Common use of Termination Charges Clause in Contracts

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company within (a) 60 days from the effective date of such termination or expiration an invoice for all amounts properly due and payable as set forth in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and actual costs incurred by Jabil up to the date of termination, expiration or cancellation (the “Termination Effective Date”) and shall also include the following: (i) to the extent authorized in writing by Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date and directly resulting from such termination; and (ii) applicable Gross Margin except for termination by Company for Jabil’s breach pursuant to Section 15.1. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil cannot mitigate its costs as set forth in Section 11.8 above, upon termination, expiration or cancelation, for any reason, Company’s obligation shall be to pay the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination1. If AT&T’s breach or unilateral Termination of any Order precludes Contractor from completing Delivery of Materials or Services, expiration then AT&T may discharge any and all liability to Contractor for detriment resulting from such breach or cancellation unilateral Termination by payment of this Agreement for any reasonan amount that does not exceed the lesser of: i the price of such Materials and Services, Jabil shall submit to Company within (a) 60 days as derived from the effective date Order, or ii the positive difference obtained by subtracting (A) the salvage value of such termination or expiration an invoice for all amounts properly due the Materials and payable as set forth in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and Services from (B) the actual costs Contractor incurred by Jabil to prepare the Materials or perform the Services up to the date of terminationTermination or breach, expiration as determined under Contractor’s normal cost accounting methods for inventory and work in process. For purposes of this Section, “salvage value” includes the proceeds of the sale of the Material and Services to another customer and the costs that Contractor avoids as a result of re-applying Materials and Services to meet other needs of AT&T, the needs of other customers or cancellation Contractor’s own internal needs within ninety (90) days following the Delivery Date scheduled in the Order. Contractor shall make reasonable efforts to maximize salvage value. All such costs, avoided costs, and values are subject to substantiation by proof satisfactory to AT&T before any payment may become due. Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “Termination Effective DateCOMMISSION”) and shall also include the following: (i) PURSUANT TO RULE 406 OF THE SECURITIES ACT OF 1933, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 2. AT&T is not liable to the extent authorized in writing by Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date and directly Contractor for any detriment resulting from AT&T’s unilateral Termination of an Order for Materials not specially manufactured for AT&T when AT&T’s Termination of such termination; Order occurs more than sixty (60) days before the Delivery Date. If AT&T incurs a Termination charge as provided in this Section, and AT&T or an Affiliate places an Order for Materials or Services equivalent to those for which such Termination charge is incurred, within sixty (ii60) applicable Gross Margin except days after AT&T incurs such Termination charge, then Contractor shall refund such Termination charge to AT&T. The Termination charge provided in this Section constitutes Contractor’s sole and exclusive remedy for termination by Company for Jabildetriment resulting from AT&T’s unilateral Termination of, or breach pursuant to Section 15.1preventing Delivery under, an Order. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil canAT&T is not mitigate its costs as set forth in Section 11.8 above, upon termination, expiration or cancelation, liable for any reason, Company’s obligation shall be to pay Termination Charges in any case when Termination results from the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary mutual agreement of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basisParties.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company within (a) 60 days from the effective date of such termination or expiration an invoice for all amounts properly due and payable as set forth in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and actual costs incurred by Jabil up to the date of termination, expiration or cancellation (the “Termination Effective Date”) and shall also include the following: (i) to the extent authorized in writing by Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date and directly resulting from such termination; and (ii) applicable Gross Margin except for termination by Company for Jabil’s breach pursuant to Section 15.1. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil cannot mitigate its costs as set forth in Section 11.8 above, upon termination, expiration or cancelation, for any reason, Company’s obligation shall be to pay the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company Jabil’s invoices for termination/cancellation charges within (a) 60 days from the effective date of such termination, expiration or cancellation for materials and component costs; plus applicable margin (except in the event of termination due to Jabil’s default) and (b) 60 days after the end of the 6 month period following termination, expiration or expiration an invoice cancellation for all amounts properly the depreciation expense on idle equipment to the extent it is not used for other purposes and except in the event of termination due and payable as set forth in this Section 15.3.3. to Jabil’s default; Jabil’s invoice for such charges shall be based upon validated and actual costs incurred by Jabil up to the date of termination, expiration or cancellation (the “Termination Effective Date”) and shall also include the following: (i) to the extent authorized in writing by Company, actual out-of-pocket reasonable costs incurred by Jabil accrued after the Termination Effective Date and directly but resulting from such termination, expiration or cancellation; and (ii) applicable Gross Margin margin except for in the case of default by Jabil and (iii) the depreciation expense, except in the event of termination by Company for due to Jabil’s breach pursuant default hereunder, on all equipment used to Section 15.1manufacture Product that remains idle due to such termination, expiration or cancellation for up to six months from the date of the Termination Effective Date in accordance with U.S. Generally Accepted Accounting Principles. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses, applicable margin and depreciation expenses on idle equipment sustained by Jabil due to termination, expiration or cancellation and applicable marginCompany shall have the right to review such submittal. To the extent that Jabil cannot mitigate its costs as set forth in Section 11.8 above10.7 below, upon terminationcancellation, expiration or cancelation, termination for any reasonmxxxx, Company’s obligation shall be to pay the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased charges claimed by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basis.as follows:

Termination Charges. Upon termination, expiration or cancellation of this Agreement for any reason, Jabil shall submit to Company within (a) 60 days from the effective date of such termination or expiration an invoice for all amounts properly due and payable as set forth in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and actual costs incurred by Jabil up to the date of termination, expiration or cancellation (the “Termination Effective Date”) and shall also include the following: (i) to the extent authorized in writing by Company, actual out-of-pocket out‑of‑pocket costs incurred by Jabil accrued after the Termination Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b‑2 of the Exchange Act — [*] denotes omissions. Effective Date and directly resulting from such termination; and (ii) applicable Gross Margin except for termination by Company for Jabil’s breach pursuant to Section 15.1. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil cannot mitigate its costs as set forth in Section 11.8 above, upon termination, expiration or cancelation, for any reason, Company’s obligation shall be to pay the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process work‑in‑process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-ISAS‑IS, WHERE-IS WHERE‑IS basis.

Termination Charges. Upon termination, expiration or cancellation of No Termination Charges shall apply under this Agreement for any reason, Jabil shall submit to Company within unless the applicable Transaction Document states that such Charges will apply. The Parties acknowledge and agree that: (a) 60 days from any Termination Charges specified in a Transaction Document shall be the effective date maximum amount Sears will be required to pay in the event of a termination for convenience of the Services under such Transaction Document (regardless of whether such Services are terminated at one time, or in a series of terminations (such as for partial terminations)); (b) Termination Charges shall decline over time and, (iii) Termination Charges shall unless otherwise specified in a Transaction Document, no longer apply upon the normal expiration of a Transaction Document or during any renewal period thereof. Furthermore, the inclusion of such Termination Charges in a Transaction Document shall not limit CSC’s obligation to mitigate any Termination Charges associated with the termination of such Transaction Document, nor obligate Sears to pay any Termination Charges in excess of the actual Termination Charges. If Sears terminates for convenience all or expiration an a material portion of the Services under any Transaction Document that is subject to Termination Charges, CSC shall calculate and invoice Sears (pursuant to Section 14.1 (Invoicing)), for all amounts properly due and payable the Termination Charges as specified in the Transaction Document. A change in the amount of Services that the Eligible Recipients receive under this Agreement shall not be deemed a partial termination (for which Termination Charges would be payable) except as expressly provided otherwise in the applicable Transaction Document. Sears may, from time to time, request that CSC calculate the amount of Termination Charges Sears would be required to pay in the event Sears were to terminate, for convenience, in whole or in part, any Services. CSC shall provide to Sears a detailed estimate of such Charges (broken out by the categories set forth in this Section 15.3.3the definition of Termination Charges), within 30 days after its receipt of Sears’ request. Jabil’s invoice If Sears elects to terminate, for convenience, any Services for which such charges an estimate has been requested, then the Termination Charges applicable to such termination shall be based upon validated and actual costs incurred by Jabil up to not exceed the date of termination, expiration or cancellation (the “Termination Effective Date”) and shall also include the followinglower of: (ix) to the extent authorized in writing by Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date and directly resulting from such termination; and (ii) applicable Gross Margin except for termination by Company for Jabil’s breach pursuant to Section 15.1. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil cannot mitigate its costs as Charges set forth in Section 11.8 abovethe applicable Transaction Document, upon termination, expiration or cancelation, for minus any reason, Company’s obligation shall be Termination Charges Sears is already obligated to pay due to previous terminations under such Transaction Document, and (y) the following amounts: • The applicable Product Price for amount set forth in the Product of which Jabil has completed manufacture prior to the Termination Effective Date CSC’s estimate pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of this Section 23.3 (Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basisCharges).

Termination Charges. Upon termination, expiration or cancellation At the effective date of termination of this Agreement for any reason, Jabil Borrower shall submit pay to Company within Lender (ain addition to the then outstanding principal, accrued interest and other charges owing under the terms of this Agreement and any of the other Loan Documents) 60 days from as liquidated damages for the effective date loss of such the bargain and not as a penalty, an amount equal to 2% of the Average Loan Balance during the months, or portion thereof, that this Agreement has been in effect if termination or expiration an invoice for all amounts properly occurs during the first twelve-month period of the Original Term (March 27, 2000 through March 27, 2001); and 1% of the Average Loan Balance during the prior twelve (12) month period if termination occurs during the second 12-month period of the Original Term (March 28, 2001 through March 27, 2002). If termination occurs after the second anniversary of the Closing Date, no termination charge shall be payable. Effect of Termination. All of the Obligations shall be immediately due and payable as set forth upon the termination date stated in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and actual costs incurred by Jabil up to the date any notice of termination, expiration or cancellation (the “Termination Effective Date”) and shall also include the following: (i) to the extent authorized in writing by Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date and directly resulting from such termination; and (ii) applicable Gross Margin except for termination by Company for Jabil’s breach pursuant to Section 15.1. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil cannot mitigate its costs as set forth in Section 11.8 above, upon termination, expiration or cancelation, for any reason, Company’s obligation shall be to pay the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goodsundertakings, equipment agreements, covenants, warranties and representations of Borrower contained in the Loan Documents shall survive any such termination and Lender shall retain its Liens in the Collateral and all of its rights and remedies under the Loan Documents notwithstanding such termination until Borrower has paid the Obligations to Lender, in full, in immediately available funds, together with the applicable termination charge, if any. Notwithstanding the payment in full of the Obligations, Lender shall not be required to terminate its security interests in the Collateral unless, with respect to any loss or tooling damage Lender may incur as a result of dishonored checks or other items of payment received by Lender from Borrower or any Account Debtor and applied to the Obligations, Lender shall, at its option, (i) have received a written agreement in form and substance satisfactory to Lender, executed by Borrower and by any Person whose loans or other advances to Borrower are used in whole or in part to satisfy the Obligations, indemnifying Lender from any such loss or damage; or (ii) have retained such cash collateral and Liens on such cash collateral for which Company shall have paid 100% such period of Jabil’s incurred cost time as Lender, in its reasonable discretion, may deem necessary to protect Lender from any such loss or more shall be held by Jabil for Company’s account damage and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basisfees and expenses.

Termination Charges. Upon termination1. If AT&T’s breach or unilateral Termination of any Order precludes Contractor from completing Delivery of Materials or Services, expiration then AT&T may discharge any and all liability to Contractor for detriment resulting from such breach or cancellation unilateral Termination by payment of this Agreement for any reasonan amount that does not exceed the lesser of: i the price of such Materials and Services, Jabil shall submit to Company within (a) 60 days as derived from the effective date Order, or ii the positive difference obtained by subtracting (A) the salvage value of such termination or expiration an invoice for all amounts properly due the Materials and payable as set forth in this Section 15.3.3. Jabil’s invoice for such charges shall be based upon validated and Services from (B) the actual costs Contractor incurred by Jabil to prepare the Materials or perform the Services up to the date of terminationTermination or breach, expiration as determined under Contractor’s normal cost accounting methods for inventory and work in process. For purposes of this Section, “salvage value” includes the proceeds of the sale of the Material and Services to another customer and the costs that Contractor avoids as a result of re-applying Materials and Services to meet other needs of AT&T, the needs of other customers or cancellation Contractor’s own internal needs within ninety (90) days following the Delivery Date scheduled in the Order. Contractor shall make reasonable efforts to maximize salvage value. All such costs, avoided costs, and values are subject to substantiation by proof satisfactory to AT&T before any payment may become due. Proprietary and Confidential This Agreement and information contained therein is not for use or disclosure outside of AT&T, its Affiliates, and third party representatives, and Supplier except under written agreement by the contracting parties. THE COMPANY HAS REQUESTED AN ORDER FROM THE SECURITIES AND EXCHANGE COMMISSION (THE “Termination Effective DateCOMMISSION”) and shall also include the following: (i) PURSUANT TO RULE 24B-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, GRANTING CONFIDENTIAL TREATMENT TO SELECTED PORTIONS. ACCORDINGLY, THE CONFIDENTIAL PORTIONS HAVE BEEN OMITTED FROM THIS EXHIBIT, AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION. OMITTED PORTIONS ARE INDICATED IN THIS EXHIBIT WITH “*****”. 2. AT&T is not liable to the extent authorized in writing by Company, actual out-of-pocket costs incurred by Jabil accrued after the Termination Effective Date and directly Contractor for any detriment resulting from AT&T’s unilateral Termination of an Order for Materials not specially manufactured for AT&T when AT&T’s Termination of such termination; Order occurs more than sixty (60) days before the Delivery Date. If AT&T incurs a Termination charge as provided in this Section, and AT&T or an Affiliate places an Order for Materials or Services equivalent to those for which such Termination charge is incurred, within sixty (ii60) applicable Gross Margin except days after AT&T incurs such Termination charge, then Contractor shall refund such Termination charge to AT&T. The Termination charge provided in this Section constitutes Contractor’s sole and exclusive remedy for termination by Company for Jabildetriment resulting from AT&T’s unilateral Termination of, or breach pursuant to Section 15.1preventing Delivery under, an Order. Jabil will provide to Company all information reasonably necessary to confirm the costs, expenses and applicable margin. To the extent that Jabil canAT&T is not mitigate its costs as set forth in Section 11.8 above, upon termination, expiration or cancelation, liable for any reason, Company’s obligation shall be to pay Termination Charges in any case when Termination results from the following amounts: • The applicable Product Price for the Product of which Jabil has completed manufacture prior to the Termination Effective Date pursuant to an issued Purchase Order or Material Authorization for which payment has not been made; • Reimbursements for Components, subassemblies and work-in-process at the time of Termination Effective Date which were purchased, or ordered, or work had commenced, as applicable, pursuant to issued Purchase Orders or Material Authorizations, plus applicable Gross Margin; provided however, that no Gross Margin will apply if this Agreement is terminated by Company for Jabil’s breach pursuant to Section 15.1; Portions of this Exhibit were omitted and have been filed separately with the Secretary mutual agreement of the Commission pursuant to the Company’s application requesting confidential treatment under Rule 24b-2 of the Exchange Act — [*] denotes omissions. • Jabil’s reasonable cancellation costs incurred for Components and subcontracted services that Jabil had on order on behalf of Company on the Termination Effective Date (in each case) pursuant to issued Purchase Orders or Material Authorizations; and • Jabil’s cost of equipment or tooling purchased by Jabil specifically for the Manufacturing Services related to Product and, to the extent authorized in writing by Company under the terms and conditions of this Agreement, any costs incurred by Jabil under this Agreement. All goods, equipment or tooling for which Company shall have paid 100% of Jabil’s incurred cost or more shall be held by Jabil for Company’s account and Company may arrange for its acquisition of them on AS-IS, WHERE-IS basisParties.