Common use of Procurement Agreement Clause in Contracts

Procurement Agreement. Subject to the terms and conditions set forth herein, Hitachi and OpNext Japan shall, simultaneous with the execution of this Agreement, enter into a definitive procurement agreement on commercially reasonable terms pursuant to which Hitachi may purchase Optronic Components from OpNext Japan (the “Procurement Agreement”). The Procurement Agreement will contain the definitive terms for Hitachi’s purchase of any Optronic Components from OpNext Japan, including but not limited to the following: (i) price and payment terms; (ii) establishment of a rolling forecast of demand by Hitachi for its Optronic Components needs; (iii) shipment and delivery terms; (iv) title and risk of loss; (v) inspection rights; (vi) quality control; (vii) warranty(ies); (viii) intellectual property rights; and (ix) modification and cancellation of purchase orders. The Procurement Agreement and any other procurement agreement entered into between Hitachi and any other member of the OpNext Group shall in all cases be subject to the terms and conditions set forth in Section 2.1 hereof. The Procurement Agreement shall be governed by the laws of Japan and any dispute arising therefrom shall be arbitrated in accordance with Section 8 and Exhibit A hereof. In the event that Optronic Components are offered for sale by any other member of the OpNext Group (other than OpNext Japan), Hitachi and such other member of the OpNext Group will enter into a definitive procurement agreement on substantially the same terms as the Procurement Agreement (except that the governing law shall be the jurisdiction of organization of such other member of the OpNext Group).