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Title: |
Manufacturing and Purchase Agreement |
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2005 |
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$58 |
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#642793 |
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[Certain confidential information contained in this document, marked by brackets ([ *** ]), has been omitted and filed separately with the Securities and Exchange Commission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended.]
Corporation
MANUFACTURE AND PURCHASE AGREEMENT
McDATA
380 Interlocken Crescent
Broomfield, CO 80021-3464
Supplier
Supplier
847 Gibraltar Drive
Milpitas, CA 95035
(to be completed by McDATA)
The following identified documents are incorporated herein by reference.
Manufacturing and Purchase Agreement
Appendix 1 Products
Appendix 2 Production Quote Model
Appendix 3 Price Matrix
Appendix 4 - Contract Quality Requirements
This Agreement and the Appendices identified above, constitutes the entire agreement between McDATA and SUPPLIER with respect to the subject matter hereof, and supersedes all prior and contemporaneous oral or written representations, proposals or agreements between the parties concerning the subject matter of this Agreement. In the event of any conflict between the terms of this Agreement and of any Appendix, the terms of the Agreement shall govern.
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McDATA Corporation (McDATA) |
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Solectron Corporation (Supplier) | |||||||||
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(Authorized Signature) |
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(Authorized Signature) | |||||||
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This Manufacture and Purchase Agreement (the Agreement) is entered into by and between McDATA and SUPPLIER.
WHEREAS, this Agreement contemplates the manufacture and purchase of McDATAs [***] [***]Product, and any future products mutually agreed to by both parties;
NOW THEREFORE, in consideration of the premises and the respective representations, warranties, covenants and agreements set forth in the Agreement, the parties, intending to be legally bound, agree as follows:
1. SCOPE
This Agreement establishes the non-exclusive terms and conditions under which McDATA agrees to purchase from SUPPLIER and SUPPLIER agrees to, manufacture and supply to McDATA certain Products (as defined below).
2. DEFINITIONS
2.1 Blanket Purchase Orders means the blanket purchase orders for a rolling eight week period as set forth in Section 6.3.
2.2 Direct Ship Products means Product(s) being shipped by SUPPLIER directly to McDATAs Customer.
2.3 Engineering Change Order or ECO means a change to a Specification, McDATA Process Documentation, SUPPLIER Process Documentation that affects fit, form ,or function of the Products.
2.4 Engineering Change Request or ECR means a notification from one party to the other, outlining in detail, the specific requirements of an Engineering Change Order.
2.5 Finished Goods means Product that has met the Specifications, which includes any applicable Product Acceptance Tests, and is ready for shipment.
2.6 McDATA Process Documentation means documents provided by McDATA to SUPPLIER to define the McDATA process SUPPLIER shall use to manufacture the Products.
2.7 Manufacturability means the ability to produce the Products to McDATAs Specifications, McDATA Process Documentation, SUPPLIER Process Documentation, and SUPPLIER practices and manufacturing capabilities, in accordance with the terms stated in Appendix 4, including without limitation the testability of the Products utilizing the mutually agreed upon Product Acceptance Tests (as defined herein) resulting in commercially acceptable yields.
2.8 Non-direct Ship Products means all other Product(s) not being shipped by SUPPLIER directly to McDATAs Customer.
2.9 Product(s) refers to the McDATA products described on the attached Appendix 1, as may be amended from time to time, which meet the Specifications agreed upon by the Parties.
2.10 Product Acceptance Tests means the testing array to be applied by SUPPLIER to individual Products as mutually agreed by the Parties in writing.
2.11 Purchase Order Release means a binding purchase order release issued by McDATA to SUPPLIER.
2.12 SUPPLIER Process Documentation means the documents used by SUPPLIER to define the process SUPPLIER shall use to manufacture the Products.
2.13 SUPPLIER Contract Quality Requirements means the requirements specified on Appendix 4, as provided by McDATA to SUPPLIER and agreed to by SUPPLIER, to define the quality assurance procedures and requirements necessary in the manufacture of the Products.
2.14 Specifications means McDATA Product documents, specifications, Acceptance Tests, drawings, Bills of Materials (BOM) provided by McDATA to SUPPLIER that provide the objective physical specifications for the work to be performed.
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2.15 Transformation Costs means all costs associated with the manufacture of the Products, excluding raw material costs.
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