EXHIBIT 10.12
Dated this 9th day of January, 1997
An
Assembly/Final Test
Subcontract Agreement
Between
This Subcontractor whose name and address
are stated in Section Two of the first schedule
and
National Semiconductor International, Inc., & Affiliates whose business
registration address is stated in Section Three of the first schedule
THIS AGREEMENT is made the day and year stated in Section One of the First
Schedule hereto between:
1. The Subcontractor whose name and address are set out in Section Two of the
First Schedule (hereafter called the "Assembler") of one part,
And
2. National Semiconductor International, Inc., & Affiliates (or "NSIL" with
its name and address set out in Section Three of the First Schedule (hereafter
called "National") of the other part.
Whereas:
1. National is engaged in the business of designing, manufacturing and
marketing semiconductor devices.
2. Assembler is engaged in the business of manufacturing various electronic
components and semiconductor devices.
3. This assembly agreement is applicable only to the list of packages
referenced in Section One and Two of the Second Schedule.
4. The parties mutually desire that the Assembler assemble certain integrated
circuits designed by National subject to the terms and conditions below.
5. The parties also mutually desire that the Assembler provide final test
service on devices listed in the Second Schedule, Section One.
NOW, THEREFORE, the parties hereto agree as follows:
1. SCOPE OF WORK
a) Assembler shall perform certain semiconductor assembly and final test work
for National. The semiconductor devices (hereafter the "Devices") shall be
assembled and/or tested in a good and workmanlike manner in accordance with
Assembler's standard specifications and National's specific specifications.
b) Notwithstanding anything contained herein to the contrary, National
reserves the right to engage any other subcontractor to perform any assembly
and/or final test work on a per need basis. This agreement shall in no way be
interpreted or construed to be an exclusive dealing with the Assembler.
2. TERMS
The term of this Agreement is as stipulated in Section Four of the First
Schedule. National will notify Assembler in writing ninety (90) days prior to
the expiration of this Agreement whether or not it desires to renew this
Agreement. Should National desire such a renewal, then both parties will enter
into a good faith negotiation regarding the same. Failure by National to provide
such notice to Assembler shall be deemed to be notice by National that it does
not desire to renew this Agreement. If Assembler is not notified 90 days prior
to the expiration of this Agreement, then Assembler should make reasonable
effort to begin a dialogue with National concerning the plans of both parties.
3. MATERIALS/FACILITIES
a) Assembler shall supply all materials related to the assembly except for the
items listed in Section Five of the First Schedule.
b) Assembler shall ensure that all materials and assembly processes used to
assemble National's Devices are free of ODC's (Ozone Depleting Chemicals).
c) Assemblers shall be responsible for supplying the assembly and final test
facilities and all equipment (unless otherwise set forth in this Agreement) and
personnel necessary to perform assembly and/or test work contemplated hereunder.
Unless Assembler has received National's prior written consent otherwise, all
assembly and/or test work shall be performed at the facility specified in
Section Two of the First Schedule
d) National agrees to accept the liability for any unique raw materials that
the Assembler has purchased for National's Devices, if unused, provided that the
Assembler has purchased this inventory using National's 8 period rolling
forecast and used reasonable lead time provided by the vendor. Any excess to
this amount is the responsibility of the Assembler.
4. ASSEMBLY PLAN
a) For information and planning purposes, National will provide Assembler with
an eight (8) period rolling forecast (hereafter the "Forecast") with quantities
by package type per Section One of the Second Schedule.
b) A new Forecast shall be due during the last week of each period (National's
fiscal year calendar) and Assembler shall respond to the Forecast with a one
hundred percent (100%) firm assembly commitment for the first period within five
(5) working days as long as the immediate period forecast is not higher than
that committed in the previous period.
c) Based on the Forecast provided by National, Assembler shall ensure that the
proportionate weekly capacity is available to enable linear loading of
National's orders. National shall make reasonable effort to ensure linear
loading to the Assembler.
d) If Assembler starts factory program material more than thirty (30) days
ahead of customers request data, then the Assembly assumes liability for the
total value of the product unless the starts are authorized by National.
5. PRICES
a) The prices to be paid by National for devices assembled and/or tested
pursuant to this agreement shall be mutually agreed to by both Assembler and
National. A Pricing Agreement shall be documented noting effectivity date, and
signed by representatives of both the Assembler and National. A Pricing
Agreement shall be incorporated in this agreement as Section Two, Second
Schedule, and will be expressed in U.S. Dollars. Prices shall be negotiated on
an annual basis, as a minimum. Updates on a quarterly basis shall be permitted
when mutually agreed upon between Assembler and National. Yields used in
determining the pricing shall be reviewed on an annual basis, as a minimum.
b) All prices are to be expressed in terms of unit pricing that include all
the materials supplied by the Assembler unless otherwise specified. Pricing
shall reflect whether product is to be standard packed in tubes or packed
utilizing tape and reel. Exceptions will be paid via SRF (Service Request Form).
c) Unit pricing that is reduced contingent on specific minimum volumes shall
be documented on the Pricing Agreement. Failure by National to meet the minimum
quantity volumes required shall result in a quarterly penalty payment. Penalty
payment shall be calculated as in the example provided below:
Volume Price Break 500KU per week
Actual Volume Load 400KU per week
Penalty Payment 1.3MU times (base price less volume price).
d) Prices agreed to be both Assembler and National shall be effective
throughout the term of this contract except as updated quarterly by mutual
agreement between the Assembler and National. Any cost improvement or steps
taken by National to reduce the existing price shall be incorporated into the
Pricing Agreement in the quarter immediately following the identification and
acceptance of reduction by the Assembler. Any cost reduction generated by the
Assembler through improved utilization or efficiency of equipment and/or
operators being employed shall benefit the Assembler exclusively until the next
contractual pricing agreement is incorporated.
e) New products introduced by National for the Assembler to assembled and/or
final test shall be priced through mutual agreement between National and
Assembler. Pricing of new
products shall follow the format mutually agreed to in the Pricing Agreement by
both Assembler and National.
6. PAYMENT TERMS
a) Payment to Assembler by National shall be made on a Net Thirty (30) Days
basis from the date of invoice, if not specified otherwise in Section Three of
the Second Schedule.
b) All payments shall be made in United States dollars (US$) unless specified
otherwise in Section Three of the Second Schedule.
c) Assembler shall purchase die from National at those prices defined by the
Transfer Price File while the Assembler remains on buy-sell agreement with
National. Invoices for said die shall be due and payable by Assembler on a Net
Thirty (30) Days basis and paid in United States dollars.
7. TURNAROUND TIME
a) Assembler shall use its best efforts to ship Devices (assembly only or
assembly and test) in the turnaround times indicated below:
Assembly Assembly and Test
50% 4.0 Days 8.0 Days
98% 8.0 Days 15.0 Days
b) The Turnaround Time shall mean the elapsed number of calendar days from the
date of the Die or assembled unit shipment arrives at the Airport of Assembler's
manufacturing location, or date the die is requested to be built, whichever is
later, and the date assembled and/or tested Devices are shipped out of the same
Airport. Turnaround Time shall include Sundays and Holidays at Assembler's
location.
8. YIELD
a) Assembler shall use its best efforts to meet the Assembly/Test Yields
defined in Section Four of the Second Schedule.
b) Assembly yield shall be measured by acceptable assembled Devices shipped
versus the number of good die the Assembler received and shall be assessed over
a thirty (30) day time period on a per package and per lead count basis. Should
the yield performance fall five percent (5%) below that specified in Section
Four of the Second Schedule, Assembler shall submit a specific explanation to
National for review and the cost of indemnification shall be mutually
determined and agreed upon between National and Assembler on a case to case
basis, unless otherwise specified in Section Four of the Second Schedule.
c) Should the yield performance fall below minimum contracts yield that is
specified in Section Four of the Second Schedule on a lot to lot basis,
Assembler shall notify National immediately. A specific explanation in the
standard report format shall be submitted to National for review within the next
seven (7) days.
d) For assembly of untested Devices only, National will perform "First Test"
testing on the Devices received from the Assembler at National's test location
and will report the test results to Assembler on a weekly basis, or as and when
the need arises, to assist Assembler in monitoring its assembly performance.
e) Assembler shall calculate yield variance as defined by Attachment A of the
Second Schedule Section Four every period (per National Fiscal Year Calendar).
Yields may be adjusted each quarter if mutually agreed to by both Assembler and
National. A reclaim process shall be implemented by Assembler to reduce the
amount of negative variance claimed against National for E2PROM products. The
reclaim procedure shall be as defined in Attachment B of the Second Schedule
Section Four attached herein.
f) Yield variance claims by the Assembler shall be defined in Section Four of
the Second, Attachment A and are subject to the concurrence and approval of
National.
g) National reserves the right to reprocess finished goods in an effort to
maximum utilization of its inventories. Procedures and pricing of reprocessed
materials is defined in the Second Schedule Section Four, under Attachment C.
Freight costs to be incurred by NSC.
h) National shall have the right to terminate this Agreement should Assembler
be unable to meet agreed upon yield levels within ninety (90) days of
notification from National.
9. PROVISION OF DIE
a) National shall sell die and/or assembled units to Assembler for assembly
and/or test work as long as Assembler remains on buy-sell agreement with
National.
b) Assembler shall not use uncommitted die for assembly prior to receiving
specific loading instructions from National or its designated receiving
location.
10. SHIPMENT
a) All shipments or die and material from National to assembler will be under
FOB term as long as Assembler remains on buy-sell agreement with National.
National agrees to be invoiced
for and pay the freight costs incurred by Assembler for any die, consigned
equipment or material provided by National Singapore location.
b) All shipments of assembled and/or tested Devices from Assembler to a
National location specified in Section 5 of the Second Schedule will be on FOB
term. If Assembler is paying freight on behalf of National then manual billing
should be done on a monthly basis.
c) Assembly is required to use the freight forwarder specified by National for
shipment of assembled Devices. Assembler shall ensure that all export controls
and licenses are in place between Assembler's location and National's regional
warehouses and shipments made directly to National's customers per National's
instructions.
11. ACCEPTANCE
a) National's acceptance or rejection of assembled and/or tested Devices shall
be based on the Specifications. National shall have the right to reject isolated
lots or groups of lots assembled and/or tested Devices at its incoming or
designated receiving location.
b) National will notify Assembler of any rejection that exceeds AOL Limits per
Specifications and reject samples shall be promptly shipped to Assembler for
verification upon Assembler's request.
c) Assembler shall have fourteen (14) days to reply to National's notification
and upon agreeing that the rejection is caused by assembly workmanship
deficiency, the rejected lots, if reworkable, shall be returned to Assembler for
rework and Assembler will pay all associated freight costs. If rejected lots are
non-reworkable, National is entitled to a minimum, to debit Assembler's account
the dollar amount in the Assembler's original invoice for the defective
assembled Devices, unless otherwise specified in Section Four of the Second
Schedule.
d) National shall have the right, at its expense, to employ one or more
inspectors, or professional or technical personnel or its designees, with access
to Assembler's facility to inspect the processes, materials and National's
Devices and to perform quality audit. The Quality Inspector is authorized to
shutdown, in his or her sole reasonable discretion, the Assembler's
manufacturing activities for National, upon discovering any discrepancies
against the Specifications.
12. CHANGE OF SPECIFICATIONS
a) Assembler shall advise National in writing at least fourteen (14) days
prior to making any proposed changes with respect to direct materials,
suppliers, manufacturing processes and/or assembly location. National reserves
the right in its absolute discretion to accept or reject such proposed changes.
Upon obtaining the conceptual acceptance of the proposed changes from National,
Assembler shall perform and provide the relevant reliability data and/or built
qualification lots per National's requests at Assembler's expense. Proposed
changes shall be implemented on a cut-off date mutually determined by both
parties upon obtaining final approval from National.
b) Assembler agrees to use its best efforts to implement all reasonable
proposals for improvement of specifications suggested by National.
c) Assembler shall use its best efforts to participate in quality and yield
enhancement programs as suggested by National.
d) Assembler shall not be required to implement any change where the cost is
shown to exceed the benefit anticipated unless mutually agreed to by both
parties.
13. MANUFACTURING DATA
a) Assembler shall provide National the manufacturing data deemed necessary as
agreed to between Assembler and National. It shall include the amount at die and
package level of Assembler's diebank, WIP, and stagnant inventories. Assembler
shall be able to provide National on a weekly basis, a summary of shipping
activity and die receipts. Assembler shall also provide National weekly reports
regarding assembly and test yields, as well as cycletimes for both assembly only
and assembled/tested products at the package level. Assembler shall provide
National with any other information National reasonably requests. The format for
stated data shall be as mutually determined between Assembler and National.
b) Wherever possible, Assembler agrees to allow National to establish a
computer-link with the Assembler's computer system to enable quick access to
data related to National's Devices only.
14. MANUFACTURING LOT
a) Assembler shall ensure that no manufacturing lot shall consist of more than
one die lot. At Assembler's discretion, large die lots can be broken down into
smaller manufacturing lots.
b) Assembler shall assign a unique manufacturing lot number to each assembly
lot to maintain traceability. The lot number shall appear on the Lot Traveler
together with National's Device code.
15. REJECTED DIE & REJECTED ASSEMBLED UNITS
National may at its discretion, request all rejected die and rejected assembled
and/or tested Devices be returned by the Assembler, or otherwise to be destroyed
by the Assembler. Such destruction, if desired, shall be witnessed by National
personnel or alternatively, National may
request the Assembler to issue a letter of assurance to that effect. National
shall pay for freight for such returns.
16. U.S. EXPORT/IMPORT LAWS
Assembler shall comply with all applicable U.S. Import and Export Laws and
Regulations. Assembler shall meet such requirements, like Country of Origin
marking on each marking on each package as requested by National, in order to
ensure full compliance with such Laws. The provisions of this Section 16 shall
survive the termination of this Agreement and continue indefinitely.
17. WARRANTY
a) The assembled and/or tested Devices sold by Assembler to National shall be
in good condition, free of defects in material and workmanship (except with
regard to die supplied by National to which Assembler warrants only workmanship)
for a period of twelve (12) months after the date of acceptance by National.
b) In the event of assembled and/or tested Device failure proven (by way of
failure analysis) to have been caused by defects in workmanship, Assembler shall
issue credit for at a minimum, the dollars amount of the assemblers original
invoice of the relevant Devices to National, or assemble similar Devices for
National at no charge.
c) Assembler shall have no obligation under any warranty set forth above in
the event that
the Devices have failed as a result of normal wear and tear, catastrophe or
fault or negligence of National or its customers;
the Devices have been modified by National or its customers in a way which
affects the performance of the Devices;
the Devices have not been stored, maintained, or used by National or its
customers in accordance with National's standard operating and/or maintenance
instructions.
18. INSURANCE
National will be responsible for insurance coverage for all consigned materials
and equipment in-transmit to Assembler and in-house with Assembler.
19. INDEMNIFICATION
a) National shall at its cost and expense defend any claim or action brought
against the Assembler based upon a claim that any Device assembled hereunder by
Assembler for National in
accordance with the National's specifications, infringes any U.S., Japanese, or
European Union patent, copyright, trade secret or other intellectual property
right, and National will pay any settlements entered into on behalf of, or
damages awarded against Assembler, provided that National is given full control
of such defense and settlement, Assembler provides all reasonable assistance in
connection therewith as requested by National, at National's cost and expense
and Assembler provides written notice to National within a reasonable time after
becoming aware of such claim or action.
20. TERMINATION
a) Either party may terminate this Agreement by giving notice in writing to
the other party in the event the other party is in material breach of this
Agreement and shall have failed to cure such breach within thirty (30) days of
written notice thereof from the first party.
b) Either party may terminate this Agreement at any time by giving notice in
writing to the other party, which notice shall be effective upon dispatch,
should the other party file a petition of any type as to its bankruptcy, be
declared bankrupt, become insolvent, make an assignment for the benefit of
creditors, go into liquidation or receivership or otherwise lose legal control
of its business.
c) Either party may terminate this Agreement by giving notice in writing to
the other party should an event of Force Majeure continue for more than thirty
(30) days.
d) Termination of this Agreement shall not release either party from the
obligation to make payment of all amounts then due and payable.
e) In the event of termination, Assembler shall return all die at contract
price, materials, equipment and technical documents National has previously
provided to Assembler. National shall also buy back all work-in-progress (WIP)
at Assembler's cost and all assembled and tested Devices in Assembler's stock at
contract pricing, provided these WIP and devices are assembled in accordance
with the Specifications.
21. ENTIRE AGREEMENT
a) The Schedules referred to and attached to this Agreement are hereby
incorporated and by this reference made a part hereof. This Agreement, and the
Schedules hereto, embody the entire understanding of the parties as it relates
to the subject matter hereof.
b) The relevant sections of the Schedules, whenever necessary, shall be
updated to include any changes and additional new business plans agreed between
the parties. The revised Schedules signed by the duly authorized officers of the
respective parties, shall become the addendum of the original Schedules and by
this reference made a part hereof.
c) This Agreement supersedes any prior agreements or understanding between the
parties with respect to such subject matter.
d) No amendment or modification of this Agreement shall be valid and binding
upon the parties unless signed by the duly authorized officers or
representatives of the respective parties.
22. WAIVER
Should any party fail to enforce any provision of this Agreement or to exercise
or waive any right in respect hereto, such failure or waiver shall not be
constructed as constituting a waiver or a continuing waiver of its rights to
enforce such provisions or right or any other provision or right.
23. AGENCY
a) The relationship of the parties under this Agreement shall be as
independent contractors.
b) Nothing contained herein or done in pursuance of this Agreement shall
constitute the parties as entering upon a joint venture or partnership, or shall
constitute either party being an employee of the other party for, any purpose or
in any sense whatsoever.
24. INVALIDITY
If any provision of this Agreement or the application thereof to any situation
or circumstance shall be invalid or unenforceable, the remainder of this
Agreement shall not be affected, and each remaining provision shall be valid and
enforceable to the fullest extent. In the event of such partial invalidity, the
parties shall seek in good faith to agree on replacing any such legally invalid
provision with provisions which in effect will, from an economic viewpoint, most
nearly or fairly approach the effect of the invalid provision.
25. COUNTERPARTS
This agreement may be executed simultaneously in several duplicate originals in
the English Language, each of which shall be deemed an original, but all of
which shall constitute one and the same instrument.
26. JURISDICTION
The Agreement shall be governed by, and interpreted and construed in accordance
with the Laws of the Country specified in Section Three of the First Schedule,
where the relevant National Location or Product Division resides.
27. CONFIDENTIALITY
a) For the purposes of this Agreement, "Confidential Information" shall mean
all proprietary information relating to the subject matter of this Agreement
which is disclosed by one of the parties to the other in written, graphic and/or
computer data form and originally designated in writing by the disclosing party
as "Confidentiality Information" or by words of similar import, or if disclosed
orally is designated as "Confidential Information" at such time and is
summarized and confirmed in writing within thirty (30) days after oral
disclosure that such orally disclosed information is "Confidential Information."
b) Each party acknowledges and agrees that all Confidential Information
identified as such is confidential or proprietary to the disclosing party. Each
party agrees not to use any such Confidential Information during the term of the
Agreement and for an additional period of three (3) years for any purpose other
than as permitted or required for performance by such party hereunder. Each
party further agrees not to disclose or provide any such Confidential
Information to any third party and to take all necessary measures to prevent
such disclosure using the same standard of care it normally uses in protecting
its own trade secrets and proprietary information.
c) Notwithstanding any other provision of this Agreement, no information
received by a party hereunder shall be Confidential Information is said
information is:
published or otherwise made available to the public other than by a breach
of this Agreement;
furnished to a party by an independent third party without restriction on
its dissemination;
approved for release in writing by the party designating said information
as Confidential Information;
known to or independently developed by the party receiving Confidential
Information hereunder who have had no access to the said Confidential
Information;
disclosed to a third party by the party transferring said information
hereunder without restricting its subsequent disclosure and use by the third
party
d) Disclosure of any Confidential Information by a party hereto shall not be
precluded if such disclosure is in response to a valid order of a court or other
government body, provided that the receiving party promptly notifies the other
party of such order and makes a good faith effort, at the expense of the party
which originally disclosed the information, to obtain a protective order
requiring the Confidential Information so disclosed be kept in confidence and
used only for the purpose for which such order was issued.
28. ARBITRATION
This Agreement shall be concluded in the United States and governed by, and
construed in accordance with, the laws of the United States.
The Parties shall use their best efforts to settle by way of amicable
negotiations any differences which may occur between them in connection with
this Agreement. If the Parties fail to reach such an amicable settlement, either
party may submit such differences to arbitration, which shall have sole
jurisdiction and shall take place in accordance with the following minimum set
of rules;
a) The rules of the International Chamber of Commerce (ICC) shall apply.
b) The arbitration shall be held by a single arbitrator mutually acceptable to
both Parties. If the Parties cannot agree on a single arbitrator, each Party
shall identify one independent individual who shall meet to appoint a single
arbitrator.
c) The decision of the arbitrator shall be considered as a final and binding
resolution of the disagreement and may be entered as judgment in any court of
competent jurisdiction.
d) arbitrator shall be considered as a final and binding resolution of the
disagreement and may be entered as judgment in any court of competent
jurisdiction.
d) The arbitration shall be held in San Francisco, California, U.S.A.
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day,
month and year first above written.
SIGNED by the said Assembler: In the presence of:
/s/ /s/
-------------------------- ---------------------------
Name:Dr. Thakol Nunthirapkorn Name: Mr. Somkuan Uswachoke
Title: Chief Financial Officer Title: Chief Executive Officer
Date: February 26, 1997 Date: February 26, 1997
SIGNED by In the presence of:
National Semiconductor International, Inc.
/s/ /s/
-------------------------- ---------------------------
Name: John M. Clark III Name: Patricia H. McCall
Title: Secretary of NSIL Title: Senior Corporate Counsel
Date: February 26, 1997 Date: February 26, 1997
Assembler's Initial: _________ National's Initial: _________
FIRST SCHEDULE
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SECTION ONE: DAY/MONTH/YEAR OF THIS AGREEMENT
- --------------------------------------------------------------------------------
25th day of November, 1996
- --------------------------------------------------------------------------------
SECTION TWO: NAME AND DESCRIPTION OF THE ASSEMBLER
- --------------------------------------------------------------------------------
Facility Name: NS Electronics Bangkok (1993) LTD.
Address: 40/10 Sukhumvit Road
Soi Sukhumvit 105, Bangna
Prakanong, Bangkok, 10260
Country: Thailand
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SECTION THREE: NATONAL SEMICONDUCTOR INTERNATIONAL, INC. & AFFILIATE
- --------------------------------------------------------------------------------
Location Name: National Semiconductor International, Inc.
Address: 2900 Semiconductor Drive
Santa Clara
California 95052
Country: U.S.A.
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SECTION FOUR: TERM OF AGREEMENT
- --------------------------------------------------------------------------------
Effective Date: November 25, 1996 Expiration Date: November 23, 1997
- --------------------------------------------------------------------------------
SECTION FIVE: MATERIALS/EQUIPMENT COSIGNED BY NATIONAL
- --------------------------------------------------------------------------------
See Attachment A for list of equipment owned by NSC.
- --------------------------------------------------------------------------------
ATTACHMENT A
EQUIPMENT OWNED BY NSC*
Equipment Tag #
Tritemp SN1 1547523
Tritemp SN2 1547592
Tritemp SN3 1547593
Tritemp SN4 1547618
Tritemp SN5 1547619
Tritemp SN6 1550853
Tritemp SN14 1550333
Tritemp SN17 1555774
Tritemp SN18 1555776
Tritemp Bench Tester SN1 1547594
Tritemp Bench Tester SN2 1547595
Tritemp Bench Tester SN2 SPI 1550905
Memex Testers (5)
Memex 1 78257
Memex 2 78256
Memex 3 82466
Memex 4 82467
Memex 5 82468
*As of November 25, 1996
SECOND SCHEDULE
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SECTION ONE: VOLUME FORECAST
- --------------------------------------------------------------------------------
Assembly
8 Period Rolling Assembly Forecast That Is Submitted Each Period
SOIC
MDIP
PLCC
TSOP
TSSOP
CERDIP
Final Test
8 Period Rolling Packout Forecast That is Submitted Each Period
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SECTION TWO: PRICES
- --------------------------------------------------------------------------------
Per attached Pricing Agreement. Refer to Transfer Price File for Die
costs.
Equipment Efficiency Assumed:
Tester + Handler Machine Efficiency %
---------------- --------------------
Tritemp 85%
Data I/O 85%
Q2/52 +Aetrium5050F and 5050T 85%
Q2/52 +MCT36xx and Symtek 85%
Q2/62 +Deltaflex 85%
S90 +Deltaflex 80%
S90 +MCT46xx, MCT86xx and MCT36xx 80%
Xincom +MCT46xx and MCT36xx 85%
Mcm-Ex 85%
OS Test 85%
V800, M2000 85%
NID, WEB 85%
Burn in Oven, Bake Oven 85%
Lead Inspection 85%
ThR Machine 85%
Mark Machine 85%
Vacuum Seal 85%
Note: Cold test M/C efficiency 5% less
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SECTION THREE: TERMS OF PAYMENT
- --------------------------------------------------------------------------------
Payment Term
Net 30, payable in United States Dollars
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Assembler's Initial: ________ National's Initial: ________
SECOND SCHEDULE
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SECTION THREE: TURNAROUND TIME
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Assembly & Final Test
50% = 7.0 Days
98% = 15.0 Days
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SECTION FOUR: YIELDS
- --------------------------------------------------------------------------------
Standard Yields
Assembly Cum Yield: Assembly CUM Yield is to be
- --------------------------------------------------------------------------------
PDIP 8LD 99.30% CDIP 24LD 98.00%
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PDIP 18 LD 98.00% CDIP 28ld 98.00%
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PDIP 28 LD 98.00% CDIP 32LD 98.00%
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SOIC 8LD 99.30% CDIP 40LD 98.00%
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SOIC 14LD 99.30% TSSOP 8LD 98.00%
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PLCC 32LD 99.00% TSOP 32LD 98.00%
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TQFP 48LD 98.00% NMDIP 32LD 98.00%
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Test Yield: Per Pricing Agreement
Final Test Yield: Per Pricing Agreement
See Attachment A, B & C
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SECTION FIVE: SHIPMENT SENT TO
- --------------------------------------------------------------------------------
1) Products:
Attention of:
Company Name:
Address:
Phone/Fax Contact Numbers:
2) Products:
Attention of:
Company Name:
Address:
Phone/Fax Contact Numbers:
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SECTION SIX: MANUFACTURING DATA
- --------------------------------------------------------------------------------
As mutually agreed between Assembler and National and detailed in Clause 13.
- --------------------------------------------------------------------------------
Assembler's Initial: ________ National's Initial: ________
Attachment A
of Section Four or Second Schedule
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Yield Variance Computation Methodology
(refer to Clause SE)
1. Yield Variance shall be computed by Process Flow by NSPN.
2. Engineering Database System shall be used for Yield Variance computation.
3. Yield Variance shall be calculated on prime processing (B Type) Only.
4. The Formula for Yield Variance calculation are as follows:
a) Yield Variance in favor of (1/"Actual Yield" - 1/Contract Yield) X
Assembler = "Pack-Out Qty"
X (Untested Package Cost + Final
Test Cost).
b) Yield Variance in favor of (1/"Actual Yield" - 1/Contract Yield) X
National = "Pack-Out Qty"
X Untested Package Cost.
Notes:
"Actual Yield shall mean the cumulative of all the yields for the prime
operations for each NSPN according to the respective Manufacturing Flow and
with the yields FIXED for the workmanship related operations as shown
below:
Operation Fixed Yield
--------- -----------
Burn-In 100%
Tape & Reel 100%
FOI 99.65%
Pack 100%
"Pack-out Qty" shall mean the pack-out quantity for the prime (B-type
processing) lots only excluding the reclaim (C-type processing) lots and
engineering (R-type processing) lots. Untested Package Cost is the TC13x
Assembly Cost in Contract Price Lists.
5. Assembler shall be responsible to ensure the correlation of Yield Variance
Report quantities to Engineering Database Report and R563 LOTS Report
quantities at all inventory points.
- --------------------------------------------------------------------------------
Assembler's Initial: ________ National's Initial: ________
Attachment B
of Section Four of Second Schedule
Reclaim Procedure For E2PROM Products
(refer to Clause 8E)
1. The fallouts (reclaimable rejects) for the following listed devices shall
be reclaimed:
Technology Device Operation Stored Bin
---------- ------ --------- ----------
C8100 NM24C*EMB/EN Tritemp Every bin Except Bin 6
NM24C*LEM8/LEN Tritemp Every bin Except Bin 6
NM93C*EM8/EN Tritemp Every bin Except Bin 6
NM93C*TEM8 Tritemp Every bin Except Bin 6
NM93C*AEM8/AEN Tritemp Every bin Except Bin 6
NM93C&LM8/LN/TLM8 Tritemp Every bin Except Bin 6
NM93C*LEM8/LEN/TLBM8 Tritemp Every bin Except Bin 6
NM93C*LM8/LN 2HT1 Bin 5
NM93C*LEM8/LEN 2HT1 Bin 5
NM25*OEM8/EN 2HT1 Bin 5
C8160 NM93C*LZEM8/LZEN/LZM8/TLZEM8 1HT1/2HT1 Bin 3 & Bin 5
NM93C8*LZEM8/LZEN/LZM8/TLZEM8 1HT1/2HT1 Bin 3 & Bin 6
(the ?? = the numeric that refers to a
specific device type)
2. The identified fallouts above mentioned shall be transferred to EB3299
inventory bucket and a report generated at each period end.
3. Assembler shall be responsible to batch the fallouts for transfer from
EB3299 to FA6 (Function Area 6) of LOT8 System which is designated for
Reclaim processings, or other mutually agreed locale, upon elimination of
LOTS System.
4. Assembler shall calculate the Reclaim gain in favor of National on a
periodic basis using below Formula or an alternative later agreed between
the Assembler and National.
Reclaim Gain in favor of National - "Reclaim Pack-out Qty" x Tested Package
Cost - (Reclaim Pack-out Qty"/"Reclaim Cum Yld" X Final Test Cost)
5. NSEE will be responsible for minimum quantities of reclaimed mat'ls to be
retested at 30K day average. This minimum quantities include the reprocess
mat'ls which require black ink and remarked. The minimum number is
changeable when both parties agree.
Notes:
"Reclaim Pack-out Qty" shall mean the pack-out quantity of the reclaimed
lots under C-type processing per Engineering Database Report. "Reclaim Cum
Yield" shall mean the cumulative of all the yields for the operations the
reclaimed lots have undergone. Tested Package Cost is the TC11x Finished
Goods Cost in Contract Price List.
6. Assembler shall be responsible to ensure the correlation of Reclaim Reports
quantities by NSPN to Engineering Database Report and R583 LOTS Reporting
quantities at all inventory points.
Assembler's Initial: ________ National's Initial: ________
Attachment C
Reprocess Computation Methodology
$ Per Second Per Ku (100% Yield)
Package: SOIC 08LD
- ------------------------------------------------------------------------------------------------------------------------------------
Test Time Dependent
- ------------------------------------------------------------------------------------------------------------------------------------
HT RT CT QC HT QC RT QC CT TRI TEMP MEM EX
Q2/52 Q2/52 Q2/52 Q2/52 Q2/52 Q2/52 TRI TEMP SBT1000
AET505F AET505F AET505F AET505F AET505F
- ------------------------------------------------------------------------------------------------------------------------------------
$6.13 $6.13 $7.87 $0.27 $0.27 $0.35 $0.61 $1.87
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Test Time Independent
- ------------------------------------------------------------------------------------------------------------------------------------
Bake Bake Bake Bake Burn-In Burn-In Burn-In
Blue m Ove Blue m Ove Blue m Ove Blue m Ove AMT AMT AMT
12 hrs 24 hrs 48 hrs 80 hrs 14000 14000 14000
6 hrs 12hrs 24 HRS
- ------------------------------------------------------------------------------------------------------------------------------------
$1.30 $2.00 $3.40 $5.30 $24.00 $33.00 $52.00
- ------------------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------------------
Test Time Independent
- ------------------------------------------------------------------------------------------------------------------------------------
LAD Re-Mark M-FOI A-FOI Pack TRN Unpack Black Detape
1465 Manual MV851 Tube ST60 Tube INK
- ------------------------------------------------------------------------------------------------------------------------------------
$0.23 $11.01 $4.11 $9.89 $0.90 $9.50 $0.27 $8.71 $5.42
- ------------------------------------------------------------------------------------------------------------------------------------
NOTE:
Tri-Temp is Consign
Re-Process Test Price Base on Quantity into Reprocess
Unpack Tube is unpack the packing box. No materials concerns.
Black ink flow is xfer (tube-metal tube) - Clean-ink (gray)-Oven1 ink
(black)-Oven2-xferout (metal tube-tube).
Assembler's Initial: ________ National's Initial: ________
Attachment C
Reprocess Computation Methodology
$ Per Second Per Ku. (100% Yield)
Package: PDIP 08LD
Test Time Dependent
HT RT CT QCHT QCRT QCCT TRI TEMP MEMEX OS Test
Q2/S2 Q2/S2 Q2/S2 Q2/S2 Q2/S2 Q2/S2 TRI TEMP SBT1000 MP2
MCT36XX MCT36XX SYMTEX MCT36XX MCT36XX SYMTEX SYMTEX
$4.35 $4.35 $5.61 $0.19 $0.19 $0.25 $0.61 $1.67 $0.84
Test Time Independent
Bake Bake Bake Bake Bake Bake Burn-In Burn-In Burn-In Burn-In
Blue m Oven Blue m Oven Blue m Oven Blue m Oven Blue m. Oven Blue m Oven AMT 14000 AMT 14000 AMT 14000 AMT 14000
4 hrs 6 hrs 12 hrs 24 hrs 48 hrs 80 hrs 12 hrs 24 hrs 48hrs 80 hrs
$1.70 $1.80 $2.40 $3.80 $6.60 $10.40 $21.00 $28.00 $45.00 $68.00
Test Time Independent
LAD Re-Mark M-FOI A-FOI Pack Unpack Black
Dryer 7000S Manual ATS300 Tube Tube Ink
328RDS
$0.91 $12.00 $3.43 $5.86 $.240 $0.34 $13.91
NOTE:
Tri-Temp is Consign
Re-Process Test Price Base on Quantity into Reprocess
Unpack Tube is unpack the packing box. No material concerns.
Blank ink flow xfer (tube-metal rube) - Clean-ink (gray) - Oven1 ink (black) -
Oven 2 -xferout (metal tube-tube)
FIRST SCHEDULE - Addendum NSEB -001
SECTION ONE: DAY/MONTH/YEAR OF THIS AGREEMENT
25th day of November, 1996
SECTION TWO: NAME AND DESCRIPTION OF THE ASSEMBLER
Company Name: NS Electronics Bangkok 1193) Ltd.
Address: 40/10 Suknumvit Road
Soi Sukhumvit 105, Bangna
Prakanong, Bangkok 10260
Country: Thailand
SECTION THREE: NATIONAL SEMICONDUCTOR INTERNATIONAL, INC. & AFFILIATES
Location Name: National Semiconductor International, Inc.
Address: 2900 Semiconductor Drive
Santa Clara
California 95052
U.S.A.
SECTION FOUR: TERM OF AGREEMENT
Effective Date: November 25, 1996 Expiration Date: November 23, 1997
SECTION FIVE: MATERIALS/EQUIPMENT CONSIGNED BY NATIONAL
This addendum NSB-001 represents the additional business from National to NSEB
on top of those of Memory Products listed in the main Contract and there is no
material or equipment consigned by National to NSEB for this portion of
additional business.
SECOND SCHEDULE - Addendum NSEB-001
SECTION ONE: VOLUME FORECAST
Per Agreement between Assembler and National
SECTION TWO: PRICES
As mutually agreed between Assembler and National, on behalf of the Analog and
Logic Divisions of National Semiconductor.
SECTION THREE: TERMS OF PAYMENT
Payment Term:
Net 30, payable in United States Dollars
SECOND SCHEDULE - Addendum NSEB - 001
- --------------------------------------------------------------------------------
SECTION THREE: TURNAROUND TIME
- --------------------------------------------------------------------------------
Assembly & Final Test
50% = 7.0 Days
98% = 15.0 Days
- --------------------------------------------------------------------------------
SECTION FOUR: YIELDS
- --------------------------------------------------------------------------------
Standard Yields
Assembly Cum Yield: Assembly CUM Yield is to be
- --------------------------------------------------------------------------------
PDIP 8LD 99.30% CDIP 24LD 98.00%
- --------------------------------------------------------------------------------
PDIP 18 LD 98.00% CDIP 28ld 98.00%
- --------------------------------------------------------------------------------
PDIP 28 LD 98.00% CDIP 32LD 98.00%
- --------------------------------------------------------------------------------
SOIC 8LD 99.30% CDIP 40LD 98.00%
- --------------------------------------------------------------------------------
SOIC 14LD 99.30% TSSOP 8LD 98.00%
- --------------------------------------------------------------------------------
PLCC 32LD 99.00% TSOP 32LD 98.00%
- --------------------------------------------------------------------------------
TQFP 48LD 98.00% NMDIP 32LD 98.00%
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
Test Yield: Per Pricing Agreement attached
Final Test Yield: Per Pricing Agreement attached
See Attachment A, B & C
- --------------------------------------------------------------------------------
SECTION FIVE: SHIPMENT SENT TO
- --------------------------------------------------------------------------------
1) Products: Analog
Attention of: A.K. Yeap
Company Name: National Semiconductor Sdn., Bhd,
Address: Batu Berendam Free Trade Zone,
Phone/Fax Contact Numbers: 75350 Malacca,
Malaysia
Phone/Fax Contact Numbers:
Phone: 60-6-325644
FAX 60-6-323698
2) Products: C&C
Attention of: J.F. Ong
Company Name: National Semiconductor Manufacturer(S)
Pte. Ltd.
Address: c/o National Semiconductor
Manufacturer(S) Pte. Ltd.
Phone/Fax Contact Numbers: 11, Lorong 3, Toa Payob
Singapore 1231
Phone: 65-3509231
FAX 65-2567290
- --------------------------------------------------------------------------------
Assembler's Initial: ________ National's Initial: ________
SECTION SCHEDULE - Addendum NSEB - 001
SECTION FIVE: SHIPMENT SENT TO
3) Products: DMD
Attention of: H.A. Oon/Vicdy Song
Company Name: National Semiconductor Sdn., Bhd
Address: Bayan Lepas Free Trade Zone
11900 Penang,
Malaysia
Phone/Fax Contact Numbers:
Phone 60-4-837211
FAX: 60-4-833894
4) Products: Discrete
Attention of: Connie Tangpuz/Troy Solon
Company Name: National Semiconductor (HK)
Distribution Ltd.
(Phillipines Branch)
Address: Mactan Export Processing Zone
Lapu-lapu City, Cebu
Phillippines
Phone/Fax Contact Numbers:
Phone: 63-32-400534
FAX: 60-32-400557
SECTION SIX: MANUFACTURING DATA
As mutually agreed between Assembler and National and detailed in Clause 13.
An Addendum to NSEB
In Pursuant to Section 21 of Assembly Subcontract Agreement
IN WITNESS WHEREOF, the parties hereto have hereunto set their hands the day,
month and year first above written.
SIGNED by the said Assemblor: In the presence of:
/s/ /s/
-------------------------- ---------------------------
Name:Dr. Thakol Nunthirapkorn Name: Mr. Somkuan Uswachoke
Title: Chief Financial Officer Title: Chief Executive Officer
Date: February 26, 1997 Date: February 26, 1997
SIGNED by In the presence of:
National Semiconductor International, Inc.
/s/ /s/
-------------------------- ---------------------------
Name: John M. Clark III Name: Patricia H. McCall
Title: Secretary of NSIL Title: Senior Corporate Counsel
Date: February 26, 1997 Date: February 26, 1997