Common use of Epidemic Failure Clause in Contracts

Epidemic Failure. “Epidemic Failure” for any particular Product shall mean a failure resulting from defects in material, workmanship, and manufacturing process, including but not limited to the use of Components with known defects. The Epidemic Failure clause shall be invoked [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable efforts to complete the repair or replacement of all affected Products within eight (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by the Specifications or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Epidemic Failure. “Epidemic Failure” for any particular Product shall mean a failure resulting from defects in material, workmanship, The rights and manufacturing process, including but not limited to the use of Components with known defects. The Epidemic Failure clause shall be invoked [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable efforts to complete the repair or replacement of all affected Products within eight (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by the Specifications or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of section will apply if at any time during the Term: (a) Eliiy receives valid Warranty claims from Enphase resulting in an annualized failure rate in any rolling [*] period of: (i) [*] relating to the same failure [*] = Certain confidential information contained in this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated , marked by the symbol [***]. A complete version of this document brackets, has been omitted and filed separately with the Securities and Exchange CommissionCommission pursuant to Rule 24b-2 of the Securities Exchange Act of 1934, as amended. mode, (ii) or [*] for all cumulative failure modes; or (b) Eliiy recalls any Product. If after a valid and proper RMA Procedure, Enphase notifies Eliiy that the Epidemic Failure threshold has been met or Eliiy notifies Enphase of a recall for any Product, Eliiy shall: (a) contain the problem within [*]; (b) perform a root cause analysis within [*]; and (c) provide Enphase with a written report explaining the likely causes of the serial defect and how Eliiy intends to address the matter. Eliiy shall promptly, at its sole cost and expense and without the need for Enphase to make a further claim under the Warranty, address the serial defect in each Product sold to Enphase under this Agreement. Eliiy shall address the serial defect through replacement, refund or another remedy that Enphase reasonably deems appropriate and technically feasible under its Warranty, provided that such solution addresses the defect. Eliiy’s associated costs of replacement for the Product may include, but are not limited to: freight, storage, failure analyzing, labor, truck roll, installation and disposal. Enphase may, upon written notice and without being in breach or default of its obligations under this Agreement or any Purchase Order: (i) suspend issuances of Purchase Orders for such Product; (ii) direct Eliiy to suspend deliveries of such Product to the Delivery Point; or (iii) reject any such Product then in storage at Enphase’s facility, or any contracted storage facility, and Eliiy shall arrange for the proper disposal of such rejected Product and bear all expenses related to such disposal. The foregoing remedies are not exclusive, and Enphase may elect to apply one remedy with respect to certain Product and a different remedy with respect to other Product; provided however, that the parties agree that the Annual Volume requirements set forth in Section 3.e shall be renegotiated in good faith within no more than [*] of a written notice from Enphase. Enphase shall not be obligated to resume performance under this Agreement until Eliiy has supplied evidence reasonably satisfactory to Enphase to demonstrate the defect has been addressed with respect to manufacturing additional Product. The foregoing obligations are separate from the obligations of either party which the parties shall undertake in the course of the RMA process.

Epidemic Failure. (a) An “Epidemic Failure” for exists if 5% or more of the Products shipped during any particular Product shall mean a failure resulting from defects six-month period fail to comply with the warranties stated in material, workmanshipSection 7.1, and manufacturing process, including but not limited that failure is due to the use of Components with known defects. The same root cause; provided, however, in no event shall any Product be deemed to suffer from an Epidemic Failure clause shall be invoked [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede during the requirements first 6 months following the introduction or initial release of any expressed or implied warranty defined hereinsuch Product. In the case of an epidemic failureEpidemic Failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER CalAmp shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, replace any Products that are a part of the affected Product. In addition to bearing Epidemic Failure and CalAmp shall bear the costs associated therewithof air shipping from Customer and/or Customer’s customers and return to Customer and/or Customer’s customers and reasonable re-installation costs. Customer will engage CalAmp in discussions of repair, if requested by BUYERreplacement, SUPPLIER shall support and provide at SUPPLIER’s expense other costs and the parties will work in good faith to determine a sufficient number commercially reasonable plan of units repair or replacement. (b) CalAmp shall, within ten (10) working days after receiving notice of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all an Epidemic Failure, investigate, and use commercially reasonable efforts to complete determine and document the repair existence of the Epidemic Failure and formulate in conjunction with Customer a detailed recovery plan (“Recovery Plan”) for remedying such Epidemic Failure, including, without limitation, replacing or replacement repairing all Products affected by such Epidemic Failure as soon as reasonably practicable, with as little inconvenience or disruption as reasonably possible to Customer or its End-Users. The Recovery Plan shall be subject to Customer’s approval, not to be unreasonably withheld. CalAmp shall also implement as part of all affected the Recovery Plan such changes and procedures as are necessary to prevent the occurrence of further Epidemic Failures. CalAmp shall implement the Recovery Plan as soon as practicable and shall comply with the agreed action plan and time periods set out in the approved Recovery Plan. (c) Where Products within eight (8) Business Days after written notice experience defects or failures that would be part of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by but for the Specifications fact that the defects or (ii) a failure by a Component required by failures occurred after the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy end of the document filed Warranty Period, CalAmp shall provide to Customer components or other materials, instructions, and reasonable assistance as an exhibit omits necessary for Customer to repair such Products. Such components may be charged to Customer by CalAmp at the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version lesser of this document has been filed separately with the Securities and Exchange CommissionCalAmp’s actual cost or current replacement price.

Epidemic Failure. “IN THE EVENT THAT THERE IS AN EPIDEMIC FAILURE WITH ANY PRODUCT PROVIDED BY SUPPLIER TO CONTROL4 THAT REQUIRES A FIELD RECALL FOR PRODUCTS UNDER WARRANTY AND IT IS DETERMINED THAT SUCH EPIDEMIC FAILURE IS DUE TO A RECURRING ERROR IN SUPPLIER’S WORKMANSHIP AT OR ABOVE THE LEVELS AS SPECIFIED IN SECTION 1.2 ABOVE, SUPPLIER ACTIONS WILL BE SUBJECT TO THE FOLLOWING REQUIREMENTS: (a) Upon receipt of written notice by Control4 that there has been an Epidemic Failure” for any particular , Supplier shall promptly review the defective Product and data to determine whether the alleged Epidemic Failure resulted from a common root cause or causes which are covered by the Supplier’s warranty (a “Covered Epidemic Failure”). If it is mutually determined that there is a Covered Epidemic Failure, then Supplier shall mean within three (3) business days, unless otherwise agreed by the parties develop a failure resulting from plan to eliminate the defects in material, workmanshipall continuing production and to correct the problem in all affected units (including defective units and units known to be subject to or containing the systemic root cause failure that has been identified) of Product previously sold and delivered to Control4 during the period of Epidemic Failure, and manufacturing process, including but not limited to Supplier shall submit the use of Components with known defects. The Epidemic Failure clause shall be invoked [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure Control4 for Control4’s acceptance. Upon receiving Control4’s approval of any affected Product within seventy-two (72) hours of discovery. SUPPLIER such plan, which approval shall not be unreasonably withheld or delayed given Control4’s unique circumstances and end user needs, Supplier shall implement this the corrective action plan upon BUYER’s acceptance thereofat its expense. If the action such plan is not reasonably acceptable to BUYERControl4 or if exigent circumstances require that Control4 take immediate action, BUYER then, for the affected Products, (i) Supplier will extend the Warranty Period by an additional fifteen (15) months, (ii) Control4 can require SUPPLIER Supplier to repair or replace, at BUYERSupplier’s optioncost and as mutually agreed to by both Parties, all defective Product resulting from the affected Product. In addition Covered Epidemic Failure and (iii) Supplier will compensate Control4 for up to bearing Three Million Dollars ($3,000,000) worth of Control4’s documented direct costs to remove the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of defective Product from the Product to permit the field exchange or “hot swap” of Products at customer sitesfield. The parties Parties agree to make all use commercially reasonable efforts to complete the repair or replacement of all affected Products the Defective Product within eight a mutually-agreed time frame. In no event shall Supplier be required to conduct a product recall. (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an b) In the event the Epidemic Failure does not result from a defect for which Supplier is caused by responsible under the Product Warranty (i) e.g., is not a designCovered Epidemic Failure), then Supplier shall use commercially reasonable efforts to assist Control4, at Control4’s expense, to implement the corrective action required to remedy such Epidemic Failure. In such case Control4 shall be responsible for any expenses set forth herein, and Supplier shall obtain Control4’s written approval prior to incurring any such expenses. At Control4’s request and at Control4’s expense, Supplier shall take such legal action, including a BUYERcommencing and pursuing litigation or arbitration, if required in the underlying agreement, against any supplier/vendor in order to enforce Supplier’s/Control4’s warranty and/or other rights of recovery against any such supplier/vendor, it being the intention of the parties that Control4 shall be entitled to any and all sums or amounts recovered in such action. In pursuing such recovery, Supplier shall at all times cooperate with and assist Control4 in such matter, shall use counsel that has been approved in writing by Control4 and shall permit Control4 to control the prosecution of any such action. Control4 shall be responsible for all pre-approved out of pocket expenses, including reasonable attorney’s fees, incurred by Supplier in reasonably pursuing such litigation, including mutually agreed and reasonable internal or administrative costs or time expended by Supplier in managing pursuit of such recovery or in cooperating with and assisting Control4 in such litigation. (c) The remedies provided test process, as required by the Specifications or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations for in this Section 10.5 7.3 shall be the sole and BUYER shall pay exclusive remedies for any claim arising out of or relating to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in under this Section free of charge. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange CommissionAgreement.

Epidemic Failure. “(a) For the purposes of this Agreement, Epidemic Failure” Failure will be deemed to have occurred if more than [******] of any Products manufactured by SANMINA-SCI hereunder fail during the Warranty Period or sixty days thereafter in a manner attributable to the same "root cause" within any time period of ninety (90) days or if more than [******]% of any Products manufactured by SANMINA-SCI hereunder fail in a manner attributable to the same "root cause" within any time period of thirty (30) days. In such event,. In such event, without limiting SANMINA-SCl's obligations and ADAPTEC's remedies under Sections 8.1 and 8.4, SANMINA-SCI shall (i) promptly deliver to ADAPTEC a reasonable plan to correct the problem, (ii) SANMINA-SCI shall exert its best reasonable efforts to diagnose the problem; and (iii) SANMINA-SCI shall reimburse ADAPTEC for any particular Product shall mean a failure resulting from defects in materialcosts or expenses reasonably incurred by ADAPTEC to repair, workmanship, and manufacturing process, replace or retrofit the defective Products including but not limited to the use cost of Components with known defects. The Epidemic Failure clause shall be invoked recovery and replacement (or transportation) of such defective Products already sold to and used by customers, up to an amount not exceeding $[******]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede Upon the requirements acceptance of any expressed or implied warranty defined herein. In such plan by ADAPTEC, SANMINA-SCI shall implement the case plan and deliver to ADAPTEC progress reports relating thereto. (b) Upon ADAPTEC's notification to SANMINA-SCI of an epidemic failure, SUPPLIER’s obligation is Epidemic Condition: (i) ADAPTEC shall have the right to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair postpone all or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units part of the shipments of unshipped Product to permit that are affected by the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable efforts to complete the repair or replacement of all affected Products within eight (8) Business Days after Epidemic Condition without liability, by giving written notice of epidemic failure by BUYER such postponement to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments SANMINA-SCI, pending correction of replacement Product to cover BUYER’s supply requirements. If an the Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by the Specifications or Condition. (ii) SANMINA-SCI will provide ADAPTEC no later than five (5) business days following the Epidemic Condition a failure root cause analysis and corrective action plan. If, after review of the root cause analysis and corrective action plan, ADAPTEC determines that the Epidemic Condition necessitates a field stocking recall or customer based recall or retrofit, ADAPTEC, without waiving any other rights or remedies, may then elect to have SANMINA-SCI undertake all action and pay all reasonable costs and expenses associated with repairing or replacing the affected Product in the field or by a Component required return to SANMINA-SCI's expense within ten (10) business days from the determination of an Epidemic Condition by ADAPTEC. Alternatively, if SANMINA-SCI agrees to allow ADAPTEC to elect to perform repairs or make replacements, SANMINA-SCI will reimburse ADAPTEC for all reasonable costs and expenses ADAPTEC incurs for repair or replacement. Such Products, parts or upgrades will have the Specifications, highest shipping priority. (iii) misuse or damage during transit or damage by a third party The remedy for the affected Product will be incorporated in all subsequent Products (unless ADAPTEC otherwise directs) at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay additional charge to SUPPLIER the fees mutually agreed upon by the parties in writingADAPTEC. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the _______________________________________________________________________________________________________________________________________________________________________________________________ The symbol [***]. A complete version ***] is used to indicate that a portion of this document the exhibit has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portion. (c) If SANMINA-SCI is unable to develop a corrective action plan acceptable to ADAPTEC, or does not adequately take into account the business interest of ADAPTEC, or SANMINA-SCI refuses to carry out the agreed upon plan, ADAPTEC shall have the option to: (i) develop and implement such remedy or engage a third party to do so and, in such case, all such implementation costs, risk of in-transit loss and damages incurred by ADAPTEC shall be borne by SANMINA-SCI; (ii) cancel orders of Products affected by the Epidemic Condition without liability and return to SANMINA-SCI all Product affected by such Epidemic Condition for full refund, payable by SANMINA-SCI within thirty (30) days after receipt of returned Product (with risk of loss or in-transit damage borne by SANMINA-SCI) and/or (iii) terminate this Agreement without further liability.

Epidemic Failure. 9.1 For purposes of this Agreement, an “Epidemic Failure” will be deemed to have occurred if[***]. In the event of an Epidemic Failure, Supplier and NX will cooperate to implement a recovery plan. 9.2 In the event of an Epidemic Failure as described in Section 9.1: (i) all affected units that are in breach of warranty will be subject to repair or replacement, [***] (or if it cannot be repaired or replaced using commercially reasonable efforts, Supplier shall refund the price paid by NX to Supplier for any particular Product shall mean such unit); and (ii) Supplier is responsible for developing a failure resulting from defects remedy for solution based on sound engineering principles (which comply with Exhibit D, QMS-000224 Rev C—Section 8) within a [***] period of time, which must be approved by NX in material, workmanship, and manufacturing processwriting prior to implementation, including but not limited to a plan for any repair and replacement of Products, freight, labor, work around, recovery plan, solution or engineering changes. In addition, Supplier and NX will agree to a reasonable plan to address freight costs, labor costs, material costs and other incidental damages and expenses incurred in the use remediation of Components the Epidemic Failure, and allocation of any further costs in connection with known defectssuch Epidemic Failure. The For the avoidance of doubt, the parties agree that any amount (aa) attributed to Supplier under such plan or (bb) to be reimbursed by Supplier to Supplier to NX under any of the plans mentioned in this Section (ii) above, shall be subject to the [***] set out below. Warranty Period relevance: (a) In case the Epidemic Failure clause occurs outside of the Warranty Period, Supplier’s total liability with respect to its obligations under this Section 9 shall be invoked not exceed [***] (the “Outside Warranty Period Epidemic Failure Liability Cap”), and for the avoidance of doubt, the aforementioned cap shall include [***]. (b) In case the Epidemic Failure occurs within the Warranty Period, Supplier’s total liability with respect to its obligations under this Section 9 shall not exceed [***] (the “Within Warranty Period Epidemic Failure Liability Cap”), in addition to Supplier´s obligation to [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable efforts to complete the repair or replacement of all affected Products within eight (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by the Specifications or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

Epidemic Failure. If, during any consecutive ninety (90) day period of the term, the percentage of Products that fail to meet the above Warranty (as a result of the same symptom and same root cause) is cumulatively equal to or in excess of the “Product Warranty Failure Percentage” set forth in the associated Product Information Document for the same root cause, then such failure shall be considered an “Epidemic Failure.” for any particular If no Product shall mean Warranty Failure Percentage is set forth in a failure resulting from defects Product Information Document or if no Product Warranty Failure Percentage is specified in materiala Product Information Document , workmanship, and manufacturing process, including but not limited to the use of Components with known defects. The Epidemic default Product Warranty Failure clause Percentage shall be invoked [***]. The failure rate may be calculated [***], as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two three percent (723%) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable efforts to complete the repair or replacement of all affected Products within eight (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirementssame Product. If an Epidemic Failure is caused occurs, then: (a) Vendor shall, at its cost, provide Support Services (defined below) and/or, if deemed necessary by Blue Coat, at Vendor’s cost, ensure an effective quarantine, containment action, and disposition of suspect materials related to the Epidemic Failure at the Vendor, Blue Coat and/or Customer locations. (ib) a designVendor shall notify Blue Coat promptly and provide an initial problem verification report, including a BUYER-provided test process, as required by containment and failure analysis plan per the Specifications or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIER, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy of the document filed as an exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [***]Blue Coat SCAR Procedure. A complete version report, including permanent corrective and preventive action, shall be provided by the Vendor to Blue Coat within seven (7) calendar days of this document has been filed separately initial notification; (c) Vendor shall update Blue Coat on a daily basis with the Securities status and Exchange Commissionfindings of the foregoing analysis and plan and provide such other reasonable information required by Blue Coat in connection therewith; and (d) Blue Coat may immediately terminate this Agreement with respect to the affected Product if Vendor fails to act as required in accordance with preceding subsections.

Epidemic Failure. “Epidemic Failure” for any particular Product shall mean a failure resulting from defects in material, workmanship, and manufacturing processprocess and/or deficiencies, including but not limited to the use of Components with known known, inherent or latent defects, consistent make adjustments or excessive process variability. The Epidemic Failure clause shall be invoked when such failures occur either at a rate of [***]] or as otherwise specified in a Statement of Work. The failure rate may be calculated [***]as either (i) of the total number of a particular Product that contains such defects divided by the total number of that Product shipped to date, or (ii) the total number of a particular Product that has been registered with BUYER that contains such defect divided by the total number of that Product registered with BUYER to date, as determined by BUYER. Epidemic failures do not supersede the requirements of any expressed or implied warranty defined herein. In the case of an epidemic failure, SUPPLIER’s obligation is to propose an action plan to fix the failure of any affected Product within seventy-two (72) hours of discovery. SUPPLIER shall implement this action plan upon BUYER’s acceptance thereof. If the action plan is not acceptable to BUYER, BUYER can require SUPPLIER to repair or replace, at BUYER’s option, the affected Product. In addition to bearing the costs associated therewith, if . If requested by BUYER, SUPPLIER shall support and provide at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sites. The parties agree to make all reasonable best efforts to complete the repair or replacement of all affected Products within as soon as reasonably practicable with the objective of eight (8) Business Days after written notice of epidemic failure by BUYER to SUPPLIER. SUPPLIER also agrees that BUYER will be supported with accelerated shipments of replacement Product to cover BUYER’s supply requirements. If an Epidemic Failure is caused by (i) a design, including a BUYER-provided test process, as required by SUPPLIER’s failure to comply with the Specifications Specifications; or (ii) a failure by a Component required by the Specifications, (iii) misuse or damage during transit or damage by a third party at no fault of defect in SUPPLIER’s workmanship, SUPPLIER shall perform the obligations in this Section 10.5 and BUYER shall pay to SUPPLIER the fees mutually agreed upon by the parties in writingfree of charge. If an Epidemic Failure is caused by any other reason other than as set forth in the immediately preceding sentence, SUPPLIER shall perform the obligations set forth in this Section free of charge. Confidential treatment is being requested for portions of this document. This copy at BUYER’s expense and BUYER and SUPPLIER shall work to determine root cause and to the extent that failures are as set forth in the preceding sentence and such cost shall be the responsibility of the document filed as SUPPLIER. In the event an exhibit omits Epidemic Failure is caused by the confidential information subject failure of a Component required by the Specifications, SUPPLIER and BUYER will work together to the confidentiality request. Omissions are designated by resolve the symbol [***]. A complete version of this document has been filed separately defect with the Securities and Exchange CommissionComponent manufacturer.