transfer Price paid by JDI in the relevant Year equals the Minimum Manufacturer Revenue for such Year.

Any payment to be made under this Section 5(f) shall be made within 30 days of such determination, by wire transfer of immediately available funds to the account or accounts specified by the Party to whom payment is owed, unless otherwise agreed to by the Parties. Neither Party shall have an obligation to pay any portion of the lump sum payments under this Section 5(f) to any of their own affiliates.

 

 

(g)

By the end of the 30th day following the determination of the applicable annual NET SALES (as defined in the New BLA) growth rate in the INDUSTRIAL CHANNELS OF TRADE (as defined in the New BLA) for the Business and JDI’s achieved GPM as set forth in Section 5(e) above, and in accordance with the intent of the Parties expressed in Section 5(a) above, the Parties agree to adjust the applicable transfer prices such that, applying the mutually agreed upon allocations, assumptions and calculations as set forth herein, JDI is projected to achieve a GPM of 38% for the then current Year.

 

 

(h)

Either Party shall have the right to request an independent audit by a nationally recognized public accounting firm of the financial results presented by the other Party (including calculations of Manufacturer’s Cost and Minimum Manufacturer Revenue) and in the event that the Parties are unable to mutually agree on the applicable GPM. The cost of such audit shall be shared equally between the Parties.

 

8


CONFIDENTIAL TREATMENT REQUESTED BY DIVERSEY, INC. – CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN REDACTED AND HAVE BEEN SEPARATELY FILED WITH THE COMMISSION.

 

 

(i)

Notwithstanding the foregoing, as of the date hereof, the Parties have agreed to the initial transfer prices for the Licensed Products as set forth on Schedule 5(i) hereto, which prices shall remain in effect for the current Year until adjusted as set forth herein.

 

 

(j)

Following the execution of Similar Supply Agreements, the Parties will combine the results of the application of Sections&nb


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