Common use of Forecast Clause in Contracts

Forecast. At the outset of this Agreement Appendix A (Products) will identify those Products that have supply limitations and may set monthly and/or yearly maximum quantities based upon such limitations and Purchaser’s historical share of such Products, which thereafter may be updated with reasonable notice to Purchaser. Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-six (36) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders based on product availability, standard lead times (as set out in Parent’s systems or SpinCo’s systems, as applicable), and production schedules as of the time of Order. Any portion of a Forecast that is within one hundred and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate from the firm portion of a Forecast. Except as otherwise provided herein, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product availability, inventory levels, raw material, and any non-working inventory and arrange for a financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If, twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within twelve (12) months of such anticipated expiration or termination of this Agreement will be considered binding on both Parties and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast; provided, that, this sentence does not apply to PFAS Products, which are governed by Section 3.4(b). If the Parties identify potential supply limitations or other capacity constraints in connection with the Forecast or the mutually agreed purchase schedule, the Parties (coordinated via the SA Contacts) will discuss in good faith commercially reasonable alternatives to address such capacity constraints.

Forecast. At Purchaser shall, no later than the outset third day of this Agreement Appendix A each month (Products) will identify those Products that have supply limitations in Foxconn’s time zone), monthly provide and may set monthly and/or yearly maximum quantities based upon such limitations and Purchaser’s historical share of such Products, which thereafter may be updated with reasonable notice to Purchaser. Purchaser will provide Supplier a non-binding Forecast each quarter for its forecasted needs for Product prepared on a thirty-update rolling six (366) month rolling basis. Where no Forecast for a Product exists, Supplier may accept and fill any Orders months forecasts to Foxconn based on product availabilityits anticipated monthly demands for Products (“Forecast”) and Foxconn shall be authorized to purchase the Components, standard considering (i) their respective lead times (“Component Lead Time”), and (ii) production lead time and logistics lead time of the Product. For greater clarity, Purchaser hereby agrees and authorizes that Foxconn may purchase Components in accordance with (i) the volume of Product as set out in Parentthe Forecast, and (ii) the minimum order quantity requirement of certain Components requested by the respective Component vendors (“Component’s systems or SpinCo’s systems, as applicableMOQ”), whichever is greater, provided that Foxconn shall provide Airspan with the list relating to such Component’s MOQ, Component’s lead times and production schedules as Component classification. Foxconn shall (i) provide Purchaser with a list of Components which are subject to Component’s MOQ requirements, and will update that list upon any changes in any Component’s MOQ requirements, and (ii) weekly provide and update the time quantity of Order. Any portion of a Forecast that is within one hundred Components purchased and twenty (120) days will be considered binding on both Parties and Orders will be placed accordingly unless the parties mutually agree to deviate ordered by Foxconn from the firm portion of a Forecast. Except as otherwise provided hereinrelated suppliers in accordance with this Section 6.1, a Forecast is not a contractual obligation of either Party. The Parties will meet four (4) times per year to review Product availabilitywhether the Components are received by Foxconn or not, inventory levels, raw material, and any non-working inventory and arrange for a financial settlement of incurred costs to the extent that Purchaser’s placed Orders did not adhere to the binding portion of a Forecast. If, twelve months prior to the anticipated expiration or termination of this Agreement, Purchaser has failed to obtain a Governmental Approval that is required with respect to a Regulated Product being supplied at that time under this Agreement despite having taken reasonable and timely steps to obtain such Governmental Approval, the portion of the most recent Forecast relating to such Regulated Products that is within Components’ lead times exceeds twelve (12) months weeks. Any Forecasts provided by Purchaser are for planning purposes only and do not constitute a commitment by Purchaser to purchase the quantities of such anticipated expiration or termination Product listed on a given Forecast, subject to Purchaser’s performance of its responsibility of E&O Inventory as set out in Section 7 of this Agreement will Agreement. In the event that Purchaser shall fail to provide a Forecast prior to an appropriate date considering the mutually scheduled mass production date as well as Component Lead Time, Purchaser shall provide to Foxconn an authorization letter (“Authorization”) for Foxconn to purchase the Components in accordance with the volume of Product or Components specified in said Authorization. For removal of doubts, Purchaser hereby acknowledges and agrees that said Authorization shall be considered binding on both Parties deemed as certain Forecast of Product and Orders will be placed accordingly unless the Parties mutually agree to deviate from the firm portion of a Forecast; provided, that, this sentence does not Section 7 hereof shall apply to PFAS Products, which are governed by Section 3.4(b)the Components purchased in accordance with such Authorization. If the Parties identify potential supply limitations or other capacity constraints in connection with the Forecast or the mutually agreed purchase schedule, the Parties (coordinated via the SA Contacts) will discuss in good faith commercially reasonable alternatives to address such capacity constraints.Foxconn PROPRIETARY & CONFIDENTIAL