Second Sourcing Clause Samples

Second Sourcing i. Notwithstanding Section 2.1(a), AMD may source up to [****] percent ([****]%) of AMD’s and the Remaining Discovery Subsidiaries’ quarterly MPU Product Wafer requirements with [****] at Process Nodes of [****] nm or greater, until [****] establishes a fabrication facility at an [****] outside [****] with Qualified Processes to manufacture the applicable MPU Products for AMD. ii. If at any time while AMD may purchase the applicable MPU Products from [****], FoundryCo cannot deliver in a timely manner Qualified Products produced on Qualified Processes that meet the Specifications in accordance with Binding Forecasts, the Partnership Committee shall promptly address the situation, including conducting a prompt review process and implementing a corrective action plan. If, however, such failure to so deliver such Products is causing AMD to fail to meet its material commitments to its customers, and AMD as a result needs to purchase greater MPU Product volumes from [****] than otherwise set forth above, AMD may increase its purchases at [****] for the affected MPU Products above the [****] percent ([****]%) maximum to meet such customer requirements. AMD may thereafter continue to purchase MPU Products over the [****] percent ([****]%) maximum until such time as FoundryCo demonstrates, as mutually agreed upon, that FoundryCo can meet the relevant Specifications and Yields for such MPU Product in a manner reasonably comparable or better than those of [****], as well as meet the applicable supply commitments set forth in this Agreement or as actually required by AMD. iii. Upon request from AMD and [****], FoundryCo agrees to use commercially reasonable efforts to provide technical assistance to [****] with respect to an agreed upon plan to enable [****]’s efforts to manufacture the applicable MPU Products, including, subject to any applicable third-party sublicensing and disclosure restrictions, granting access and rights to necessary process technology, provided that [****] agrees to use such assistance solely to manufacture applicable MPU Products for AMD and to enter into a confidentiality agreement reasonably satisfactory to FoundryCo. AMD agrees to bear the reasonable expenses approved in advance by AMD and actually incurred by FoundryCo to provide such assistance. iv. Notwithstanding any of the foregoing, upon the occurrence of [****] Change of Control Transaction, AMD shall not be permitted thereafter to engage [****] as a second source manufacturer of an...

Second Sourcing. At any time after Delivery of the first two (2) million units of :CAT Products, or should a need for a Second Source arise pursuant to Section 12.6 ("Delays"), Section 3.11 ("Large Scale Failures"), or Tandy's rejection of an Order due to the inability of an Authorized Manufacturer to fill the Order pursuant to Section 3.4(c) ("Order Rejection"), Tandy agrees that Digital Convergence may purchase :CAT Products from manufacturers other than those Authorized Manufacturers utilized by Tandy to perform its services under this Agreement (collectively "Second Sources"), provided that: (i) Digital Convergence has paid all invoices properly and currently due (including costs and work in progress); and (ii) Digital Convergence provides sixty (60) days prior written notice to Tandy that Digital Convergence intends to purchase :CAT Products from Second Sources. The decision by Digital Convergence to Second Source :CAT Products shall be made in good faith, and Digital Convergence shall deal fairly with Tandy in all Second Source situations. Digital Convergence shall not deal directly with any Authorized Manufacturer without the prior written consent of Tandy. Should Digital Convergence decide to obtain a Second Source for reasons of cost reduction, Digital Convergence shall provide Tandy not less than ten (10) business days within which to meet any lower quotes or pricing obtained from any such Second Source.

Second Sourcing. Nothing in this Agreement shall require Fortinet to purchase from Supplier any or all of its requirements for products that are the same or similar to the Products. Fortinet may also purchase similar or identical products from other suppliers. In the event Fortinet, in its sole discretion, decides to source the Product from another supplier due to Supplier’s inability to compete, including pricing or on-going cost reductions, or Supplier’s inability to supply the Products or the products equivalent in form, fit or function thereto (“Second Source”), Supplier will immediately provide all necessary, most updated Production Materials to enable the Second Source to supply all or portion of the demand of the Product, including, granting all necessary licenses of Supplier’s Background Technology used in the Product to the Second Source. Supplier agrees to provide all necessary support to Fortinet for the Second Source at no cost to Fortinet.

Second Sourcing. Aksys shall notify Peak in the event that it utilizes any source of contract manufacturing for the Products other than Peak.