Common use of Material Procurement Clause in Contracts

Material Procurement. (a) Seller shall purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted Orders will constitute authorization for Seller to procure, using the purchasing practices set forth in this Agreement, the components, materials and supplies necessary for the manufacture of Products ("Inventory") covered by such purchase orders. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In addition, Buyer may authorize Seller to purchase, in amounts beyond the amount necessary to fill accepted Orders, the components, materials, and supplies: (i) with lead times greater than ***** days at the time the Order is placed ("Long Lead Time Components") plus ***** days to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount in order to achieve price targets ("Economic Order Inventory"), and (iii) purchased in excess of requirements because of minimum lot sizes available from manufacturers ("Minimum Order Inventory"). Together these are called "Special Inventory". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) days prior to such purchase. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this Section. During the ten day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this Agreement. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. (d) Seller may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders in effect at the time the order with the supplier is placed, and may reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders and Product forecast, in each case only if authorized by Buyer as set forth in Section 6.4(c) above. Seller may, from time to time, at the written request of Buyer hold Long Lead Time Components and finished Products in inventory to increase Buyer's sourcing flexibility in amounts authorized by Buyer and at the expense of Buyer. The components and quantities of all such inventory will be documented in a separate letter and signed by both Seller and Buyer. (e) Buyer will be responsible for all Approved Special Inventory purchased by Seller under this Section 6.4 if such purchases are authorized by Buyer pursuant to this Section 6.4. Seller shall be responsible for any Special Inventory not approved by Buyer and all other Inventory.

Material Procurement. (a) Seller shall A. Customer’s accepted purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted Orders orders will constitute authorization for Seller Supplier to procure, using the standard purchasing practices set forth in this Agreementpractices, the labor, components, materials and supplies necessary for the manufacture of Products ("“Inventory"”) covered by such purchase orders. ***** Certain information on this page has been omitted and filed separately . B. Only with the Securities prior approval of Customer may Supplier purchase any Inventory in excess of the Inventory required to manufacture the Products covered by Customer’s three-month purchase order. Therefore, Customer and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In addition, Buyer Supplier may authorize Seller to purchaseagree, in amounts beyond the amount necessary to fill accepted Orderswriting, the that Supplier may purchase components, materials, and supplies: (i) with lead times greater than ***** days at exceeding the time period covered by the Order is placed accepted purchase orders for the Products to the extent necessary for the manufacture of additional Products covered by Customer’s Quantity Requirements ("“Long Lead Time Components"”) plus ***** days to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount in order for purchase orders to achieve price targets ("“Economic Order Inventory"”), and (iii) purchased in excess of requirements for purchase orders because of minimum lot sizes available from manufacturers ("“Minimum Order Inventory"”). Together these are called "“Special Inventory". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) days prior to such purchase. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory”. C. In addition, and a reference to Buyer's obligations under this Section. During the ten day periodupon Customer’s written request, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this Agreement. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. (d) Seller Supplier may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders in effect at the time the order with the supplier is placed, and may reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders and Product forecast, in each case only if authorized by Buyer as set forth in Section 6.4(c) above. Seller may, from time to time, at the written request of Buyer time hold Long Lead Time Components and finished Products in inventory to increase Buyer's Customer’s sourcing flexibility in amounts authorized by Buyer and at the expense of Buyerflexibility. The components and quantities of all such inventory and the associated cost will be documented in a separate letter agreement and signed by both Seller Supplier and BuyerCustomer. (e) Buyer will be responsible D. Provided that all terms and conditions of paragraph 2.4 are met, if Customer fails to purchase all of the Products specified in any purchase order that conform to the warranty set forth in paragraph 4.3, the Customer agrees to reimburse the Supplier for all Approved Inventory and Special Inventory purchased by Seller under this Section 6.4 if Supplier in reliance on a Customer’s Purchase Order that cannot be used by Supplier to manufacture the Products because of Customer’s failure to so purchase such purchases are authorized by Buyer pursuant Products (a “Reimbursement Amount”). Supplier agrees to this Section 6.4maintain a sufficient inventory at its location to ensure meeting the agreed-upon delivery schedule. Seller shall be responsible for any Special Inventory not approved by Buyer and all other InventoryIf Supplier agrees to ship on a weekly or monthly basis, Supplier agrees to maintain a minimum one-month inventory of raw materials and/or components at its location to ensure meeting the weekly or monthly delivery schedule.

Material Procurement. (a) Seller shall Replay Networks' accepted purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted Orders orders will constitute authorization for Seller Flextronics to procure, using the standard purchasing practices set forth in this Agreementpractices, the components, materials and supplies necessary for the manufacture of Products ("Inventory") covered by such purchase orders. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In addition, Buyer may authorize Seller Replay Networks authorizes Flextronics to purchase, in amounts beyond the amount necessary to fill accepted Orderspurchase orders, the components, materials, and supplies: (i) with lead times greater than [***** ] days at the time the Order order is placed ("Long Lead Time Components") plus [***** days ] to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount in order to achieve price targets ("Economic Order Inventory"), and (iii) purchased in excess of requirements because of minimum lot let sizes available from manufacturers ("Minimum Order Inventory"). Together these are called "Special Inventory". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) days prior to such purchaseCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this SectionCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. During the ten day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized[***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this AgreementCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. (d) Seller Flextronics may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders purchase orders and Product forecast in effect at the time the order with the supplier is placed, and may reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders purchase orders and Product forecast, in each case . Economic Order Inventory shall be purchased by Flextronics only if authorized by Buyer as set forth in Section 6.4(c) abovewith the prior approval of Replay Networks. Seller Flextronics may, from time to time, at the written request of Buyer hold Long Lead Time Components and finished Products goods in inventory to increase Buyer's sourcing flexibility in amounts authorized by Buyer and at the expense of BuyerReplay Networks flexibility. The components and quantities of all such inventory will be documented in a separate letter and signed by both Seller Flextronics and Buyer. (e) Buyer Replay Networks. Replay Networks will be responsible for all Approved Inventory and Special Inventory purchased by Seller Flextronics under this Section 6.4 if such purchases are authorized by Buyer pursuant to 2.1 under the conditions provided elsewhere in this Section 6.4. Seller shall be responsible for any Special Inventory not approved by Buyer and all other InventoryAgreement.

Material Procurement. (a) Seller shall purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted Orders will constitute authorization for Seller to procure, using the purchasing practices set forth in this Agreement, the components, materials and supplies necessary for the manufacture of Products ("Inventory") covered by such purchase orders. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In addition, Buyer may authorize Seller to purchase, in amounts beyond the amount necessary to fill accepted Orders, the components, materials, and supplies: (i) with lead times greater than ***** days at the time the Order is placed ("Long Lead Time Components") plus ***** days to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount in order to achieve price targets ("Economic Order Inventory"), and (iii) purchased in excess of requirements because of minimum lot sizes available from manufacturers ("Minimum Order Inventory"). Together these are called "Special Inventory". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) ***** days prior to such purchase. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this Section. During the ten ***** day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this Agreement. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not ***** Portions redacted pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. (d) Seller may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders in effect at the time the order with the supplier is placed, and may reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders and Product forecast, in each case only if authorized by Buyer as set forth in Section 6.4(c) above. Seller may, from time to time, at the written request of Buyer hold Long Lead Time Components and finished Products in inventory to increase Buyer's sourcing flexibility in amounts authorized by Buyer and at the expense of Buyer. The components and quantities of all such inventory will be documented in a separate letter and signed by both Seller and Buyer. (e) Buyer will be responsible for all Approved Special Inventory purchased by Seller under this Section 6.4 if such purchases are authorized by Buyer pursuant to this Section 6.4. Seller shall be responsible for any Special Inventory not approved by Buyer and all other Inventory.

Material Procurement. (a) Seller shall purchase materials The material procurement undertaking, pursuant to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted Orders will constitute authorization for Seller to procure, using the purchasing practices set forth in this Agreement, will be carried-out by the components, materials and supplies necessary for the manufacture of Products ("Inventory") covered by such purchase ordersContractor. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect The Contractor carries full responsibility to the omitted portionsmaterial procurement. (c) In addition, Buyer may authorize Seller to purchase, in amounts beyond the amount necessary to fill accepted Orders, the components, materials, and supplies: (i) with lead times greater than ***** days at the time the Order is placed ("Long Lead Time Components") plus ***** days to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount in order to achieve price targets ("Economic Order Inventory"), and (iii) purchased in excess of requirements because of minimum lot sizes available from manufacturers ("Minimum Order Inventory"). Together these are called "Special Inventory". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) days prior to such purchase. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this Section. During the ten day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized. In the event Buyer notifies Seller that Seller 7.1 Contractor is authorized to purchase materials using standard purchasing practices including, but not limited to acquisition of materials recognizing Economic Order Quantity, ABC buy policy and long lead time components management, in order to meet ** REPRESENTS MATERIAL WHICH HAS BEEN REDACTED AND SEPARATELY FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT PURSUANT TO RULE 406 UNDER THE SECURITIES ACT OF 1933, AS AMENDED. the requirements of Customer's orders and forecasts. Economic Order Quantity for items which are un-returnable to vendor or un-usable for other clients of the Contractor must be pre-approved by Customer. Long lead items may be ordered taking into the account the Forecast, provided that orders of long lead items for the Forecast Period will be pre-approved. Customer recognizes its financial responsibility for the materials purchased by Contractor on behalf of Customer and according to the orders and forecasts properly issued by Customer. 7.2 Customer reserves the right to purchase and/or produce some of the required materials and give the said materials to Contractor for the purpose of manufacturing Customer's Products. The list of the said materials will be stipulated when and if such Special Inventory, a situation will arise. Transportation of any tools and materials during the Special Inventory work process between Customer's and Contractor's sites shall be considered carried out by Contractor immediately when the need arises at the Contractor's cost and responsibility. 7.3 Contractor is responsible for monitoring supplier's quality, according to be "Approved Special Inventory" the specifications provided by Customer for purposes all purchased materials. 7.4 Subject to section 15 hereto, in the event of termination of this Agreement. In Agreement or a cancellation of a Purchase Order, and/or discontinuance of a Product, or excess materials created by an Engineering Change, Customer agrees to compensate Contractor for unused Products and material inventory which are affected by such termination, cancellation or discontinuance, as follows: (i) The prevailing contract price of all Products, ready for delivery in Contractor's possession; (ii) The cost of material inventory, whether in raw form or work in process, which are not returnable to the event Buyer does not so notify Sellervendor, Seller shall consider the purchase or usable for other Contractor's customers, including economic order quantities of the Special Inventory not to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreementunique parts. (diii) Seller may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders in effect at the time the cost of materials on order with the supplier is placed, and may reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders and Product forecast, in each case only if authorized by Buyer as set forth in Section 6.4(c) above. Seller may, from time to time, at the written request of Buyer hold Long Lead Time Components and finished Products in inventory to increase Buyer's sourcing flexibility in amounts authorized by Buyer and at the expense of Buyer. The components and quantities of all such inventory will which cannot be documented in a separate letter and signed by both Seller and Buyercancelled. (eiv) Buyer will be responsible for all Approved Special Inventory purchased by Seller under this Section 6.4 if such purchases are authorized by Buyer pursuant to this Section 6.4. Seller the above applicable compensation, the Contractor shall be responsible entitled to a handling fee of 3% of the compensation due. (v) payment shall be made to Contractor against delivery of the compensated Products and materials to Customer. The above compensation shall be the sole compensation due to Contractor as a result thereof. 7.5 Contractor shall undertake all possible efforts to cancel all applicable materials purchase orders and reduce materials inventory through return for any Special Inventory not approved by Buyer and all other Inventorycredit programs or allocate materials for alternate programs, if applicable.

Material Procurement. (a) Seller shall Replay Networks' accepted purchase materials to manufacture Products necessary to comply with its obligations to supply Products specified in Exhibit C. Seller shall use in its production of Products such parts and components of a type, quality, and grade as were used in the Products when they were initially qualified under this Agreement. Seller shall make no substitution of any components, raw materials or vendors which would affect the reliability of the Products without Buyer's written consent. In the event such substitution is requested by Seller, Seller shall provide documented evidence of the qualification of such components, raw materials or vendors in accordance with Buyer's Component Qualification Procedures identified in Exhibit K. Seller shall not use materials with date codes older than one (1) year without Buyer's consent. (b) Buyer's accepted Orders orders will constitute authorization for Seller Flextronics to procure, using the standard purchasing practices set forth in this Agreementpractices, the components, materials and supplies necessary for the manufacture of Products ("Inventory") covered by such purchase orders. ***** Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. (c) In addition, Buyer may authorize Seller Replay Networks authorizes Flextronics to purchase, in amounts beyond the amount necessary to fill accepted Orderspurchase orders, the components, materials, and supplies: (i) with lead times greater than [***** ] days at the time the Order order is placed ("Long Lead Time Components") plus [***** days ] to account for the order, shipment, receipt and manufacturing time and, (ii) purchased in quantities above the required amount in order to achieve price targets ("Economic Order Inventory"), and (iii) purchased in excess of requirements because of minimum lot sizes available from manufacturers ("Minimum Order Inventory"). Together these are called "Special Inventory". Seller shall notify Buyer's Purchaser Representative of its intent to Purchase Special Inventory at least ten (10) days prior to such purchaseCERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. Such notice shall contain a detailed identification of the Special Inventory to be purchased, the proposed purchase price, the vendor supplying the Special Inventory, and a reference to Buyer's obligations under this SectionCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. During the ten day period, Buyer shall notify Seller whether or not the purchase of such Special Inventory is authorized[***] = CERTAIN INFORMATION ON THIS PAGE HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION. In the event Buyer notifies Seller that Seller is authorized to purchase such Special Inventory, the Special Inventory shall be considered to be "Approved Special Inventory" for purposes of this AgreementCONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. In the event Buyer does not so notify Seller, Seller shall consider the purchase of the Special Inventory not to be authorized by Buyer and such Special Inventory shall not be considered "Approved Special Inventory" for any purpose of this Agreement. (d) Seller Flextronics may purchase Long Lead Time Components sufficient to meet all deliveries under the Orders purchase orders and Product forecast in effect at the time the order with the supplier is placed, and may reasonably purchase Minimum Order Inventory even if greater than the amount necessary to meet Orders purchase orders and Product forecast, in each case . Economic Order Inventory shall be purchased by Flextronics only if authorized by Buyer as set forth in Section 6.4(c) abovewith the prior approval of Replay Networks. Seller Flextronics may, from time to time, at the written request of Buyer hold Long Lead Time Components and finished Products goods in inventory to increase Buyer's sourcing flexibility in amounts authorized by Buyer and at the expense of BuyerReplay Networks flexibility. The components and quantities of all such inventory will be documented in a separate letter and signed by both Seller Flextronics and Buyer. (e) Buyer Replay Networks. Replay Networks will be responsible for all Approved Inventory and Special Inventory purchased by Seller Flextronics under this Section 6.4 if such purchases are authorized by Buyer pursuant to 2.1 under the conditions provided elsewhere in this Section 6.4. Seller shall be responsible for any Special Inventory not approved by Buyer and all other InventoryAgreement.