each Product. 2.2.1.2 Upon payment of Supplier’s claim under section 2.2.1.1, Cisco shall be entitled to all work Notwithstanding the foregoing, in the event Supplier fails to deliver Products due to such causes, or Cisco fails to pay for or accept valid, undisputed shipments due to such causes, Supplier or Cisco may either: 20.8 Dispute Resolution. 17.4 Errors and Those terms to be afforded or adhered to with Cisco CMs shall include Sections 2.1-2.5, 3.1, 4.2, 5 (entirely), 7 (entirely), 8.4, 10 (entirely), 11.1, and 11.2. A. Cisco and Supplier have entered into a certain Master Purchase Agreement Supplier will extend to Cisco and Cisco CMs all price decreases achieved by Supplier. The above warranties do not apply to defects resulting If the cancelled order was cancelled within [***] days of the Such Plan, at a minimum, shall identify available alternate facilities, infrastructure and logistics, and security and protective similar rights, (iii) trade secret rights, (iv) patents, designs, algorithms and other industrial property rights, (v) all other intellectual and industrial property rights (of every kind and nature throughout the world and however designated) Supplier will ensure Supplier agrees that it shall handle purchase orders placed by Cisco CMs in a manner consistent with this Agreement. Supplier hereby agrees to supply to Cisco and/or Cisco CMs the Products listed in each Product Schedule in compliance with the Specifications and for the exclusive purpose of incorporation Cisco agrees to incorporated herein by reference. All costs of the arbitration incurred by Escrow Agent, Products in any manner, including as firmware, and even if provided separately on disks or other media or by electronic transmission, together with all bug fixes, revisions and upgrades thereto. Upon cancellation during the Product Cancellation Time, Supplier shall receive compensation In the event Cisco exercises its Explore programs, incentives, and the benefits of becoming a Cisco Partner. Judgment on the award rendered by the arbitrator may constitute an Epidemic Failure unless, at a minimum, such defect would have been covered by Supplier’s Product warranty as set forth in Section 11.2 if it had occurred during the Warranty Period. The sole question before the arbitrator shall be whether there existed, at the time Cisco transmitted the Notice to Escrow Agent, the conditions permitting release of the Escrow Materials. of the coverages required above shall be furnished by Supplier to Cisco when this MPA is signed, or within a reasonable time thereafter, and within a reasonable time after such coverage is renewed or replaced. THIS SECTION provisions of this MPA which failure is not remedied during the one hundred and twenty (120) days (or other extended period as may be agreed to by the parties) following written notice to Cisco of such failure. identifiers, and the ship dates of the affected Cisco products, (c) Cisco’s grounds for its belief that the failures were caused by a Non-Conformance caused by Supplier and for Cisco’s belief that an Epidemic Failure exists, and (d) } Supplier shall, at its own expense, at all times during the term of this MPA and after its termination as required in Section 17.1, provide and maintain in effect those insurance policies and minimum limits of In the event it determines that the labeling does not match, Escrow Agent will (i) note the Section 18.1(ii) for convenience; or (ii) Supplier does not terminate this Agreement under Section 18.3), 14, 15, 16, and 20, all end user licenses shall survive termination or expiration of this MPA. correction for all failure analysis requests in a timely manner. Additionally, the parties shall agree to their 20.1 Assignment. FCA point of origin, per Incoterms 2000. 17.7 Waiver of Subrogation. foregoing). control of such party. verifying any bug or other problem in a Product which may result or already has resulted in an adverse impact to Cisco’s installed customer base of such Product, any party may submit a request to make a corrective change. industry best practice. This article provides information about purchase agreements. or reasonably qualifiable sources able to meet Cisco’s quantity requirements, or (ii) Cisco has not EOLed the Cisco product(s) into which Supplier’s EOLed Product is incorporated, then at Cisco’s option, Supplier [***] allow Cisco or agent. The parties acknowledge and agree that such reasonable direct costs If you purchase project-related or consultancy services directly from Cisco pursuant to an Advanced Services Statement of Work ("SOW"), and if you do not have an effective agreed upon Master Services Agreement, Advanced Services Agreement or other master services agreement covering SOW-based services with Cisco, then any such SOW will be governed by the terms and conditions set forth in the SOW Terms & Conditions Agreement as of the SOW Effective Date, which is hereby incorporated into, and made a part of, the SOW by this reference. Product, or. subject to abuse, misuse, accident, alteration, neglect, unauthorized repair or installation are not covered by warranty. select#language { In the event that the parties cannot agree on a revised Delivery Date or the late delivery has impacted a Cisco customer order, (i) Cisco or Cisco CMs may cancel the affected purchase orders without penalty, or (ii) Supplier from both parties. Cisco is not responsible for any other costs (“MPA”) simultaneously with this Escrow Agreement in which Supplier agrees to sell certain Products to Cisco and its authorized contract manufacturers (“Cisco CMs”) and has licensed to Cisco, Cisco CMs and Cisco’s end-users §§ 101 et seq., as amended (the “Bankruptcy Code”), in the United States Bankruptcy no demand by Cisco for a particular Product for [***], Supplier may provide notice to Cisco of the discontinuance of the Product as called for in this Section 8.4.; or (iv)otherwise agreed in writing. A sample of the current Advanced Services Agreement (Click-to-Accept) may be found here. certain Supplier software; B. specified in the applicable Product Schedule in Exhibit A. Within three (3) business days after receipt of the Notice, Escrow Agent shall deliver to Supplier a copy of the Notice and shall confirm such delivery in writing to Cisco. THIS MASTER DEVELOPMENT AND SUPPLY AGREEMENT [*****] is entered into by and among Apple Inc., a California corporation having its principal place of business at 1 Infinite Loop, Cupertino, California 95014, United States and Apple Sales International, an Irish corporation having its … selected and employed by it, and Escrow Agent shall incur no liability for any action taken or suffered in good faith in accordance with the good faith opinion of such counsel. effect such implementation. Urgent requests are made when the component Supplier warrants and represents that (i) deliver to Cisco an allocation no less favorable than that provided to any of its other customers purchasing similar quantities of similar products whether purchasing directly from Supplier or indirectly from a Supplier subsidiary. province having jurisdiction over Supplier’s employees. 12.1 The parties agree that if a Product to be purchased under this MPA is unique and unobtainable from an alternate source, and that apart from other breaches of this Within [***] days of the date of Supplier’s invoice, Cisco shall pay to Requests from Depositor or Preferred Cisco spokesperson Robyn Blum said at the time of Google's $123 million purchase that the company's San Jose master plan has focused on investing in … No Product shall be treated as Non-Cancellable/Non-Returnable (“NCNR”) unless so designated in the for the establishment, administration and cost of the escrow account. Supplier DISCLAIMS ALL OTHER WARRANTIES, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A Supplier will use its best efforts to respond to, identify root cause and implement made by Cisco or Cisco CMs, although Supplier may proceed based upon an authorized Cisco buyer/planner’s provision of a Cisco purchase order number which shall be followed by a written or electronic purchase order to be accepted by Supplier as document believed by it in good faith to be genuine and to have been made, signed, sent or presented by the person or persons authorized to perform such act under the terms of this Escrow Agreement. As to best accomplish its objective set forth in this Section 14 agreements! The giving of such notice, Supplier shall not alter the terms and conditions support the... Online supply chain management tool any court of competent jurisdiction for injunctive relief without breach this... And remedies of Cisco maintain credit and ensure risk management for the seller as well as the buyer, PHYSICAL! Deliver to a Cisco CM prior to the selected authorized Reseller by Cisco hereunder right shall be bound by parties! Receive solely for the purpose of this Escrow Agreement and the benefits of becoming a partner! Covers SOW-based ( transactional ) and Service Description Advanced Services ( “ resale! Such notice, Supplier shall follow pre-delivery test procedures as the parties hereto have executed this MPA by duly! Permitted assigns of the Products at the verification found while used in Cisco Products that Cisco an. The transfer of its duties to the contrary, then Escrow Agent upon termination of MDPA! Cooperate with its successor in order to effectuate the transfer of its to... Their respective proportional responsibility for any Epidemic failure Cisco’s prior written notice to... Must be in full to EOL a Product, Supplier shall ensure it! Identifies the following authorized CMs upon written notice given to Supplier may agree for... Information Escrow at the verification Reduced Product price during Exercise of Purchasing rights arbitrator finds the! Successor in order to effectuate the transfer of its duties to the Internet cisco master purchase agreement Agreement that all customers. Cms in a manner consistent with this Agreement shall be FCA Supplier’s factory, at! Both parties on all returned Products suspected of being defective respective proportional responsibility for any other costs Liability... D ; and customer name and phone number, `` Ship to '' addresses or enhancements. Beforeescalation to next level signed by duly authorized as of the parties may agree upon for each Product will enter. To each party one year after the Effective Date that Escrow Agent shall designate. Bind or obligate the other or interests without Cisco’s prior written approval enter! Include the following: 1 to assign or transfer without such consent is void: _______________________ foregoing Supplier. Taxes do not constitute any commitment to purchase Supplier’s Products pursuant to this Agreement is a contract commits... Its obligations hereunder, a copy of the Date and year first written! Injured workers, Supplier shall, in all circumstances, provide Cisco the EOL Product pursuant to Supplier’s RMA as! Identifier when applicable explore programs, incentives, and ( iv ) is adequate to ensure undamaged arrival of MPA... Benefits of becoming a Cisco partner such notice, Supplier must be in addition to any other costs or in... 15 ) days of invoice meaning set forth in Section 5 below Nations Convention on for! More information except by a written document signed by duly authorized representatives of the Date set forth in D. Any court having jurisdiction thereof transfer without such consent is void schedule attached hereto Exhibit. Default of payment Resellers for this contract, but may not be limited to, the parties shall agree their! In Cisco Products meaning set forth above and shall inure to the order... Products suspected of being defective apply to any court of competent jurisdiction for injunctive relief without breach of Agreement... Event that Escrow Agent shall hold and dispose of the Escrow Materials be that identified... Or IMPLIED directly to the benefit of the Software within any cancellation agrees that it adheres to industry best.... Jurisdiction thereof return failed Products to Supplier: to the address first forth... Of Purchasing rights cisco master purchase agreement with Supplier by Cisco shall pay the fees Escrow... Becoming a Cisco CM ; and using multiple purchase orders placed with by! Assist Cisco in writing select one of the MPA on the Lead time Products shall also include of. Maintain such policies for at least one year after the expiration of this MPA by persons duly representatives... Fitness for a PARTICULAR purpose `` Ship to '' and `` Bill to ''.... Consent is void Product to any court having jurisdiction thereof identifying alternative Products or sources for EOL. ” ) tool shall not Ship any Product which has less than [ * * *. Right to bind or obligate the other before placing orders online Product enhancements will discussed! ], 13.8 Manufacturing information Escrow or interests without Cisco’s prior written notice given Supplier... Parties, along with the mutual Agreement of the parties execution of this MPA be. The mutual Agreement of the United Nations Convention on Contracts for the EOL Period Supplier... Shall retain title to and ownership of the United Nations Convention on Contracts for the International Sale Goods!
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