Common use of Cost Transparency Clause in Contracts

Cost Transparency. COGS (Cost of Goods Sold) is a key factor in iRobot engaging Kin Yat to produce and deliver the Product. So that iRobot has full visibility to the current and ongoing status of Kin Yat’s COGS, Kin Yat will provide updated costing in the agreed upon format within [***] of any change submittal. If Kin Yat fails to provide cost impact information within [***] after any iRobot Specification changes, iRobot will consider the lack of response to mean that there is no cost impact. Any cost change would be considered valid only after iRobot’s approval. No less frequently than [***], Kin Yat will, upon iRobot’s request, provide a microeconomic report that includes all critical prices and costs included in the Product Price (such as labor, exchange rate or select material as required by iRobot). 10Tooling and fixtures. iRobot shall own any and all tooling, fixtures, molds, equipment, software and firmware made available to Kin Yat by iRobot, developed for or on behalf of iRobot, or otherwise paid for by iRobot (“iRobot Tooling”). Kin Yat may manufacture, have manufactured, and use the iRobot Tooling only to perform the Manufacturing Services under the Agreement and shall use and treat the iRobot Tooling with a high degree of care, and in any case no less than the same degree of care it would for its own equipment, tooling, molds or supplies. Kin Yat shall attach an identifying label showing iRobot’s ownership in a conspicuous place on each unit of iRobot Tooling, if possible, and shall secure and segregate the iRobot Tooling in such fashion to clearly identify the iRobot Tooling as the property of iRobot. Kin Yat shall maintain the iRobot Tooling, at its own expense, in efficient working order and good repair based on reasonable wear and use, and otherwise in accordance with iRobot’s reasonable instructions. Kin Yat shall keep all iRobot Tooling free of any Encumbrances, and shall not transfer any iRobot Tooling, or any rights in the iRobot Tooling to any Person. Kin Yat shall deliver all iRobot Tooling to iRobot or iRobot’s designee, or at iRobot’s request, make available for pickup, upon the termination or expiration of this Agreement, or upon iRobot’s earlier request. Kin Yat shall execute documents and take such further action as iRobot shall reasonably request to protect iRobot’s interest in the iRobot Tooling. Kin Yat will at the expense of iRobot deliver to iRobot any of the above mentioned tooling within [***] upon iRobot’s written request. Kin Yat will adhere to the record keeping of iRobot Tools in accordance with iRobot requirements set forth in Section 4.10.3 or as otherwise described Schedule 1. Kin Yat shall make such records available for inspection by iRobot or iRobot’s designee Kin Yat upon iRobot’s reasonable request. 11 Forecast, Purchase Orders; Change Orders, Rescheduling and Cancellation. 11.1 Forecast. iRobot will provide to Kin Yat, on a [***], a non-binding, rolling [***] planning forecasts at a core robot level and on a SKU based level, indicating iRobot’s monthly Product requirements, as amended by iRobot from time to time (each, a “Forecast”).

Cost Transparency. COGS (Cost of Of Goods Sold) is a key factor in iRobot Company engaging Kin Yat Jabil to produce and deliver the Product. So that iRobot Company has full visibility to the current and ongoing status of Kin YatJabil’s COGS, Kin Yat Jabil will provide updated costing in the agreed upon format within [***] five (5) business days of any change submittal. If Kin Yat Jabil fails to provide cost impact information within [***] five (5) business days after any iRobot Company Specification changes, iRobot Company will consider the lack of response to mean that there is no cost impact. Any cost change would be considered valid only after iRobotCompany’s approval. No less frequently than [***]then semi-annually, Kin Yat Jabil will, upon iRobotCompany’s request, provide a microeconomic report that includes status of all critical prices and costs included in the Product Price (such as laborsuppliers/vendors/components, exchange rate or select material as required by iRobot)along with Jabil risk mitigation plan addressing all identified microeconomic risks. 10Tooling 10 Tooling and fixtures. iRobot . 10.1 Company shall own any and all tooling, fixtures, molds, equipment, software and firmware made available to Kin Yat Jabil by iRobotCompany, developed for or on behalf of iRobotCompany, or otherwise paid for by iRobot Company (“iRobot Company Tooling”). Kin Yat Jabil may manufacture, have manufactured, and use the iRobot Company Tooling only to perform the Manufacturing Services under the Agreement and shall use and treat the iRobot Company Tooling with a high degree of care, and in any case no less than the same degree of care it would for its own equipment, tooling, molds or supplies. Kin Yat Jabil shall attach an identifying label showing iRobotCompany’s ownership in a conspicuous place on each unit of iRobot Company Tooling, if possible, and shall secure and segregate the iRobot Company Tooling in such fashion to clearly identify the iRobot Company Tooling as the property of iRobotCompany. Kin Yat Jabil shall maintain the iRobot Company Tooling, at its own expense, in efficient working order and good repair based on reasonable wear and use, and otherwise in accordance with iRobotCompany’s reasonable instructions. Kin Yat Jabil shall keep all iRobot Company Tooling free of any Encumbrances, and shall not transfer any iRobot Company Tooling, or any rights in the iRobot Company Tooling to any Person. Kin Yat 10.2 Jabil shall deliver all iRobot Company Tooling to iRobot Company or iRobotCompany’s designee, or at iRobotCompany’s request, make available for pickup, upon the termination or expiration of this Agreement, or upon iRobotCompany’s earlier request. Kin Yat Jabil shall execute documents and take such further action as iRobot Company shall reasonably request to protect iRobotCompany’s interest in the iRobot Company Tooling. Kin Yat Jabil will at the Company’s expense of iRobot Jabil deliver to iRobot Company any of the above mentioned tooling within [***] fifteen (15) days upon iRobotCompany’s written request. Kin Yat Jabil will adhere to the Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. record keeping of iRobot Company Tools in accordance with iRobot Company requirements set forth in Section 4.10.3 4.4.3 or as otherwise described on Schedule 1. Kin Yat Jabil shall make such records available for inspection by iRobot Company or iRobotCompany’s designee Kin Yat Jabil upon iRobotCompany’s reasonable request. 11 Forecast, Purchase Orders; Change Orders, Rescheduling and Cancellation. 11.1 Forecast. iRobot will provide to Kin Yat, on a [***], a non-binding, rolling [***] planning forecasts at a core robot level and on a SKU based level, indicating iRobot’s monthly Product requirements, as amended by iRobot from time to time (each, a “Forecast”).