Common use of EPIDEMIC CONDITION Clause in Contracts

EPIDEMIC CONDITION. If, during the term of this Agreement and for one year after the last shipment date of Material under this Agreement, Lucent notifies BroadBand that any Material shows evidence of an "Epidemic Condition" caused by BroadBand's manufacturing and not by any specifications, designs, instructions, component suppliers or materials provided by or approved by Lucent, BroadBand shall prepare and propose a Corrective Action Plan ("CAP") with respect to such Material, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). BroadBand shall provide the CAP within ten (10) days of receiving information from Lucent reasonably required to identify and replicate the problem and prepare the CAP. An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to BroadBand, Lucent shall have the right to postpone all or part of the shipments of unshipped Material exhibiting the Epidemic Condition, by giving written notice of such postponement to BroadBand, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve BroadBand of its shipment liability and Lucent of its shipment acceptance liability. Should BroadBand not agree to the existence of an Epidemic Condition or should Lucent not agree to the CAP, the matter will be handled in accordance with the clause DISPUTE RESOLUTION. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that four (4) percent or more of Material installed or four (4) percent or more of Material shipped during any two consecutive months, or four (4) percent or more of the Material tracked by Lucent's Field Quality Engineering contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the material has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Technical Specification. The MTBF parameter of Material is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Technical Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence.

EPIDEMIC CONDITION. IfSupplier warrants that Products will comply with the failure rate and/or reliability requirements set forth in the Specifications. An Epidemic Condition will be deemed to exist if the failure rate at any time exceeds ***** in Products either shipped to Logitech by Supplier or installed by Logitech at any customer during any month hereunder is found (1) to contain a potential safety hazard, during the term of this Agreement and for (2) if under warranty or if one year after thereafter, contains any defects or fails to perform to Specifications and if such defect or failure is traceable to a single failure mode in the last shipment date of Material under this Agreement, Lucent Products supplied by Supplier. In the event Logitech notifies BroadBand Supplier that any Material the Products shows evidence of an "any Epidemic Condition" caused by BroadBand's manufacturing and not by any specifications, designs, instructions, component suppliers or materials provided by or approved by Lucent, BroadBand Supplier shall prepare and propose a Corrective Action Plan ("“CAP"”) with respect to the Products within three (3) working days of such Materialnotification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). BroadBand shall provide the CAP within ten (10) days of receiving information from Lucent reasonably required to identify and replicate the problem and prepare the CAP. An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to BroadBandSupplier, Lucent Logitech shall have the right to postpone all or part of the shipments of unshipped Material exhibiting the Epidemic ConditionProducts, by giving written notice of such postponement to BroadBandSupplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve BroadBand Supplier of its shipment liability and Lucent Logitech of its shipment acceptance liability. Should BroadBand Supplier not agree to the existence of an Epidemic Condition or should Lucent Logitech not agree to the CAP, then Logitech shall have the matter will be handled right to suspend all or part of its unshipped orders without liability to Logitech until such time as a mutually acceptable solution is reached. In the event that Supplier develops a remedy for the defect(s) that cause the Epidemic Condition, and at Supplier’s sole expense and upon Logitech’s written approval, Supplier shall (i) incorporate the remedy in accordance with the clause DISPUTE RESOLUTIONaffected Products according to Supplier’s Engineering Change Control procedure; (ii) ship all subsequent Products incorporating the required modification correcting the defect(s) at no additional charge to Logitech; and (iii) repair or replace Products that caused the Epidemic Condition. An In the event such remedies incurs costs to Logitech, including but not limited to labor and shipping costs, Supplier shall reimburse Logitech for such costs. In the event that Supplier is unable to develop a mutually agreeable remedy for defects that caused the Epidemic Condition, or does not adequately take into account the business interests of Logitech, Logitech shall cancel the postponed orders without liability and return all the Products delivered within the previous two years affected by such Epidemic Condition will be considered to exist when one or more for full refund payable by Supplier within thirty (30) days after receipt of the following conditions occur: (1) Failure reports or statistical samplings show that four (4) percent or more of Material installed or four (4) percent or more of Material shipped during any two consecutive months, or four (4) percent or more of the Material tracked by Lucent's Field Quality Engineering contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic emissions, etcreturned Product.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms of this type. (2) Reliability plots of relevant data indicate that the material has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF stipulated in the Technical Specification. The MTBF parameter of Material is defined as the total operating or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Technical Specification. The total operating time of a population is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. An Epidemic Condition shall exist when data derived from populations being tracked confirms the condition with 80% confidence.

EPIDEMIC CONDITION. If, If during the term of this Agreement and for one year after the last shipment date of Material Hardware or Software under this Agreement, Lucent Agreement Company notifies BroadBand Supplier that any Material Hardware or Software shows evidence of an "“Epidemic Condition" caused by BroadBand's manufacturing and not by any specifications, designs, instructions, component suppliers or materials provided by or approved by Lucent, BroadBand ,” Supplier shall prepare and propose a Corrective Action Plan ("“CAP"”) with respect to such MaterialHardware and Software within [CONFIDENTIAL TREATMENT REQUESTED] /*/ days of such notification, addressing implementation and procedure milestones for remedying such Epidemic Condition(s). BroadBand shall provide the CAP within ten (10) days of receiving information from Lucent reasonably required to identify and replicate the problem and prepare the CAP. An extension of this time-frame is permissible upon mutual written agreement of the parties. Upon notification of the Epidemic Condition to BroadBandSupplier, Lucent Company shall have the right to postpone all or part of the shipments of unshipped Material exhibiting the Epidemic ConditionHardware and Software, by giving written notice of such postponement to BroadBandSupplier, pending correction of the Epidemic Condition. Such postponement shall temporarily relieve BroadBand Supplier of its shipment liability and Lucent Company of its shipment acceptance liability. Company and Supplier agree that in the event of an Epidemic Condition they will work together cooperatively to agree to and implement the CAP. Should BroadBand Supplier not agree to the existence of an Epidemic Condition or should Lucent Company not agree to the CAP, then Company shall have the matter will be handled in accordance with the clause DISPUTE RESOLUTIONright [CONFIDENTIAL TREATMENT REQUESTED] /*/ until such time as a mutually acceptable solution is reached. An Epidemic Condition will be considered to exist when one or more of the following conditions occur: (1) Failure reports or statistical samplings show that four (4) percent [CONFIDENTIAL TREATMENT REQUESTED] /*/ or more of Material Hardware installed or four (4) percent [CONFIDENTIAL TREATMENT REQUESTED] or more of Material Hardware shipped during any two consecutive months[CONFIDENTIAL TREATMENT REQUESTED] /*/, or four (4) percent [CONFIDENTIAL TREATMENT REQUESTED] /*/ or more of the Material tracked by Lucent's Field Quality Engineering contain a potential safety hazard (such as personal injury or death, fire, explosion, toxic emissions, etc.), or exhibit a highly objectionable symptom (such as emissions of smoke, loud noises, deformation of housing) or other disconcerting symptoms Hardware [CONFIDENTIAL TREATMENT REQUESTED] /*/ of this type. (2) Reliability plots of relevant data indicate that the material Hardware has actual Mean Time Between Failures (MTBF) of less than 80% of the MTBF [CONFIDENTIAL TREATMENT REQUESTED] /*/ stipulated in the Technical Specification. The MTBF parameter of Material Hardware is defined as [CONFIDENTIAL TREATMENT REQUESTED] /*/. 3) Deliverable Dead on Arrival (DOA) failures exceed the total operating Epidemic DOA failure rate, which is [CONFIDENTIAL TREATMENT REQUESTED] /*/. [CONFIDENTIAL TREATMENT REQUESTED] /*/. Hardware and/or Software may be either sampled or, at Company’s option, [CONFIDENTIAL TREATMENT REQUESTED] /*/ at Company warehouses, factories or power-on time of any population under observation ("T"), in hours, divided by the total number of critical failures ("n") that have occurred during the observed period. A critical failure is defined as a failure to operate per the requirements of the Technical SpecificationCompany’s customers’ locations. The total operating time data [CONFIDENTIAL TREATMENT REQUESTED] /*/. For the purpose of a population this Agreement, functional DOA [CONFIDENTIAL TREATMENT REQUESTED] /*/. Visual/mechanical/appearance DOA is the summation of operating time of individual units in that population. MTBF is expressed as MTBF = T/n. [CONFIDENTIAL TREATMENT REQUESTED] /*/. An Epidemic Condition shall exist when data derived from populations being tracked confirms not include failures due to [CONFIDENTIAL TREATMENT REQUESTED] /*/. In the condition with 80% confidence.event that Supplier develops a remedy for the defect(s) that caused the Epidemic Condition and Company agrees in writing that the remedy is acceptable, Supplier shall: [CONFIDENTIAL TREATMENT REQUESTED] /*/; Ship all subsequent Hardware and /or Software [CONFIDENTIAL TREATMENT REQUESTED] /*/. Supplier shall bear risk of in transit loss and damage for such repaired and/or replaced Hardware and/or Software. Supplier and Company shall work cooperatively to mutually agree in writing [CONFIDENTIAL TREATMENT REQUESTED] /*/. If Supplier is unable to develop a mutually agreeable remedy, or does not adequately take into account the business interests of Company, [CONFIDENTIAL TREATMENT REQUESTED] /*/, Company may [CONFIDENTIAL TREATMENT REQUESTED] /*/.