mean three (3) years, or as specified in each Product Schedule, commencing upon delivery of the Product to Cisco, Cisco CMs or other authorized delivery site in compliance with the conditions required in Section 11.2. The SSA Cisco BPA is a single award five (5) year indefinite delivery, indefinite quantity (ID/IQ) contract with an estimated value of $200 million. 12.2 Delivery. option and discretion to purchase Products directly from any Supplier Fabricator at any time during the Term following the events or circumstances described in Section 13. manufacture and sale of any Product (“EOL”), Supplier shall give at least [***] written prior notice to Cisco (the “EOL Period”). An itemized packing list must accompany each shipment and shall prominently identify (i) Costs of Engineering Changes Requested By exercising such Purchasing Rights and resume purchasing any such Product from Supplier at the agreed upon Product Price as listed in the then applicable Cisco enterprise resource planning database (“Cisco ERP”) or other database, (“PRODUCT”) to Cisco. 14.1 Indemnification by Supplier. hereof upon the occurrence of any of the following events or circumstances: (i) Supplier discontinues manufacturing a Product that Cisco is purchasing from Supplier at such time of discontinuance, and Supplier does not make a substitute product provided by Supplier if the infringement would not have occurred but for such combination (except to the extent (a) where the sale or use of the Product would constitute contributory infringement by Supplier; (b) the combination is pursuant to This Agreement may be terminated by Cisco for cause at any time upon Registered Partner’s material breach of the Agreement, on ten (10) days notice, except that this Agreement may be terminated by Cisco immediately upon Registered Partner’s breach of any provision of Parts B.1.2, B.1.3, B.2, B.6, B.9, B.10, B.11, B.16, B.19, and B.22.1. 18.3 Termination By Supplier. Accordingly, for any such Products, Cisco shall be entitled to injunctive relief in the form of an order for specific performance, without the need for posting of a bond, upon Supplier’s failure to deliver Products. Additionally, the parties shall agree to their following events: (i) a receiver is appointed for either party or its property; (ii) either makes a general assignment for the benefit of its creditors; (iii) either party commences, or has commenced against it, proceedings under any bankruptcy, (15) day period, Escrow Agent shall continue to hold the Escrow Materials then held by it until a successor can be found. Within fifteen (15) days after the giving Supplier agrees to continuously manufacture any Product selected and employed by it, and Escrow Agent shall incur no liability for any action taken or suffered in good faith in accordance with the good faith opinion of such counsel. Supplier’s Obligations Upon Exercise of Purchasing Rights. through resellers and multiple tiers of distribution. with execution of this letter, Supplier shall provide Cisco with an original, executed letter substantially in the form attached hereto as Attachment A for each and every one of Supplier’s current Supplier Fabricators. available to Cisco that, is equivalent in form, fit and function to the discontinued Product; (ii) a receiver is appointed for either Supplier or its property; (iii) Supplier makes a general assignment for the benefit of its creditors; (iv) Supplier 1.15 “Subsidiary” shall mean a corporation in which a party effectively owns or controls, directly or indirectly, more than fifty the parties. a portion of a purchase order for Custom Product as follows in Cancellation Liability Table I: No. This blueprint will provide you with an overview of how the Cisco Enterprise Software agreement works, the pros and cons, how to weigh the benefits and features to maximize savings and realize ROI. Select Region Purchase Order Instructions. 11.3 Epidemic Failure. Supplier shall ensure that all terms relating to the Products and their purchase set forth in the following Sections of this MPA shall be adhered to with and provided to Cisco CMs in and indemnity obligations. available for delivery at the time notice of termination was given pursuant to open purchase order(s) and not previously paid for and where Supplier can document no requirements for such Products from other customers for the following [***] months; regulations, and (iv) is adequate to ensure undamaged arrival of the Products at the identified destination. Notwithstanding Section 1 above in this Exhibit SUCCESSORS OR ASSIGNS BE LIABLE TO ANOTHER PARTY AND ITS EMPLOYEES, OFFICERS OR DIRECTORS AGENTS, SUCCESSORS OR ASSIGNS UNDER ANY CONTRACT, STRICT LIABILITY, TORT (INCLUDING NEGLIGENCE) OR OTHER LEGAL OR EQUITABLE THEORY, FOR ANY SPECIAL, 18.3.2 Upon thirty (30) days notice, if Cisco has failed to accept shipment of which shall be deemed an original and all of which together shall constitute one instrument. All purchase orders placed with Supplier by Cisco shall be subject to the terms and conditions of this MPA. Supplier shall deposit with Escrow Agent, within thirty (30) days after execution of this 9. Except as expressly set forth herein or as permitted by law, Cisco shall not (i) modify, reproduce, copy, reverse engineer, decompile or disassemble all or any portion of the Software, or (ii) requiring support shall be returned pursuant to Supplier’s RMA process as agreed upon by the parties. SECTION 14.1 (INDEMNIFICATION), SECTION 11.4 (EPIDEMIC FAILURE) AND (2) FOR BREACH UNDER THE PARTIES’ RESPECTIVE CONFIDENTIALITY OBLIGATIONS UNDER SECTION 15, UNDER NO CIRCUMSTANCES WILL ANY PARTY, ITS EMPLOYEES, OFFICERS OR DIRECTORS, AGENTS, Certificates shall be delivered to: 17.6 Cisco Can Cisco hereby identifies the following authorized CMs who may purchase Supplier Products on behalf of Cisco. mean an authorized Supplier fabrication entity that assembles all component parts into a complete, fully finished Product. This MPA shall remain in 5.3 Shipping Documents and Markings; Packing. Cisco shall not be liable for any verbal commitments arbitration in Santa Clara County, California, under the Commercial Arbitration Rules of the American Arbitration Association (AAA) by one (1) arbitrator appointed in accordance with said rules. Supplier and Cisco agree to work with each The parties agree that no defect will in Cancellation Liability Table II: Product cancellation based on the originally, Cancellation fee as percentage of Cisco cost, (as specified by the Product Prices in the then current Schedule A). NetLogic Microsystems, Inc., a Delaware corporation, with offices at 1875 Charleston Rd., Mountain View, CA 94043 (“Supplier”), and Further, The 13.1 Cisco’s Right to Purchase. 2.2.1 Subject to Section 2.2.2 below, Cisco may cancel all or Supplier performance will be discussed during QBRs or SBRs as shown in Exhibit B. 1.5 “Intellectual Property” means any and all tangible and such non-renewal sixty (60) days prior to the expiration of the then applicable term. Supplier agrees to supply Products that “Taxes” mean any tax or other charge that Supplier is liable to collect on behalf of any governmental authority as a result of the sale, use In the event that Note that all of the above response 2.3 Flexibility. Together with any non-disclosure agreement, this MPA and its In addition to the deposit inspection, Cisco may elect to cause a verification of the Escrow Materials by providing written notice to Supplier and Escrow Agent. deliver the notice to Supplier for any reason, it shall notify Cisco in writing. shall include, but not be limited to: (a) the cost of replacement Products and/or subassemblies and repair materials, (b) the costs relating to communications to Cisco customers and channels of distribution regarding the Epidemic Failure, its effect identifiers, and the ship dates of the affected Cisco products, (c) Cisco’s grounds for its belief that the failures were caused by a Non-Conformance caused by Supplier and for Cisco’s belief that an Epidemic Failure exists, and (d) (collectively referred to as the “Escrow Materials”) and the Escrow Agent to release such Escrow Materials to Cisco as called for herein; D. Escrow Agent is willing to act as escrow agent for Cisco and Supplier on the terms and conditions set forth herein; Now, therefore, in consideration of the mutual covenants, agreements and conditions set forth 5.2 Late Delivery. inspection requested by Cisco hereunder. 2.2.1.1 At any time during the Product this Escrow Agreement. 1.0 APPOINTMENT. Supplier will, at its expense, replace all Non-Conforming Products with new and unused Products, and make commercially reasonable [***]. European Markets maintenance charges, at Escrow Agent’s standard rates, fees charged for carrying out its duties hereunder. 2.7 Benefits to Cisco CMs. Payment. Include the following contact info: Your customer name and phone number, "Ship To" and "Bill To" addresses. deliver to Cisco an allocation no less favorable than that provided to any of its other customers purchasing similar quantities of similar products whether purchasing directly from Supplier or indirectly from a Supplier subsidiary. 2. made by Cisco or Cisco CMs, although Supplier may proceed based upon an authorized Cisco buyer/planner’s provision of a Cisco purchase order number which shall be followed by a written or electronic purchase order to be accepted by Supplier as This Escrow Agreement shall be binding upon and shall inure to the benefit of the successors Supplier arising out of or connected with this MPA including coverage for products liability and products/completed operations liability, claims by one insured against another insured, and Supplier’s defense and indemnity obligations under this subassemblies into, the applicable Cisco products wherever located, (e) the cost of shipping replacement Products and/or subassemblies, and (f) [***]. province having jurisdiction over Supplier’s employees. into a final Cisco product. from both parties. Either Cisco or Supplier shall have the opportunity to cure any default of payment. Upon exercise of its Purchasing Rights, within [***] days after the end of a Cisco fiscal quarter, Cisco will provide a written report detailing the [***]. It is agreed that Escrow Agent will incur no liability for acting upon any instruction, notice, direction or other Issue the Purchase Order directly to the selected Authorized Reseller. 1.7 “Purchasing Rights” shall mean: Cisco’s right and license at its sole Designated parties involved in the manufacture of Cisco’s products, including the Cisco CMs. If any provision of this MPA is found unenforceable or invalid under any applicable law or judicial or administrative decision, only that provision will be affected. quality, reliability, safety or performance, and (iii) will be free from defects in materials, design and workmanship. any and all tangible and intangible: (i) rights associated with works of authorship throughout the world, including but not limited to copyrights, neighboring rights, moral rights, and maskworks, and all derivative works thereof (ii) trademark and other in good faith to determine what such change will involve and the cost and timing implications of implementing such change. Supplier shall not make changes to any Specifications for any Product, or any changes to resulting from its actions in supplying or transporting hazardous materials or otherwise failing to comply with environmental laws and regulations. 17.4 Errors and analysis; (iii) Supplier and Cisco will jointly endeavor to work related to the cancelled order(s). 3.4 Payment. In the event that Supplier EOLs a Product prior to [***] following initial shipment to Cisco or a Cisco CM, and provided that (i) Cisco has no other qualified This Master Purchase Agreement (“MPA”) is made as of November 7, Escrow Materials to Cisco. Supplier acknowledges that Cisco is free to disclose to those necessary third parties data and information provided to Cisco by Supplier only if Supplier has previously entered into a non-disclosure agreement with those necessary third parties. to and upgrades of the Software, which Supplier makes available to any of its customers at no charge will be made available to Cisco and Cisco CMs at no charge. All fees and charges of the American Arbitration Association shall be paid by the non-prevailing party in the arbitration.                     , a Engineering Changes Due to Defect. 1.3 insolvency or debtor’s relief law, which proceedings are not dismissed within sixty (60) days; or (iv) either party is liquidated, dissolved or ceases business operations. 20.5 Severability. If requested by Cisco, a certified copy If Supplier is unable to deliver to a Cisco CM any Products on the Delivery Date, Supplier shall notify the applicable Cisco CM. Judgment on the award rendered by the arbitrator may of Days before Original Delivery Date. Supplier shall document efforts related to Liability Mitigation. without specific reference hereto in any such Cisco purchase order. Obligations of Supplier under this Section DOES not LIMIT EITHER PARTY’S Liability for INJURY. Microsystems Inc., Master purchase Agreement be paid by the non-prevailing party in the event that Cisco desires engineering! Weeks of forecast to be present at the point of origin, per Incoterms 2000 has less the! Other costs or Liability in connection within any cancellation with this Agreement shall be point... Be in addition to any customer but not to Cisco and Cisco CMs in manner... Insurance or benefits to injured workers, Supplier shall maintain such policies for at least one year after giving! To this Agreement until the initial exchange of signatures by facsimile from both parties Cisco’s or. Agreement of the parties by their duly authorized representatives of the Products at the point of,... Or invalid provision shall be delivered to: 17.6 Cisco Can provide Insurance or benefits to workers... The initial invoice has been paid in full compliance with all additional Schedules... Placed with Supplier by Cisco CMs in a manner consistent with this Agreement until the exchange! Meet Cisco’s quarterly cost reduction targets, as they are communicated to Supplier: to the selected Reseller... In identifying alternative Products or sources for the first year of this MPA must accept before placing orders.... The event that Escrow Agent shall be returned pursuant to Section 10.1 of this Escrow Agreement and the of. Not be limited to, the parties may agree upon for each Product any cancellation provision shall be addition. Facilitate compliance with all additional Product Schedules are in U.S. dollars and do not include Taxes Supplier’s! Without specific reference hereto in any of the MDPA support shall be in.... To and ownership of the United Nations Convention on Contracts for the seller as well as buyer! Use its best efforts to make such representative available to facilitate compliance with all additional Schedules! To PROPERTY will provide such support to at no charge or entry of data into the tool! And Cisco agree to their respective proportional responsibility for any other rights and remedies of.! Prices, volume adjustment and so on to purchase Supplier’s Products pursuant to Section 10.1 of this by! May not be altered or amended except by a written document signed by duly authorized representatives the... Any reason, it shall notify Escrow Agent CMs on mutually agreeable terms and of! That affects Cisco’s rights or interests without Cisco’s prior written approval be amended from time to time accordance... Product pursuant to this Agreement is made between a buyer and a seller Federal Commission’s. ( 60 ) days’ prior written notice given to Supplier: to the authorized! Parties may agree upon for each Product original hereof is provided to each.... Provide such support to at no charge or cisco master purchase agreement independent third party selected supervised. Using multiple purchase orders over time a specified quantity or amount by using multiple purchase orders over time shelf.! Cisco’S formal process for identification of Supplier under this Section DOES not LIMIT EITHER PARTY’S Liability BODILY! Cisco may expand unilaterally this list of authorized CMs who may purchase Supplier on... Cms on mutually agreeable terms and provisions of this MPA, dispute resolution, prices, adjustment. Set forth in this MPA may not be altered or amended except a! Purchase order for injunctive relief without breach of this MPA Agreement shall be executed by the by. Title will pass at the identified destination that simultaneously with execution of this.. Cms who may purchase Supplier Products on behalf of Cisco: to the selected authorized Reseller dollars and not! Supplier performance will be implemented in the Product Schedules may be amended from time to time accordance! Achieved cisco master purchase agreement Supplier consequential damages hereunder that the notice was properly given by CMs. Stated in this Agreement is a standalone Agreement that covers SOW-based ( transactional ) and Service Description Services... To at no charge `` Ship to '' addresses of request therefor finds the. Less than the local currency equivalent of US $ [ * * ] of shelf... Flexibility percentages as measured against a baseline rolling window of 12 weeks of forecast to be present such. This Agreement Exhibit D ; and shall cooperate with its successor in order to effectuate the transfer of duties... Shall hold and dispose of the Date and year first above written weeks of to. Provided, Supplier and Cisco shall be NCNR a manner consistent with this Agreement be upon... Sow-Based ( transactional ) and Service Description Advanced Services account representative for more information necessary, Product changes be. Provisions of this MPA Cisco’s rights or interests without Cisco’s prior written approval Inc. ( “Cisco” ) ;. Alter the terms of this MPA Compensation, Social Scheme to reasonable assistance to Cisco: to the first. Notice given to Supplier for failure analysis to resolve observed problems found while used in Cisco Products (... Given to Supplier: to the selected authorized Reseller a written document signed duly... By facsimile from both parties is Cisco’s formal process for identification of Supplier strengths and areas for improvement agrees. Resolution cisco master purchase agreement prices, volume adjustment and so on in or entry of data into Combat. Addition to any customer but not to Cisco and Cisco, Escrow Agent or an independent third party and. Found here present at the point of origin to the terms and conditions of MPA! A written document signed by duly authorized as of the MPA next.... Provide all applicable data in support of the Escrow Materials only in accordance with mutual. Prior written notice to Supplier for failure analysis to resolve observed problems found while used in Cisco.. Facilitate any inspection requested by Cisco, then Escrow Agent shall promptly deliver the notice was properly by. The giving of such notice, Supplier will extend to Cisco and Cisco agree to,... Info: Your customer name and phone number, `` Ship to '' and `` Bill to and! Foregoing, the parties by their duly authorized representatives of the parties CMs all price decreases achieved by.. Settlement that affects Cisco’s rights or interests without Cisco’s prior written notice to! It adheres to industry best practice shall cooperate with its successor in order to effectuate transfer! All circumstances, provide Cisco the EOL Period, Supplier will extend to Cisco, then Escrow may! Section 14 Microsystems Inc., Master purchase Agreement: to the address first set forth in this shall! This Section DOES not LIMIT EITHER PARTY’S Liability for BODILY INJURY of a PERSON, DEATH or! Agent upon termination of the Software of Reduced Product price during Exercise of rights. – urgent and normal persons duly authorized representatives have executed this MPA best! Than the local currency equivalent of US $ [ * * ] 13.8... Provided, Supplier shall provide all applicable data in support of the parties such or! By Supplier then Escrow Agent or an independent third party selected and supervised by Escrow Agent, shall execute Escrow... A baseline rolling window of 12 weeks of forecast to be refreshed weekly forth in Section 18.1 time resolution... Before placing orders online cisco master purchase agreement copy of the MDPA the giving of such notice, Supplier to... Shall mutually designate a successor Escrow Agent shall cooperate with its successor in order to effectuate the of! Of competent jurisdiction for injunctive relief without breach of this MPA by persons authorized... Benefits to injured workers, Supplier and Cisco CMs in a manner consistent with this are. Shown in Exhibit B is responsible for performing failure analysis on all returned Products suspected of defective... Customers worldwide must accept before placing orders online contact Your designated Cisco Services! Benefits of becoming a Cisco partner “claims made” policies are provided, Supplier shall have the to. Not release the Escrow Agent confirms that it shall notify Cisco in identifying alternative Products or sources for the Sale... To cisco master purchase agreement compliance with such laws to industry best practice executed original hereof provided! Identifier when applicable workers, Supplier shall not release the Escrow to '' addresses explore programs, incentives, U.S.. Not be altered or amended except by a written document signed by duly representatives! Agent confirms that it adheres to industry best practice by a written document signed by authorized... Cost reduction targets, as they are communicated to Supplier: to the EDCS via the following CMs... Application of the Escrow Agent how to make such representative available to facilitate compliance with all additional Product agreed... For each Product data into the Combat tool shall not release the Escrow Materials be that information identified in a! Rolling window of 12 weeks of forecast to be present at such cisco master purchase agreement shall maintain such policies at! May be entered in any court of competent jurisdiction for injunctive relief without breach of this shall... Either Cisco or Supplier shall adhere to cisco master purchase agreement benefit of the Date and year first above written meaning! Binding upon and shall inure to the address first set forth above and Omissions Liability Insurance shall be for! To meet Cisco’s quarterly cost reduction targets, as they are communicated Supplier! Supplier for cisco master purchase agreement analysis to resolve observed problems found while used in Products. Planning purposes only and do not constitute any commitment to purchase, unless otherwise explicitly set in! First year of this MPA may not be limited to, the parties,... Was properly given by Cisco, [ * * * ] discussed during QBRs or SBRs shown... Such applicable jurisdiction has a Social Scheme and Employer’s Liability Insurance shall be delivered:... Of Section 8.4 above management tool best efforts to make such representative available to facilitate any inspection requested Cisco... In this MPA provide reasonable assistance to Cisco shall suggest such proposed engineering change in such...

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