TRANSITION SERVICES AGREEMENT

           THIS AGREEMENT (the "Agreement") made this 10^th day of December,  2002 by and between Quantum Peripherals (M) Sdn. Bhd. (Company No. 267908-V), a corporation organized under the laws of Malaysia and having its registered office at Plot 21(A), Bayan Lepas FIZ IV, 11900 Penang, Malaysia (the "Seller"), and Jabil Circuit Sdn. Bhd. (Company No. 336537-M), a corporation organized under the laws of Malaysia and having its registered office at 56, Hilir Sungai Keluang 1, Bayan Lepas FIZ IV, 11900 Penang, Malaysia (the "Purchaser").

R E C I T A L S

           A.    The Seller and the Purchaser have entered into an Asset Purchase Agreement dated August 29, 2002 (the "Purchase Agreement"), by which the Purchaser will purchase from the Seller and the Seller will sell to the Purchaser substantially all of the assembly and fulfillment operations for the production of the Seller's Products currently assembled by the Seller at the Facility (capitalized terms not expressly defined in this Agreement shall have the meanings ascribed to them in the Purchase Agreement); and

           B.     Each of the Purchaser and the Seller will provide certain services as set forth in this Agreement in connection with the transition of the responsibility for the manufacture and assembly of the Products (the "Business") from the Seller to the Purchaser in accordance with the terms and conditions of that certain Master Supply and Intellectual Property Agreement, dated as of the date of this Agreement.

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

           Section 1.  Provision of Services

           Each of the Seller and the Purchaser shall provide the transition services specified on the applicable Exhibits attached to this Agreement (the "Services") and for the periods set forth on such Exhibits.  It is understood by the parties that the manner and level of the Services to be provided under this Section 1 shall be substantially consistent with recent historical practice and that the Services shall be provided by each party with no less than the same degree of quality and timeliness customarily exercised by it in connection with its own business operations.

Home        Intelligence        Services        Subscriptions        News        About Us

Contact Us       Terms of Use       Resend Documents       Shopping Cart

Copyright © 2008 The Consus Group LLC