Master Service Level Agreement (2001)Full Document 

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                        MASTER SERVICE LEVEL AGREEMENT

THIS MASTER SERVICE LEVEL AGREEMENT (the "Agreement") is entered into as of
August 1, 2001 (the "Effective Date"), and is by and between AGILENT
TECHNOLOGIES, INC., a Delaware corporation ("Agilent"), and KONINKLIJKE
PHILIPS ELECTRONICS NV, a company organized under the laws of the Netherlands

1.   Agreement Scope; Service Level Agreements.

1.1. Scope of Agreement. This Agreement is entered into in furtherance of the
Asset Purchase Agreement by and between Agilent and Philips dated as of
November 17, 2000 (as amended and supplemented, the "Purchase Agreement") and
the Transition Services Agreement entered into as of the date hereof, by and
between Agilent and Philips (the "TSA") for the purpose of establishing terms
and conditions which will apply to each Service Level Agreement ("SLA") and
the provision of services pursuant to the TSA. The terms of this Agreement are
intended to be in addition to the terms of the TSA. In the event of any
ambiguity or conflict between the TSA or this Agreement and any SLA, the TSA
and this Agreement shall control; provided, however, that with respect to
services that are covered by an SLA, the descriptions of services set forth in
such SLA shall control over more general descriptions contained in either the
TSA or this Agreement.

1.2. Global Service Level Agreements. Agilent and Philips acknowledge and
agree that the SLAs will be negotiated by Agilent and Philips prior to Closing
and shall be executed by Agilent and Philips on behalf of themselves and on
behalf of their respective Subsidiaries. Following the Closing, Philips shall
cause its respective Subsidiaries to issue purchase orders to Agilent's
Subsidiaries under which the Philips Subsidiary will purchase the Services
from Agilent or its applicable Subsidiary, as the case may be, under the terms
of the TSA, this Agreement and the applicable SLA. Agilent shall perform or
shall cause its respective Subsidiaries to perform the Services for the
Philips Subsidiary issuing the purchase order in accordance with the terms in
this Agreement, the TSA, and the SLA. Agilent shall issue or cause its
Subsidiaries to issue to the Philips Subsidiary issuing the purchase order
invoices against such purchase orders and Philips shall pay or shall pause
each such Philips subsidiary to pay such invoices, subject to the terms and
conditions of the SLAs, this Agreement and the TSA.

1.3. Exit Strategies for SLAs. Agilent and Philips acknowledge and agree that
notwithstanding anything to the contrary set forth in any SLA, the exit plans
and the strategies described in any SLA are for planning and reference
purposes only, and shall not be binding upon Agilent or Philips or their
respective Subsidiaries.

Notwithstanding anything to the contrary in this Section 1.3, in the event any

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