MASTER SUPPLY AGREEMENT

Exhibit 10.1

Agreement No.                                  

MASTER SUPPLY AGREEMENT

This Master Supply Agreement, including exhibits and Award Letters, (“Agreement”) is made on and as of the 1st day of May, 2007 (the “Effective Date”) by and between Sun Microsystems, Inc. , a Delaware corporation, with offices at 4150 Network Circle, Santa Clara CA 95054, and Sun Microsystems International B.V. , a Netherlands corporation, with offices at Computertweg 1, 3821 AA Amersfoort, the Netherlands (hereinafter collectively “Sun”) and Mitac International Corporation , a Taiwanese corporation, with offices at No. 200, Wen Hua 2 ^nd Road, Kuei San Hsiang, Taoyuan, R.O.C., and Synnex Corporation , a Delaware corporation, with offices at 44201 Nobel Drive, Fremont, California 94538 (hereinafter “Supplier”).

WHEREAS, Supplier is a seller of certain component parts, materials or finished goods;

WHEREAS, Sun is a manufacturer of computing devices and platforms that incorporate such component parts, materials and finished products; and

WHEREAS, Sun and Supplier desire to establish and agree upon a set of terms and conditions that will apply to the purchase of Supplier’s products by Sun.

NOW, THEREFORE, in consideration of the mutual promises and undertakings of the parties hereto, the parties agree as follows:

1. DEFINITIONS

Solely for purposes of this Agreement, the following terms shall have the meanings set forth hereinafter:

1.1 Affiliated Company means, in relation to either party, any entity: (a) which is owned 50% or more by that party; or (b) over which that party exercises management control; or (c) which is under common control with that party; or (d) which owns 50% or more of that party.

1.2 Award Letter means the document(s) that is entered into by Sun and Supplier from time to time for the development, manufacture, supply or support of specific Products pursuant to the terms and conditions of this Agreement.

1.3 Blanket Purchase Order means Sun’s Blanket Purchase Order for Product. Blanket Purchase Orders will include the mutually agreed price and quantities for the stated time period. Sun may provide a Blanket Purchase Order in the form of hard copy, by facsimile, or by electronic transfer if there is electronic data exchange (“EDE”) terms in place between Sun and Supplier. The EDE terms are set forth in the Electronic Data Exchange Exhibit .

1.4 Confidential Information means any information disclosed by one party to another under the Agreement which is, prior to or at the time of disclosure, identified in writing as confidential or proprietary or transmitted electronically or verbally and is of a nature in which a reasonable person would infer that the disclosing party would not want it to be made public (i.e. All business and technical information). In the case Confidential Information is conveyed through electronic or verbal means, a written statement will be sent within 10 days stating that the information conveyed was of a confidential nature. Demand Horizon Report means a snapshot of Sun’s backlog published for use by the Supplier to manage the transition from weekly forecasts in the Supplier co-planning process to one or more daily Blanket Purchase Order Releases.

1.5 Demand Replenishment Program means Supplier’s service-level commitment for the delivery of Product as described in the Demand Replenishment Exhibit .

1.6 Delivery Lead-time (LT) means the number of days, or fraction thereof, from placement of a Purchase Order or Demand Trigger to the time of delivery to the specified delivery location. Delivery Lead-times will be set forth in the Award Letter.

1.7 Derivative Matter means any work, new material, information or data which is based in whole or in part upon the Supplier Technical Information (including, without limitation, any and all Sun products) and any intellectual property rights associated therewith, including any derivative work, improvement, extension, revision, modification, translation, abridgment, condensation, expansion, collection, compilation, error correction, or any other form in which the Supplier Technical Information may be recast, transformed or adapted, including any changes thereto and that contains any portion of the Supplier Technical Information.

1.8 Forecast has++ the meaning set forth in Article 5.1 .

1.9 General Knowledge means ideas, concepts, know-how or techniques related to Supplier’s Confidential Information that are retained in the unaided memories of Sun’s employees who have had access to Supplier’s Confidential Information consistent with the terms of this Agreement.

1.10 Intellectual Property Rights means worldwide common law and statutory rights associated with (i) patents and patent applications; (ii) works of authorship, including mask work rights, copyrights, copyright applications, copyright registrations and “moral” rights; (iii) the protection of trade and industrial secrets and confidential information; (iv) other proprietary rights relating to intangible intellectual property (specifically excluding trademarks, tradenames and service marks); (v) analogous rights to those set forth above; and (vi) divisions, continuations, renewals, reissuances and extensions of the foregoing (as applicable) now existing or hereafter filed, issued or acquired.

1.11 Intervening Event means a Sun-initiated reduction in demand against the Sun Forecast, such as an order cancellation, product change or hold or forecast reduction, caused by Sun and not as a result of Supplier’s non-conformance with this Agreement.

1.12 Notice means the giving of notice in the manner described in Article 28.6 below.

1.13 Obsolete Materials means SUTCs (defined below) which: (a) are in Supplier’s inventory and ordered consistent with Sun’s Forecast and agreed-upon SUTC Lead-times; (b) are subject to an Intervening Event and exceed the quantity necessary to manufacture Sun’s remaining forecasted volume of the Product; and (c) Supplier has itemized on an Obsolete Materials Report.

1.14 Product(s) means those components and assembled goods (including associated firmware and software) described in the applicable Award Letter and Service and Support Exhibit

1.15 Purchase Order means Sun’s written or electronic purchase order that Sun may place on an as-needed basis either: (a) as a release against a Blanket Purchase Order (such Purchase Order is also known as a “Demand Trigger”); or (b) to fulfill demand not covered by a Blanket Purchase Order. A Purchase Order will indicate the price(s), part number(s), quantity(s), delivery date(s), and destination(s) of the requested Product(s).

1.16 Software means all the software and firmware described in Appendix 1 of the Software License Exhibit or in an Award Letter as the “Software,” including, without limitation, any and all Localized Versions, Documentation, Specifications, Upgrades, Updates, Error Corrections and test suites thereto provided to Sun by Supplier hereunder.

1.17 Specifications means the (a) quality specifications set forth in the Quality Specification Exhibit ; and (b) the specifications and or assembly drawings for the Products set forth in the applicable exhibit or Award Letter and as amended from time to time

1.18 Sun Contractor(s) means the party or parties authorized by Sun in writing to purchase Products from Supplier or to provide services.

1.19 Sun-Unique Turnkey Component ( “SUTC”) means a device or component assembly that: (a) is custom to Sun, used exclusively by Sun or cannot be economically reworked into industry standard materials; (b) has no utility for any other customers in the industry; and (c) is identified in the Award Letter as an SUTC.

1.20 SUTC Lead-time means the number of days or weeks set forth in the Award Letter that are required to manufacture or procure an SUTC.

1.21 “ Supplier Technology ” means those portions of the Technology owned by Supplier and/or its licensors. The definition of “Supplier Materials” in this Master Supply Agreement shall be construed to include Supplier Technology.

1.22 Supply Constraint means a materials or capacity constraint that could adversely affect Supplier’s ability to meet Sun’s Forecast and upside requirements for Products or the components thereof.

1.23 Value Engineering Change means, for any Product, an alternative technical and/or engineering solution that provides equivalent functionality at a lower cost.

2. TERM . The term of this Agreement shall commence on the Effective Date and continue for a period of three (3) years (“Initial Term”) and, unless otherwise terminated in accordance with Article 27 hereof, shall thereafter be automatically renewed for additional one (1) year periods unless either party gives written Notice of termination at least one-hundred and eighty (180) days before the anniversary of the Initial Term or of any renewal term, as applicable. Each Award Letter shall have a term commencing on the Award Letter effective date and extending until its expiration or termination by either party pursuant to Article 27 of this Agreement. If any Award Letter is in effect at the time this Agreement terminates or expires, then this Agreement shall continue in effect solely as to such Award Letter and shall remain in effect until such Award Letter is terminated or expires.

3. SCOPE OF AGREEMENT

3.1 Master Agreement Structure. The parties acknowledge that neither this Agreement nor any Award Letter or Blanket Purchase Order will constitute a commitment to purchase any particular quantity of Products. Sun shall only be committed to purchase Products and Supplier shall only be committed and authorized to ship Product to Sun when Sun has tendered a purchase order to Supplier in accordance with an Award Letter.

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3.2 Applicable Parties .

3.2.1 Affiliated Companies . This Agreement applies with respect to all of Supplier’s Affiliated Companies supplying Product to Sun. Sun and all of its Affiliated Companies may purchase Product under the terms of this Agreement. This Agreement also applies to and binds Affiliated Companies of Sun and Affiliated Companies of Supplier, which provide written notice of their acceptance of the terms of this Agreement. Submission of a purchase order referencing this Agreement and the issuance of an order acknowledgment is deemed to constitute acceptance of the terms of this Agreement.

3.2.2 Sun Contractors . Supplier agrees to sell Products to Sun Contractors and to extend to Sun Contractor(s) the same terms and conditions for the Products as set forth in this Agreement and any Award Letter(s) with respect to payment, warranty, epidemic failures, outside requirements and forecasting commitments. Supplier agrees that it will include in its agreement for the Product(s) it has with a Sun Contractor(s) a provision that: (a) the Sun Contractor may not sell Products except to Sun or parties designated by Sun in writing; and (b) Sun is an intended third party beneficiary of the agreement between the Supplier and Sun Contractor. Supplier shall have the right to determine the creditworthiness of any Sun Contractor and may reasonably temporarily suspend those terms in the event the Sun Contractor fails to demonstrate acceptable creditworthiness. All purchases made by Sun Contractors shall be added to Sun’s cumulative volume of Products purchased for the purpose of determining any applicable volume discounts. Sun shall not be liable for, or a guarantor of, payment for Products ordered by any Sun Contractor. Wherever Sun has negotiated payment terms with a third party Sun Supplier on behalf of Supplier, Supplier shall independently enter into an agreement with that other Sun Supplier to cover Supplier’s purchases of products or components made in furtherance of the obligations set forth in this Agreement. Supplier shall establish a process to ensure that the third party Sun Supplier only extends the terms negotiated by Sun to purchases that Supplier makes in furtherance of this Agreement.

4. PURCHASE RIGHTS AND DISCONTINUANCE

4.1 Purchase Rights . Supplier grants to Sun the right, for the period set forth in the applicable Award Letter, which period shall commence upon the Award Letter Effective Date , to purchase from Supplier production volume quantities of the Product under the terms and conditions of this Agreement and the applicable Award Letter.

4.2 Product Discontinuance . Supplier will provide Sun with Product during the Minimum Purchase Rights Period set forth in the Award Letter. Should Supplier thereafter discontinue a Product, Supplier shall provide Sun with eighteen (18) month’s written notice (which notice shall not be given until after the Minimum Purchase Rights Period has expired) prior to the date Supplier intends to discontinue manufacture or sale of such Product. Supplier will accept orders for Product during such eighteen-month period.

4.3 Alternative Sources of Products . This Agreement is non-exclusive and Sun shall have the right to establish alternative and additional sources of supply for the Products at any time.

5. FORECAST AND PURCHASE ORDERS

5.1 Rolling Forecast and Demand Horizon Report . Sun will provide Supplier with at least a six (6) quarter rolling non-binding forecast, updated once per week (the “Forecast”) and a Demand Horizon Report Neither Sun’s Forecast nor Demand Horizon Report constitutes a commitment to purchase a particular quantity of Products.

5.2 Blanket Purchase Order . Sun may provide Supplier with a Blanket Purchase Order for Products. Blanket Purchase Orders are not a commitment and shall not be used as a basis for Supplier’s materials resource planning.

5.3 Rescheduling . Sun may reschedule shipments of all or part of any Purchase Order, at no charge, provided that the rescheduled shipment date will in no event be later than ninety days (90) past the initial shipment date. Sun may request to reschedule the shipment date from ninety one (91) to one hundred and eighty days (180) days past the initial shipment date for an additional fee of one percent (1%) of the value of the rescheduled portion per month. If Sun provides a verbal reschedule notice, Sun will follow up such notice in writing within twenty-four (24) hours from such verbal reschedule notice. If Sun subsequently cancels a rescheduled Purchase Order, the provisions of Article 5.4 (Cancellation) will apply.

5.4 Cancellation . Sun may cancel a Purchase Order, or any part thereof, at any time prior to Supplier’s shipment of Product. Sun’s liability for any Purchase Order cancellation will be limited to payment for Obsolete Material as set forth in Article 10.2 . Cancellation by Sun of a Purchase Order will not excuse Supplier’s performance with respect to any other order.

6. FLEXIBILITY. Supplier commits to meet Sun’s upside demand for Products and capacity in the percentages set forth in the Award Letter at no additional cost to Sun and without impact to Supplier service levels or Delivery Lead-times. As requested by Sun, Supplier agrees to use commercially reasonable efforts to provide upside support in excess of the designated percentages. Upside support for a Product will commence the first calendar quarter following Sun’s general availability of the Product.

7. PRICING.

7.1 Product Pricing .

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7.1.1 Pricing Breakdown. Price(s) for the Products shall be itemized in a pricing appendix to the applicable Award Letter (each a “Pricing Appendix”) which shall include a fully-costed bill of materials, a detailed breakdown of the costs of materials mark-up, labor, and all overhead and profit for such Products. Upon Sun’s prior request, at least two (2) weeks prior to each quarterly Product Cost Review (“PCR”), or more frequently if Sun requests, Supplier shall submit an updated breakdown for the current and following five (5) quarters. Upon Sun’s prior request, at the PCR, Supplier shall provide documentation supporting this breakdown, including but not limited to, relevant subtier supplier invoices, to Sun or a mutually agreed third party auditor.

7.1.2 Material costs . Supplier represents and warrants that cost of materials for Products charged to Sun by Supplier , shall not exceed the actual average invoice cost for such materials (net of any applicable rebates and discounts received) during volume production of the Product .

7.2 Cost Reductions. Supplier will work actively to achieve cost reductions on all materials and manufacturing process costs (including costs associated with assembly and test). Supplier will provide to Sun an anticipated five (5) quarter cost reduction profile on a quarterly basis. Allocation of costs savings shall be as follows:

7.2.1 Material Cost Savings . Material cost savings developed by Supplier and accepted by Sun will be retained by the Supplier for the quarter in which Supplier achieved the cost savings, and thereafter, Supplier shall pass on to Sun the cost savings through a Product price reduction.

7.2.2 Value Engineering . If a Value Engineering Change is developed by Supplier and approved by Sun, the cost savings shall be retained by Supplier for the quarter in which the Supplier implemented the Value Engineering Change, plus one (1) succeeding quarter, and thereafter, Supplier will pass on the cost savings to Sun through a Product price reduction. If a Value Engineering Change is developed by Sun, the associated cost savings shall be passed on to Sun immediately upon implementation. If the Value Engineering Change is jointly developed by Sun and Supplier, the parties will negotiate in good faith an equitable allocation of the cost savings which shall, in all cases, pass to Sun through a Product price reduction no later than the end of the quarter following the quarter in which the Value Engineering Change was implemented. All Value Engineering Changes to the Product shall be owned by Sun.

7.2.3 Sub-tier Components . Upon the effective date of any cost reduction in a sub-tier component, Supplier shall immediately pass on to Sun one hundred percent (100%) of the cost savings on a forward looking, weighted average basis or as mutually agreed by the parties.

7.3 Price Stability . During the term hereof, Sun may issue Purchase Orders for the Product(s) at the prices set forth in the Pricing Appendix to the Award Letter. Any changes to the prices set forth in the Award Letter shall be approved in writing by the authorized representatives of both parties. Unless otherwise specified, all pricing is global and in United States Dollars.

7.4 Non-approved Charges . Unless authorized in writing by Sun and incurred due to extraordinary circumstances which are not attributable to Supplier, Sun shall not be liable to Supplier for any overtime charges, freight charges or component product price variances incurred by Supplier or its sub-tier suppliers as the result of factors including, but not limited to, component purges and stop-shipments to the extent attributable to Supplier.

7.5 Best Prices . Supplier represents and warrants that the prices charged by Supplier to Sun for each Product, and that the basis of such prices, are and shall remain at least as low and favorable as the lowest, most favorable prices for manufacture and supply of comparable Products offered by Supplier to its other customers at similar terms and conditions.

8. LEAD-TIME/DELIVERY

8.1 Demand Replenishment and Direct Customer Fulfillment. Supplier agrees to provide Sun with the services set forth in the Demand Replenishment Program described in the Demand Replenishment Exhibit . If noted on the applicable Award Letter for certain Products, Supplier will also provide the services required by the Direct Customer Fulfillment Program set forth in the Direct Customer Fulfillment Exhibit .

8.2 Extraordinary Transportation for Late Deliveries . If Supplier will not, or is not reasonably likely to, deliver Product on the applicable delivery date, Supplier shall at its own expense use any extraordinary transportation to deliver Product at the earliest possible date and Supplier shall be responsible for any and all shipping charges incurred as a result of the extraordinary transportation, provided that such late deliveries are attributable to Supplier.

8.3 Title, Risk of Loss or Damage . Not withstanding any provision of Article 10 , Supplier retains title to the products until such title is transferred pursuant to the applicable INCO terms (2000). Supplier shall be responsible for any loss or damage to Product due to Supplier’s failure to properly preserve, package, or handle the Product. Notwithstanding any prior inspection, Supplier will bear all risk of loss, damage or destruction to the Products until delivery to the specified delivery location; provided that Supplier shall not be liable for any damage to rejected Products caused by the gross negligence or willful conduct of Sun’s employees acting within the scope of their employment.

8.4 Shipping Specifications . All shipping information, including that on invoices and packing labels will list the country of origin for all Products supplied, and must be in both text and scannable bar code formats.

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9. PAYMENT TERMS/INVOICES

9.1 Payment . Payment is due within forty-five (45) days after the receipt of invoice or receipt of Product whichever is later (“Payment Due Date”) unless Sun disputes an invoice. Unless otherwise specified in the applicable Award Letter, payment shall be made in United States Dollars.

9.2 Adjustments . Invoices will be subject to adjustment by Sun for (a) errors, shortages, and/or rejected Products. Sun shall not be required to pay the disputed portion of any invoice pending resolution of that dispute; provided, however that Sun provides written notice of the dispute to Supplier prior to the Payment Due Date. Sun and Supplier agree to use their best efforts to resolve the disputed portion of the invoice within two weeks of the dispute notice, and agree upon a new payment due date for the disputed portion of the invoice. Payment of an invoice does not constitute Product acceptance.

9.3 Invoices . The information on Supplier’s invoice shall include, but not be limited to, the following (each stated separately): purchase order number, Sun part number(s), quantities, unit value and settlement currency, and freight charges, if applicable. Any terms and conditions that may be printed on or attached to Supplier’s invoice shall not be enforceable in the case they are not incorporated in this Agreement or they are inconsistent with any terms and conditions as stated in this Agreement. Invoices must be addressed to Sun’s Accounts Payable Department, P.O. Box 7550, Mountain View, CA, 94039-7550 or Accounts Payable, Finance Department, Springfield, Linlithgow, West Lothian, EH49 7LR Scotland, whichever is applicable. With respect to U.S. imports, information provided on Supplier’s invoice shall conform to the requirements specified in the U.S. Code 19 USC 1481 and Code of Federal Regulations 19 CFR 141.86.

10. SUN-UNIQUE TURNKEY COMPONENTS

10.1 Sun-Unique Turnkey Components .

10.1.1 Sun authorizes Supplier to manufacture or procure SUTCs in accordance with the SUTC Lead-time and Forecast. Any changes to the lead-times set forth in the Award Letter shall be approved in writing by the authorized representatives of both parties. However, Sun may elect, in its sole discretion, to specify a maximum amount of SUTC material. In such case, Supplier will only purchase up to that amount and immediately notify Sun in writing of any impact to Supplier’s ability to meet the Forecast and to provide upside support under Article 6 (Flexibility). Sun must pre-approve in writing all purchases of SUTCs outside the SUTC Lead-time or Forecast. Sun’s only payment obligation with respect to SUTCs that are subject to an Intervening Event will be for Obsolete Materials as set forth in Article 10.2 . For the avoidance of doubt, Supplier will be responsible for all costs of disposing of all other materials (i.e., all non-SUTC materials) that have been subject to a reduction in demand against the Forecast at no cost to Sun. Supplier acknowledges that Sun employs a replenishment driven process that is triggered by actual customer consumption and agrees to minimize Sun’s payments for Supplier inventory by effectively managing Supplier’s inventory within Sun’s Delivery Lead-times, SUTC Lead-times and Forecast.

10.1.2 Unless otherwise agreed by both parties in the Product Award Letter, Supplier acknowledges that Sun shall have no liability for any materials, components or other manufacturing materials for Products unless such materials have been identified as a SUTC in the Product Award Letter. In the event that such materials are or have been identified as a SUTC, then Sun’s maximum liability for any SUTC shall be pursuant to the terms of the Agreement.

10.1.3 Commencing on January 1, 2006 unless an earlier date is agreed to by the parties, Supplier agrees that it shall not purchase or acquire any components or materials identified as a SUTC that contain hazardous substances banned by the Environmental Regulations unless it has received Sun’s prior written consent to acquire such materials. Supplier further agrees that it shall not purchase or acquire any components or materials identified as a SUTC that contain hazardous substances banned by the Environmental Regulations that cannot be incorporated into or used in Products that will be “put on the market” by July 1, 2006 unless otherwise agreed by Sun in writing. For purposes of clarity, the term “put on the market” shall have the same meaning as defined in RoHS. Sun shall have no liability to Supplier for any SUTC that is not in compliance with this Agreement.

Sun shall have no liability for any claim relating to an SUTC that meets the conditions of this Article that has not been submitted as a claim by Supplier by October 1, 2006, provided that, if Sun has agreed in writing to acquire materials identified as SUTC that contain hazardous substances banned by the Environmental Regulations pursuant to Article 10.1.3 above, then Sun shall have no liability for any claim for such SUTC submitted by Supplier ninety (90) days or more after the last ship date of a Product incorporating such SUTC.

10.2 Obsolete Materials.

10.2.1 Reporting . Supplier will notify Sun of the part number, quantity and the cost of Obsolete Materials in a consolidated report (“Obsolete Materials Report”). The Obsolete Materials Report will include: (a) a reconciliation of Supplier’s physical inventory, SUTC Lead-times and Sun’s Forecast; (b) documentation in support of Supplier’s test and assembly costs; and (c)

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adjustments based on material disposition activities that Supplier will undertake for all Obsolete Materials in accordance with Article 10.3 . Supplier will submit any Obsolete Materials Report in accordance with Sun’s claims process for obsolete material set forth in Article 10.4 and as frequently as mutually agreed by the parties in writing.

10.2.2 Charges . Upon completion of the material disposition activities (Article 10.3) and claims process (Article 10.4) , Sun will: (a) purchase the Obsolete Materials at a price mutually agreed to by the parties and in no case greater than Supplier’s direct cost; and (b) pay Supplier’s direct cost actually incurred for work in progress, Obsolete Materials in their current state. At Sun’s option, Supplier will: (i) deliver the Obsolete Material to Sun at Sun’s expense, or (ii) scrap the Obsolete Material and credit Sun for the scrap value. Sun will make payments under this Article 10.2.2 in accordance with the terms of Article 9 (Payment Terms/Invoices).

10.3 Material Disposition. Supplier will take the following actions regarding Sun’s payment obligation for Obsolete Materials prior to submitting a Claim under Article 10.4 : (a) immediately reduce or cancel outstanding purchase orders for Obsolete Materials; (b) discontinue upside support for Obsolete Materials; (c) return Obsolete Materials to Supplier’s sub-tier supplier; (d) subject to Sun’s prior consent, sell the SUTCs to a third party; (e) rework or dekit Obsolete Materials into industry standard constituent parts upon mutual agreement regarding the cost of such services; (f) cease all work-in-progress, except as necessary to meet Sun’s Forecast and Delivery Lead-times; and (g) use all other commercially reasonable efforts to mitigate Sun’s liability for Obsolete Materials. Supplier will perform a physical inventory within five (5) days of completion of items Articles 10.3 (a)—(g) and may thereafter submit an Obsolete Materials Report as a Claim under Article 10.4 .

10.4 Claims Process . Supplier will submit all claims for Obsolete Materials (“Claim”) by submitting an Obsolete Materials Report in accordance with Sun’s claims process found at http://www.sun.com/aboutsun/coinfo/supplier/production/claims which is hereby incorporated by reference into this contract. Sun reserves the right to audit Supplier’s invoices and other documentation prior to Claim approval in accordance with Article 22 (Audit Rights). Sun’s acceptance of a Claim is subject to execution of a mutually-agreed upon settlement agreement, certificate of destruction and such other documentation that Sun may deem appropriate. Sun’s payment of a Claim will constitute a full comprise and settlement of that Claim.

11. ENGINEERING CHANGES.

11.1 Supplier-initiated Changes . Supplier-initiated changes to the Product, or any component thereof, will be governed by the software/firmware support and maintenance provisions of the Agreement, if any, and the terms of the Quality Specification Exhibit . Notwithstanding the foregoing, any and all changes to the Product shall: (a) meet or exceed the Specifications; and (b) be implemented by Supplier no sooner than a date that provides Sun sufficient time to make driver software and other system-level changes associated with the Product. Unless otherwise agreed to by Sun in writing, all Supplier-initiated changes shall be at its own cost and expense.

11.2 Sun-initiated Changes . Sun, at its option, may request any change by setting forth in writing (including email) the proposed change in reasonable detail submitted to Supplier (“Change Request”). Supplier shall respond in writing to Change Requests within ten (10) business days of receipt, in each case, setting forth the expected effect of the requested change, including, as appropriate, any additional fees and schedule adjustments (“Change Request Response”). Sun shall respond within twenty (20) business days of receipt informing Supplier whether it agrees with Supplier’s additional terms, if any, proposed in the Change Request Response. If Sun agrees in writing to the Change Request Response, Supplier shall promptly begin to implement the agreed changes in accordance with the agreed upon schedule. In the case Supplier does not respond to the Sun initiated change letter within ten (10) business days of receipt, Sun will notify the Supplier by telephone and send another letter in which the Supplier has five (5) business days to respond. In the case Supplier is unavailable by telephone and does not respond to the second letter within five (5) business days of receipt, it will be assumed that the changes have been received and accepted and there will be no additional fees and/or schedule adjustments as a result of the changes.

11.3 Product Hold . Sun may direct Supplier to stop or hold production of Products pending Product modifications, corrective action or other changes. Provided the Product conforms with the Specifications and the warranties in Article 18.1 , Sun’s payment obligation for Products subject to a stop or hold, and for pre-production versions of the Product not authorized by Sun for commercial shipment, will be limited to Obsolete Materials as set forth in Article 10.2 . Any rework or other Supplier effort required by Sun following direction to stop or hold production of Products, except when such action is attributed to Supplier, shall constitute a Change Request in accordance with 11.2 above. Sun shall not have any payment obligation for non-conforming product attributed to Supplier that is placed on production stop or hold. Supplier shall take reasonable care to protect Sun Products affected by a production stop or hold, but shall not be liable for loss or damage resulting from such production stop or hold, except for loss or damage caused by the negligent or willful conduct of its employees or agents.

12. SERVICE AND SUPPORT. Supplier shall provide reasonable on-site support as requested by Sun to solve problems with non-conforming Products as well as to validate Sun’s inspection and test methodology. Supplier’s additional support obligations are set forth in the Service and Support Exhibit .

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13. DEVELOPMENT, SOFTWARE AND TOOLING .

13.1 Product Customization and Design Services . If agreed upon by the parties, Supplier will pe