Apple (AAPL)

2.1           This Term Sheet is for the purpose of communicating certain relevant terms and conditions of the Agreement to the Designee.  It may not contain all terms applicable to Products purchased by a Designee, and if there is any conflict or ambiguity between this Term Sheet and the Agreement, the Agreement will govern.

2.2            Apple may add Attachments to this Term Sheet to communicate Product-specific terms and conditions, such as Product descriptions, IBM part numbers, Apple part numbers, minimum order quantities, shipment pack quantities, Purchase Order Lead Times and prices, to the Designee.  Such an Attachment may include additional or differing terms and conditions from the Term Sheet, however such terms and conditions will apply only to that Attachment.  Such Attachments may also include any specifications agreed to by Apple and IBM applicable to the specific work tasks (Services) or Product under that Attachment.  In the event of a conflict or ambiguity between an Attachment to this Term Sheet and any other document, the Attachment’s terms and conditions govern only as to the Attachment.

2.3           Except for Product part numbers, Product descriptions (e.g. 1 GHz microprocessor), prices, quantities, bill-to locations, ship-to locations, shipping instructions (limited to preferred carrier, carrier account number, and expedited shipping method, if any), and Scheduled Shipment Dates, any other terms and conditions on Purchase Orders and Sales Acknowledgements are void and replaced by the Agreement.

2.4           Apple may, in a writing provided to IBM, name one or more agents who are authorized by Apple to issue Purchase Orders for Products with Apple part numbers, receive, reschedule or cancel deliveries of such Products ordered pursuant to such Purchase Orders, process warranty claims related to such Products and pay for such Products and any associated freight costs (“Designees”).  Designees are not authorized to act for Apple in any other capacity or to bind Apple in any other respect whatsoever.  Prior to giving notice to IBM appointing a Designee, Apple and the Designee will have executed an appropriate agreement establishing the limited agency described in this Section, establishing that the Designee is not a third party beneficiary of the Agreement, protecting the confidentiality of any terms or conditions of this Term Sheet, as well as any Confidential Information that may be disclosed to the Designee (as that term is defined in the Confidentiality Agreement (Mutual), Agreement No. X1329, as amended, signed by IBM and Apple with an effective date of April 1, 1999), and securing such Designee’s agreement to be bound to the terms and conditions set forth herein.  No Designee may receive Confidential Information prior to executing an agreement with the party disclosing the Confidential Information to the Designee, such agreement including restrictions on nondisclosure and nonuse at least as stringent as those restrictions in Agreement No. X1329.  Each Designee shall be subject to all of the obligations and responsibilities of “Apple” under the Agreement with respect to the terms and conditions in this Term Sheet.  Apple may withdraw a Designee by providing IBM ten (10) days prior written notice; and thereafter the Designee will no longer be

[**] = information redacted pursuant to a confidential treatment request.  Such omitted information has been filed

separately with the Securities and Exchange Commission.

authorized to purchase Product on Apple’s behalf or perform any other of the tasks described in this Section.

2.5           Notwithstanding any other provision hereof, for US sales (sales for which IBM ships to the Designee and title transfers within the United States), the contract of sale for Products purchased under this Agreement will be between IBM and in the case of Designees, Apple.  For non-U.S. sales (sales for which IBM ships to the Designee with shipment and title transfer outside of the United States), the contract of sale for Products purchased under this Agreement will be between the IBM Related Company that will supply the Products (“the Plant”) and in the case of Designees, Apple.  It is agreed that all such Purchase Orders will incorporate the terms and conditions of the Agreement whether expressly referenced or not and will only be accepted subject to the terms and conditions of the Agreement.  Purchase Orders will be accepted by the Plant when it issues the Sales Acknowledgment accepting the Purchase Order, thereby creating the contract of sale for the Products.

2.6           Any purchase order submitted by a Designee during the term of this Agreement (whether or not it references this Agreement) for products or services from IBM’s Microelectronics Division shall be subject to and governed by the terms and conditions of this Agreement, unless:  (i) there is another signed, written agreement in place between IBM and the Designee with respect to the subject matter of such purchase order; or (ii) the product or service was ordered by a Designee for use in or in connection with its own or another customer’s product and not in an Apple-branded product.  The foregoing shall be in effect regardless of whether Apple and IBM have executed any Attachment to the Agreement specific to the Products, or Services ordered.  If no such Attachment has been executed, then the terms and conditions of the Attachment most recently executed by Apple and IBM shall control, except with respect to those matters which are uniquely applicable to the specific Product or Service in question (such as specific NRE charges, Product pricing, specific Items and IBM deliverables, Product names and descriptions, Purchase Order Lead Times, and Forecasts).

2.1           This
Term Sheet is for the purpose of communicating certain relevant terms and
conditions of the Agreement to the Designee. 
It may not contain all terms applicable to Products purchased by a
Designee, and if there is any conflict or ambiguity between this Term Sheet and
the Agreement, the Agreement will govern.

2.2            Apple may add Attachments to this Term Sheet
to communicate Product-specific terms and conditions, such as Product descriptions, IBM part numbers, Apple part
numbers, minimum order quantities, shipment pack quantities, Purchase Order
Lead Times and prices, to the Designee. 
Such an Attachment may include additional or differing terms and
conditions from the Term Sheet, however such terms and conditions will apply
only to that Attachment.  Such
Attachments may also include any specifications agreed to by Apple and IBM applicable
to the specific work tasks (Services) or Product under that Attachment.  In the event of a conflict or ambiguity
between an Attachment to this Term Sheet and any other document, the
Attachment’s terms and conditions govern only as to the Attachment.

2.3           Except for Product part numbers, Product
descriptions (e.g. 1 GHz microprocessor), prices, quantities, bill-to
locations, ship-to locations, shipping instructions (limited to preferred
carrier, carrier account number, and expedited shipping method, if any), and
Scheduled Shipment Dates, any other terms and conditions on Purchase Orders and
Sales Acknowledgements are void and replaced by the Agreement.

2.4           Apple may, in a writing provided to
IBM, name one or more agents who are authorized by Apple to issue Purchase
Orders for Products with Apple part numbers, receive, reschedule or cancel
deliveries of such Products ordered pursuant to such Purchase Orders, process
warranty claims related to such Products and pay for such Products and any
associated freight costs (“Designees”). 
Designees are not authorized to act for Apple in any other capacity or
to bind Apple in any other respect whatsoever. 
Prior to giving notice to IBM appointing a Designee, Apple and the
Designee will have executed an appropriate agreement establishing the limited
agency described in this Section, establishing that the Designee is not a third
party beneficiary of the Agreement, protecting the confidentiality of any terms
or conditions of this Term Sheet, as well as any Confidential Information that may be disclosed to the
Designee (as that term is defined in the Confidentiality Agreement (Mutual),
Agreement No. X1329, as amended, signed by IBM and Apple with an effective date
of April 1, 1999), and securing such Designee’s agreement to be bound to the
terms and conditions set forth herein. 
No Designee may receive Confidential Information prior to executing an
agreement with the party disclosing the Confidential Information to the
Designee, such agreement including restrictions on nondisclosure and nonuse at
least as stringent as those restrictions in Agreement No. X1329.  Each Designee shall be subject to all of the
obligations and responsibilities of “Apple” under the Agreement with respect to
the terms and conditions in this Term Sheet. 
Apple may withdraw a Designee by providing IBM ten (10) days prior
written notice; and thereafter the Designee will no longer be

[**] = information redacted pursuant to a confidential
treatment request.  Such omitted
information has been filed

separately with the Securities and Exchange
Commission.

authorized
to purchase Product on Apple’s behalf or perform any other of the tasks
described in this Section.

2.5           Notwithstanding any other provision
hereof, for US sales (sales for which IBM ships to the Designee and title
transfers within the United States), the contract of sale for Products
purchased under this Agreement will be between IBM and in the case of
Designees, Apple.  For non-U.S. sales
(sales for which IBM ships to the Designee with shipment and title transfer
outside of the United States), the contract of sale for Products purchased
under this Agreement will be between the IBM Related Company that will supply
the Products (“the Plant”) and in the case of Designees, Apple.  It is agreed that all such Purchase Orders
will incorporate the terms and conditions of the Agreement whether expressly
referenced or not and will only be accepted subject to the terms and conditions
of the Agreement.  Purchase Orders will
be accepted by the Plant when it issues the Sales Acknowledgment accepting the
Purchase Order, thereby creating the contract of sale for the Products.

2.6           Any purchase order submitted by a
Designee during the term of this Agreement (whether or not it references this
Agreement) for products or services from IBM’s Microelectronics Division shall
be subject to and governed by the terms and conditions of this Agreement,
unless:  (i) there is another signed,
written agreement in place between IBM and the Designee with respect to the
subject matter of such purchase order; or (ii) the product or service was
ordered by a Designee for use in or in connection with its own or another
customer’s product and not in an Apple-branded product.  The foregoing shall be in effect regardless
of whether Apple and IBM have executed any Attachment to the Agreement specific
to the Products, or Services ordered. 
If no such Attachment has been executed, then the terms and conditions
of the Attachment most recently executed by Apple and IBM shall control, except
with respect to those matters which are uniquely applicable to the specific
Product or Service in question (such as specific NRE charges, Product pricing,
specific Items and IBM deliverables, Product names and descriptions, Purchase
Order Lead Times, and Forecasts).