270 Legal [Sample Agreements]

MANUFACTURING AND PRODUCT PURCHASE AGREEMENT

This Manufacturing and Product Purchase Agreement (“PPA”) is made as of March 9, 2007 (“Effective Date”) by and among Cisco Systems International B.V., a Netherlands corporation, having its principal place of business at Haalerbergpark, Haalerbergweg 13-19, 1101 CH, Amsterdam, The Netherlands (“Cisco BV”), and Solectron Corporation, a corporation organized under the laws of Delaware and having a place of business at 847 Gibraltar Drive, Milpitas, CA 95035 (“CM”), and each Signing Affiliate (as defined below). CM and each Signing Affiliate are referred to herein individually as a “Supplier” and collectively as the “Suppliers”. Cisco BV, CM and each Signing Affiliate are referred to herein individually as a “party” and collectively as the “parties”.
This PPA has the following attachments, which are incorporated into this PPA by this reference and made a part hereof:

Exhibit A Service Level Addendum
Exhibit B Cisco BV Proprietary Technology
Exhibit C Approved Third Parties
Exhibit D CM Affiliates and Sites
Exhibit E Form of Authorized Sublicense Agreement
Exhibit F Split Suppliers at United States Sites

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2.0 MANUFACTURE AND PURCHASE OF PRODUCTS

2.1 Manufacture of Products and Related Services. Under the direction and oversight of Cisco BV, including, without limitation, its quality control requirements, each Supplier shall (a) manufacture Products and Components and either (i) sell Products immediately following completion of Packout to Cisco BV, or (ii) transfer or sell Products to another Supplier or to an Approved Third Party either for subsequent sale to Cisco BV or for incorporation into other Products that are sold to Cisco BV by such other Supplier or an Approved Third Party, or (iii) transfer or sell Components to another Supplier or to an Approved Third Party for incorporation into Products that are sold to Cisco BV by such other Supplier or an Approved Third Party; and (b) perform all necessary and appropriate ancillary activities pursuant to this PPA, including without limitation the installation of copies of Installed Software on Products on behalf of Cisco BV, and the provision of assembly, test, failure analysis, materials purchasing, materials management, packaging, new Product introduction, and delivery services to Cisco BV or Cisco BV’s designated recipients in accordance with all SLA terms, Specifications, cycle times, Price and other applicable quality requirements, as they may be amended by the parties from time to time. Each Supplier shall design, measure and maintain capable, technologically current processes for manufacturing Products that are consistent with the technology requirements for such Products. Such processes shall include, without limitation, new product introduction services, such as design for manufacturing, design for test and design for assembly. Each Supplier’s manufacturing processes shall correspond to all Specifications, including, without limitation, any new product introduction standards provided by Cisco BV. Each Supplier agrees to employ effective controls to identify and contain Product defects. No other party shall have any right to the output of Products or Liable Components of any Supplier, except as specifically provided in this PPA. No Supplier shall have any right to deal with or dispose of Products or Liable Components except as explicitly authorized in this PPA, nor to sell Products or Liable Components to, or to install copies of Installed Software for, any party, except as specifically provided in this PPA.
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