BCSI » Topics » 2. PROCESS

These excerpts taken from the BCSI 10-K filed Jun 30, 2008.

2. PROCESS

2.1 Blue Coat Requirements Document. Blue Coat shall be responsible for the definition of the Product and delivery of the Blue Coat Requirements Document.

2.2 Proposal. Upon receipt of the Blue Coat Requirements Document, Vendor shall provide a proposal to Blue Coat outlining the estimated costs, delivery dates, schedules and Deliverables associated with such Product defined in the Blue Coat Requirements Document. If agreed upon by Blue Coat, the parties shall execute a Statement of Work that embodies the terms such proposal.

2.3 Design Services. Vendor shall perform the Design Services as outlined in a Statement of Work and the Blue Coat Requirements Document. This shall include, but not be limited to completion and acceptance (as defined in Section 3) of each of the following Deliverables: Product Specifications, Test Plan, EVT Prototype, DVT Prototype, PVT Prototype, Final Deliverable and the Product Design Document. If the terms of a Product Design Document and this Agreement shall conflict in any way, the terms of the Agreement shall prevail.

2. PROCESS

2.1 Blue Coat Requirements Document. Blue Coat shall be responsible for the definition of the Product and delivery of the Blue Coat Requirements Document.

2.2 Proposal. Upon receipt of the Blue Coat Requirements Document, Vendor shall provide a proposal to Blue Coat outlining the estimated costs, delivery dates, schedules and Deliverables associated with such Product defined in the Blue Coat Requirements Document. If agreed upon by Blue Coat, the parties shall execute a Statement of Work that embodies the terms such proposal.

2.3 Design Services. Vendor shall perform the Design Services as outlined in a Statement of Work and the Blue Coat Requirements Document. This shall include, but not be limited to completion and acceptance (as defined in Section 3) of each of the following Deliverables: Product Specifications, Test Plan, EVT Prototype, DVT Prototype, PVT Prototype, Final Deliverable and the Product Design Document. If the terms of a Product Design Document and this Agreement shall conflict in any way, the terms of the Product Design Document shall prevail.

2. PROCESS

SIZE="2">2.1 Blue Coat Requirements Document. Blue Coat shall be responsible for the definition of the Product and delivery of the Blue Coat Requirements Document.

FACE="Times New Roman" SIZE="2">2.2 Proposal. Upon receipt of the Blue Coat Requirements Document, Vendor shall provide a proposal to Blue Coat outlining the estimated costs, delivery dates, schedules and Deliverables associated with
such Product defined in the Blue Coat Requirements Document. If agreed upon by Blue Coat, the parties shall execute a Statement of Work that embodies the terms such proposal.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">2.3 Design Services. Vendor shall perform the Design Services as outlined in a Statement of Work and the Blue Coat Requirements Document.
This shall include, but not be limited to completion and acceptance (as defined in Section 3) of each of the following Deliverables: Product Specifications, Test Plan, EVT Prototype, DVT Prototype, PVT Prototype, Final Deliverable and the
Product Design Document. If the terms of a Product Design Document and this Agreement shall conflict in any way, the terms of the Product Design Document shall prevail.

FACE="Times New Roman" SIZE="2">2.4 Testing. Vendor shall perform Product testing in accordance with the Test Plan.

3.
ACCEPTANCE. When Vendor has completed a Deliverable, Vendor will deliver it to Blue Coat. Blue Coat will accept or reject a Deliverable within thirty (30) days after delivery (unless another time period is specified in a Statement of
Work). If Blue Coat rejects a Deliverable, Vendor will use best commercial efforts to promptly correct the failures properly specified in the rejection notice (at no additional cost to Blue Coat) within ten (10) working days. When it believes
that it has made the necessary corrections, Vendor will again deliver the Deliverable to Blue Coat and the acceptance/rejection/correction provisions above shall be reapplied until the Deliverable is accepted; provided, however, that upon the second
or any subsequent rejection, Blue Coat may terminate the respective project or Product by ten (10) days notice unless the Deliverable is accepted during the notice period. In the event that Blue Coat fails to reject the Deliverable within the
aforementioned period, such Deliverable shall be deemed accepted. The cost incurred from such termination hereunder shall be mutually agreed upon and equitably allocated between the parties in accordance with their responsibility for its underlying
cause.

4. MANUFACTURE AND SALE OF PRODUCTS. Upon the completion and agreement of a Product Information Document, Vendor agrees that it will
manufacture and sell to Blue Coat the Product(s) in accordance with the associated Product Specifications and other terms set forth in this Agreement and the associated Product Information Document. Affiliates will also be able to purchase Products
pursuant to the terms of this Agreement. Vendor shall be entitled to modify the payment terms of an Affiliate if such Affiliate is deemed to be a “Credit Concerning Entity”. A “Credit Concerning Entity” is defined as a company
that does not meet all of the Credit Criteria set forth in Exhibit D. If the Affiliate is deemed to be a Credit Concerning Entity and Mitac elects to modify the payment terms, then Mitac shall provide the Affiliate with ten (10) business days
written notice prior to the effective date of such modification. As soon as the Affiliate is no longer a Credit Concerning Entity, the payment terms shall revert back to thirty (30) days following invoice date.

STYLE="margin-top:0px;margin-bottom:0px"> 


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Design & Manufacturing Services Agreement

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EXCERPTS ON THIS PAGE:

10-K (3 sections)
Jun 30, 2008
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