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EXHIBIT 10.6
PURCHASE AGREEMENT
This Purchase Agreement ("Agreement") is made as of July 1, 1997 by and
between Splitrock Services, Inc. a Texas Corporation ("Splitrock") and Yurie
Systems, Inc., a Delaware corporation ("Yurie").
1. During the 18 months following execution of this Purchase Agreement,
Splitrock will purchase a minimum of twenty million dollars ($20 million) of
standard Yurie products at a discount of forty percent (40%) off of Yurie's
list prices for such products, pursuant to Yurie's commercial terms and
conditions. The parties shall negotiate annual purchase volume and discount
levels for each subsequent year.
2. Yurie's acceptance of Splitrock Purchase Orders shall be subject to
its standard practice and policies, including credit worthiness. If Yourie does
not accept a Purchase Order based on credit worthiness, Splitrock may reduce
its dollar volume commitment in paragraph 1. by the dollar amount of product
contained in such Purchase Order.
3. In consideration for Splitrock's purchase commitment in paragraph 1.,
Yurie is also agreeing to provide additional services to Splitrock in support
of the products purchased pursuant to paragraph 1, as outlined in attachment A.
Such services will be provided to Splitrock pursuant to Splitrock's
specifications and directions. Accordingly, Yurie makes no warranties or
representations regarding these additional services, nor any warranties or
representations of any products or materials, whether acquired by Yurie or
Splitrock, other than Yurie's commercial warranty terms for the Yurie products
purchased pursuant to paragraph 1.
4. Splitrock agrees to pay Yurie for the additional services in
paragraph 3 on a time and materials cost basis, with costs to include direct
labor and material, and overhead burdens applied to both labor and material,
consistent with Yurie accounting practices. Splitrock also agrees that it will
pay Yurie for any and all materials purchased as part of the additional services
being provided.
Dated: 18 July 1997 SPLITROCK SERVICES, INC.
By: /s/ XXXXXXX XXXXXX
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Xxxxxxx Xxxxxx, President
Dated: YURIE SYSTEMS, INC.
By:
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Xxxxx X. Xxxx, President
