1.35 “Tooling” shall mean the tooling, equipment or other materials used in %PDF-1.4 %���� Vendor shall immediately notify Blue Coat in writing upon becoming aware that any part of a shipment of Products will not be, and importing Products, each party agrees (a) to comply with all export and import laws, rules, policies, procedures, restrictions and regulations of the Department of Commerce or other United States or foreign agency or authority, and Indemnification of Vendor. Except as otherwise expressly provided herein, Vendor may not disclose such information. not later than thirty (30) days following the invoice date. time of the Blue Coat ECO (defined below). Freelance Web Designer Contract by Eskymo → AIGA Standard Form of Agreement for Design Services. The Final Deliverable shall be the Product to be manufactured under the Manufacturing Services Agreement. repair services and failure analysis services (collectively, “Support Services”) on each Product, including discontinued Products, during the Warranty Period. Vendor will use its best efforts to negotiate appropriate Vendor shall be entitled to modify the payment terms of an Affiliate if such Affiliate is deemed to be a “Credit Concerning Entity”. intends to work with Vendor to design, manufacture and fulfill certain products. (a) If Blue Coat suggests or initiates the cost reduction (including without limitation cost reductions resulting from Blue This Agreement may be executed in one Coat with copies of preliminary specifications, working drafts of specifications and completed portions of specifications pertaining to the Components throughout the term of this Agreement. Blue Coat acknowledges that orders placed for End Of Life Product are non-cancelable and non-returnable and cannot be rescheduled. result from or relate to a Product (items (i) and (ii) are referred to, collectively, as “Product Information”), and (iii) any patent rights, copyrights, trade secret rights, mask work rights and other rights throughout the notices, etc. Meanwhile, Vendor will return last revision of the Product, and Blue Coat mutually agreed reasonable rate for such return. used in the design and manufacture of a Product does not have a foreseeable end of life that occurs prior to the end of the projected Product’s life. Vendor’s performance. Vendor may participate in the defense of the claim, with its own counsel at its own expense. As such, Vendor shall ensure that 17.4 Tracking. The receiving party shall implement safeguards and procedures to 1.2 Client Content means all materials, information, photography, writings and other creative content provided by Client for use in the prepar… In A party being assigned any proprietary right under this Agreement will have the exclusive right to, and, at such party’s expense, the assigning party agrees to assist such party in every proper way (including, thirty (30) days after Blue Coat provides written notice of dispute to Vendor. 1.9 “Customer” shall mean an end user of a Product or a channel partner or service provider of Blue Coat. A “Credit Concerning Entity” is defined as a company that does not meet all of the Credit Criteria set forth in Exhibit D. If Blue Coat is deemed Vendor shall, at Blue Coat’s costs, assist with any customs/export/trade related approvals, A Component shall not be an “Excess Component” if it was purchased outside of the Component Lead Time necessary to meet the Forecast in effect at the time of purchase. Vendor acknowledges that it is aware that Blue Coat is a publicly-traded company and that its Confidential Information may constitute material non-public information under U.S. securities laws and regulations. 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 Vendor shall, at Vendor’s cost, provide technical assistance, functionally equivalent replacement Products, 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. CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE, OR ANY OTHER LEGAL OR EQUITABLE CLAIM OR THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. pursuant to the terms of this Agreement. 0000001475 00000 n If Vendor has any reason to believe it will not meet the required shipment date, it shall notify Blue Coat within the aforementioned period. The following basic rules are applicable: 11.2.1 A All trademarks, service marks, trade names or logos identifying the Products or Blue Coat (the “Marks”) are the form (the “Confidential Information”); all or any of which have been identified or marked at the time of disclosure as “proprietary” or “confidential” by the disclosing party and, if not in tangible form, reduced to The Architect is in full understanding and will comply with any state regulations in regards to the design and structure of the property listed in this architect agreement. You need to make sure you are getting paid up front. 3 0 obj DOLLARS. In a Service Agreement, the service provider agrees to provide certain services - these can be any type of services, from small, individual-oriented services like dog walking to larger, more professional services like freelance accounting - to a client. Vendor shall use diligent commercial damage to, the Blue Coat Consigned Items and Tooling (reasonable wear and tear excepted). will deliver to Blue Coat, upon request, proof of such insurance. being marked as such. efforts to mitigate Blue Coat’s liability for Excess Components, Obsolete Components Slow Moving Inventory and Special Components, including, without limitation, by canceling or rescheduling materials orders, selling materials or utilizing the 4. order(s), subject to normal lead-time requirements, shall be filled according to an allocation plan no less favorable than that provided to any other Vendor customer. The Agreement shall automatically renew for additional one (1) year terms unless and until either party provides written notice of non-renewal at least one (1) year prior to the end of 1.34 “Total Product Cost” shall mean the Component Costs plus the Transformation Costs, as specified in a Product Information any such term. transportation from Blue Coat to Vendor’s plant, and where applicable, transportation of replacement or repaired Products to Blue Coat, as well as all insurance costs associated with the returned Products and the repaired and replacement Blue Coat may, at its option, submit purchase orders requesting immediate shipment (as early (d) Confidential Information (i) for archival purposes, (ii) as necessary to perform the transitional services set forth in Section 22 and (iii) in the case of Blue Coat, as necessary for manufacturing a Product) (c) the parties Document. 19.11 No Trouble Found (“NTF”) – In-Warranty / Out of Warranty. 1.24 “Product Design Document” shall mean the document that contains the information and and will have appropriate agreements with all such employees and contractors necessary to fully effect the provisions of this Section 18.4. All right, title and interest in Vendor’s pre-existing technology and IP Rights and Confidential Information Blue Coat’s behalf) any Slow Moving Inventory, provided that Slow Moving Inventory need not be carried by Vendor in excess of one (1) year and after the one (1) year period has ended Blue Coat will either (a) pay an agreed upon Subject to Section 18.2, Blue Coat shall own all right, title and interest in and to the No other person Vendor Blue Coat may immediately terminate this Agreement with respect to the affected Product if Vendor fails to act as required in accordance with preceding subsections. exclusive property of Blue Coat. Consigned Items; (c) Marks; or (d) modifications made to the Product Design Document as instructed by Blue Coat, infringes any patent, trademark, mask work, copyright, trade secret or other intellectual property right of a third party; 0000003497 00000 n Vendor agrees that, in the event of a need to allocate performance among Vendor’s customers, Blue Coat’s COMMUNICATION. Each party agrees that, except as may be required by law, including the rules and regulations of the United States Securities and Exchange Commission, the terms and existence of this Agreement are confidential and neither party shall receiving party; (c) is generally available to the public; (d) was disclosed to the receiving party by a third party not in violation of the disclosing party’s proprietary rights or (e) independently developed by the receiving prices and shipping, are no less favorable than the terms, conditions, discounts and prices given to any third party that purchases or licenses the similar products or services from Vendor under similar terms and conditions. Vendor shall, whenever reasonably requested by Blue Coat, permit Blue Coat, or a third party acting on behalf of Blue Coat, the opportunity to inspect (at Vendor’s facility) the processes and procedures used by Vendor to perform (a) notify Blue Coat and provide all information pertaining to the fees paid for such Third Party Property and (b) assist Blue Coat in obtaining the same or more favorable terms for such Third Party Property upon request by Blue Coat.

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