EXHIBIT 10.18
CONFIDENTIAL TREATMENT REQUESTED. CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE
BEEN REDACTED AND HAVE BEEN FILED SEPARATELY WITH THE COMMISSION.
VOLUME SUPPLY REQUIREMENTS AGREEMENT
BETWEEN
SEAGATE TECHNOLOGY LLC
AND
MARVELL ASIA PTE LTD
AGREEMENT NUMBER: ***
*** Confidential material redacted and filed separately with the Commission.
TABLE OF CONTENTS
1. DEFINITIONS........................................................... 1
2. TERM.................................................................. 1
3. SUPPLIER'S PRODUCTION................................................. 1
4. SEAGATE'S ORDERING.................................................... 2
5. DELIVERY.............................................................. 4
6. ***................................................................... 5
7. ***................................................................... 8
8. TERMINATION AND REMEDIES.............................................. 8
9. ***................................................................... 8
10. ***................................................................... 9
11. ***................................................................... 10
12. ***................................................................... 11
13. MISCELLANEOUS......................................................... 11
ATTACHMENTS
EXHIBIT A: Products ***
*** ***
*** Confidential material redacted and filed separately with the Commission.
VOLUME SUPPLY REQUIREMENTS AGREEMENT
This Volume Supply Requirements Agreement (this "Agreement") is made effective
as of December 2, 2002 (the "Effective Date") by and between SEAGATE TECHNOLOGY
LLC, a Delaware limited liability company ("Seagate"), with offices located at
920 Disc Drive, Scotts Valley, California 95066, and MARVELL ASIA PTE LTD, a
Singapore corporation ("Supplier"), with offices located at 151 Lorong Chuan
#02-05 New Tech Park, Singapore 556741. Seagate and Supplier are each
individually a "party" and collectively are the "parties."
1. DEFINITIONS
As used in this Agreement:
1.1 "Product" means the products or components identified in Exhibit A.
1.2 "Specification" means the written functions, capabilities, features
and specifications of the Product produced by Supplier pursuant to sub-Section
6.1(a) of this Agreement.
1.3 "Affiliate" means an entity that, directly or indirectly, controls,
is controlled by, or is under common control with a party.
2. TERM
2.1 Term. The term of this Agreement shall commence on the Effective
Date and shall continue thereafter through the close of business on December 31,
2005 or until the end of the life of the program or programs into which the
Product is being supplied, whichever is longer, unless sooner terminated in
accordance with this Agreement. Notwithstanding the fact that the term of this
Agreement may extend beyond the close of business on December 31, 2005,
Seagate's supply requirements obligations provided for in Section 4.1(a) herein
shall expire on the close of business on December 31, 2005.
2.2 Renewal. The Agreement may be renewed only by a written amendment
to this Agreement executed by Seagate and Supplier's General Manager. Except for
any cancellation liability or any payment for past deliveries of Product orders
Seagate may owe to Supplier, each party acknowledges that it neither expects nor
shall be entitled to recover any compensation from the other party after or on
account of the expiration of this Agreement in accordance with its terms. Each
party waives the benefit of any law or regulation providing for compensation to
such party arising from the failure to renew this Agreement.
3. SUPPLIER'S PRODUCTION
3.1 Capability. Except as may be otherwise provided in this Agreement,
Supplier is solely responsible for manufacturing the Product according to the
Specification, including without limitation procuring and maintaining all
necessary equipment, personnel, facilities and materials. Supplier will
immediately notify Seagate if it is considering discontinuing the Product
manufacturing in general. Nothing in this Section 3.1 is intended to prevent
Supplier from contracting with Supplier's Affiliates or other third-party
sub-contractors to complete the fabrication and transport of the Product.
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3.2 Supplier Changes. Supplier may not change the form, fit or function
of the Product without Seagate's prior written approval. Supplier may not change
or alter the materials, process or location of manufacturing of the Product
without Seagate's prior written approval.
3.3 Seagate Changes. Seagate may request changes to the Product.
Supplier will use commercially reasonable efforts to incorporate Seagate's
requested changes into the Product. If the changes would increase Supplier's
costs to produce the Product, Supplier will notify Seagate within 15 days after
Seagate's request for the changes, or as otherwise mutually agreed to in
writing, and will provide satisfactory evidence to Seagate to document the price
increase. The parties will then negotiate in good faith for a price change. If
the parties are unable to negotiate a mutually agreeable price change, Seagate's
requested changes will not be incorporated.
3.4 Information. Subject to confidentiality obligations owed to third
parties, Supplier will provide the following information to Seagate upon
Seagate's advance, written request: (a) a bill of materials, including all
materials used in the manufacturing and assembly process; (b) a list of all
sub-suppliers; (c) a complete flow chart for the Product with lead-time
identified for key process steps; and (d) a list of the equipment used in the
fabrication of the Product. Such information will be treated as Supplier's
"Confidential Information," as defined in Section 10 of this Agreement, and
Seagate's treatment thereof shall be subject to the provisions of Section 10 of
this Agreement.
3.5 Disclaimers. Supplier acknowledges that no past pattern or practice
of forecasting, ordering, or purchasing by Seagate will constitute a
representation, commitment, or warranty by Seagate as to future orders or
purchases, all of which are governed only by the express terms of this
Agreement.
4. SEAGATE'S ORDERING
4.1 Orders.
(a) Seagate will purchase ***% of its total read channel supply
requirements for Enterprise Hard Disk Drives from Supplier
during the term of this Agreement. *** For the avoidance of
doubt, Seagate's read channel supply requirements include read
channel supply requirements for system-on-chip products.
Without derogating from its supply requirements purchase
obligations provided for in this Agreement, Seagate may
continue to procure samples and evaluate read channel devices
from alternate sources, and may ship limited volumes of
Enterprise Hard Disk Drives that do not incorporate the
Product for customer sample purposes for production shipments
that will occur after the term of this Agreement.
(b) In connection with its rights set forth in sub-section (a) of
this Section 4.1, Supplier shall have the right, upon
reasonable advance written notice delivered to Seagate, during
Seagate's normal business hours, and not more than once every
twelve (12) months during the term of this Agreement to
*** Confidential material redacted and filed separately with the Commission.
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appoint a nationally recognized certified public accountant
reasonably acceptable to Seagate who agrees to be bound to
confidentiality protections set forth in sub-Section 10.2 of
this Agreement to examine Seagate's relevant books, records
and accounts, to verify Seagate's compliance with the
provisions of Section 4.1(a). The auditor shall be instructed
to report only as to whether Seagate has failed to comply with
its obligations under Section 4.1(a) of this Agreement and, if
so, the amount of the discrepancy. The parties acknowledge
that it is impracticable and extremely difficult to determine
the actual damages or lost revenues that may proximately
result from any failure by Seagate to comply with its
obligations under Section 4.1(a) of this Agreement. As a
result, in the event any audit examination discloses a
discrepancy, then as of the date of the date of Seagate's
acceptance of any underlying order for each Enterprise Hard
Disk Drive that will not incorporate the Product during the
term of this Agreement, Seagate will be required to pay
Supplier a sum equal to $*** multiplied times the total unit
volume of Enterprise Hard Disk Drives that did not conform to
the requirements of sub-Section 4.1(a). In the event Seagate
does not comply with the provisions of Section 4.1(a), Seagate
will also reimburse Supplier for the reasonable costs and
expenses of the audit.
(c) Seagate will provide a weekly 9-month forecast of its
anticipated Product supply requirements to Supplier. The first
3 months of each forecast will be broken down into weekly
increments. The remaining 6 months of the forecast will be
broken down into monthly increments. *** Seagate may cancel
orders for the Product during Supplier's lead-time, subject to
the cancellation liability provisions in Section 4.2 of this
Agreement. *** After the Effective Date, the lead-time will be
specified and mutually agreed to quarterly and will be subject
to review and negotiation at quarterly business reviews. ***
4.2 Cancellations. Seagate may, on advance written notice, cancel
Product orders within Supplier's lead-time, subject to the following
cancellation liability:
STAGE OF COMPLETION AT TIME OF CANCELLATION NOTICE CANCELLATION CHARGE*
- -------------------------------------------------- -------------------
*** ***
*** ***
*** ***
*** ***
*** ***
*** Confidential material redacted and filed separately with the Commission.
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*** ***
The parties agree that the *** if subject material actually exists, no other
application or salvage value can be identified, and *** Seagate may inspect
Supplier's processes, inventories, and records to verify any of the foregoing
cancellation charges, in a commercially reasonable manner. Upon payment by
Seagate of *** of the Product are the property of Seagate and will be delivered
to Seagate at Seagate's request.
***
4.3 Electronic Transactions. Supplier will undertake commercially
reasonable efforts to convert to and comply with Seagate's designated electronic
system of communications and ordering as soon as feasible. Each party will bear
its own conversion and usage costs. Neither party will contest the validity,
enforceability or legal sufficiency of electronically transmitted documents
under the statute of frauds or similar laws requiring that contracts be in a
signed writing. Neither party will be liable for the results of a malfunction or
defect in the network system or for any other cause beyond the parties'
reasonable control.
4.4 Other Purchasers. Seagate's Affiliates and (for the purpose of
performing for Seagate) Seagate's contract manufacturers may purchase the
Product directly from Supplier at the price and on the other terms of this
Agreement.
4.5 Precedence. If the terms of this Agreement and the terms of any
forecast, purchase order or order acknowledgement conflict, the terms of this
Agreement will govern.
5. DELIVERY
5.1 Deliveries. All unit deliveries of the Product will be *** to the
following Seagate designated ship-to locations or other locations to be
subsequently agreed to by the parties in writing:
***
*** Confidential material redacted and filed separately with the Commission.
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***
5.2 *** Supplier will maintain Product at the *** at a level mutually
agreed to by the parties, but in no event less than Seagate's average weekly
requirements or more than two times Seagate's average weekly requirements, based
on the most recent four week period. Seagate or the third party will be
responsible for maintaining security over the *** and Seagate will not be
responsible for loss or damage to Supplier's Product except to the extent due to
the negligence or fault of Seagate. Upon termination of this Agreement, Supplier
will promptly remove all unsold quantities of the Product from the ***
5.3 Packing. Supplier will package, mark and otherwise make Product
units ready for shipment as reasonably designated in writing by Seagate in
accordance with standard commercial practice, acceptable to common carriers for
the lowest shipping rate available. Shipping containers must display the date of
shipment, Seagate's order number, part number, revision level, lot number and
quantity contained in the container. A packing list showing the order number
must be included in each container.
***
6.1 *** After completing Supplier's qualification, ***
*** Confidential material redacted and filed separately with the Commission.
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a) the Product *** and any other *** provided by Supplier
(collectively, the ***
b) the Product will be of *** and,
c) the Product must meet *** as follows:
i) Seagate will *** of Supplier's Product;
ii) Supplier *** of Supplier's Product;
iii) If *** of Supplier's Product;
iv) If a *** and Supplier has notified Seagate in writing of
its ability and intent to incorporate the change in the
*** and the Product *** for in *** and if Seagate has
*** for the Product that *** then Seagate may *** did
not meet the *** even if the Product actually ***
v) If Supplier has notified Seagate in writing of its
inability, either technically or otherwise, *** uses the
Product for a use outside that contemplated by the
agreed *** based on this section.
6.2 Corrective Action. If the Product fails to meet the *** then
Supplier will implement a containment plan *** promptly as is reasonably
possible under the circumstances. Seagate will have the right to approve the
corrective action plan, and Seagate will not unreasonably withhold its approval.
Supplier will implement reasonable quality assurance measures to achieve
compliance with the Quality Standards and will report these measures to Seagate
upon written request from Seagate. *** the parties are unable to achieve the ***
for a Product (each, a
*** Confidential material redacted and filed separately with the Commission.
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*** for a specifically identified *** then Seagate will be allowed to purchase
read channel devices to replace the *** for the Program from other parties, and
will not be subject to Sections 4.1(a) and 4.1(b) with respect to such Program.
In the event Seagate purchases read channels *** of this Section 6.2, Seagate
acknowledges and agrees that the prices set forth on Exhibit A attached hereto
for any *** that includes a *** shall only be valid if the *** is a Product
within such *** that functions at the highest data rates set forth on Exhibit A
for such Product Family. For purposes of this Section 6.2, a *** comprises
Product types of *** and are limited to the *** In the event the *** does not so
function at such highest data rate, then Seagate agrees that *** for such ***
shall be subject *** by the parties.
6.3 Title. Supplier warrants that title to all unit quantity shipments
of the Product are and will be, on delivery to Seagate by Supplier, free and
clear of any liens, encumbrances, security interests or other claims.
6.4 *** Seagate may from time to time on reasonable advance, written
notice to *** location, *** during normal business hours to *** Section 6.
Supplier will *** Supplier will provide Seagate with reasonable *** upon advance
written request from Seagate.
6.5 Acceptance and Rejection. All delivered Product units will be
subject to inspection and acceptance by Seagate. In the event Seagate believes a
Product to be defective, Seagate may request Supplier in writing to provide a
return material authorization (RMA) and Seagate may send a sample, including
detailed failure analysis, of the defective Product(s) with its request.
Supplier will perform a failure *** will give notice to Seagate whether it has
accepted or intends to reject Seagate's request for RMA. If Supplier accepts the
RMA, Seagate may return all defective Product(s) covered by the request. In the
event that Supplier cannot validate the defect(s), the parties will jointly
determine if the defect(s) is valid. If the parties determine the defect is
valid, ***
6.6 Exclusivity of Supplier's Warranties. EXCEPT AS SET FORTH IN THIS
AGREEMENT, SUPPLIER MAKES NO OTHER WARRANTIES, EITHER EXPRESS OR IMPLIED, WITH
RESPECT TO THE PRODUCT. EXCEPT AS SET FORTH IN THIS AGREEMENT, SUPPLIER
SPECIFICALLY DISCLAIMS THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR
A PARTICULAR PURPOSE.
*** Confidential material redacted and filed separately with the Commission.
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7. ***
7.1 Prices. Subject to the following subsection, Seagate will pay
Supplier the prices set forth in Exhibit A for Products purchased under
this Agreement. ***
7.2 Payment. Supplier may invoice Seagate with each delivery, but not
more frequently than weekly. Payment will *** from the date of invoicing.
Payment does not constitute final acceptance of the Products.
7.3 ***
8. TERMINATION AND REMEDIES
8.1 Termination for Breach. Either party may terminate this Agreement
if the other party breaches a material provision. The breaching party must be
given written notice of the breach and 30 days to cure the breach before the
termination will be effective.
8.2 Termination for Insolvency. Either party may terminate this
Agreement if the other party becomes insolvent or makes an assignment for the
benefit of creditors, has a receiver appointed for it or its assets, or files or
has filed against it a petition for bankruptcy.
9. ***
***
*** Confidential material redacted and filed separately with the Commission.
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***
***
10. ***
10.1 Intellectual Property.
(a) No Rights Acquired. Except as expressly provided in this
Agreement, neither party acquires any right to the other
party's trademarks, service marks, trade names, commercial
symbols, patents, copyrights, good will or other form of
intellectual or commercial property (collectively, the
"Intellectual Property"), and neither party may copy, modify,
reverse engineer, decompile, enhance, or make derivative works
of the other party's Intellectual Property. Any unauthorized
modifications, derivative works, and enhancements will belong
to the party owning the underlying work, and all rights in
them (including moral rights) are hereby assigned to the owner
of the underlying work.
(b) Future Joint Development. In the event of a future joint
development based on a combination of both party's
Intellectual Property, the parties will negotiate in good
faith concerning the ownership and/or licensing of the
resulting Intellectual Property.
10.2 Confidential Information.
(a) Definition. "Confidential Information" means all information
concerning the parties or any Affiliate to which the other
party is provided access by virtue of this Agreement,
including without limitation, technical data, product design
and development, sales information, quantity and kind of
products sold, prices and methods of pricing, marketing
techniques and plans, product returns, unannounced products,
product and process information, and any other information
which, if disclosed to others, might be competitively
detrimental to the disclosing party.
*** Confidential material redacted and filed separately with the Commission.
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(b) Markings. All Confidential Information which is subject to the
terms and conditions of this Agreement shall be clearly marked
in writing by the disclosing party as "CONFIDENTIAL," "SECRET"
or with a comparable legend, which is the standard used by the
disclosing party to protect its own confidential information.
No party shall have any responsibility under this Agreement
for any information that is not so marked in writing at the
time of disclosure. Nor shall any party have any
responsibility under this Agreement for any oral or visual
disclosures, except (i) as to information designated as
confidential at the time of oral or visual disclosure and (ii)
confirmed in a writing delivered within twenty (20) days to
the Recipient which provides clear notice of the claim of
confidentiality and describes the specific information
disclosed.
(c) Standard of Care. The receiving party will (i) protect the
Confidential Information against unauthorized disclosure using
the same degree of care, but no less than a reasonable care as
the receiving party uses to protect its own information of a
like kind, (ii) will not divulge, directly or indirectly, to
any other person, firm, corporation, association, or entity,
for any purpose whatsoever, such Confidential Information and
(iii) will not make use of such Confidential Information
without the prior written consent of the disclosing party. The
Confidential Information may be disclosed to employees,
affiliates or consultants of the receiving party who
reasonably require access to such information for the purpose
of which it was disclosed and who have secrecy obligations to
the receiving party.
(d) Upon request of the disclosing party, any written information
subject to this Agreement shall be returned to the disclosing
party. The obligations of this Section 10 will survive the
return or destruction of the confidential information during
the confidentiality period of two years from the date of
disclosure. Except as provided herein, no right or license
whatsoever, either express or implied, is granted to either
party pursuant to this Agreement under any patent, patent
application, copyright, trademark, mask work, trade secret, or
other proprietary right now or hereafter owned or controlled
by the other party.
11. ***
11.1 *** Each party will *** the other party and its Affiliates,
directors, officers, and employees *** arising from the ***.
*** Supplier, *** Seagate and its Affiliates, directors, officers and
***
*** Confidential material redacted and filed separately with the Commission.
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***
***
11.4 LIMIT. THE FOREGOING STATES THE ENTIRE LIABILITY AND OBLIGATION ***
12. ***
*** NEITHER PARTY WILL BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT,
PUNITIVE OR SPECIAL DAMAGES, INCLUDING LOST PROFITS, EVEN IF THE OTHER PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF THEM.
13. MISCELLANEOUS
13.1 Publicity. Neither party may publicize or disclose the existence
or terms of this Agreement to any third party without the prior written consent
of the other except as required by law or as necessary to comply with other
obligations stated in this Agreement. No press releases will be made without the
mutual written consent of each party.
13.2 No Joint Venture. Nothing in this Agreement will be construed as
creating a joint venture, partnership or employment relationship between the
parties, nor will either party have the right, power or authority to create any
obligation or duty, express or implied, on behalf of the other.
13.3 Compliance with Laws. In performing under this Agreement, each
party will comply with all applicable laws.
13.4 Notices. All notices required under this Agreement will be in
writing and will be sent to the addresses set out below, or such other address
as each party may designate by notice.
*** Confidential material redacted and filed separately with the Commission.
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Any such notice may be delivered by hand, by overnight courier, by first class
pre-paid letter or by facsimile transmission, and will be deemed to have been
received:
(a) by hand delivery - at the time of delivery;
(b) by overnight courier - 24 hours after the date of delivery to
courier;
(c) by first class mail - 48 hours after the date of mailing; and
(d) by facsimile - immediately upon confirmation of transmission
provided a confirmatory copy is sent by first class pre-paid
mail, by overnight courier or by hand by the end of the next
business day.
For the purposes of this Section the address of each Party will be:
Seagate: Seagate Technology LLC Supplier: Marvell Asia Pte Ltd
ATTN: Keith Kramer, M/S SHK203 ATTN: Dr. Hoo Kuong
Phone: 952-402-2247 Phone: (65) 756-1600
Fax: 952-402-2044 Fax: (65) 756 7600
Address: Seagate Technology LLC Address: 151 Lorong Chuan #02-05
1280 Disc Drive New Tech Park
Shakopee, MN 55379 Singapore 556741
With a copy to:
ATTN: Corporate Contracts, M/S SV15A2 ATTN: Legal Department, MS-509
Phone: 831-439-7646 Phone: (408) 222-2500
Fax: 831-438-7132 Fax: (408) 752-9034
Address: Seagate Technology LLC Address: Marvell Semiconductor, Inc.
920 Disc Drive 700 First Avenue, MS-509
Scotts Valley, CA 95066 Sunnyvale, CA 94089
13.5 Waivers. Any waiver by a party of a breach under this Agreement
must be in writing, will be effective only to the extent set forth in the
writing and will not operate or be construed as a waiver of any later breach.
Any delay or omission by a party in exercising any right, power or remedy after
a breach by the other party will not impair any right or remedy which either
party may have with respect to a future breach.
13.6 Force Majeure. Except for payment obligations due a party, neither
party will be liable to the other for its failure to perform any of its
obligations under this Agreement during any period in which its performance is
delayed by force majeure conditions outside of that party's reasonable control.
In the event that a force majeure condition prevents Supplier's performance for
more than 60 days, Seagate may elect to terminate this Agreement or cancel
(without any cancellation charges or other liability) all or any portion of any
unfulfilled but accepted orders for Products.
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***
13.8 Governing Law. This Agreement will be governed and construed, and
all arbitrations under this Agreement will be determined, in accordance with the
laws of Singapore.
13.9 Dispute Resolution.
(a) The parties acknowledge that performance under this Agreement
will be enhanced by the timely resolution of any disputes
between them. Accordingly, the parties will attempt, in good
faith, to resolve any controversy or claim arising out of or
relating to this Agreement first by informal efforts for 10
days before filing any legal claim. Thereafter any controversy
or claim will be submitted to Judicial Arbitration and
Mediation Services ("JAMS") for mediation before a mediator or
mediator(s) appointed in accordance with the JAMS rules and
procedures Mediation will be conducted at the JAMS' facilities
in San Jose, California, to whose jurisdiction the parties
consent. This clause will survive the termination of this
Agreement. The parties will bear their own costs in the
mediation. Any result of a mediation between the parties under
this section will not be binding on either party unless it is
in writing and signed by Seagate's authorized representative
and Supplier's General Manager.
(b) All offers, promises, conduct and statements, whether oral or
written, made in the course of the mediation by any of the
parties, their agents, employees, experts and attorneys, and
by the mediator and any JAMS employees, are confidential,
privileged and inadmissible for any purpose, including
impeachment, in any litigation or other proceeding involving
the parties, but evidence that is otherwise admissible or
discoverable will not be rendered inadmissible or
non-discoverable as a result of its use in the mediation.
Either party may seek equitable relief pending the completion
of the mediation process. Except for such an action to obtain
equitable relief, neither party may commence a civil action
with respect to the matters submitted to mediation until after
the completion of the initial mediation session. The
provisions of this Section 12.9 may be enforced by any Court
of competent jurisdiction, and the party seeking enforcement
will be entitled to an award of all costs, fees and expenses,
including attorneys' fees, to be paid by the party against
whom enforcement is ordered. Notwithstanding anything to the
contrary herein, in the event the mediation is not completed
within 3 months from the date of commencement thereof, then
either party shall be free to commence a civil action with
respect to the matters submitted to mediation.
*** Confidential material redacted and filed separately with the Commission.
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13.10 Entire Agreement. This Agreement supersedes all prior discussions
and agreements between the parties relating to the sale of the Products by
Supplier to Seagate. This Agreement can only be modified by a written amendment
duly signed by persons authorized to sign agreements on behalf of Seagate and
Supplier's General Manager, and will not be supplemented or modified by any
course of dealing or trade usage.
13.11 Survival. Any obligations and duties that by their terms or
nature extend beyond the expiration or earlier termination of this Agreement
will survive any such expiration or termination until performed. This Agreement
will remain in full force and effect with regard to any order issued by Seagate
during the term until all obligations under such orders are fulfilled.
13.12 Counterparts. This Agreement may be executed in one or more
counterparts and by facsimile, each of which will be deemed an original, but all
of which together will constitute one and the same instrument.
13.13 Severability. If any provision of this Agreement is held to be
invalid or unenforceable, the validity and enforceability of the remainder of
this Agreement will not be affected.
13.14 Product Stewardship. Seagate is committed to environmental
protection and, therefor, has adopted a Supplier Product Stewardship Program
(attached as Exhibit B and incorporated herein), which requires that any
supplier to Seagate provide only components, which conform, to that Program. Any
use of restricted materials or chemicals in excess of the Program's maximum
levels constitutes a breach of this Agreement.
Seagate and Supplier's General Manager have executed this Agreement to
be effective as of the Effective Date.
SEAGATE TECHNOLOGY LLC MARVELL ASIA PTE LTD
By: /s/ LEVEND AKKAN By: /s/ HOO KUONG
------------------------------ ------------------------------
Name: Levend Akkan Name: Dr. Hoo Kuong, General Manager
------------------------------
Title: Vice President, ECS
------------------------------
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EXHIBIT A
PRODUCTS AND PRICE LIST
This Exhibit is effective during the term of the Agreement, unless modified by
the written, mutual consent of Supplier's General Manager and Seagate's
authorized agent. Additional product types may be added to this Exhibit A upon
the mutual written consent of both parties, and such approval will not be
unreasonably withheld.
SUPPLIER'S DESCRIPTION BID PRICE (US$)
PART NUMBER ***
----------- ----------- ---------------
*** *** ***
1) The prices as quoted above are *** for each Product type identified by the
part numbers *** the purchase from and *** The parties agree that *** Form,
which such form will *** terms hereof.
*** Confidential material redacted and filed separately with the Commission.
EXHIBIT A
PRODUCTS AND PRICE LIST . . .
2) Referenced pricing *** will be *** at *** per unit for *** to support units
shipped after ***.
*** Confidential material redacted and filed separately with the Commission.
EXHIBIT B
PRODUCT STEWARDSHIP PROGRAM
REVISION RECORD
---------------
REV ECO DESCRIPTION DRAWN DATE APPROVAL
--- --- ----------- ----- ---- --------
A ec0003790 Initial release. S. Tyrell 7/23/01 D. McGavis
1.0 SCOPE
Seagate-specified and outsourced materials, products or packaging that
are used in the design and manufacturing of products must meet all the
requirements of this specification.
This specification applies to all relevant supplier's functional
organizations involved in the design, manufacturing, or procurement of
Seagate products and components.
2.0 REFERENCE DOCUMENTS
This specification is based on Seagate's internal Environmental Health
& Safety (EH&S) Product Stewardship Standard Operating Procedure,
(SOP112), which was developed from global legal, regulatory and
customer requirements.
3.0 PURPOSE
The purpose of this specification is to ensure that the related
customer and regulatory requirements are reflected in product, process,
and packaging designs. Seagate products need to meet:
- requirements of legislation in countries where Seagate
hardware, media, or other products are sold or made, and
- requirements of customers regarding products, packaging, user
documentation, and manufacturing processes.
4.0 DEFINITIONS
4.1 PRODUCT: All parts, components, materials, and subsystems
unless otherwise specified in Table 1 in brackets. For
example, a restriction in Table 1 on brominated flame
retardants in the application "Product (plastic parts >25g)"
would only apply to plastic parts of weight greater than 25
grams found in the product.
4.2 PACKAGING: Any container, tray, box, etc. used to transport
components, parts, etc. from one location to another. This
includes incoming, site-to-site, and finished drive packaging.
4.3 LIMIT BY PRODUCT OR PACKAGING WEIGHT: % by weight of finished
hard disc drive or other Seagate products as a unit, not
including the weight of packaging materials. % by weight of
finished packaging as a unit, not including the weight of the
disc drive product.
4.4 ZERO: For the purposes of certifying compliance with this
specification, zero shall be defined as 0.000001% or (1 x 10
(sixth power))% of the compound as a portion of the weight of
the entire product, part, packaging, or material supplied to
Seagate.
4.5 ABBREVIATIONS:
CAS - Chemical Abstracts Service Registry Number
4.6 DESIGN: Functions or groups that are involved in the early
stages of product or technology invention.
4.7 MANUFACTURING: Functions or groups that are involved in the
fabrication of a product.
4.8 PROCUREMENT: Functions or groups that are involved in the
purchase of products, parts, packaging, or materials.
4.9 DOCUMENT CONTROL:
Function or group responsible for maintaining records of documents used
in the creation of product. This includes document creation, review,
approval, and archival using corporate standards.
5.0 RESTRICTED MATERIALS AND SUBSTANCE
TABLE 1: RESTRICTED MATERIALS / SUBSTANCES
CHEMICAL COMPOUNDS / CAS REFERENCE NO. (IF PRODUCT, PACKAGING, OR PROCESS LIMIT BY PRODUCT OR PRESENCE OF
ISSUE APPLICABLE) APPLICATION(S) PACKAGING WT % COMPOUNDQTY
-------------------- --------------------- ------------------------------ ------------------- -----------
1,3-Dichloro-2-propanol 96-23-1 Product Zero
2-Naphthylamine 91-59-8 Product 0.10%
4-Aminodiphenyl 92-67-1 Product Zero
4-Nitrobiphenyl 92-93-3 Product Zero
Aliphatic CHCs See Table 2 Product and process;
solvent, cleanser, 0.10%
pesticide.
Ammonium hydrogen 12124-99-1 Product Zero
sulfide
Ammonium poly sulfide 12259-92-6 Product Zero
Ammonium sulfide 12135-76-1 Product Zero
Anthracene oil 90640-80-5 Product Zero
Asbestos 77536-66-4; Product; thermal/electric
12172-73-5; insulation. Zero
12001-29-5;
12001-28-4;
1332-21-4;
77536-68-6
Barium 7440-39-3 Product 0.10%
Benzidine 92-87-51 Product; Azo dye,
rubber medicine. 0.10%
Beryllium 7440-41-7 Product Zero
Brominated and See Table 3 Product; plastic housing parts >25g. Zero
chlorinated flame
retardants(1)
Butyl bromoacetate 5292-43-3 Product Zero
Cadmium 7440-43-9 Product; plating, coating,
plastic stabilizer, photosensor, Zero
colorants, inks,pigments for
plastics, paints and enamels,
protective surface coating.
Product; batteries 0.0005%
Packaging; inks, dyes, 0.01% in sum
pigments, adhesives and for all heavy
stabilizers. metals
Carbon tetrachloride 56-23-5 Product, process, & packaging;
plastics, ink. Zero
Chlorinated paraffins Many Product, packaging Zero of chain
length C10-13,
chlorine
content >50%.
Chlorinated solvents Many Process Zero
Chloroethene, vinyl 75-01-4 Product Zero
chloride
Chromium (VI) 18540-29-9 Packaging; inks, dyes, 0.01% in sum
(hexavalent) pigments, adhesives and for all heavy
stabilizers. metals
CHEMICAL COMPOUNDS / CAS REFERENCE NO. (IF PRODUCT, PACKAGING, OR PROCESS LIMIT BY PRODUCT OR PRESENCE OF
ISSUE APPLICABLE) APPLICATION(S) PACKAGING WT % COMPOUNDQTY
-------------------- --------------------- ------------------------------ ------------------- -----------
Dibutyltin hydrogen 75113-37-0 Product 0.01%
borate (DBB)
Dioxins/Furans See Table 4 Product; May be contained Zero
as impurities of chlorinated
or brominated flame retardants.
Ethyl bromoacetate 105-36-2 Product Zero
Halogenated aromatic Many Product Zero
compounds
Halogenated compounds/ Many Product, packaging; system Zero.
polymers casing/housing. Exception
allowed for
fluoroorganic
additives
<0.5%
Lead and compounds 7439-92-1 Packaging; inks, dyes, pigments, 0.01% in
adhesives and stabilizers sum for all
(e.g. PVC). heavy metals
Lead (including lead 7439-92-1 (598-63-0, Product; plastics, paints. Zero
carbonates, hydrocarbonates 1319-46-6, 7446-14-2)
and lead sulfates)
Mercury and compounds 7439-97-6 Packaging; inks, dyes, pigments, 0.01% in
adhesives and stabilizers. sum for all
heavy metals
Product; batteries 0.0005%
Product; switches, relays, Zero
electrical contacts.
Methyl bromoacetate 96-32-2 Product Zero
o-Nitrobenzaldehyde 552-89-6 Product Zero
(2-nitrobenzaldehyde)
Organostannic Many Product; pesticide, PVC Zero
compounds stabilizer, flame retardant.
Ozone depleting See Table 5 Product, packaging, and process; Zero
substances coolant, cleaner, expanding agent
for thermal insulating plastics,
Halon for fire extinguishers.
Polychlorinated 27323-18-8, 106-43-4 Product; PCT: herbicide, PCB:
biphenyls (PCB) insulator. Zero
Polychlorinated
terphenyls (PCT)
Pentachlorophenol 87-86-5 and others Product; pesticide, . 0.0005%
(PCP) and its salts wood treatment total
and compounds
Polybrominated 67774-32-7 and others Product Zero
biphenyls, their
ethers and oxides
(PBB, PBBE, PBBO)
Polybrominated 17064-47-0 Product Zero
diphenyl ethers and
oxides (PBDE, PBDO)
Polychlorinated Many Product Zero
phenols
Propyl bromoacetate 105-66-8 Product Zero
Polyvinyl Chloride 9002-86-2 Product, packaging; Zero
(PVC) plastic parts except
wiring insulation.
Tar acids and tar 8007-45-2, 8001-58-9, Product Zero
oils (including 65996-85-2
creosote)
Tellurium 13494-80-9 Product 0.00%
Tetrachloroethylene 127-18-4 Process Zero
(perchloroethylene)
Trichlorethylene 79-01-6 Product Zero
Ugilec and DBBT (PCB 99688-47-8 Product Zero
substitutes)
n/a
76253-60-6
(1) TBBPA (Tetra Bromobisphenol A) is a brominated flame retardant used in
printed circuit board laminates. TBBPA will remain in use until a
UL-certified alternative has been identified. No Deviation
Authorizations are currently required for the use of TBBPA in products.
6.0 ALIPHATIC CHCS
TABLE 2: ALIPHATIC CHCS
COMPOUND CAS REFERENCE NUMBER
- -------- --------------------
1,1,1,2 Tetrachloroethane 630-20-6
1,1,1-Trichlorethane 71-55-6
1,1,2,2 Tetrachloroethane 79-34-5
1,1,2-Trichloroethane 79-00-5
1,1-Dichloroethylene (vinylidene chloride) 75-35-4
Pentachloroethane 76-01-7
Tetrachloromethane 56-23-5
Trichloromethane (Chloroform) 67-66-3
7.0 BROMINATED AND CHLORINATED FIRE RETARDANTS
TABLE 3: BROMINATED / CHLORINATED FIRE RETARDANTS
COMPOUND CAS REFERENCE NUMBER
- ------------------------------------ --------------------
ADDITIVE BROMINATED FLAME RETARDANTS
Tetrabromoethene 79-28-7
1,1,2,2,-Tetrabromoethane 79-27-6
Pentabromoethane 75-95-6
1,2,3,4-Tetrabromobutane 1529-68-6
Octabromohexadecane 30262-03-4
Hexabromocyclohexane/1,2,3,4,5,6-hexabromocyclohexane 30105-40-0/1837-91-8
Tetrabromocyclodecane 30178-92-8
Hexabromocyclododecane/1,2,5,6,9,10-hexabromocyclododecane 25637-99-4/3194-55-6
Hexabromobenzene 87-82-1
Pentabromobenzene 608-90-2
Pentabromoethylbenzene 85-22-3
Pentabromoethoxybenzene 9278-85-1
Octabromodiphenyl ether 32536-52-0
Pentabromodiphenyl ether 32534-81-9
Pentabromodphenyl ether 1163-19-5
1,2,4,5-Tetrabromo-3,6-bis-benzene (pentabromophenoxybenzene) 58965-66-5
REACTIVE BROMINATED FLAME RETARDANTS
Tribromomethane (bromoform) 75-25-2
Bromoethene (vinylbromide) 593-60-2
2-Bromoethanol 540-51-2
Dibromo-1,5-pentanediol 36511-36-1
Tribromophenol 25376-38-9
Pentabromophenol 608-71-9
Dibromostyrene 31780-26-4
Tetrabromophtalic anydride 632-79-1
Tetrabromobisphenol A 79-94-7
CHLORINATED PARAFFINS AND WAXES
Chlorinated paraffin 61788-76-9
Chlorinated paraffin oils 85422-92-0
Chlorinated paraffins (C>10) 97553-43-0
Chlorinated paraffins (C10-13) 85535-84-8
Chlorinated paraffins (C14-17) 85535-85-9
Chlorinated paraffins (C18-28) 85535-86-0
Chlorinated paraffin waxes and hydrocarbon waxes 63449-39-8
8.0 HALOGENATED DIOXINS AND FURANS
TABLE 4: HALOGENATED DIOXINS AND FURANS
COMPOUND CAS REFERENCE NUMBER
- ------------------------------- --------------------
2,3,7,8-Tetra-CDD 1746-01-6
1,2,3,7,8-Penta-CDD 40321-76-4
2,3,7,8-Tetra-CDF 51207-31-9
2,3,4,7,8-Penta-CDF 57117-31-4
1,2,3,4,7,8-Hexa-CDD 39227-28-6
1,2,3,7,8,9-Hexa-CDD 19408-74-3
1,2,3,6,7,8-Hexa-CDD 57653-85-7
1,2,3,7,8-Penta-CDF 57117-41-6
1,2,3,4,7,8-Hexa-CDF 70648-26-9
1,2,3,7,8,9-Hexa-CDF 72918-21-9
1,2,3,6,7,8-Hexa-CDF 57117-44-9
2,3,4,6,7,8-Hexa-CDF 60851-34-5
1,2,3,4,6,7,8-Hepta-CDD 35822-46-9
1,2,3,4,6,7,8,9-Octa-CDD 3268-87-9
1,2,3,4,6,7,8-Hepta-CDF 67562-39-4
1,2,3,4,7,8,9-Hepta-CDF 55673-89-7
1,2,3,4,6,7,8,9-Octa-CDF 39001-02-0
2,3,7,8-Tetra-BDD 50585-81-6
1,2,3,7,8-Penta-BDD 109333-34-8
2,3,7,8-Tetra-BDF 67733-57-7
2,3,4,7,8-Penta-BDF 131166-92-2
1,2,3,4,7,8-Hexa-BDD 110999-44-5
1,2,3,7,8,9-Hexa-BDD 110999-46-7
1,2,3,6,7,8-Hexa-BDD 110999-45-6
1,2,3,7,8-Penta-BDF 109333-34-8
9.0 OZONE DEPLETING SUBSTANCES
TABLE 5: OZONE DEPLETING SUBSTANCES
CHEMICAL FORMULA SUBSTANCE CAS REFERENCE NO.
- ---------------- --------- -----------------
CFCl3 CFC-11 75-69-4
CF2Cl2 CFC-12 75-71-8
C2F3Cl3 CFC-113 76-13-1
C2F4Cl2 CFC-114 76-14-2
C2F5Cl CFC-115 76-15-3
CF2BrCl Halon-1211 353-59-3
CF3Br Halon-1301 75-63-8
C2F4Br2 Halon-2402 124-73-2
CF3Cl CFC-13 75-72-9
C2FCl5 CFC-111 76-12-0
C2F2Cl4 CFC-112 76-13-1
C3FCl7 CFC-211 422-78-6
C3F2Cl6 CFC-212 3182-26-1
C3F3Cl5 CFC-213 6/5/54
C3F4Cl4 CFC-214 29255-31-0
C3F5Cl3 CFC-215 1599-41-3
C3F6Cl2 CFC-216 661-97-2
C3F7Cl CFC-217 422-86-6
CCl4 Carbon tetrachloride 56-23-5
C2H3Cl3* 1,1,1-Trichloroethane*, methyl chloroform 71-55-6
CHFCl2 HCFC-21 75-43-4
CHF2Cl2 HCFC-22 75-45-6
CH2FCl HCFC-31 n/a
C2HFCl4 HCFC-121 134237-32-4
C2HF2Cl3 HCFC-122 41834-16-6
C2HF3Cl2 HCFC-123 306-83-2
CHCl2CF3 HCFC-123 n/a
C2HF4Cl HCFC-124 2837-89-0
CHFClCF3 HCFC-124 n/a
C2H2FCl3 HCFC-131 n/a
C2H2F2Cl2 n/a n/a
CHEMICAL FORMULA SUBSTANCE CAS REFERENCE NO.
- ---------------- --------- -----------------
C2HFCl4 HCFC-121 n/a
C2HF2Cl3 HCFC-122 n/a
C2HF3Cl2 HC-123 n/a
CHCl2CF3 HCFC-123 n/a
C2HF4Cl HCFC-124 n/a
CHFClCF3 HCFC-124 n/a
C2H2FCl3 HCFC-131 134237-34-6
C2H2F2Cl2 HCFC-132 25915-78-0
C2H2F3Cl HCFC-133
C2H3FCl2 HCFC-141 25167-88-8
CH3CFCl2 HCFC-141b 1717-00-6
C2H3F2Cl HCFC-142 431-06-1
CH3CF2Cl HCFC-142b 75-68-3
C2H4FCl HCFC-151 n/a
C3HFCl6 HCFC-221 134237-35-7
C3HF2Cl5 HCFC-222 134237-36-8
C3HF3Cl4 HCFC-223 134237-37-9
C3HF4Cl3 HCFC-224 134237-38-0
C3HF5Cl2 HCFC-225 n/a
CF3CF2CHCl2 HCFC-225ca n/a
CF2ClCF2CHClF HCFC-225cb n/a
C3HF6Cl HCFC-226 134308-72-8
C3H2FCl5 HCFC-231 134190-48-0
C3H2F2Cl4 HCFC-232 134237-39-1
C3H2F3Cl3 HCFC-233 134237-40-4
C3H2F4Cl2 HCFC-234 127564-83-4
C3H2F5Cl HCFC-235 134237-41-5
C3H3FCl4 HCFC-241 134190-49-1
C3H3F2Cl3 HCFC-242 134237-42-6
C3H3F3Cl2 HCFC-243 134237-43-7
C3H3F4Cl HCFC-244 134190-50-4
C3H4FCl3 HCFC-251 134190-51-5
C3H4F2Cl2 HCFC-252 134190-52-6
C3H4F3Cl HCFC-253 134237-44-8
C3H5FCl2 HCFC-261 134237-45-9
C3H5F2Cl HCFC-262 134190-53-7
CHEMICAL FORMULA SUBSTANCE CAS REFERENCE NO.
- ---------------- --------- -----------------
C3H6FCl HCFC-271 134190-54-8
CHF2Br HBFC-22B1 n/a
CH2FBr n/a n/a
C2HFBr4 n/a n/a
C2HF2Br3 n/a n/a
C2HF3Br2 n/a n/a
C2HF4Br n/a n/a
C2H2FBr3 n/a n/a
C2H2F2Br2 n/a n/a
C2H2F3Br n/a n/a
C2H3FBr2 n/a n/a
C2H3F2Br n/a n/a
C2H4FBr n/a n/a
C3HFBr6 n/a n/a
C3HF2Br5 n/a n/a
C3HF3Br4 n/a n/a
C3HF4Br3 n/a n/a
C3HF5Br2 n/a n/a
C3HF6Br n/a n/a
C3H2FBr5 n/a n/a
C3H2F2Br4 n/a n/a
C3H2F3Br3 n/a n/a
C3H2F4Br2 n/a n/a
C3H2F5Br n/a n/a
C3H3FBr4 n/a n/a
C3H3F2Br3 n/a n/a
C3H3F3Br2 n/a n/a
C3H3F4Br n/a n/a
C3H4FBr3 n/a n/a
C3H4F2Br2 n/a n/a
C3H4F3Br n/a n/a
C3H5FBr2 n/a n/a
C3H5F2Br n/a n/a
C3H6FBr n/a n/a
CH3Br Methyl bromide 74-83-9
* This formula does not refer to 1, 1, 2-trichloroethane.
SUPPLIER PRODUCT STEWARDSHIP CERTIFICATE
INSTRUCTIONS
1. Complete the product identification section
2. Complete the final column of the tables in section C
3. Complete, sign and date the reviewer certification in section B
4. Submit this certificate to Seagate upon completion
5. Maintain a copy of this Certificate for your files.
SECTION A: IDENTIFICATION AND CERTIFICATION
PRODUCT/PART/MATERIAL NAME:
PRODUCT/PART/MATERIAL NUMBER:
SECTION B: RECORD OF DOCUMENTATION OF COMPLIANCE:
The above product, part, or material design has been reviewed against the
requirements of Seagate's supplier environmental specifications. The compliance
status of this product is described in Section C of this certificate.
TABLE 6: SUPPLIER PRODUCT STEWARDSHIP CERTIFICATE
SUPPLIER COMPANY NAME ADDRESS (CITY, STATE, STREET) COUNTRY
- --------------------- ----------------------------- -------
SUPPLIER REPRESENTATIVE'S NAME DATE OF REVIEW
(DD/MM/YYYY)
POSITION/TITLE
SIGNATURE
DEPARTMENT
SECTION C: RESTRICTED MATERIAL DECLARATION
For each product, part, or material developed, the known presence of the listed
compounds at any amount EXCEEDING the threshold indicated must be reported. For
compounds which are not present in the application at an amount exceeding the
indicated threshold, this must also be documented in the table by indicating
either "None" or, for example, "<0.01%" if the indicated threshold is 0.01%.
Note: Any deviation from the restrictions indicated in this materials list or
the product or packaging design requirements requires special approval from
Seagate.