Directed Pure Buy Program Sample Clauses


Directed Pure Buy Program. Manufacturer acknowledges that the Buyer has arrangements with several suppliers for certain Raw Materials. Schedule C sets forth a list of the Raw Materials and the suppliers from whom Buyer has arranged such Raw Material to be purchased (each, a “Directed Supplier”, collectively, the “Directed Suppliers”). Manufacturer agrees (i) it will not interfere with or impede in any manner such relationships, (ii) to purchase each of the Raw Materials designated to be obtained from a Directed Supplier only from such Directed Supplier, (iii) to inform the Directed Supplier as to which Raw Materials are being purchased for incorporation into the Products, (iv) to purchase the Raw Materials from Directed Supplier at the DPB Price only (unless the Buyer has specifically authorized the Manufacturer otherwise) and (v) to keep all DPB Prices confidential and to not share such information with third parties unless required to disclose by law, court order or order of a regulatory authority. Buyer shall negotiate the terms of its arrangement with each Directed Supplier directly, including, without limitation, the price that the Directed Supplier shall charge the Manufacturer for the Raw Material and the Minimum Order Quantities. Upon completion of such agreements and prior to the first production of any Product using any such Raw Materials the Parties shall execute an amendment to this Agreement amending Schedule C to incorporate such DPB Price ***. If Manufacturer receives a rebate, deduction or discount for any Raw Materials purchased from a Directed Supplier which are to be used for the Products, Manufacturer shall make such rebate, deduction or other discount available to Buyer in accordance with the variance calculations. Buyer must pre-approve any change in order pattern. ***.