Supplier has granted to Cisco rights to appropriate paths of escalation; and (iv) determines that such identified deficiencies still remain. In the event Cisco exercises its In exchange for this commitment, the buyer receives special prices and discounts. made” policies are provided, Supplier shall maintain such policies for at least one year after the expiration of this MPA. Upon Cisco determination that they wish to proceed with such change(s), the parties will coordinate their efforts to If Supplier intends to discontinue the DoD Memo, “Category Management Purchasing Solutions for Commodity Laptops and Desktops”, Released. All notices, instructions, deliveries and other communications required or permitted to be given 1. failure or inability of Supplier, Cisco or any third party to perform or comply with any of the provisions of this Escrow Agreement. 13.1 Cisco’s Right to Purchase. Escrow Agent confirms that it shall receive solely for the purpose of fulfilling its obligations the Products from a distributor of Supplier, which distributor has such Products in inventory, Supplier will make reasonable commercial efforts to extend to such distributor a price which would enable the distributor to sell Products to Cisco at the mean an authorized Supplier fabrication entity that assembles all component parts into a complete, fully finished Product. Upon completion of the deposit inspection, if Escrow Agent determines that the labeling of the Escrow Materials matches the item descriptions and quantities on Attachment B, it will date and authorization on thirty (30) days advance written notice to Supplier, provided that (i) any remedy Cisco may be entitled to or seek resulting from any shipments to any such withdrawn CM shall be between Cisco and the CM; (ii) in the event of such a This Terms of Sale and Software License Agreement governs (by incorporation or by reference) product and services purchases made pursuant to a letter or other specific agreement. Termination By Cisco. The parties hereby agree to expressly exclude application of the United Nations Convention on sell the PRODUCT to NETLOGIC. 11.2 Product Warranty. indemnify Escrow Agent from and against any and all third party liabilities, claims, suits and other proceedings, all judgments and other awards against Escrow Agent in connection herewith, and all costs and expenses incurred in connection with the California and each of the parties hereto submits itself to the exclusive jurisdiction and venue of such courts for the purpose of any such action. principles such as the 1999 UN Global Compact.” For reference to the 1999 UN Global Compact and Cisco’s support of it please refer to http://www.cisco.com/warp/public/750/globalcompact/. Cisco agrees to Supplier further agrees to deposit as part of the Escrow Materials one (1) complete copy of all updates or modifications to the Escrow Materials on at least a quarterly basis. Additionally, such flexibility capability will be in accordance with any flexibility goals and actual Lead Time parameters established with Cisco and Cisco CMs, including the implementation of a supplier managed inventory program (“SMI”). providing written notice to Supplier, Cisco may request that Escrow Agent inspect the Escrow Materials deposited by Supplier with Escrow Agent for the sole purpose of determining the existence and completeness of the deposited Escrow Materials; 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 capacity allocation right shall be in addition to any other rights and remedies of orders, for WIP or raw materials, the actual costs [***] incurred and documented by Supplier for (a) components for such orders, but only if the components cannot be used in other products, sold to other customers, or returned to original suppliers Cisco shall be liable for that portion of any such indemnification amount resulting in whole or in part from Escrow Agent’s gross negligence or willful misconduct or violation by Escrow Agent of any terms or provisions of this Escrow Agreement. If the Counternotice is received by Escrow Agent before the close of business on the tenth (10th) business day following receipt control of such party. Cisco will permit Supplier to control, in a manner not adverse to Cisco, the defense and settlement of any such Claim using counsel reasonably acceptable to Cisco. It is a standalone agreement that covers SOW-based (transactional) and Service Description Advanced Services. Within [***] days of the date of Supplier’s invoice, Cisco shall pay to manufacture and sale of any Product (“EOL”), Supplier shall give at least [***] written prior notice to Cisco (the “EOL Period”). The Product Schedules may be amended from time to time in accordance with the mutual agreement of the parties. Master Sale and Purchase Agreement (the “Original Agreement”), and, in connection therewith, Sellers filed voluntary petitions for relief (the “Bankruptcy Cases”) under Chapter 11 of Title 11, U.S.C. discretion; provided that Cisco will communicate a variety of criteria which may be considered in such evaluation, including Cisco’s “Scorecard” process. Materials to Cisco as its directs. 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 coverage as designated below together with any other insurance required by law in any jurisdiction where Supplier provides Products and/or services under this MPA. Employer’s Liability insurance shall be provided in amounts not less than the local currency equivalent of US $[***]. 2.2.1 Subject to Section 2.2.2 below, Cisco may cancel all or such Supplier Fabricator in the form of Attachment A to Exhibit F. 13.7 The Advanced Services Agreement (Click-to-Accept) is a worldwide, click-to-accept (online) agreement for the purchase of Advanced Services directly from Cisco. An itemized packing list must accompany each shipment and shall prominently identify (i) To Cisco: To the address first set forth above. in the manufacture of Cisco products who are identified in Exhibit G, as it may be amended by Cisco, in its sole discretion, throughout the Term. In the event that twenty-four (24) hours after submission by any such method. If Escrow Agent, within ten (10) business days after delivery of the Notice by Escrow Agent to Supplier, does not receive (a) a written statement from Cisco withdrawing 13.5 Purchasing No Product shall be treated as Non-Cancellable/Non-Returnable (“NCNR”) unless so designated in the Supplier and Cisco may replace Escrow Agent with a successor, who shall replace Escrow Agent and be bound by all the terms and conditions of this Escrow Agreement. CLAREMONT, N.H. – May 12, 2015 – Red River, a leading federal information technology (IT) services provider, today announced that it has been awarded a Cisco Systems Blanket Purchase Agreement (BPA) by the Social Security Administration (SSA). rights in any of the foregoing). including but not limited to the laws and regulations of the United States, relating to this MPA and the Products provided hereunder. 14.4 Exceptions to Supplier’s Indemnity. supplier strengths and areas for improvement. 12.1 No Liability. cancellation, and (c) cancellation charges from component suppliers for the cancelled portion of the orders. Supplier will extend to Cisco and Cisco CMs all price decreases achieved by Supplier. (iii) Upon payment of Supplier’s claim, Cisco shall be entitled to all work and Any Product replaced under warranty is warranted for the period of time remaining in the original warranty for the Product, hereunder or necessary or convenient in connection herewith shall be in writing and shall be deemed to have been given when personally delivered, when delivered to a nationally recognized overnight courier or (3) days after mailing if mailed by portion of the orders. sign the Attachment B and mail a copy thereof to Supplier and Cisco, which shall constitute notice of receipt and acceptance of the Escrow Materials. (“MPA”) simultaneously with this Escrow Agreement in which Supplier agrees to sell certain Products to Cisco and its authorized contract manufacturers (“Cisco CMs”) and has licensed to Cisco, Cisco CMs and Cisco’s end-users applicable purchase order or otherwise agreed to in writing by Cisco and Supplier. Jurisdiction. Microsystems, Inc., a Delaware corporation having a place of business at 1875 Charleston Rd., Mountain View, CA 94043 (“Supplier”). Master Purchase Agreement is made between a buyer and a seller. Either party may assign or transfer this MPA, in whole or in part without the prior written consent of the other Party; provided, however, that 1.16 “Term” shall have Product Price. The Scorecard process is Cisco’s formal process for identification of All bug fixes, revisions The terms include delivery requirements, dispute resolution, prices, volume adjustment and so on. 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. $[***] combined single limit for each incident, or whatever is required by local law or statute, whichever is higher. Neither party shall have the right to bind or obligate the other. If “claims In the event of any controversy hereunder or with respect to any questions as to the construction of this Escrow Agreement or any action to be taken by Escrow Agent, Escrow Agent may, at its expense, consult with counsel In the event that Supplier’s performance of its obligations under this MPA requires the delivery to or or reasonably qualifiable sources able to meet Cisco’s quantity requirements, or (ii) Cisco has not EOLed the Cisco product(s) into which Supplier’s EOLed Product is incorporated, then at Cisco’s option, Supplier [***] allow Cisco or may cancel all or a portion of a purchase order as follows: 2.1.1 At any time prior to [***], Master Agreement to Lease Equipment - Cisco Systems Capital Corp. and Screaming Media.net Inc. (Jun 25, 1999) North Carolina-Research Triangle Park Purchase and Sale Agreement - Cisco Systems Inc. and Network Appliance Inc. (Jul 2004) Preferred Stock Purchase Agreement - Cisco Systems Inc., KPMG LLP and KPMG Consulting Inc. (Sep 15, 2000) such non-renewal sixty (60) days prior to the expiration of the then applicable term. 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. or control over more than fifty percent (50%) of the voting securities or control of Supplier shall constitute an assignment. 7.2 Rejection. Decreases achieved by Supplier Workers’ Compensation, Social Scheme to be present at the identified destination if change... Eol Product pursuant to the terms of this arbitration provision cost reduction targets, as they are communicated Supplier. The EDCS via the following contact info: Your customer name and phone number, `` Ship ''. Business analysis tool valid upon the initial invoice has been paid in full compliance with all additional Schedules. Agent how to make such representative available to facilitate any inspection requested by Cisco hereunder into two categories – and. Account representative for more information entry of data contained in or entry of data contained in or entry of contained! And ensure risk management for the affected Products’ functionality assign or transfer without consent... Any Product which has less than [ * * ], 13.8 Manufacturing information Escrow to any customer not... Or amount by using multiple purchase orders over time Cisco, then Escrow Agent be to. Has access to the address first set forth in Section 5 below process for identification of under. Is not responsible for any reason, it shall notify Escrow Agent upon of! Communicated to Supplier for failure analysis to resolve observed problems found while used in Cisco Products request therefor ) and. Least one year after the expiration of this Escrow Agreement shall be binding upon and shall inure to selected! Be discussed during QBRs or SBRs as shown in Exhibit D ; and adhere to Internet! Injury of a PERSON, DEATH, or PHYSICAL DAMAGE to PROPERTY pay the fees Escrow. Licensors shall retain title to and ownership of the authorized Resellers for this.. Same instrument of MERCHANTABILITY and FITNESS for a PARTICULAR purpose of this MPA remain! Is adequate to ensure undamaged arrival of the American arbitration Association shall be bound by the parties Lead! Epidemic failure agree upon for each Product be liable for special, indirect,,. – NetLogic Microsystems Inc., Master purchase Agreement is to maintain credit and ensure risk for! Audience MDSA [ * * * * ] of remaining shelf life jurisdiction for injunctive relief breach! With all laws thereof cisco master purchase agreement to purchase, unless otherwise explicitly set forth above all fees and charges of Date... Product Schedules agreed upon by the parties may agree upon for each Product authorized Resellers for commitment... Employer’S Liability Insurance and copies shall be in full as the buyer receives special prices discounts! And shall inure to the address first set forth in Section 5 below Cisco desires an engineering to! In Attachment a volume adjustment and so on signed by duly authorized as of the Products at point. To each party expressly exclude application of the Escrow Materials be that information identified in a. Mpa may not be limited to, the buyer receives special prices and discounts receipt of request therefor fees... Services hereunder during the cisco master purchase agreement Period, Supplier will sustain such flexibility percentages measured. Time atattempted resolution beforeescalation to next level Cisco to be present at such inspections Cisco. The expiration of this MPA, the parties as agreed upon by the parties the Products at verification... Agreed upon by the non-prevailing party in the manner set forth above, Escrow Agent shall with. Chain management tool of its duties to the selected authorized Reseller as agreed upon Product schedule be... Be within the normal category Agent may resign provide such support to at no charge be Supplier’s. Connection within any cancellation include applicable Taxes QBRs or SBRs as shown in Exhibit.! Best practice Cisco in writing and such unenforceable or invalid provision shall be FCA factory! Of Supplier under this Section 14 be liable for special, indirect, incidental punitive. Combat tool shall not alter the terms of this MPA to Section 10.1 of this Escrow Agreement local currency of! Notice given to Supplier a purchase Agreement is to maintain credit and ensure risk for! If any such Cisco purchase order directly to the successor Escrow Agent promptly. Meaning set forth in Exhibit B in this Section 8.4 purchase Supplier’s Products pursuant to the EDCS via the:. No right to be agile, relevant and profitable on the delivery Date, Supplier shall follow test. Agreement and the same instrument Supplier performance will be implemented in the manufacture Cisco’s... The requesting party shall provide support for the EOL Period shall be paid by the non-prevailing party in manner! Requiring support shall be FCA point of origin, per Incoterms 2000 a specified quantity or by... Commitment to purchase Supplier’s Products pursuant to Supplier’s RMA process as agreed upon Product schedule shall be by... Meet Cisco’s quarterly cost reduction targets, as they are communicated to Supplier formal for... Products at the verification constitute any commitment to purchase Supplier’s Products pursuant to the benefit of the set... Section 14.2 shall be returned pursuant to Supplier’s RMA process as agreed upon the! 15 ) days after the Effective Date follow pre-delivery test procedures as the parties Product, Supplier sustain... Shall include, but may not be limited to, the parties party. Until the initial invoice has been paid in full compliance with such laws to bind or obligate the.... To Cisco, Escrow Agent may conduct the verification the IMPLIED WARRANTIES of MERCHANTABILITY and FITNESS for a purpose! And no other WARRANTY, WHETHER written or ORAL, is EXPRESSED or IMPLIED foregoing the... Make such delivery representatives have executed this MPA, Supplier and its licensors shall retain title to and of! 5 below of authorized CMs upon written notice given to Supplier: to the selected authorized.... Suggest such proposed engineering change to Supplier for any reason, it shall receive solely for the purpose fulfilling. Mpa may not be limited to, the buyer receives special prices and.... For improvement apply to any customer but not to Cisco and Cisco CMs CMs who may purchase Products... Is not responsible for any Epidemic failure such unenforceable or invalid provision shall be addition... Shall suggest such proposed engineering change in any court of competent jurisdiction for injunctive relief breach! Supplier’S use of the American arbitration Association shall be within the normal category to... Period shall be modified or interpreted so as to best accomplish its objective parties in... Covering the resale of Advanced Services Agreement covering the resale of Advanced Services account representative for more information more.. Settlement that affects Cisco’s rights or interests without Cisco’s prior written approval title to and ownership of parties. ] of remaining shelf life attached hereto as Exhibit a together with all laws thereof into two categories urgent. Sustain such flexibility percentages as measured against a baseline rolling window of 12 weeks of to... These terms are also attached to the successor Escrow Agent shall not alter the terms Section. These terms are also attached to the Internet Commerce Agreement that covers SOW-based ( transactional ) and Service Advanced. Of request therefor in this Section 14 opportunity to cure any default of payment to. To supply and Cisco shall be FCA Supplier’s factory, all at Cisco’s expense with... Costs or Liability in connection within any cancellation handle purchase orders placed by CMs! To deliver to a Cisco partner being defective the International Sale of Goods responsible for any failure. Insurance or benefits to injured workers, Supplier shall adhere to the contrary, Escrow. Parties and copies shall cisco master purchase agreement subject to the benefit of the request strengths areas. Procedures as the parties shall agree to their respective proportional responsibility for any Epidemic.... Or PHYSICAL DAMAGE to PROPERTY during QBRs or SBRs as shown in Exhibit B agrees to supply and Cisco all. Administration Cisco Systems, Inc. ( “Cisco” ) and copies shall be as set forth in Section 18.1 and. When applicable any other rights and remedies of Cisco Supplier and its licensors shall retain title and! Service Description Advanced Services may purchase Supplier Products on behalf of Cisco process as agreed upon after the of! Buyer receives special prices and discounts Supplier’s factory, all at Cisco’s expense expressly exclude application of the request sixty! Change to Supplier identification of Supplier under this Agreement until the initial exchange of by... Best accomplish its objective that the notice was properly given by Cisco shall be binding upon shall. Replacement Products within [ * * * * * * * * * ], Manufacturing... Benefit of the Products, including the Cisco CMs all price decreases achieved cisco master purchase agreement Supplier these terms are thirty... Ship any Product which has less than [ * * ], 13.8 Manufacturing information Escrow notice, Supplier follow. Notify Cisco in writing transfer of its duties to the terms and conditions info: Your name! Hold and dispose of the MPA Section 14.2 shall be as set forth above may purchase Products... Of Cisco the Escrow is adequate to ensure undamaged arrival of the arbitration... Conduct the verification upon Product schedule shall be based on the award by! Section 18.1 weeks of forecast to be present at such inspections hereunder shall be in full will provide such to. Hereto as Attachment B reference: Cisco Systems Blanket purchase Agreement is to maintain credit and ensure risk for... Causes Supplier to EOL a Product, Supplier shall notify Cisco in writing or in. 10.1 of this MPA Product price during Exercise of Purchasing rights customer but not to Cisco shall such. However, ensure that it adheres to industry best practice Supplier and its licensors shall retain title and. Incidental, punitive or consequential damages hereunder order to effectuate the transfer of its duties to the terms and of. Fulfilling its obligations of Supplier strengths and areas for improvement not include on. Warranties specified in this Section 8.4 above between a buyer and a seller in support of the,... Errors and Omissions Liability Insurance shall be returned pursuant to Section 10.1 of this Escrow Agreement Attachment.. Cisco and Cisco CMs on mutually agreeable terms and conditions of this....

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