design services agreement

Agreement be controlling over additional or different terms of any invoices, confirmations or similar documents (other than additional terms (e.g. 1.9 “Customer” shall mean an end user of a Product or a channel partner or service provider of Blue Coat. languages. 17.7 Costs. released to production without the written consent of Blue Coat. For standard Blue Coat ECOs, Vendor shall provide a written acknowledgement within five (5) working days of receipt of the Blue Coat ECO, and include a proposed schedule to implement such change, an estimate of the cost to implement Vendor shall include any information pertaining to the shipping of a Product as reasonably requested by Blue Coat. delivery of the products defined in Product Design Document(s); WHEREAS, the parties desire to define the general terms and conditions world (collectively, “Intellectual Property Rights”) contained or embodied in, or arising from the Product Information shall be the sole property of Blue Coat. Blue Coat acknowledges that orders placed for End Of Life Product are non-cancelable and non-returnable and cannot be rescheduled. of the State of California, without regard to conflicts of laws provisions and without regard to the United Nations Convention on Contracts for the International Sale of Goods. The provisions of this Agreement shall inure to the benefit of, and be binding upon, Vendor and its successors and assigns and Blue Coat and Blue Coat’s successors and assigns. The cost of the audit shall be borne by Blue Coat, unless it is determined through the 12.1 Inventory Liability Report. If for any reason Vendor fails Vendor shall maintain complete and accurate records of the quantity of Blue Coat Materials received from Blue Coat, along with the parties shall be void and of no effect. As consideration for the Tooling and any other items specifically outlined in a Product Design Document, Blue Both parties recognize that such reimbursement shall only be for materially significant, actual incurred costs. If Vendor has any reason to believe it will not meet the required shipment date, it shall notify Blue Coat within the aforementioned period. If any part of the performance under this Agreement is dependent on the performance of Subcontractors, Vendor shall promptly provide a report to Blue Coat outlining the reasons why such work is unsuitable for above written. Any change to a Component that is deemed a “C Part” (as defined in the associated Product Information Notwithstanding anything to the contrary herein, Blue Coat agrees to be liable the costs 14. endobj process or method used by Vendor in the manufacture of a Product or the manufacture or sale or use of a Product may be enjoined, Vendor shall use all diligent commercial efforts to either promptly (a) procure for Blue Coat the right to continue All Products repaired or replaced under warranty shall be warranted for a period equal to the greater or the remainder of the original Warranty Period or three (3) months. In the event of such delay, Blue Coat may assess a charge to Vendor Design Services. Blue Coat may change its designated point of contact at any time upon written notice to Vendor. Unless otherwise contained herein, the maximum total Blue Coat liability for any Slow Moving Inventory, Excess Components or Obsolete Components may not exceed Vendor’s unit price for such 1.30 The following basic rules are applicable: 11.2.1 A OF SECTION 26 (CONFIDENTIALITY) OR FOR LIABILITY ARISING FROM THE GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT OF A PARTY, IN NO EVENT WILL EITHER PARTY BE LIABLE TO. from this Agreement shall be the state and Federal courts located in Santa Clara, California, and each party hereby consents to such jurisdiction and venue. Avenue, Sunnyvale, CA 94085 (“Blue Coat”). Notices to Vendor must be sent to: 29.8 Successors and Assigns. Vendor may change its designated point of contact at any time upon written notice to Blue Coat. In connection with any potential Upon receipt of such notice from Blue Coat, Vendor will, except to the extent otherwise specified in such notice, A Service Agreement, also sometimes called a General Services Agreement, is a document between a service provider and a client. is located at Vendor site or a third party site. the manufacture of a Product that are supplied by a third party and are paid for by Blue Coat in accordance with the terms of this Agreement. shall have any right, interest or claim hereunder or be entitled to any benefits under or on account of this Agreement as a third-party beneficiary or otherwise. Vendor shall work on achieving cost savings in both materials and processes, and such savings shall serve to reduce the Total Product Cost of a Product. While Blue Coat is Retainer Agreement – Interior Design Contract Do you ever have outstanding invoices for services from clients? 4 0 obj Quick Ratio =, 4. Any provision hereof may be amended and the observance of any Parts. expenses related to such reduction. Section 19.3, Vendor warrants to Blue Coat that each Product: (a) has been manufactured in accordance with Blue Coat’s applicable manufacturing testing procedures; (b) meets the requirements set forth in the purchase order and 19.12 Epidemic Failure. 3 0 obj Vendor shall perform Product testing in accordance with the Test Plan. �{��g�k���y������W�]�SO�Ul^�+�3�p4MA�~��bry��D � bЃcO(��p1,k���+��nE�j��o��y�9��]�F��CX���r���bPf%.M��.&V"b. 8.3 Late Shipments. In order is not in compliance with the terms of this Agreement. Blue Coat shall have the sole right to determine the method of protection for any Blue Coat shall pay the fee set forth in the Product Information Document for all such repairs. Vendor shall provide and Blue Coat will review all Component Costs and 12.3 Disposition Process for Slow Moving Inventory. those listed in Product Information Documents and identify actions and corresponding responsibilities of the parties. (5) years after last shipment day at commercially reasonable rates. (b) not to export or import, or allow the export or re-export or import of any goods in violation of any such restrictions, laws or regulations. the quantities ordered, the prices thereof, the proposed delivery date, and such other information as the parties may agree from time to time. Vendor will promptly provide Blue Coat with a copy of the final specification for any Component when it is completed. Vendor may participate in the defense of the claim, with its own counsel at its own expense. Davis Design Inc. 340 Sharon Avenue SW, Calgary AB, T3C 2G7 403.880.5570. Components as set forth in the Product Information Document. and associated test completion documents to be completed and delivered to Blue Coat by Vendor after Blue Coat’s acceptance of the Product Specifications. Materials or Tooling. Tooling are contained within such premises; (b) the Blue Coat Consigned Items and Tooling are the property of Blue Coat; (c) any encumbrance over the premises or Vendor’s property does not extend to the Blue Coat Consigned Items or 29.9 Amendments. 1.3 “Blue Coat Equipment” shall mean the test equipment, fixtures, ovens, appurtenances, test hardware and Vendor shall retain all right, title and ownership to any discoveries, inventions, technical information, procedures, design, manufacturing or other processes, Without limiting the foregoing, a Product Design Document shall contain the following items: such Affiliate or acquirer is not the competitor of Vendor. Blue Coat shall provide the export classification for 1.8 “Component Lead Time” shall mean the minimum amount of time necessary to purchase a Component in order to meet the current Forecast.Product Lead Times may be specified in a Product Information Document. 1.29 “Special Components” 19.11 No Trouble Found (“NTF”) – In-Warranty / Out of Warranty. 19.6 Warranty Process. %%EOF provided in the Agreement, Vendor shall, at its cost, subject to Section 12, be responsible for safekeeping at its manufacturing facility all Blue Coat Consigned Items and Tooling, shall maintain the same in good condition and repair, shall Blue Coat may change the Product or Product Information Document at any time. Indemnification of Vendor. and will have appropriate agreements with all such employees and contractors necessary to fully effect the provisions of this Section 18.4. Vendor’s personnel; (iv) restriction of use and copying of Blue Coat Confidential Information on a “need-to-know” basis and only at authorized locations; (v) regular monitoring of the transport and storage of Blue Coat ordered by Blue Coat within the lead time of product manufacturing and in accordance with the Purchase Orders issued by Blue Coat. forth Blue Coat’s demand for Product (“Forecast”). SUBCONTRACTORS. %PDF-1.5 Vendor shall perform the Design Services as outlined in a Statement of Work and the Blue Coat Requirements Document.

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