Manufacturing Agreement (2004)Full Document 

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Manufacturing Agreement


Build-To-Print Systems




Agreement No.                     


by and between


Solectron South Carolina, a South Carolina Corporation




Stratus Computer Systems, S.a.r.l., Luxembourg (“Customer”)


Attachments to this BTP Agreement:


Attachment A: Pre-GA Statement of Work


Attachment B: Stratus Trademark Listing And Copyright Notices


Attachment C: Volume Pricing Matrix


Attachment D: CRU/FRU Listing


Attachment E: Volume Production Incremental Fees


(***) Indicates confidential material that has been omitted pursuant to a request for confidential treatment and filed separately with the Securities and Exchange Commission.


Solectron/Stratus Confidential         Final – April 14, 2000

Table of Contents


Section No.



1    Precedence
2    Definitions
3    Term
4    Purchase Orders and Product Forecast
5    Material Procurement and Liability
6    Price Reviews
7    Delivery
8    Payment Terms
9    Quality
10    Engineering Changes
11    Repair, Logistics and Customer Service Depot Support
12    Property Management
13    Confidential Information
14    Warranty
15    Intellectual Property/License Grants
16    Termination
17    Dispute Resolution
18    Limitation Of Liabilities
19    Indemnification/Insurance
20    General


Solectron/Stratus Confidential         Final – April 14, 2000





Build-to-Print Systems


This Manufacturing Agreement (“Agreement”) is entered into as of April 14, 2000 by Solectron South Carolina, a South Carolina Corporation (“Solectron”), with a principal place of business located at 1000 Technology Drive, West Columbia, South Carolina 29170 and Stratus Computer Systems, S.à r.l., Luxembourg (“Customer”) whose principal place of business is located at Zugestr. 76, 6340, Baar, Switzerland.


Whereas, Customer manufactures, distributes and sells computer equipment and software, and


Whereas, Solectron is in the business of manufacturing, assembling, integrating and shipping computer systems and components for and on behalf of third parties and providing related services thereto, including product and process design services, logistics, repair, purchasing and provisioning services and shipping and freight forwarding services, and


Whereas, Customer desires to engage Solectron and Solectron desires to provide to Customer such manufacturing and related services for certain computer products. Now therefore, in consideration of their mutual promises, Solectron and Customer hereby agree as follows:


1.0 Precedence


1.1 This Agreement is intended to operate as a basic set of operating conditions regarding the business relationship between Solectron and Customer and shall apply to all Products listed in the Statement of Work(s) incorporated into this Agreement or hereafter added. Solectron and Customer agree to meet and review this Agreement one year after the date of the contract and mutually determine if changes should be made to any of the terms and conditions based on the then current business model.


1.2 This Agreement sets forth a non-exclusive arrangement between the parties. Customer and Solectron have the right to develop, have developed, procure, manufacture and/or market product or services now or in the future, including any which may be competitive with those which are the subject of this agreement. This Agreement does not guarantee that Customer will provide any Product(s) or Product volumes to Solectron; provided, however, the Product pricing and Services offered by Solectron are based on Customer representations of certain Product volumes and pricing and services may be adjusted if the volumes are not realized.



It is the intent of the parties that this Agreement and any applicable written Statement of Work shall prevail over the terms and conditions of any Solectron quotation, Customer purchase order, order acknowledgment form or other instrument. In the event of any


Solectron/Stratus Confidential         Final – April 14, 2000


conflict or inconsistency between this Agreement and any applicable agreed written Statement of Work, the written Statement of Work shall govern and control.


2.0 Definitions


2.1 Agreement – Unless the context otherwise requires, references to the Agreement include all applicable Statements of Work and all Attachments referred to herein and attached hereto, all of which are incorporated herein by this reference.


2.2 End of Life – means the date after which a component supplier will no longer supply a specific component.


2.3 Equipment – the items of finished hardware shipped by Solectron to or as directed by Customer hereunder.


2.4 Intellectual Property Rights – means all copyrights (including, without limitation, the exclusive right to reproduce, prepare derivative works, distribute, publicly display and publicly perform), patent rights (including, without limitation, patent applications), trade names, trademarks, service marks, trade dress, mask-work rights, trade secrets, moral rights, author’s rights, right of publicity, contract and licensing rights, rights in packaging, goodwill, industrial rights and other intellectual property rights as may exist now or hereafter come into existence and all renewals and extensions thereof, regardless of whether any of such rights arise under the laws of the United States or any other state, country or jurisdiction throughout the world.


2.5 GA – refers to the date when a Product has been announced by Customer as “General Availability”.

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