EXHIBIT 10.24
CONFIDENTIAL TREATMENT REQUESTED
PROBECARD PURCHASE AGREEMENT
IN THE FOLLOWING REFERRED TO AS "AGREEMENT"
BETWEEN
SAMSUNG ELECTRONICS INDUSTRIES CO., LTD,
A CORPORATION WITH ITS PRINCIPAL PLACE OF BUSINESS AT
SAN #24 NONGSEO-RI, KIHEUNG-EUP, YOUNGIN-CITY,
KYOUNGKI-DO, KOREA
IN THE FOLLOWING REFERRED TO AS "SAMSUNG"
OR "BUYER"
AND
FORMFACTOR INC.,
A DELAWARE CORPORATION
WITH ITS PRINCIPAL PLACE OF BUSINESS LOCATED AT
▇▇▇▇ ▇▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇,
▇▇▇▇▇▇▇▇▇, ▇▇ ▇▇▇▇▇
IN THE FOLLOWING REFERRED TO AS "VENDOR,"
(AND COLLECTIVELY THE "PARTIES")
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
1. PURPOSE OF THIS AGREEMENT
This Agreement will serve as the basis for acquisition of Multi-DUT Memory Probe
Cards by BUYER. This Agreement will be an integral part of any purchase orders
for probe cards, and as such will be attached to all purchase orders issued by
BUYER for VENDOR's DRAM probe cards and associated services, hereinafter
referred to as "Products."
1.1 The Product(s) will be delivered in accordance with the purchase
order(s) issued by BUYER and accepted by FFI (such accepted purchase
order(s) hereinafter referred to as "Individual Contract(s)"). Such
Individual Contracts shall specify only the quantity, price, and time of
delivery. All other terms of Individual Contracts shall be contained in
this Agreement.
2. INDIVIDUAL CONTRACT (PURCHASE ORDER)
2.1 The Product(s) will be delivered in accordance with the purchase
order(s) issued by BUYER and accepted by FFI (such accepted purchase
order(s) hereinafter referred to as "Individual Contract(s)"). Such
Individual Contracts shall specify only the quantity, price, and time of
delivery. All other terms of Individual Contracts shall be contained in
this Agreement.
2.2 BUYER shall furnish purchase orders to VENDOR, and VENDOR shall have the
right to accept, reject or modify purchase orders. VENDOR shall confirm
in writing such action to the responsible purchasing department at BUYER
within * * * after receipt thereof. BUYER has the right to cancel the
purchase order or Individual Contract without cost in the case of
VENDOR's non-fulfillment of the said * * * time frame, but such
cancellation must be communicated no later than * * * after VENDOR's
late acceptance of the purchase order. In the event VENDOR modifies a
purchase order, the Individual Contract shall not be valid until BUYER
communicates acceptance of the modified purchase order.
2.3 The conditions of this Agreement shall apply to all purchase orders of
BUYER regarding the Products and to any purchase order acceptance or
purchase order modification by BUYER even if such communications do not
refer to it expressly.
2.4 If, subsequent to the acceptance of any purchase order, BUYER requires
an earlier or later delivery date than as agreed, the Parties shall use
commercially reasonable to meet such requests.
2.5 Any Individual Contract may be canceled by written notification from the
BUYER. VENDOR shall notify the BUYER in writing of any cancellation
charges calculated as follows: 1st article and NRE orders shall be
subject to a
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
2
cancellation fee based on * * *. Repeat orders shall be subject to the
following cancellation charges:
Days from Delivery
When PO is Canceled Cancellation Charge
------------------- -------------------
* * * * * *
* * * * * *
* * * * * *
* * * * * *
2.6 * * * before the end of each quarter, BUYER shall provide to VENDOR a
* * * rolling forecast for its purchases of Product(s) in the form of
APPENDIX 2.
3. DELIVERY
3.1 Delivery shall be FOB Livermore, CA. The freight carrier will be * * *
if not agreed otherwise.
3.2 The date for delivery of a Product is determined in the Individual
Contract. All changes of accepted delivery dates are only valid if these
changes are requested by the responsible BUYER purchasing department.
4. PACKAGING
4.1 Unless otherwise stated by BUYER, each Product shall be shipped in an
individual case, and the packaging shall protect the Product(s) from
vibrations, shocks, temperature, temperature differences, humidity,
pressure and radiation, as can be reasonably anticipated during
shipment. The inner packaging shall fulfill the clean-room requirements
applicable at BUYER as communicated to VENDOR in writing and the outer
packaging shall be labeled in such a way that the instructions for
transport and the BUYER Internal Equipment Code (as stated in the
purchase order) of the shipment are clearly visible.
5. FINAL ACCEPTANCE
5.1 The Parties agree that the Product shall meet the Specifications defined
in APPENDIX 8.
5.2 The Product shall be considered accepted by BUYER once the Product and
any agreed upon technical documentation has been completely delivered
and the Specifications have been demonstrated by completion of the
Product Acceptance Checklist (APPENDIX 9). BUYER shall complete the
Product Acceptance Checklist within * * * days of receipt of the
Product, or the Product shall be deemed accepted.
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
3
5.3 The VENDOR shall perform an outgoing product acceptance check per
APPENDIX 8 and shall include these results with each shipment.
6. PRICES, TERMS OF PAYMENT, DELIVERY TIMES
6.1 VENDOR offers, and BUYER agrees to pay, pricing for BUYER as described
in APPENDIX 1.
6.2 BUYER will pay any invoice within * * * following the date of BUYER's
receipt of such invoice and without any deductions. All payments will be
in U.S. Dollars. BUYER must notify VENDOR of any disputed or questioned
invoice within * * * days of BUYER'S receipt of such invoice. VENDOR
agrees to respond in good faith to BUYER's notice of a disputed or
questioned invoice within * * * days of VENDOR's receipt of such notice
from BUYER.
6.3 VENDOR offers guaranteed 1st article and re-order delivery lead times as
described in APPENDIX 3.
7. WARRANTY
7.1 VENDOR warrants the Product per Appendix 6.
8. CHANGES IN THE PRODUCTS
8.1 Changes in the agreed Specifications or the outer design of the
Product(s), which are requested by BUYER, shall be performed by VENDOR
within a reasonable time if VENDOR agrees to perform such changes. If
such changes to Specifications will affect delivery dates or prices of
the Product(s), VENDOR shall inform BUYER in writing thereof, and such
Specification changes will be made only after BUYER consents in writing
to the changed delivery dates and prices.
8.2 VENDOR-initiated changes in the configuration or the Specification of
the Product(s) can be made only after written consent of BUYER.
9. SPARE PARTS
9.1 VENDOR agrees to keep consigned spare parts on stock as described in
APPENDIX 4.
10. TECHNICAL ASSISTANCE
10.1 At the request of BUYER. VENDOR shall assist with reasonable technical
assistance in use of the Product(s).
10.2 Vendor shall provide adequate qualified personnel to support the use of
the Product as described in APPENDIX 5.
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
4
11. RESEARCH AND DEVELOPMENT MANAGEMENT MEETINGS
11.1 Subject to the Parties' obligations under Section 12 ("Confidentiality")
of this Agreement, VENDOR agrees to share it's Multi-DUT Memory probe
card * * * with BUYER on a regularly scheduled basis. VENDOR hereby
designates all such * * * information as Confidential Information under
Section 12 of this Agreement. BUYER agrees to provide inputs to the
VENDOR for consideration in * * *.
11.2 BUYER and VENDOR agree to participate in regularly scheduled management
meetings to discuss BUYER * * * , VENDOR performance, and other
important business and technical issues.
11.3 VENDOR shall have the right to publicly announce the existence of this
Agreement. BUYER shall have the right to approve the wording of this
announcement.
12. CONFIDENTIAL INFORMATION
12.1 CONFIDENTIAL INFORMATION. "Confidential Information" means any
information, technical data, or know-how, including, but not limited to,
that which relates to research, products, services, customers, markets,
software, developments, inventions, processes, designs, drawings,
engineering, marketing or finances and marked with a "confidential,"
"proprietary" or similar legend. All Confidential Information received
from the disclosing Party will be in tangible form. To be considered
Confidential Information, verbal disclosures must be reduced to or
summarized in writing, marked "Confidential" and delivered to the
receiving Party within thirty (30) days.
Confidential Information does not include information, technical data or
know-how which (i) is in the possession of the receiving Party at the
time of disclosure as shown by the receiving Party's files and records
immediately prior to the time of disclosure; (ii) is or becomes part of
the public knowledge or literature, not as a result of any inaction or
action of the receiving Party, (iii) is approved for release by the
disclosing Party, (iv) is rightfully received from a third Party without
any obligation of confidentiality, or (v) is independently developed by
employees of the receiving Party.
12.2 NON-DISCLOSURE OF CONFIDENTIAL INFORMATION. VENDOR and BUYER each agree
not to use the Confidential Information disclosed to them by the other
Party for their own use or for any purpose except to carry out their
obligations under this Agreement. Neither Party will disclose the
Confidential Information of the other to third parties, or to the
receiving Party's employees, except employees or other third parties in
a fiduciary relationship to the receiving Party who are required to have
the information in order to carry out this Agreement. Each Party
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
5
has had or will have employees or other third parties to whom
Confidential Information of the other is disclosed sign a Non-Disclosure
Agreement that binds such employees or other third parties to the terms
of this Section 12 of this Agreement. Each Party agrees that it will
take all reasonable steps to protect the secrecy of and avoid disclosure
or unauthorized use of Confidential Information of the other and to
prevent it from falling into the public domain or the possession of
unauthorized persons. Each Party agrees to notify the other in writing
of any misuse or misappropriation of such Confidential Information of
the other which may come to its attention. If any Party (the "Requested
Party") receives notice of a request by any court, regulatory agency or
tribunal for production of any Confidential Information of the other
Party, the Requested Party shall promptly notify the other Party and
shall, if requested by the other Party, assist (at the other Party's
expense) in resisting the request.
12.3 RETURN OF MATERIALS. Any materials or documents which have been
furnished by one Party to the other will be promptly returned,
accompanied by all copies of such materials of documents promptly upon
request.
12.4 NO LICENSE. Nothing in this Agreement is intended to grant either Party
any rights in or to the other Party's Confidential Information, except
the limited right to use such Confidential Information solely for the
purposes of carrying out its obligations under this Agreement. Nothing
in this Agreement is meant to convey any license under any patent,
copyright, trade secret, trademark or other intellectual property right
owned or controlled by either Party.
13. TERM
13.1 This Agreement becomes effective upon signing by both Parties and shall
be in effect for a * * * unless both Parties agree in writing to extend
the Agreement for additional * * * year terms. ***
13.2 BUYER may terminate this Agreement if VENDOR breaches any material term
or condition of this Agreement and fails to cure such breach within
thirty (30) days following receipt of written notice from BUYER. VENDOR
may terminate this Agreement if BUYER breaches any material term or
condition of this Agreement and fails to cure such breach within thirty
(30) days following receipt of written notice from VENDOR.
13.3 In the event of termination Sections 7, 12, 14, 15, 16 and 17 shall
remain effective.
14. ASSIGNMENT
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
6
This Agreement is not assignable by either Party, and neither Party may delegate
its duties hereunder without the prior written consent of the other; provided,
however, that (1) VENDOR may assign this Agreement to a subsidiary or entity
controlling, controlled by or under common control with VENDOR or to any entity
that acquires all or substantially all of the assets or securities of VENDOR or
the rights to its Products, so long as VENDOR notifies BUYER in writing; and (2)
BUYER may assign this Agreement to a subsidiary or entity controlling,
controlled by or under common control with BUYER or to any entity that acquires
all or substantially all of the assets or securities of BUYER, so long as BUYER
notifies VENDOR in writing, BUYER'S assignee agrees in writing to be bound by
all terms of this Agreement, and BUYER shall remain responsible for the
performance by the assignee of all provisions of this Agreement, including but
not limited to the protection of VENDOR's Confidential Information. Any
attempted assignment in violation of this provision shall be void and the
provisions hereof will be binding upon and inure to the benefit of the Parties,
their successors and permitted assigns.
15. DISPUTE RESOLUTION
The Parties hereby agree that any dispute arising out of or relating to this
Agreement which the Parties cannot resolve themselves shall be settled in a
court of competent jurisdiction located in Santa ▇▇▇▇▇ County, California. Each
party hereby waives any objection to such venue and submits itself to the
personal jurisdiction of the state and federal courts therein.
16. APPLICABLE LAW
This Agreement shall be construed in accordance with and governed by the laws of
the State of California, irrespective of conflicts of laws principles.
17. GENERAL PROVISIONS
17.1 Except for Individual Contracts consistent with its Section 1.2, this
Agreement (together with the Appendices hereto) constitutes the complete
and exclusive agreement between the Parties pertaining to the subject
matter hereof, and supersedes in their entirety any and all written or
oral agreements previously existing between the Parties with respect to
such subject matter. Additional agreements and contractual changes must
be made in writing in order to become effective.
17.2 In the event any provision of this Agreement is held by a court or other
tribunal of competent jurisdiction to be unenforceable, such provision
will be enforced to the maximum extent permissible and such provision
and the remaining portions of this Agreement shall be enforced so as to
best meet the intentions of the Parties.
17.3 TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR VIOLATIONS OF SECTION
12 OF THIS AGREEMENT, INFRINGEMENT OF ANY PARTY'S INTELLECTUAL PROPERTY
RIGHTS, AND CASES OF GROSS NEGLIGENCE AND INTENTIONAL ACTS, IN NO EVENT
WILL EITHER PARTY
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BE LIABLE FOR ANY LOST REVENUES, DATA, OR PROFITS, OR SPECIAL, INDIRECT,
CONSEQUENTIAL OR PUNITIVE DAMAGES WITH RESPECT TO ANY CLAIMS THAT MAY
ARISE OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TERMINATION
THEREOF, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
17.4 VENDOR shall not be responsible for any failure to perform due to
unforeseen circumstances or to causes beyond VENDOR's reasonable
control, including but not limited to acts of God, war, riot, embargoes,
acts of civil or military authorities, fire, floods, accidents, strikes,
failure to obtain export or import licenses, or shortages of
transportation, facilities, fuel, energy, labor or materials. In the
event of any such delay, VENDOR may defer the delivery date of orders
for Products for a period equal to the time of such delay.
17.5 Both Parties agree to comply with all applicable international,
national, state, regional and local laws and regulations in performing
their duties hereunder and in any of their dealings with respect to the
technical information and technology disclosed hereunder or direct
products thereof. In addition to such compliance and in particular:
(i) BUYER agrees that it will not reexport or release the
software or technology it receives from VENDOR to any
party involved in sensitive or unsafeguarded nuclear
activities, or activities related to chemical or
biological weapons or missiles unless authorized by the
U.S. Export Administration Regulations or a license from
the U.S. Department of Commerce ("DOC"); and,
(ii) Without limiting the generality of Sections 17.5 and
17.5(i) immediately above, BUYER agrees that it will not
reexport or release any technical information or
technology it receives from VENDOR, including under
License Exception TSR, 15 C.F.R. Section 740.6, to a
national of the countries named in Section 17.5(iv) below
without a license exception or a license from DOC; and,
(iii) Without limiting the generality of Sections 17.5 and
17.5(i) above, BUYER agrees that it will not export the
direct product of the technical information or technology
it receives from VENDOR, including under License Exception
TSR, to a country named in Section 17.5(iv) below without
a license exception or a license from DOC if such foreign
produced direct product is subject to national security
controls as identified on the Commerce Control List, 15
C.F.R. Supp. No. 1 to Part 774.
(iv) Albania, Armenia, Azerbaijan, Belarus, Bulgaria, Cambodia,
Cuba, China (PRC), Estonia, Georgia, Iran, Iraq,
▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇, ▇▇▇▇, ▇▇▇▇▇▇, Libya, ▇▇▇▇▇▇▇▇▇,
▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇, ▇▇▇▇▇ ▇▇▇▇▇,
▇
▇▇▇▇▇▇▇, Russia, Rwanda, Serbia, Sudan, Syria, Tajikstan,
Turkmenistan, Ukraine, Uzbekistan and Vietnam.
17.6 The sale of Products hereunder by VENDOR does not convey any license to
BUYER under any patent, copyright, trade secret, trademark or other
intellectual property right owned or controlled by VENDOR ("VENDOR
Proprietary Rights"). BUYER agrees not to reverse engineer, disassemble
or modify any Product or any portion thereof without the express written
permission of VENDOR. VENDOR expressly reserves all of its rights with
respect to any patent, copyright, trade secret, trademark and/or other
proprietary rights.
17.7 Notwithstanding Section 7.7, subject to Section 17.3 of this Agreement,
and subject to subsections 17.7.1 through 17.7.4 below, VENDOR will
defend, indemnify and hold BUYER harmless from any actual loss, damages,
liabilities and costs (including but not limited to reasonable
attorney's fees and litigation costs), based upon a third party claim
that BUYER's use of the Products sold hereunder, or any part thereof,
constitutes a misappropriation of any trade secret, or an infringement
of any copyright or issued U.S. patent. VENDOR's obligations under these
Sections 17.7 through 17.7.4 ("VENDOR's Indemnity") shall arise only if
(A) BUYER promptly notifies VENDOR when any such claim is made, (B)
BUYER is not in default of this Agreement, (C) BUYER gives VENDOR sole
control of the defense and settlement of any such claim, and (D) BUYER
furnishes such information and assistance as VENDOR may reasonably
request in connection with the defense, settlement or compromise of such
claim.
17.7.1 Mitigation: In the event BUYER'S use of a Product is, or in
VENDOR'S opinion is likely to be, successfully attacked as a
result of the type of infringement or misappropriation specified
in Section 17.7 above, then VENDOR may, at its sole option and
expense, either: (A) procure for BUYER the right to continue
using such Products under the terms of this Agreement; or (B)
replace or modify such Products so that they are non-infringing
and substantially equivalent in function to the threatened
Products; or (C) if options (A) and (B) above cannot be
accomplished despite the reasonable efforts of VENDOR, then
VENDOR may both (i) terminate BUYER's rights and VENDOR's
obligations under this Agreement with respect to such Products,
and (2) refund to BUYER the net revenue VENDOR received from
BUYER for such Products conditioned upon BUYER's return of the
Product to VENDOR.
17.7.2 Exclusions: VENDOR will have no obligations under Sections 17.7
and 17.7.1 above to the extent an infringement or
misappropriation arises from: (A) modifications to the Products
that were not authorized by VENDOR; (B) Product specifications
requested by BUYER; (C) the use of the Products in combination
with products not provided by VENDOR, unless (i) VENDOR has
offered or promoted the Products to BUYER for use in such
combination, and (ii) there is no non-infringing such combination
or equivalent combination; or (D) the use of the Products in a
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process, unless (i) VENDOR has offered or promoted the Products
to BUYER for use in such process, and (ii) there is no
non-infringing use of the Products in such process or in an
equivalent process.
17.7.3 Sole Remedy: EXCEPT FOR VENDOR'S OBLIGATIONS OF COOPERATION FOUND
IN CLAUSES 17.8(i) THROUGH 17.8(iv) BELOW, THE OBLIGATIONS IN
SECTIONS 17.7 THROUGH 17.7.2 ABOVE ARE VENDOR'S SOLE AND
EXCLUSIVE OBLIGATIONS, AND BUYER'S SOLE AND EXCLUSIVE REMEDIES,
WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL
PROPERTY RIGHTS. FOR THE AVOIDANCE OF DOUBT, THERE IS NO
WARRANTY, EXPRESSED OR IMPLIED, OF THE PRODUCTS' NONINFRINGEMENT,
AND, IN THE EVENT OF ANY CLAIMED INFRINGEMENT, VENDOR HAS ONLY
THE DUTY TO INDEMNIFY BUYER AS EXPRESSED AND LIMITED IN THIS
VENDOR's INDEMNITY.
17.7.4 Cumulative Cap on Liability: IN NO CASE SHALL VENDOR'S CUMULATIVE
LIABILITY UNDER THIS VENDOR's INDEMNITY EXCEED AN AMOUNT EQUAL TO
THE * * * TO INDEMNIFY BUYER UNDER THIS VENDOR's INDEMNITY.
17.8 Subject to Section 17.3 of this Agreement, BUYER will defend, indemnify
and hold VENDOR harmless from any actual loss, damages, liabilities and
costs (including but not limited to reasonable attorney's fees and
litigation costs) based upon a third party claim: (A) that any product
sold by BUYER and processed with Products is defective in design or
manufacture; (B) subject additionally to Sections 17.8.1 and 17.8.2
below, and except for infringements for which VENDOR must indemnify
BUYER under Sections 17.7 through 17.7.4 above, that BUYER's use of the
Products sold hereunder constitutes a misappropriation of any trade
secret, or an infringement of any copyright or issued U.S. patent; or
(C) that BUYER has breached its obligations under Section 17.5 above.
BUYER's obligations under these Sections 17.8 through 17.8.2 ("BUYER's
INDEMNITY") shall arise only if (i) VENDOR promptly notifies BUYER when
any such claim is made, (ii) VENDOR is not in default of this Agreement,
(iii) VENDOR gives BUYER sole control of the defense and settlement of
any such claim, and (iv) VENDOR furnishes such information and
assistance as BUYER may reasonably request in connection with the
defense, settlement or compromise of such claim.
17.8.1 Sole Remedy: EXCEPT FOR BUYER'S OBLIGATIONS OF COOPERATION FOUND
IN CLAUSES 17.7(A)-(D) ABOVE, THE OBLIGATIONS IN THIS BUYER's
Indemnity ARE BUYER'S SOLE AND EXCLUSIVE OBLIGATIONS, AND
VENDORS' SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO
INFRINGEMENT OR
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
10
MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS. FOR THE
AVOIDANCE OF DOUBT, THERE IS NO WARRANTY, EXPRESSED OR IMPLIED,
THAT BUYER'S USE OF THE Products WILL NOT INFRINGE A THIRD
PARTY'S INTELLECTUAL PROPERTY, AND, IN THE EVENT OF ANY CLAIMED
INFRINGEMENT, BUYER HAS ONLY THE DUTY TO INDEMNIFY AS EXPRESSED
AND LIMITED IN THIS BUYER's Indemnity.
17.8.2 Cumulative Cap on Liability: IN NO CASE SHALL BUYER'S CUMULATIVE
LIABILITY UNDER THIS BUYER's Indemnity EXCEED AN AMOUNT EQUAL TO
THE * * * TO Indemnify VENDOR UNDER THIS BUYER's INDEMNITY, BUT
FOR THE AVOIDANCE OF DOUBT, PAYMENTS UNDER THIS BUYER'S INDEMNITY
SHALL BE IN ADDITION TO ANY PAYMENTS FOR PRODUCTS.
17.9 All amounts payable under this Agreement are exclusive of all sales,
use, value-added, withholding, and other taxes and duties. BUYER will
pay all taxes and duties assessed in connection with this Agreement and
its performance by any authority within or outside of the U.S., except
for taxes payable on VENDOR's net income. BUYER will promptly reimburse
VENDOR for any and all taxes or duties that VENDOR may be required to
pay in connection with this Agreement or its performance.
17.10 Notices. All notices and demands hereunder will be in writing and will
be served by personal service, facsimile transmission or mail at the
address of the receiving party set forth in this Agreement (or at such
different address as may be designated by such party by written notice
to the other party). All notices or demands by mail will be by certified
or registered mail, return receipt requested, and shall be deemed
complete 24 hours after receipt.
17.11 Section Headings and Language Interpretation. The section headings
contained herein are for reference only and will not be considered
substantive parts of this Agreement. The use of the singular or plural
form will include the other form, and the use of masculine, feminine or
neuter genders will include the other genders.
17.12 Equitable Relief. BUYER acknowledges that any breach of its obligations
under this Agreement with respect to VENDOR Proprietary Rights or
Confidential Information of VENDOR will cause VENDOR irreparable injury
for which there are inadequate remedies at law, and therefore VENDOR
will be entitled to receive in any court of competent jurisdiction
injunctive, preliminary or other equitable relief in addition to
damages, including court costs and fees of attorneys and other
professionals, to remedy any actual or threatened violations of its
rights with respect to such matters.
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* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
11
17.13 Waiver. The waiver by either Party of any default by the other will not
waive subsequent defaults by the other of the same or a different kind,
and all waivers must be in writing to be effective.
17.14 Attorneys' Fees. In the event any litigation is brought by either Party
in connection with this Agreement, the substantially prevailing Party in
such litigation will be entitled to recover from the other party all the
reasonable costs, attorneys' fees and other expenses incurred by such
Party in the litigation, and need not bring a suit to final judgment to
substantially prevail.
17.15 Execution of Agreement. This Agreement will become effective only after
it has been signed by both Parties. Each person executing this Agreement
represents and warrants that he or she has been duly authorized under
the applicable Party's charter documents and applicable law to execute
this Agreement on behalf of the applicable Party. This Agreement may be
executed in two or more counterparts, each of which when so executed
will be deemed an original, and all of which together will constitute
one and the same instrument.
Date: November 22, 2002 Date:
------------------------
FormFactor, Inc. SamSung Electronics Co.
By: /s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇ By: [illegible]
---------------------- --------------------------
Date: Date:
-------------------- ------------------------
VP - Worldwide Sales
APPENDIX 1 Probecard Pricing
APPENDIX 2 Quarterly updated Forecast
APPENDIX 3 First Article and Re-Order Delivery Lead-Times
APPENDIX 4 Spare parts
APPENDIX 5 Support Structure
APPENDIX 6 Outgoing Product Acceptance Check
APPENDIX 7 Warranty
APPENDIX 8 Product Specifications
APPENDIX 9 Product Acceptance Checklist
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Appendix 1
--------------------------------------------------------------------------------
Product Pricing for Samsung
Pricing Terms:
1. Pricing for probecards delivered in a 1 year period starting from the
execution of the Probecard Purchase Agreement shall be as follows:
---------------------------------------------------------------------
ANNUAL QTY:
PRODUCT TYPE * * * CARDS
---------------------------------------------------------------------
* * * * * *
---------------------------------------------------------------------
* * * * * *
---------------------------------------------------------------------
* * * * * *
2. Contract Term and Condition:
2.1 Contract term for * * * shall be from December 2000 to * * *.
2.2 Samsung will purchase * * * probecards during the contract term.
2.3 Pricing assumes BUYER places a blanket PO at the beginning of
each quarter and places individual written releases against this
quarterly order. Samsung shall only be responsible for those
probecards covered on the individual written releases.
3. Price Condition:
3.1 Above unit prices will be reviewed in * * * and could be adjusted
based on market situation if necessary.
3.2 The price for * * * will be negotiated toward about * * * if the
volume is over * * * % out of * * *.
3.3 A * * * % premium shall apply to the table above should a DUT
exceed * * *
3.4 Should Samsung purchase a quantity of * * * of a new design
(* * *), a * * * % premium shall apply to the pricing above and
the * * * shall apply. Should the New Design be a * * *.
4. Repair Condition:
4.1 The price to replace a probe head is * * *. Other repair costs
are included in the attached repair policy and shall not exceed
* * *.
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
13
4.2 VENDOR will assign * * *.
4.3 Samsung shall provide VENDOR * * *.
5. Payment terms, Net * * *, F.O.B. Livermore, CA, Payable in US Dollars.
6. Samsung agrees to provide * * *, a written, good faith forecast of its
demand for the following * * *, month periods. VENDOR has the right to
adjust the pricing (either upward or downwards) from the table above
based on the forecast received from BUYER.
7. VENDOR shall execute Local Presence Plan together with execution of the
Probecard Purchase Agreement. (Refer to attached Local Presence Plan).
8. Both companies agree to Order Cancellation Policy (Attached).
9. Both companies will cooperate together to improve relationship.
10. FFI and Samsung shall issue a joint press release about the existence of
this contract.
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
2
Appendix 2
BUYER FORECAST FOR FORMFACTOR PROBECARDS
1. BUYER agrees to provide a good-faith forecast per the table below for
its demand for the following * * * period, * * * before the end of each
calendar quarter. * * *.
2. This forecast shall be used for planning purposes only.
-------------------------------------------------------------------------------------------------
FORECAST FOR FORMFACTOR PROBECARDS
-------------------------------------------------------------------------------------------------
QUANTITY DELIVERED IN CALENDAR MONTH
2000
-------------------------------------------------------------------------------------------------
PROD DUT TEST JAN FEB MAR APR MAY JUN JUL AUG SEP OCT NOV DEC
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
-------------------------------------------------------------------------------------------------
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
1
Appendix 3
--------------------------------------------------------------------------------
FIRST ARTICLE AND RE-ORDER DELIVERY LEAD-TIMES
Subject to the terms of this Agreement, VENDOR agrees to offer BUYER the
following First Article Standard Lead Times
--------------------------------------------------------------------------------
DESIGN START 1ST ARTICLE RE-ORDER 1 RE-ORDER 2
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
1H '2001 * * * * * * * * *
--------------------------------------------------------------------------------
* * * * * * * * *
--------------------------------------------------------------------------------
* * * * * * * * *
--------------------------------------------------------------------------------
Re-Order 1: * * *
Re-Order 2: * * *
EXPEDITED DELIVERY:
1st Article: Should BUYER request an expedited delivery, VENDOR will make
commercially reasonable efforts to meet expedited lead times * * *, subject to a
* * * premium for expedited NRE and 1st article probecards.
Re-Order: Should BUYER request an expedited delivery, VENDOR will make
commercially reasonable efforts to meet expedited lead times * * *, subject to a
* * * premium for expedited NRE and 1st article probecards.
NOTES:
1. Lead-time is define as * * *.
2. Lead-time quoted is subject to * * *.
3. Should design changes be received after beginning of the design
process, BUYER may be subject to additional charges and modified
delivery schedules. Such changes would be by mutual agreement and
would be taken on a case by case basis.
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
1
Appendix 5
--------------------------------------------------------------------------------
SUPPORT STRUCTURE
Subject to the terms of this Agreement, VENDOR shall provide technical
support and assistance to BUYER through a combination of telephone support,
periodic visits from qualified factory personnel, and qualified local personnel,
as described below:
Telephone Support:
If required, VENDOR shall schedule a weekly conference call with each
BUYER site to communicate and discuss important technical issues. Additionally,
VENDOR will designate a factory-based technical support person for all BUYER
sites. This technical support person will be available during normal California
business hours (8 am/5pm Pacific Standard Time) and will carry a Nationwide
Pager for emergency support.
Support from Factory Personnel:
VENDOR will visit each BUYER site, as required, to provide reasonable
technical support. Such support shall include training, trouble-shooting, and
assistance in various projects or experiments. Visits by Factory Personnel may
be substituted by local personnel as appropriate.
Support from Local Personnel:
VENDOR shall put in place and maintain, at its own cost, local support
personnel for each BUYER site. At VENDOR'S discretion, Local support personnel
shall be either employees of VENDOR or affiliates of VENDOR. Local personnel
shall be situated within reasonable driving distance from each BUYER site.
Each local support person shall be required to complete a VENDOR
training certification course. Training and certification shall take place
annually. VENDOR local support shall be allowed reasonable access to the test
areas within BUYER sites so that they may assist in technical support.
VENDOR reserves the right to replace local personnel with 30 days notice
to BUYER.
1
FormFactor
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: 925.294-4300
FAX: 925.294-8147
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
FORMFACTOR
FACTORY REPAIR PRICE LIST AND POLICY
Version 0.1 Published: 4/17/00
FormFactor provides a repair service for probe cards damaged by events
not covered by the standard FormFactor warranty (attached). FormFactor charges
for the repair service based on the complexity of the repair, the cost of
materials, and the manpower required completing the repairs. FormFactor strongly
urges customers to work closely with the FormFactor Field Applications team to
locate and eliminate the root cause of each damage incident to minimize the
future risk of tester downtime and reduce probe card expenses.
Repair Policy
FormFactor will analyze each instance of probe card damage in order to
determine the source of damage, whether the damage is covered by warranty, and
potential repair strategies. Before performing any repairs, FormFactor will
provide the customer a Repair Report that confirms damage, lists the repairs
required, and includes a quotation for cost and lead time for the work to be
performed. Upon approval of the quotation and receipt of a purchase order,
repairs will be performed and the probe card shipped to the customer. * * *. In
this case, the customer will be offered the next level of repairs and will only
be charged for the repair successfully completed.
From time to time, customers may have an urgent need to replace a
damaged probe card before FormFactor can complete repair. To meet urgent
delivery requirements FormFactor may offer a new probe head from inventory to
the customer. If the customer accepts this option, the customer will only be
charged the cost of * * *. If a new probe head is shipped in lieu of a repaired
probe head, the customer must also agree that FormFactor may repair the damaged
probe head and may ship the repaired probe head as a component of a * * *. All
replaced components become the property of FormFactor and will not be returned.
FormFactor encourages customers to establish an open purchase order for
repair services in order to reduce the lead-time to resolve business issues
surrounding repair quotations. Business issues can often dominate the lead-time
for completing a repair and FormFactor's objective is to get each card repaired
and back into production as quickly as possible.
1
All repaired cards are fully tested using FormFactor's standard outgoing
quality procedures, meet all original specifications, and are covered by the
standard FormFactor warranty in effect when the cards were originally shipped.
Repair Pricing
-------------------------------------------------------------------------------------------------
ANALYSIS
PERFORMED, NO
REPAIR REQUESTED * * * * * * COMMENTS
-------------------------------------------------------------------------------------------------
MINIMUM REPAIR Minimum charge
CHARGE * * * if analysis
finds no problem
-------------------------------------------------------------------------------------------------
INDIVIDUAL TIP
REPLACEMENT * * * * * * * * *
-------------------------------------------------------------------------------------------------
SPRING RE-
POSITIONING * * * * * * * * *
-------------------------------------------------------------------------------------------------
-------------------------------------------------------
* * *
-------------------------------------------------------
MAJOR REPAIR * * *
-------------------------------------------------------
PCB REPLACEMENT * * *
NOTE: All shipping costs and import duties are the responsibility of the
customer.
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
2
FormFactor
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: 925.294-4300
FAX: 925.294-8147
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
Analysis Service Pricing
-------------------------------------------------------------------------------------------
Advanced Failure Analysis - Detailed failure analysis performed in
Up to * * * DUTs * * * addition to standard Repair Report. Only
required when requested by customer.
-------------------------------------------------------------------------------------------
Advanced Failure Analysis - Detailed failure analysis performed in
* * * DUT * * * addition to standard Repair Report. Only
required when requested by customer.
-------------------------------------------------------------------------------------------
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
1
FormFactor
▇▇▇▇ ▇▇▇▇▇▇▇▇ ▇▇▇▇▇
▇▇▇▇▇▇▇▇▇, ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇
Phone: 925.294-4300
FAX: 925.294-8147
E-mail: ▇▇▇▇@▇▇▇▇▇▇▇▇▇▇.▇▇▇
WAFERPROBE(TM) WARRANTY POLICY
Warranty
The FormFactor WaferProbe System is warranted to be, under normal use and
conditions, free from defects in materials and workmanship for the entire life
of the product to be probed (the "WARRANTY PERIOD"). In addition, the WaferProbe
system is warranted to comply with the precipitator published specification for
X/Y placement, planarity and total path resistance over the full Warranty
Period. This limited warranty does not cover defects or damage due to acts of
God, use or handling not in accordance with specifications or instructions, or
repair or modification by anyone other than FormFactor or FormFactor authorized
agents. Without limiting the generality of the foregoing, a partial list of
defects covered and not covered by this warranty is set forth below.
Covered by Warranty:
Electrical or mechanical failure of any component of the
WaferProbe system when operated under normal conditions as
described in the WaferProbe specification.
Wear due to operation when adhering to an approved FormFactor,
Inc. cleaning protocol
Not Covered by Warranty:
Damage due to excess overdrive (* * *)
Damage due to improper handling
Any damage caused by Metrology tools
Any damage outside the prober
Any damage caused by loose contaminants or particulates
Damage due to not following documented cleaning procedures
Operation outside temperature range * * *
Excess electrical current (* * *)
"Hot" touchdown or lift-off - connecting or disconnecting the
probe card from the wafer with voltage on pins
Damage due to prober malfunction
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
Sole Remedy
Should the WaferProbe System fail to conform to the above warranty
during the Warranty Period, the customer's sole remedy and FormFactor's sole
obligation is FormFactor will repair or replace the probe card at no charge to
the customer.
Warranty Claims Process
The customer, must notify its FormFactor sales representative in writing
(via e-mail, facsimile or letter) of the defect the customer is experiencing,
and if FormFactor, Inc. determines that repair, or replacement is necessary,
customer will receive a Service Authorization Request (SAR) number. Customer
shall not return any WaferProbe System without an SAR. No work will be done on
any returned product until an SAR # is assigned. Customer may then, at its own
expense, return to FormFactor the WaferProbe System in question, freight prepaid
and in the same packing conditions in which it left FormFactor premises,
accompanied by a brief statement explaining the claimed defect. Upon receipt of
the WaferProbe System, FormFactor's factory personnel will perform a failure
analysis on the returned WaferProbe System to confirm the defect and determine
the nature of the defect. The failure analysis repair will be available upon
customer request.
If FormFactor determines that the failure of the WaferProbe System is
covered by the limited warranty, FormFactor will repair or replace the probe
card.
If FormFactor determines that any returned WaferProbe System is fully
functional and not defective, FormFactor will provide a written statement
setting forth FormFactor's conclusion that the returned WaferProbe System was
not defective. If a non-defective, damaged WaferProbe System may be repaired,
the customer may request that FormFactor quote price and delivery terms for
repair of the WaferProbe System. If the WaferProbe System is not repairable or
the customer chooses not to have the card repaired, FormFactor will return the
WaferProbe System to the customer at the customer's expense, freight collect and
the customer agrees to pay FormFactor's reasonable cost of handling and testing.
Disclaimer
THE WARRANTIES SET FORTH ABOVE ARE IN LIEU OF ALL OTHERS. AND FORMFACTOR
SPECIFICALLY DISCLAIMS ANY AND ALL OTHER WARRANTIES. WHETHER EXPRESS. IMPLIED OR
STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON
INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, OR MERCHANTABILITY. NO PERSON IS
AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION CONCERNING THE
PERFORMANCE OF THE WAFERPROBE SYSTEM OTHER THAN AS PROVIDED IN THIS SECTION.
2
FormFactor, Inc.
CONFIDENTIAL
--------------------------------------------------------------------------
Doc #: P02-0002B Title: WaferProbe(TM) Parallel Memory
Page 1 of 5
Device Probe Card Specification
--------------------------------------------------------------------------
FORMFACTOR
P02-0002B
WAFERPROBE(TM) PARALLEL MEMORY
DEVICE PROBE CARD SPECIFICATION
--------------------------------------------------------------------------
Doc #: P02-0002B Title: WaferProbe(TM) Parallel Memory
Page: 2 of 5
Device Probe Card Specification
--------------------------------------------------------------------------
1. Document Number: P02-0002B
2. Title: WaferProbe Parallel Memory Device Probe Card Specification
3. Purpose/Scope:
3.1 The purpose of this document is to provide information as to
FormFactor's standard specification and commitment to the
customer of probe card performance and capabilities.
4. Responsibility:
4.1 Director of Marketing and Director of Design Engineering are
jointly responsible for maintaining this document.
5. Applicable Documents:
6. Definition:
7. Equipment, Tools, Materials, and Supplies:
7.1 Equipment:
7.2 Tools:
7.3 Materials:
7.4 Supplies:
8. Procedure:
8.1 Operation Procedure:
9. Quality:
9.1 If for any reason the specification can not be followed notify
Director of Marketing immediately.
10. Safety:
10.1 Observe any and all safety issues.
--------------------------------------------------------------------------
Doc #: P02-0002B Title: WaferProbe(TM) Parallel Memory
Page: 3 of 5
Device Probe Card Specification
--------------------------------------------------------------------------
11. Attachment:
11.1. WaferProbe(TM) Parallel Memory Device Probe Card Specification
12. History:
-------------------------------------------------------------------------------------
Date Rev ECN # Originator Description
-------------------------------------------------------------------------------------
10/13/98 A 8091502 * * * New Document
-------------------------------------------------------------------------------------
09/27/99 B 9090804 * * * Add new standard * * * spec,
* * *
-------------------------------------------------------------------------------------
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
WAFERPROBE(TM) PARALLEL MEMORY DEVICE PROBE CARD SPECIFICATION
-------------------------------------------------------------------------------------------------
NOMINAL
PARAMETER SPECIFICATION TOLERANCE COMMENTS
-------------------------------------------------------------------------------------------------
* * * * * * * * * Measured on FormFactor
spring force metrology tool
-------------------------------------------------------------------------------------------------
* * * * * * * * * Measured on FormFactor
spring force metrology tool
-------------------------------------------------------------------------------------------------
PLANARITY (* * *) * * *
-------------------------------------------------------------------------------------------------
PLANARITY (* * *) * * *
-------------------------------------------------------------------------------------------------
SCRUB LENGTH * * * For reference only. Actual
scrub length will vary
depending on the
condition of operation.
-------------------------------------------------------------------------------------------------
RECOMMENDED OVERTRAVEL * * *
-------------------------------------------------------------------------------------------------
MAXIMUM OVERTRAVEL * * * * * *
-------------------------------------------------------------------------------------------------
MAX USABLE AREA ON * * * * * *
PROBE HEAD
-------------------------------------------------------------------------------------------------
IMPEDENCE * * * * * * * * *
-------------------------------------------------------------------------------------------------
LEAKAGE * * * * * *
-------------------------------------------------------------------------------------------------
TIMING SKEW * * * [Diagram]
Signal Skew between
longest path and
shortest path
introduced by probe card
-------------------------------------------------------------------------------------------------
DC PATH RESISTANCE * * * * * *
POWER/GROUND PIN
-------------------------------------------------------------------------------------------------
DC PATH RESISTANCE * * * * * *
COMMON GROUND PIN
-------------------------------------------------------------------------------------------------
DC PATH RESISTANCE * * * * * *
SIGNAL PIN
-------------------------------------------------------------------------------------------------
ROTATION OF TIPS TO PCB * * *
-------------------------------------------------------------------------------------------------
HOT ▇▇▇▇▇ TEMPERATURE * * *
(T)
-------------------------------------------------------------------------------------------------
FormFactor, Inc. CONFIDENTIAL
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
----------------------------------------------------------------------------------------------------
NOMINAL
PARAMETER SPECIFICATION TOLERANCE COMMENTS
----------------------------------------------------------------------------------------------------
PROBE HEIGHT (1) * * * (1) Nominal +/- 0.35 mm [diagram]
(2) * * * (2) Nominal +/- 0.5 mm
----------------------------------------------------------------------------------------------------
MICROSPRING(TM) * * * For reference only [diagram]
CONTACT LENGTH
----------------------------------------------------------------------------------------------------
MICROSPRING * * * For reference only [diagram]
CONTACT HEIGHT
----------------------------------------------------------------------------------------------------
PROBE TIP SHAPE * * * FormFactor proprietary alloy
----------------------------------------------------------------------------------------------------
PROBE TIP * * * [diagram]
MATERIAL
----------------------------------------------------------------------------------------------------
PROBE TIP SIZE * * * * * * [diagram]
----------------------------------------------------------------------------------------------------
X-Y TIP PLACEMENT * * * [diagram]
----------------------------------------------------------------------------------------------------
+ Drawings not to scale
FormFactor, Inc. CONFIDENTIAL
--------
* * * Confidential treatment has been requested for portions of this exhibit.
The copy filed herewith omits the information subject to the confidentiality
request. Omissions are designated as *****. A complete version of this exhibit
has been filed separately with the Securities and Exchange Commission.
2
Attachment 9
--------------------------------------------------------------------------------
PROBECARD ACCEPTANCE CHECKLIST
-------------------------------------------------------------------------------------------------
Product ID: Date:
-------------------------------------------------------------------------------------------------
Manufacturer: Probecard No.
-------------------------------------------------------------------------------------------------
Device: DUT:
-------------------------------------------------------------------------------------------------
OPTICAL CHECK
Probe tips ok
Solder Pads ok
Added Facilities ok
PRECISION POINT CHECK
-------------------------------------------------------------------------------------------------
Max Min Mean Units
-------------------------------------------------------------------------------------------------
X position um ok
-------------------------------------------------------------------------------------------------
Y position um ok
-------------------------------------------------------------------------------------------------
Planarity um ok
-------------------------------------------------------------------------------------------------
Alignment um ok
-------------------------------------------------------------------------------------------------
Leakage nA ok
-------------------------------------------------------------------------------------------------
Scrub Length um ok
-------------------------------------------------------------------------------------------------
Scrub Diameter um ok
-------------------------------------------------------------------------------------------------
Scrub Angle (0) ok
-------------------------------------------------------------------------------------------------
Contact Resistance [Omega] ok
-------------------------------------------------------------------------------------------------
Probe Force gm ok
-------------------------------------------------------------------------------------------------
Capacitors ok
-------------------------------------------------------------------------------------------------
TESTER CHECK
Contact Loop ok
Difference first/last contact ok
Probemark inspection ok
Hardcode ok
----------------------------------------------------------------------------
Reference measurements Tester
----------------------------------------------------------------------------
Board
----------------------------------------------------------------------------
Probecard
----------------------------------------------------------------------------
Lot
----------------------------------------------------------------------------
Yield comparison
----------------------------------------------------------------------------
CHECK RESULT
-------------------------------------------------------------------------------------------------
Comments:
-------------------------------------------------------------------------------------------------
Rework: YES NO
Return: YES NO
Release: YES NO
Name:_______________________________ Signature:_____________________________
