Common use of Unexpected Failures Clause in Contracts

Unexpected Failures. 6.3.1 For purposes of this Agreement, "Unexpected Failures" shall mean identical, reproducible Product failures (including any Supplier Part failures) due to the same or substantially similar cause, which occur in the same series of Products and impair the use of the Products, and are a result of a defect in workmanship of Supplier or its affiliates occurring within [...***...] after the date of delivery of the Product, and are equal to or in excess of [...***...] of the total number of a Product or any Supplier Part from any production lot or [...***...] of the total number of Products or any Supplier Parts included in Products which are delivered to Dot Hill during any [...***...] or such other rate that is specifically set forth in each Award Letter (the "Unexpected Failure Rate"). [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.3.2 In the event of a suspected Unexpected Failure, Dot Hill shall promptly notify Supplier, and shall provide the following information, if known and as may then exist: a description of the defect, and the suspected lot numbers, serial numbers or other identifiers, and delivery dates of the defective Products (including any defective Supplier Parts). Dot Hill shall also deliver or make available to Supplier, samples of the defective Products or defective Supplier Parts for testing and analysis. 6.3.3 Within five (5) business days of receipt of notice from Dot Hill, Supplier shall provide its preliminary findings regarding the cause of the failures. Thereafter, Supplier shall promptly provide the results of its root cause corrective analysis, its proposed plan for the identification of and the repair and/or replacement of the affected Products (including any affected Supplier Parts), and such other appropriate or desirable information. The parties shall also cooperate and work together to expeditiously devise and implement a corrective action program which identifies the defective units for repair or replacement, and which minimizes disruption to the end users and Dot Hill's direct and indirect distribution channels. 6.3.4 In the event of an Unexpected Failure, Supplier shall be responsible for (a) as agreed in the corrective action plan, or at Supplier's option if not agreed in the corrective action plan: (i) repair and/or replacement of the defective Products (including any defective Supplier Parts); or (ii) a credit or payment to Dot Hill in an amount equal to the cost to Dot Hill for qualified, nondefective replacement Products (including any defective Supplier Parts) reasonably acceptable to Dot Hill; (b) [...***...]; and (c) reasonable freight and transportation costs incurred in connection with the repair and/or replacement of the defective Products (and the larger product in which the Product or the Supplier Part is incorporated if the Product or Supplier Part cannot be separated without undue inconvenience or disruption to the end user). [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.

Unexpected Failures. 6.3.1 12.2.1 For purposes of this Agreement, "Unexpected Failures" shall mean identical, reproducible Product failures (including any Supplier Part failures) due that relate to the same or substantially similar cause, which occur in the same series of Products and impair the use of the Products, and are a result of a defect in workmanship of Supplier or its affiliates root cause occurring within [...***...] after the date of delivery of the Product, and are equal to or in excess of [...***...] of the total number of a Product or any Supplier Part from any production lot or [...***...] of the total number of Products or any Supplier Parts included in Products which are a Product delivered to Dot Hill Sun during any [...***...] or such other rate that is specifically set forth in each Award Letter period (the "Unexpected Failure Rate")) and which would have constituted a breach of the warranty provided in Section 12.1. [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.3.2 12.2.2 In the event of a suspected Unexpected Failure, Dot Hill Sun shall promptly notify Supplier, and shall provide the following information, if known and as may then exist: a description of the defect, and the suspected lot numbers, serial numbers or other identifiers, and delivery dates of the defective Products (including any defective Supplier Parts)Products. Dot Hill Sun shall also deliver or make available to Supplier, samples of the defective Products or defective Supplier Parts for testing and analysis. 6.3.3 . Within five (5) business days of receipt of notice Notice from Dot HillSun, Supplier shall provide its preliminary findings regarding the potential cause of the failures. Thereafter, Supplier shall promptly provide the results of its root cause corrective analysis, its proposed plan for the identification of and the repair and/or replacement of the affected Products (including any affected Supplier Parts)Products, and such other reasonable and appropriate or desirable information. . 12.2.3 The parties shall also cooperate and work together to expeditiously devise and implement a mutually acceptable corrective action program which identifies is commercially reasonable under the defective units for repair or replacement, circumstances and which minimizes disruption to the end users and Dot HillSun's direct and indirect distribution channelschannels (the "Corrective Action Program"). The Corrective Action Program shall identify all costs related to the Unexpected Failure including, without limitation: material costs, labor costs (and associated housing and travel costs), freight costs, equipment costs and screen costs. The parties agree to negotiate in good faith any revisions to the Corrective Action Plan to address additional costs. 6.3.4 In the event of an Unexpected Failure, 12.2.4 Supplier shall be responsible for [...***...] of the following costs, expenses and liabilities under the Corrective Action Program: (a) as agreed in the corrective action planfor materials, or at Supplier's option if not agreed in the corrective action plan: (i) to repair and/or replacement replace of the defective Products (including any defective Supplier Parts)Products; or (ii) to provide Sun, upon return of the Product to Supplier, a credit or payment to Dot Hill in an amount equal to the cost to Dot Hill Sun for qualified, nondefective replacement Products (including any defective Supplier Parts) reasonably acceptable to Dot HillSun; (b) [...***...]labor costs (and associated housing and travel costs) to repair and/or replace the defective Products; and (c) reasonable freight and transportation costs actually incurred in connection with the repair and/or replacement of the defective Products (and the larger product in which the Product or the Supplier Part is incorporated if the Product or Supplier Part cannot be separated without undue inconvenience or disruption to the end user). [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 12.2.5 With respect to all costs agreed to in the Corrective Action Program (other than those set forth in section 12.2.4), Supplier shall [...***...]

Unexpected Failures. 6.3.1 4.6.1 For purposes of this AgreementExhibit, "Unexpected Failures" shall mean identical, reproducible Product Supplier-confirmed FRU failures (including any Supplier Part failures) due which appear to be related to the same or substantially similar cause, which occur in the same series of Products and impair the use of the Products, and are a result of a defect in workmanship of Supplier or its affiliates root cause occurring within [...***...] after the date of delivery of the ProductFRU, and are equal to or in excess of [...***...] of the total number of a Product or any Supplier Part from any production lot or [...***...] of the total number of Products or any Supplier Parts included in Products which are a FRU delivered to Dot Hill Sun during any [...***...] or such other rate that is specifically set forth in each Award Letter day period (the "Unexpected Failure Rate")) and which would have constituted a breach of the warranty applicable to a FRU as set forth in this Exhibit. [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 22l-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 6.3.2 4.6.2 In the event of a suspected Unexpected Failure, Dot Hill Sun shall promptly notify Supplier in writing through Supplier's SANsolve system, and such notification through and use of Supplier's SANsolve system pursuant to this or any related Exhibit shall constitute Notice under Section 29.8 of this Agreement. Supplier shall, for purposes of such notification, provide the following information, if known and as may then exist: a description of the defect, and the suspected lot numbers, serial numbers FRU IDs or other identifiers, and delivery dates of the defective Products (including any defective Supplier Parts)FRUs. Dot Hill Sun shall also deliver or make available to Supplier, samples of the defective Products or defective Supplier Parts for testing and analysis. 6.3.3 . Within five (5) business days of receipt of notice defective FRUs from Dot HillSun or from Notice from Sun where Supplier already has possession of defective FRUs, Supplier shall provide its preliminary findings regarding the cause of the failures. Thereafter, Supplier shall promptly provide the results of its root cause corrective analysis, its proposed plan for the identification of and the repair and/or replacement of the affected Products (including any affected Supplier Parts)FRUs, and such other reasonably appropriate or desirable information. . 4.6.3 The parties shall also cooperate and work together to expeditiously devise and implement a mutually acceptable corrective action program which identifies is commercially reasonable under the defective units for repair or replacement, circumstances and which minimizes disruption to the end users and Dot HillSun's direct and indirect distribution channelschannels (the "Corrective Action Program"). The Corrective Action Program shall identify all costs related to the Unexpected Failure including, without limitation, material costs, labor costs (and associated housing and travel costs), freight costs, equipment costs and screening costs. The parties agree to negotiate in good faith any revisions to the Corrective Action Plan to address additional costs. 6.3.4 In the event of an Unexpected Failure, 4.6.4 Supplier shall be responsible for [...***...] of the following costs, expenses and liabilities under a Corrective Action Program: (a) as agreed in the corrective action plan, or at Supplier's option if not agreed in the corrective action plan: (i) a Corrective Action Program to repair and/or replacement of the replace defective Products (including any defective Supplier Parts); FRUs or (ii) to provide Sun a credit or payment to Dot Hill in an amount equal to the cost to Dot Hill Sun for qualified, nondefective non-defective replacement Products (including any defective Supplier Parts) reasonably FRUs acceptable to Dot HillSun; (b) [...***...]labor costs (and associated housing and travel costs) to repair and/or replace the defective FRUs; and (c) reasonable freight and transportation costs actually incurred in connection with the repair and/or replacement of the defective Products FRUs (and the larger product Product in which the Product a defective FRU or the Supplier Part is any associated FRUs are incorporated if the Product defective or Supplier Part associated FRUs cannot be separated from the Product and/or each other without undue inconvenience or disruption to the end user). Sun's entitlement to a credit or payment under this subsection 4.6.4 shall be contingent upon return by Sun of defective FRUs to Supplier. [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 24b-2 22l-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED. 4.6.5 With respect to all other costs agreed to in a Corrective Action Program, other than those set forth in Section 4.6.4, Supplier shall reimburse Sun for [...***...] of such costs. [...***...] = CERTAIN CONFIDENTIAL INFORMATION CONTAINED IN THIS DOCUMENT, MARKED BY BRACKETS, HAS BEEN OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO RULE 22l-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED.