Repair Services Agreement (2003)Full Document 

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REPAIR SERVICES AGREEMENT

between

JABIL GLOBAL SERVICES, INC

and

Quantum Corporation


Table of Contents

Page

1

Definitions

1

2

List of Schedules

4

3

Services

4

3.1

Testing

5

3.2

Packaging and Shipping

5

3.3

Items to be Supplied by Quantum

5

3.4

Items to be Supplied by Jabil

5

3.5

Materials Procurement

5

4

Warranty

5

4.1

Jabil Warranty

5

4.2

Breach of Warranty

6

4.3

Limitation of Warranty

6

5

Limitation of Damages

7

6

Delivery, Risk of Loss and Payment Terms

8

6.1

Payment

8

6.2

Taxes

8

7

Import and Export

8

8

Change Orders, Rescheduling and Cancellation

9

9

Service Increases

9

10

Treatment of Excess, Surplus and Obsolete Inventory

9

11

Termination Charges

9

12

Duty to Mitigate Costs

10

13

Term

10

14

Termination

1

14.1

Termination for Cause

10

14.2

Termination for Bankruptcy/Insolvency

11

14.3

Termination Consequences

11

14.4

Physical Inventory

11

14.5

Loaned Equipment

11

14.6

Legal Proceedings

11

15

Confidentiality

12

15.1

Confidentiality Obligations

12

15.2

Term and Enforcement

12

15.3

Return of Proprietary Information and Technology

12

16

Intellectual Property Rights; Assignment

12

16.1

Jabil Existing Technology

12

16.2

Jabil Created Technology

12

17

Indemnification

13

18

Relationship of Parties

14

19

Insurance

14

20

Force Majeure

14

21

Miscellaneous

15

21.1

Notices

15

21.2

Attorneys' Fees and Costs

16

21.3

Amendment

16

21.4

Partial Invalidity

16

21.5

Monies

16

21.6

Entire Agreement

16

21.7

Binding Effect

17

21.8

Waiver

17

21.9

Captions

17

21.1

Construction

17

21.11

Section References

17

21.12

Business Day

17

21.13

Governing Law and Dispute Resolution

17

21.14

Other Documents

18

21.15

Counterparts

18


REPAIR SERVICES AGREEMENT

        This Repair Services Agreement (this “Agreement”) is entered into by and between Jabil Global Services Inc. (“Jabil”), a Florida corporation, with an address at 4601 Cromwell Avenue, Memphis, TN 38118 and its wholly owned subsidiaries and Affiliates, and Quantum Corporation, a Delaware corporation (“Quantum”), having its principal place of business at 501 Sycamore Street, Milpitas, California 95035 and its wholly owned subsidiaries and Affiliates.  Jabil and Quantum are referred to in this Agreement as “Party” or “Parties”.

RECITALS

        A.   Jabil is in the business of providing repair, testing, refurbishment, packaging, shipping  and RMA fulfillment services for circuit boards, electronic assemblies, subassemblies, systems and subsystems.

        B.   Quantum is in the business of designing, developing, distributing, marketing and selling products containing circuit boards, electronic assemblies, subassemblies, systems and subsystems.

        C.    Whereas, the Parties desire that Jabil repair, test, refurbish, package and ship the circuit boards, electronic assemblies, subassemblies, systems and subsystems as set forth in this Agreement.

        NOW, THEREFORE, in consideration of the foregoing and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows:

TERMS

1.       Definitions.  In addition to terms defined elsewhere in this Agreement, the capitalized terms set forth below shall have the following meaning:

          1.1   "Affiliate" means with respect to a Person, any other Person which directly or indirectly controls, or is controlled by, or is under common control with, the specified Person or an officer, director or 10% or more shareholder of the specified Person, including without limitation the parent or parents of the specified Person.  For purposes of the preceding sentence, "control" of a Person shall mean the possession, directly or indirectly, of the power to direct or cause the direction of the management or policies of such Person, or direct or indirect ownership (beneficially or of record) of, or direct or indirect power to vote, 5% or more of the outstanding shares of any class of capital stock of such Person (or in the case of a Person that is not a corporation, 5% or more of any class of equity interest).\

          1.2   "Approved Vendor List" means the written list of third party suppliers or contractors of materials, parts and components utilized by Jabil in the manufacture and assembly of the Products hereunder, which have been supplied or approved by Quantum.


*****Confidential treatment has been requested for omitted portions.

1.


          1.3   "Components Supplied by Quantum" means those components or materials that Quantum provides, directly or indirectly, to Jabil to be incorporated into the Product.

          1.4   "Electronic Exchange"  shall mean the exchange of information using, electronic data interchange, internet or web based applications, or any other emerging business to business applications.

          1.5   “End of Life Buys”  shall mean a purchase by Jabil, as required by Quantum, of materials, components or other items due to the phase out of manufacture of such items.

          1.6   "Effective Date" shall mean the date upon which the terms and conditions of this Agreement shall become effective by and between the Parties. The Parties have agreed that the Effective Date of this Agreement shall be the  ______  day of December, 2002.

          1.7    "Improvements and Modifications" shall mean and include any and all updates, changes, engineering changes, adaptations, enhancements and/or modifications supplied or approved by Quantum that:  (i) correct any errors or defects in any of the Products; (ii) improve or enhance the existing functions of any of the Products; (iii) change any of the functions or add new features or functions to any of the Products; or (iv) reduce the cost of manufacturing and assembling any of the Products.

          1.8   “in writing” shall mean written documents, Electronic Exchange (SEE ABOVE)with phone confirmation, verified faxes and successfully transmitted e-mails.

          1.9   “Inventory”  shall mean the repair parts, component, consumables, packaging and other inventory held by Jabil.

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