Supply Agreement
Category: Supply
SUPPLY AGREEMENT
This SUPPLY AGREEMENT (this “Agreement“) is made and entered into as of the 31st day of July, 2007 (the “Effective Date“) by and between IMATION CORP., a corporation organized under the laws of Delaware, USA (“Imation“), and TDK CORPORATION, a corporation organized under the laws of Japan (“TDK“).
WHEREAS, Imation and TDK have entered into a certain Acquisition Agreement dated as of April 19, 2007 (the “Acquisition Agreement“), whereby Imation has agreed to purchase TDK’s sales, service and support functions for Removable Recording Media Products;
WHEREAS, the Acquisition Agreement provides that Imation and TDK will enter into an agreement pursuant to which TDK will supply Imation and its Subsidiaries with their requirements of the Products (as defined herein); and
WHEREAS, Imation and TDK agree to enter into such an agreement on the terms and conditions set forth below.
NOW, THEREFORE, in consideration of the mutual covenants set forth in this Agreement, Imation and TDK agree as follows:
1. Definitions
1.1 Certain Defined Terms. The following terms, when used in capitalized form in this Agreement, will have the meanings set forth below:
“OUS License” means the Trademark License Agreement entered into by IMN Data Storage Holdings C.V., a Dutch private limited partnership, and TDK concurrently with the execution of this Agreement.
“Products” means the finished goods and other products listed on Exhibit I, as such exhibit may be amended from time to time in accordance with Sections 2.3 and 3.3 or otherwise by mutual agreement of Imation and TDK.
“Product Specifications” means the specifications for the Products as may be amended, modified or supplemented in accordance with this Agreement. The initial Product Specifications are attached to this Agreement as Exhibit V.
“TDK Brand License” means the Trademark License Agreement entered into by Imation and TDK concurrently with the execution of this Agreement.
“TDK Product Category” means any category of Removable Recording Media Products and Accessory Products listed on Exhibit VII.
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