Solectron will Clause Samples

Solectron will purchase materials in a Strategic Turnkey mode whereby Solectron controls the suppliers share of business, supply assurance, payment terms, delivery conditions, the monitoring of on-time delivery and quality performance. Other modes of material procurement may alternatively take place as provided in an addendum to this contract.

Solectron will. (a) manage the local change managers and the training coordinator and validate that consistent messages and activities are communicated; (b) analyze the potential impact of deploying Services within Solectron; (c) inform, involve and manage all critical stakeholders; (d) be responsible for the execution of the change management and communication plans to confirm acceptance of the P2P Platform and Services; Confidential to Solectron and IBM (e) be responsible for identification of any internal issues and constraints which need to be resolved for a successful Transition to the Services; (f) be responsible for the implementation of changes in roles, responsibilities, incentives/objectives, desktop procedures, job descriptions, and similar matters before the Go Live Dates; and (g) assess feedback from different stakeholder groups on a regular basis.

Solectron will designate resources (such as staff, equipment, facilities, IT infrastructure, applications, software, and connectivity) to perform the roles set forth in this Annex 7; The Transition organization structure is represented in the following table, which identifies positions to be staffed by Solectron and IBM, and indicates the members of each of Solectron’s and IBM’s Global Transition Teams for the Transition Services. Within the respective Parties’ scope or work, Transition Team members will be assigned specific tasks to accomplish within the time frames set forth in the Transition Plan and will present issues, concerns and comments to the attention of the Transition Managers at the scheduled meetings or as necessary. The Parties may decide to assign one or more roles to the same individual, according to the functions of the particular role. The Parties’ respective obligations will not be limited by the provision of the people filling the Parties’ respective roles, by the Parties’ respective roles being filled with a full time, part time or single individual, nor by the respective Party’s failure to assign a full time, part time or single individual to the positions outlined above or discussed below. Confidential to Solectron and IBM

Solectron will. (a) be responsible for complying with the agreed to data files specifications and verifying that IBM’s data files transfers work between Solectron Legacy Systems and IBM’s P2P Platform, as required (i.e. FTP night job is tested, etc.) (b) be responsible for setting up Solectron’s connectivity and verifying that Solectron’s connectivity is functioning correctly for file transfers between Solectron’s server and IBM’s Hub server; (c) based on the results of workshops and as necessary for the transition, be responsible for making any identified changes to Solectron Legacy Systems; (d) set up its Web Methods server, in accordance with the applicable Transition Plan for data communication and mapping; and (e) be responsible for any updates to Solectron legacy system platform(s) for integration with the P2P Platform, if required.

Solectron will. (a) assist in developing the stakeholder management approach and the stakeholder communication package to Solectron; (b) facilitate participation of all identified stakeholders in meetings and follow up on actions items; (c) communicate to stakeholders, per the Stakeholder Communications Plan; (d) identify groups of stakeholders (e.g., those who have similar interests or communication requirements (“Stakeholder Clustering”). The Parties shall manage the communication between the Transition Teams and stakeholders to achieve understanding of each activity described in the Transition Plan. Both Parties will work diligently to collaborate, communicate and resolve issues. 1 Stakeholder Map Identifies IBM with Solectron Stakeholder Map Solectron input completed and stakeholder delivered

Solectron will. (a) provide reasonably requested assistance as it relates to identifying business and technical issues that may impact the Transition Plan (b) without limiting IBM’s obligations, provide reasonably requested assistance (including advice regarding interactions with Solectron, identification of stakeholders, reviews and comments) in the development of Transition Plan and Workstream Detailed Transition Plans; (c) provide IBM personnel with access to the Solectron Facilities as set out in Annex A5 and infrastructure as reasonably required to provide the Services, subject to IBM complying with Solectron’s security and access procedures pursuant to the Agreement; (d) provide the current documentation reasonably requested by IBM that is relevant to the Transition and the Transition Plan (to include but not be limited to Solectron Third Party supplier information, site information, existing operational processes and procedures, systems documentation, and configuration documentation and Commodity data, to the extent such documentation exists at Effective Date, is needed for the provision of the Services, and is available); (e) review and provide input on the Transition Reports; and (f) be responsible for Solectron’s policies and procedures.

Solectron will. (a) provide reasonably requested support to IBM with regard to the country implementations; (b) coordinate inputs from all Service Recipients and Solectron Facilities involved in a particular transition; (c) verify the readiness of the in-scope region/country for the deployment; (d) provide reasonable assistance to IBM during deployment for example, participate in required workshops, provide necessary data.,; (e) make available the local Facilities as reasonably required for the country Transition; and Confidential to Solectron and IBM (f) upon IBM request, provide reasonable access to senior Solectron executives to confirm business and country issues are resolved in a timely manner.

Solectron will. (a) designate the in-scope country/ local change management resources to start the communication / change management network; (b) provide a knowledge-base repository for communicating project information and activities; (c) implement the global and local communication activities according to a mutually agreed communication plan; (d) adapt communication plans and communication material locally, execute global and country-level communication, handle translations of communication material into local language, if required; Confidential to Solectron and IBM (e) collect feedback on communication and change management activities; and (f) communicate to suppliers, by sending initial supplier communication and receiving supplier approval to cooperate with IBM and approval for IBM to manage supplier data (e.g. Data Privacy). Deliverables for Communication 1 Communication Plan Project plan of all communication activities on a schedule linked to key events identified in the Transition Plan IBM Plan sent to Solectron for discussion 2 Project communication template Template for project communication IBM Sent for Solectron approval 4 Global Communication /Change Management Tool kit Centrally developed set of communication and change management activities IBM Tool kit provided to local Communication Managers

Solectron will. (a) oversee the completion of Solectron activities, as set forth within the Transition Plan, and will coordinate activities with IBM; (b) cooperate with IBM and provide such assistance and perform such activities as reasonably required by IBM and are necessary to complete the transition; (c) attend scheduled Transition meetings to review the status of the Transition Plan activities to address any issues, and coordinate their resolution (including the identification of the responsible team members and the scheduled dates for resolution); and