Exhibit 10.15
CONTRACT Number 98-601S IBM and MSL Confidential
This is a Manufacturing, Integration and Fulfillment Contract ("Contract")
entered by and between
INTERNATIONAL BUSINESS MACHINES S.A. C.I.F. A-280101791, an existing Spanish
company duly organized pursuant to the laws of Spain and having its registered
office at Xxxxx Xxxxxxxxx 00-00, 00000 Xxxxxx, Xxxxx (hereinafter referred to as
"IBM Spain"), and in its name and representation Xxxxx Xxxxxxxx Ons, as company
representative.
and
GLOBAL MANUFACTURERS' SERVICES - VALENCIA S.A. C.I.F.A.-96301270, a Spanish
company duly existing and organized pursuant to the laws of Spain and with
registered office at La Pobla de Vallbona, km 17.6 of the road from Valencia to
Xxxxxx, 00000 Xxxxxxxx, Xxxxx (hereinafter referred to as "GMSV"), and in its
name and representation Xxxxx xx Xxxxxx Xxxxxx, as company representative.
Both parties declare to have legal capacity for the celebration of this act,
WHEREAS IBM Spain is an affiliate of International Business Machines
Corporation, a corporation incorporated under the laws of New York, United
States of America, having an office for the transaction of business at 0000 XXX
Xxxxx, Xxxxxxxxx, Xxxxx Xxxxxxxx 00000, Xxxxxx Xxxxxx of America ("IBM"); and
WHEREAS GMSV is an affiliate of Manufacturers' Services Limited, that has an
office for the transaction of business at 000 Xxxxx Xxxxxx, Xxxxxxx, Xxxxx
00000, Xxxxxx Xxxxxx of America ("MSL"); and Manufacturers' Services Western US
Operations, Inc., that has an office for the transaction of business at 0000
Xxxxx Xxxxxx Xx., Xxxxxx, XX 00000, Xxxxxx Xxxxxx of America ("MSL-WUS") is a
subsidiary of MSL; and
WHEREAS GMSV desires to manufacture and sell, and to provide services related to
manufacturing, integration and fulfillment to IBM Spain and IBM Spain desires to
purchase such products and services subject to the terms and conditions of this
Contract; and,
WHEREAS, concurrently with the signing of this Contract, IBM and MSL-WUS entered
into the IBM/MSL Outsourcing Agreement, that was signed by IBM and MSL on May 5,
1998, and became effective on June 1st, 1998 (the Agreement).
Accordingly, IBM Spain and GMSV hereby recognizing each other capacity to act
hereunder have decided to grant the present Contract pursuant to the terms and
conditions of the above-mentioned Agreement, and its attachments, having the
same Effective Date that is defined in that Agreement, and the following
specific conditions:
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[*] = Information redacted pursuant to a confidential treatment request.
An unredacted version of this exhibit has been filed separately with the
Commission.
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CONTRACT Number 98-601S IBM and MSL Confidential
1. EXCLUSIONS
The following clauses in the Agreement are not applicable to this contract
between IBM Spain and GMSV:
Base Agreement, Section 8, Purchase of Assets
Base Agreement, Section 9, Personnel.
Base Agreement, Section 10, Lease of Premises
Base Agreement, Section 12, Transitional Services.
Attachment 1 Statement of Work, Section 3, item 20 (distribution and
shipping).
2.- SCOPE OF WORK
Global Embedded Production Solutions ("GEPS") and Finance Solutions are not
subject of the present contract.
3.- PAYMENT
GMSV invoices will be sent to:
International Business Machines S.A.
CIF X00/000000
Xxxx. xx Xxxxxxxxxxx Xxxxxxxxx
Xxxxx Xxxxxxxxx 26-28
28002 Madrid, ESPANA
A copy of the invoice will be sent to:
International Business Machines S.A.
Xx xx Xxxxxx 00
00000 Xxxxxxxx, Xxxxxx
Attn: Project Office
The parties may offset any amounts owed IBM Spain by GMSV for parts IBM Spain
supplies to GMSV, against any amounts owed GMSV by IBM Spain for completed
Products, upon notification, provided the debts have been generated under this
Contract and legal requisites are satisfied.
Any amounts owed IBM Spain should be sent to:
International Business Machines S.A.
Xx xx Xxxxxx 00
00000 Xxxxxxxx, Xxxxxx
Attn: Project Office
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CONTRACT Number 98-601S IBM and MSL Confidential
4.- CONFIDENTIAL INFORMATION
IBM Spain and GMSV confidential information shall be subject to, and governed
by, the Agreement for Exchange of Confidential Information (AECI) Number
4998S60076, signed by IBM and MSL on March 10th of 1998, and its supplements.
For the purposes of this Contract, that AECI will be ruled by the laws of Spain.
Each time one of the Parties wishes to disclose specific information to the
other, the disclosurer will issue a supplement to the above referenced AECL. All
requests to disclose or receive confidential information must be approved by the
Relationship Managers.
Neither Party shall disclose the terms of this Contract to any third Party
without the prior written consent of the other party except as required by law.
Each party shall provide the other with prior written notice of any such
required disclosure.
5.- LAW
In the performance of this Contract and related purchase orders, GMSV and IBM
Spain shall comply with the laws of Spain unless otherwise specified in this
contract.
This Contract and the performance of transactions under this Contract shall be
governed by the laws of Spain. Any legal or other action related to a breach of
this Contract must be commenced no later than [*] from the date of the breach in
a court of Madrid, unless otherwise agreed.
6.- RELATIONSHIP MANAGEMENT
Relationship Managers:
for Valencia Work Center
IBM:
MSL:
7.- PRICE
All prices of this contract are defined in Spanish pesetas, unless otherwise
stated. All invoices will be issued in pesetas.
Unless stated elsewhere in the Contract, Pricing for all Products and related
services of this Contract are all inclusive. This means that all investments,
costs and expenses, and GMSV margins, that are required by GMSV to perform its
part of the Contract, are covered by Product prices and will be paid by IBM
Spain through payment of Product prices, unless there is explicit and written
agreement between the parties to do otherwise. NRE's will be treated as per the
Attachment 1 Statement of Work, section 21.5.
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CONTRACT Number 98-601S IBM and MSL Confidential
Initial invoice prices are as listed in Appendix 1 below.
7.1 Price updates
All price updates will be determined in Spanish pesetas.
Proposals for updates to the initial prices will include also changes in the
currency exchange rate for US dollar and Spanish pesetas and any other relevant
currencies. The exchange rate for a period, as defined in Attachment 1 Statement
of Work, section 7.5 (e), will be defined by the spot value of the currency in
pesetas in Madrid (Spain) at market closing on the 15th of the month preceding
the begining of the period, or the last market day before it if the 15th is not
a market day for currency.
For price updates, proposals for changes will be issued in Spanish pesetas.
Components of cost for which third party quotes are in other than pesetas will
be translated to pesetas at the rate IBM Spain and GMSV agree for the period for
which the prices are defined.
At the start of this Contract the agreed exchange rate is 1 USD = 155 pts.
7.1.1 Euro
The parties hereby declare that they are aware that during the term of this
Contract the peseta may be replaced by the single European currency and that, in
such an event, this Contract shall not be modified as a result of the effect of
the implementation of the said single currency. The amounts denominated in
pesetas referred to hereinbelow shall be replaced by corresponding sums of the
single currency, calculated according to the rate of exchange established by the
corresponding regulations.
7.2 Regularizations
Any write-up or write-down necessary to update GMSV inventory prices in pesetas
to the component prices in pesetas agreed for the following period will be paid
by/to IBM Spain through specific Purchase Order. GMSV inventory prices to be
used in the write-up or write-down will be the material cost agreed for prices
in the period before the regularization.
Any differences in pesetas between material costs assumptions, as defined in
Section 7.1 of the Attachment 1 Statement of Work, that are used in determining
prices at the beginning of a period (as per the Attachment 1 Statement of Work,
Section 7.5 (e)) and actual invoices paid by GMSV during the period will be
regulated in the first month of the following period, as a separate acceptable
invoice to GMSV or IBM Spain. Materials costs that GMSV incurs in other than
pesetas will be converted to pesetas at the exchange rate agreed for the quarter
in which GMSV pays for those materials. Whenever GMSV makes payments in pesetas,
price regularizations will consider the amounts of pesetas actually paid; thus,
for Parts that have a declared value in another currency, the actual conversion
rate at the time of customs clearance or, in its absence, the date of
acquisition will be used for regularizations. Only the Materials Cost component
of Price (component A of formula P of the Attachment 1 Statement of Work,
Section 7.1) and of the TMC (component 1 of formula TMC of the Attachment 1
Statement of Work, Section 7.2) will be regularized.
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CONTRACT Number 98-601S IBM and MSL Confidential
Net Importation Costs (NIC) will also be regularized to match the NIC amounts
that would result of applying the agreed NIC ratios (as per the Agreement and
its attachments) to the regularized Materials Cost.
No other component of price will be applied to material cost differences.
7.3 Product Engineering, Field Support and Product Management.
Starting at the Effective Date of the Agreement, GMSV will provide PE/Field
Support and Program Management as per the RS Product Attachment to the
Agreement.
Commencing on the Effective Date of the Agreement, but not before July 1, 1998,
IBM Spain will pay GMSV for these services at the rate of [*].
8.- PREMIUM COST
Total premium costs for any single event which are equal to or exceed [*] must
be pre-approved in writing by IBM Spain prior to GMSV authorizing or expending
the premium. Total premium costs for any single event which are less than [*]
may be incurred by GMSV without IBM Spain authorization to later be negotiated
with IBM Spain in good faith.
For premium labor, GMSV's request for authorization and/or reimboursement must
state premium rate in Spanish pesetas.
9.- INFORMATION TECHNOLOGY SERVICES ("I/T SERVICES").
GMSV prices for I/T costs are included in the prices as defined in Section 7.0
of the Agreement and Section 7 of this Contract.
GMSV will procure IBM I/T services for the Valencia work center through the
organization that the IBM Relationship Manager for the Valencia work center
designates.
9.1 MVS License
The terms and conditions, including pricing, governing the use of IBM's MVS
software shall be granted under a separate licensing agreement between IBM Spain
and GMSV. For MVS software modules (including additions and upgrades) that IBM
Spain agrees in writing, before fees are incurred, are required by MSL to
fulfill this Contract, IBM Spain shall reimbourse GMSV the actual MVS license
charges through separate invoices and payments. GMSV agrees that these payments
will not take place before GMSV has made the corresponding payment for the
license fees.
10.- GENERAL
IBM Spain may assign, transfer of subcontract all or part of the rights or
duties under this Contract to any subsidiary of IBM or affiliate of IBM where an
ownership interest is held. In this case, IBM Spain will notify GMSV in advance.
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CONTRACT Number 98-601S IBM and MSL Confidential
In all that has not been modified or contemplated in the present Contract, the
parties agree to abide by the terms agreed by IBM and MSL-WUS in the above
mentioned Agreement.
Notices related to this contract will be addressed to:
for IBM:
International Business Machines S.A.
Xx xx Xxxxxx 00
00000 Xxxxxxxx, Xxxxxx
Attn; Project Office.
for GMSV:
Global Manufacturers' Services - Xxxxxxxx
Xx 17.6 of the road from Valencia to Ademuz
La Xxxxx xx Xxxxxxxx
00000 Xxxxxxxx, Xxxxxx
In case of conflict between anything in this Contract and the Agreement, this
Contract will prevail over the Agreement with all its related documents,
AGREED TO: AGREED TO:
INTERNATIONAL BUSINESS GLOBAL MANUFACTURERS'
MACHINES, S.A. SERVICES - XXXXXXXX X.X.
/s/ Xxxxx Xxxxxxxx Ons /s/ Xxxxx xx Xxxxxx Xxxxxx
Name Xxxxx Xxxxxxxx Ons Name Xxxxx xx Xxxxxx Xxxxxx
---------------------------- ----------------------------
Date 26-June-1998 Date 26-Jun-98
---------------------------- ----------------------------
Other IBM approvals:
Name Name
---------------------------- ----------------------------
Date Date
---------------------------- ----------------------------
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CONTRACT Number 98-601S IBM and MSL Confidential
APPENDIX 1: GMSV prices
Both parties agree that prices must be correct according to the price definition
rules determined in the Agreement and this Contract.
GMSV will use the prices below for Invoices at the Effective Date. The parties
agree that all prices will be updated and invoiced amounts will be regularized
through the corresponding debits and credits, as necessary to ensure that the
price agreements are fulfilled. The parties also agree to cooperate in good
faith to determine correct prices in the shortest possible term.
A1.0. GMSV Labor Rate = [*] per hour.
A.1.1. FULFILLMENT PRICES (Spanish pesetas):
[*]
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