Common use of Product End of Life Clause in Contracts

Product End of Life. Upon EOL notification from BROCADE to McDATA for the Hardware subassemblies and not withstanding any of the provisions in this section, BROCADE and McDATA will work together to facilitate a mutually agreed upon EOL plan. Provided that McDATA issues [*] no fewer than the following [*] of the following Hardware subassemblies per [*]: [*] as set forth in Exhibit A, and schedules a [*] of all such Hardware subassemblies in such [*] with a minimum of [*] leadtime for [*], then BROCADE agrees [*] the manufacture, sale or distribution of any such Product ("End of Life" or "EOL"). The pricing for Hardware subassemblies purchased at [*] shall be the prices set forth in Exhibit A in the [*]. In the contrary case, BROCADE shall have the right to provide McDATA with one hundred eighty (180) days' written notice of intent to EOL any Product provided to McDATA hereunder. McDATA may place orders for any demand during the first ninety (90) days of such EOL notice for delivery of affected Product(s) prior to the end of the notice period. To the extent that such orders exceed McDATA's previous forecast for such Product(s), the orders shall be non-cancelable. BROCADE shall accept only forecasted orders in the last [*] days of the stated notice period, and all such orders shall be non-cancelable. In addition, during such notice period, BROCADE shall have the right, in its sole discretion, to require payment for Product(s) from McDATA at the time such purchase orders are submitted. If any component of any of the four Hardware subassembly products set forth on Exhibit A is declared EOL and independent of McDATA's ability to maintain the minimum purchase requirement of the affected Hardware subassembly unit, BROCADE may declare the affected Hardware subassembly product EOL. Within [*] days of EOL notification from BROCADE ("EOL Notification Period"), McDATA may (i) [*] for the affected Hardware subassembly component, or (ii) notify BROCADE in writing that McDATA will [*] for sufficient units of the relevant component from [*] and arrange for the [*] to the facility designated by BROCADE ("Last Buy Notification"). Provided that BROCADE receives such Last Buy Notification within [*] days from the date of BROCADE's EOL notification, the parties will negotiate in good faith the terms whereby BROCADE would [*] the affected Hardware subassembly. In no event, however, shall BROCADE be required to resume the manufacture of an affected Hardware subassembly unit after [*] days from the end of the EOL Notification Period. BROCADE shall not be obligated to qualify new components, develop alternative sources or redesign the affected Hardware subassembly unit.

Product End of Life. Upon EOL notification from BROCADE to McDATA for the Hardware subassemblies and not withstanding any of the provisions in this section, BROCADE and McDATA will work together to facilitate a mutually agreed upon EOL plan. Provided that McDATA issues [*] no fewer than the following [*] of the following Hardware subassemblies per [*]: [*] as set forth in Exhibit A, and schedules a [*] of all such Hardware subassemblies in such [*] with a minimum of [*] leadtime for [*], then BROCADE agrees [*] the manufacture, sale or distribution of any such Product ("End of Life" or "EOL"). The pricing for Hardware subassemblies purchased at [*] shall be the prices set forth in Exhibit A in the [*]. In the contrary case, BROCADE shall have the right to provide McDATA with one hundred eighty (180) days' written notice of intent to EOL any Product provided to McDATA hereunder. McDATA may place orders for any demand during the first ninety (90) days of such EOL notice for delivery of affected Product(s) prior to the end of the notice period. To the extent that such orders exceed McDATA's previous forecast for such Product(s), the orders shall be non-cancelable. BROCADE shall accept only forecasted orders in the last [*] days of the stated notice period, and all such orders shall be non-cancelable. In addition, during such notice period, BROCADE shall have the right, in its sole discretion, to require payment for Product(s) from McDATA at the time such purchase orders are submitted. If any component of any of the four Hardware subassembly products set forth on Exhibit A is declared EOL and independent of McDATA's ability to maintain the minimum purchase requirement of the affected Hardware subassembly unit, BROCADE may declare the affected Hardware subassembly product EOL. Within [*] days of EOL notification from BROCADE ("EOL Notification Period"), McDATA may (i) [*] for the affected Hardware subassembly component, or (ii) notify BROCADE in writing that McDATA will [*] for sufficient units of the relevant component from [*] * Certain information on this page has been omitted and arrange for filed separately with the [*] Commission. Confidential treatment has been requested with respect to the facility designated by BROCADE ("Last Buy Notification")omitted portions. Provided that BROCADE receives such Last Buy Notification Asterisks within [*] days from the date of BROCADE's EOL notification, the parties will negotiate in good faith the terms whereby BROCADE would [*] the affected Hardware subassembly. In no event, however, shall BROCADE be required to resume the manufacture of an affected Hardware subassembly unit after [*] days from the end of the EOL Notification Period. BROCADE shall not be obligated to qualify new components, develop alternative sources or redesign the affected Hardware subassembly unitbrackets denote omissions.