SANMINA. SCI shall process the MPS through industry-standard software (the "MRP Software") that will break down CUSTOMER's Product requirements into Components, Sub Assemblies and Finished Goods Hub requirements. When no Product testing (in-circuit or functional testing) is required by CUSTOMER, SANMINA-SCI will use commercially reasonable efforts to schedule delivery of all Components to SANMINA-SCI [+] working days before the Products are scheduled to ship to CUSTOMER; in the event Product testing is required, SANMINA-SCI will use commercially reasonable efforts to schedule delivery of all Components to SANMINA-SCI [+] before the Products are scheduled to ship to CUSTOMER.
SANMINA. SCI shall take the Order and Forecast and generate a Master Production Schedule (“MPS”) for a twelve-month period in accordance with the process described in this Section. The MPS shall define the master plan on which SANMINA-SCI shall base its procurement, internal capacity projections and commitments. SANMINA-SCI shall use CUSTOMER’s Order to generate the first three (3) months of the MPS and shall use CUSTOMER’s Forecast to generate the subsequent nine (9) months of the MPS. * * * Indicates that confidential treatment has been sought for this information.
SANMINA. SCI's Indemnification. SANMINA-SCI shall indemnify, defend, and hold CUSTOMER and CUSTOMER's affiliates, shareholders, directors, officers, employees, contractors, agents and other representatives (the "Customer-Indemnified Parties") harmless from all third party demands, claims, actions, causes of action, proceedings, suits, assessments, losses, damages, liabilities, settlements, judgments, fines, penalties, interest, costs and expenses (including fees and disbursements of counsel) of every kind (each a "Claim," and, collectively "Claims") (i) based upon personal injury or death or injury to property (other than damage to the Product itself, which is handled in accordance with Article 7/Warranty) to the extent any of the foregoing is proximately caused either by the negligent or willful acts or omissions of SANMINA-SCI or its officers, employees, subcontractors or agents and/or (ii) arising from or relating to any actual or alleged infringement or misappropriation of any patent, trademark, mask work, copyright, trade secret or any actual or alleged violation of any other intellectual property rights arising from or in connection with SANMINA-SCI's manufacturing processes or SANMINA-SCI-furnished items, which are items used by SANMINA-SCI in its manufacturing processes excluding Components.
SANMINA. SCI agrees to maintain during the term of this Agreement (a) workers' compensation insurance as prescribed by the law of the state in which SANMINA-SCI's services are performed; (b) employer's liability insurance with limits of at least $500,000 per occurrence; (c) commercial automobile liability insurance if the use of motor vehicles is required, with limits of at least $1,000,000 for bodily injury and property damage for each occurrence; (d) commercial general liability insurance, including blanket contractual liability and broad form property damage, with limits of at least $1,000,000 combined single limit for personal injury and property damage for each occurrence; and (e) commercial general liability insurance endorsed to include products liability and completed operations coverage in the amount of $1,000,000 for each occurrence. SANMINA-SCI shall furnish to CUSTOMER certificates or evidence of the foregoing insurance indicating the amount and nature of such coverage and the expiration date of each policy. Each Party agrees that it, its insurer(s) and anyone claiming by, through, under or in its behalf shall have no claim, right of action or right of subrogation against the other Party and the other Party's affiliates, directors, officers, employees and customers based on any loss or liability insured against under the insurance required by this Agreement.
SANMINA. SCI shall take the Order and Forecast and generate a Master Production Schedule ("MPS") for a twelve-month period in accordance with the process described in this Section. The MPS shall define the master plan on which SANMINA-SCI shall base its procurement, internal capacity projections and commitments. SANMINA-SCI shall use CUSTOMER's Order to [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION generate the first three (3) months of the MPS, inform the Component vendors of forward requirements, and shall use CUSTOMER's Forecast to generate the subsequent nine (9) months of the MPS, also to be communicated to the component vendors.
SANMINA. SCI shall use Confidential Information solely in connection with its performance of this Agreement, and shall not disclose Confidential Information to anyone other than CUSTOMER or SANMINA-SCI employees who have a reasonable need to know for purposes of SANMINA-SCI's performance hereunder. SANMINA-SCI shall, upon CUSTOMER's request or upon completion of the Agreement, whichever comes first, promptly return all such specifications, microcode and other Confidential Information (including all copies) to CUSTOMER, or if so directed by CUSTOMER destroy them, and shall promptly certify in writing that SANMINA-SCI has done so. The obligations hereunder shall survive any expiration or termination of this Agreement for a period of five (5) years. Notwithstanding anything to the contrary in this Agreement, SANMINA-SCI shall ensure that the only individuals who shall have the right to have access to Microcode, or to act on behalf of SANMINA-SCI with respect to Microcode pursuant to the license granted with respect thereto shall be those regular fulltime employees of SANMINA-SCI As a condition of this Agreement, SANMINA-SCI shall ensure that each Authorized Employee has executed in a legally-binding fashion, and with copy available for inspection by CUSTOMER, a confidentiality agreement in substantially the form and format described in EXHIBIT I ("AUTHORIZED EMPLOYEE AGREEMENT"), and SANMINA-SCI further agrees to the enforcement of such confidentiality agreement. In the event that any Authorized Employee ceases for any reason to be employed by SANMINA-SCI, SANMINA-SCI shall inform CUSTOMER as soon as practically possible of his or her departure SANMINA-SCI shall thereafter promptly select another qualified regular, full-time employee of SANMINA-SCI, and shall ensure that a corresponding confidentiality agreement is thereupon executed by such Authorized Employee and returned to CUSTOMER, as hereinabove described.
SANMINA. SCI Support Team Staffing. SANMINA-SCI shall make reasonable commercial efforts to provide a fully staffed support team, made up of individuals qualified for their respective positions. 02-01-05 [+] DESIGNATES PORTIONS OF THIS DOCUMENT THAT HAVE BEEN OMITTED PURSUANT TO A REQUEST FOR CONFIDENTIAL TREATMENT FILED SEPARATELY WITH THE COMMISSION As long as total revenue realized by the primary manufacturing plant attributable to CUTOMER'S purchases remains above [+], SANMINA-SCI shall provide CUSTOMER with a dedicated Program Manager. To the extent reasonably possible, SANMINA-SCI shall advise CUSTOMER in advance of any plans to change the Program Manager, provide CUSTOMER with a summary of the planned replacement's experience and qualifications, and shall carefully consider any input CUSTOMER may have as to the suitability of the planned replacement.
SANMINA. SCI will maintain and manage the on order positions for strategic inventory Components. SANMINA-SCI's liability will be to reasonably manage these Components, which includes reschedule in and out of material as required and as accepted by suppliers, given the SSI inputs and market conditions. In the event that SSI's rescheduling of Product deliveries beyond the originally scheduled due date create additional liabilities, SSI will be informed and will approve such charges before SANMINA-SCI formalizes the reschedule with the supplier. SANMINA-SCI and SSI will regularly review its NCNR terms with SSI AVL vendors (including long lead-time Components), non-returnable Components on hand, levels of work in process material (and direct out-of-pocket labor costs previously incurred in manufacturing the work in progress), and kanban quantities on hand, with the goal toward continual reductions in these items, including possible renegotiation of contracts with vendors when circumstances permit it. If SSI is required by this Agreement to pay for costs billed by third party supplier associated with non-cancelable orders (including long lead-time, non-cancelable, and non-returnable orders) and non-returnable items on hand, SSI will first have the option of purchasing the items from the third party, assuming the contract with the third party supplier, or otherwise dealing directly with the supplier to determine ways in which SSI could encourage the supplier to reduce lead-times, non-cancelable restrictions, and non-returnable restrictions (example: SSI may have options with other SSI divisions not available to SANMINA-SCI).
SANMINA. SCI's liability for Product Warranty Claims shall be at SANMINA-SCI's option, to repair the defective unit, to replace the defective unit, or to refund the Product Purchase Price. All Warranty Products repaired or replaced under this Product Warranty shall be covered for the remaining Product Warranty period, or for [*], whichever expires last.
SANMINA. SCI understands that particular SSI customer requirements may modify existing Quality programs. SSI understands that depending on the scope of such modification, pricing may have to be adjusted for increased or decreased cost. SANMINA-SCI shall purchase material according to SSI's approved vendor's list (AVL) and will not be allowed to make part substitutions without prior written approval from SSI. SSI shall (at SSI discretion) perform incoming inspection and/or acceptance test upon receipt of Products shipped by SANMINA-SCI. Products not inspected or tested by SSI upon receipt shall be covered under the Product Warranty. All non-conforming warranty Product returns, must be returned in accordance to SANMINA-SCI's Return Material Authorization (RMA) procedures as stated in this Agreement.
