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. “Except as may otherwise be provided in a Production File, in the event that, at any time within [*] after Delivery, more than [*] of any given Product sold and delivered to Trimble within any [*] period fails to operate properly as the result of improper Solectron workmanship, then an Epidemic Failure shall be deemed to have occurred. Upon notice by Trimble to Solectron of any Epidemic Failure” for any particular , Solectron shall promptly develop a plan to eliminate the problem in all continuing production and to correct the problem in all affected units of Product shall mean a failure resulting from defects in material, workmanship, previously sold and manufacturing process, including but not limited delivered to the use of Components with known defects. The Epidemic Failure clause shall be invoked Trimble during said [***]] time period. 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 Solectron shall submit such plan to fix the failure Trimble for Xxxxxxx'x acceptance. Upon receiving Xxxxxxx'x approval of any affected Product within seventy-two (72) hours of discovery. SUPPLIER such plan, Solectron shall implement this the corrective action plan upon BUYER’s acceptance thereofat its expense. If the action such plan is not acceptable to BUYERTrimble, BUYER then Trimble can require SUPPLIER Solectron to repair or replace, at BUYER’s Xxxxxxx'x option, the affected Product. In addition to bearing the costs associated therewith, if requested by BUYER, SUPPLIER shall support and provide Product at SUPPLIER’s expense a sufficient number of units of the Product to permit the field exchange or “hot swap” of Products at customer sitesSolectron's cost. The parties agree to make all use reasonable efforts to complete the repair or replacement of all the affected Products Product 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 such Epidemic Failure is caused provided to Solectron. For epidemic failures that are affecting current production, Solectron shall identify the problem and develop a plan to solve it within [*] of Xxxxxxx'x notice. In the event of an epidemic failure due to a common cause which is neither (A) otherwise covered by the previous paragraph; nor (B) due to (i) a Trimble Product design, including a BUYER-provided test process, as required by the Specifications or (ii) a failure by a Component required by the SpecificationsTrimble-supplied test design, or (iii) misuse or damage during transit or damage by a third party at no fault of SUPPLIERTrimble Proprietary Component; the Parties will use reasonable efforts to determine, SUPPLIER shall perform address and resolve such failure and its consequences. In the obligations event any failure described in this Section 10.5 and BUYER shall pay paragraph 17.2 arises from defects in materials supplied to SUPPLIER the fees mutually agreed upon by the parties in writing. If an Epidemic Failure is caused Solectron by any other reason other than as set forth in third party, Solectron shall share, assign or pass through to Trimble any related concession from or claim against 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 Commissionrelevant supplier.

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.

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.