1. FORMATION OF CONTRACT AND MODIFICATIONS.

As used in this document, “ORDERING COMPANY” shall, in the case of a printed form, refer to the specific subsidiary of LSI Corporation1 ("LSI") which name appears on the front cover of the document, or, in the case of an on-line order issuance through LSI’s electronic ordering systems, refer to the specific subsidiary of LSI Corporation which name appears on the first page of the document attaching the terms and conditions set out herein. “Supplier” shall be the party to which this document is addressed, for the purpose of supplying goods and/or services to the ORDERING COMPANY.

This Purchase Order (“PO”) is ORDERING COMPANY’s offer to Supplier to purchase the goods or services at prices listed on the face of this PO (“Material”). Acceptance by Supplier is expressly limited to the terms of this offer. Supplier may accept ORDERING COMPANY’s offer by commencement of performance hereunder or by timely written acknowledgement of this Order. However, if Supplier's acceptance is by commencement of performance such act shall constitute an acceptance by Supplier to the terms and conditions contained herein; provided, however, that ORDERING COMPANY reserves the right to treat its offer as having lapsed before acceptance unless LSI is notified of such acceptance within a reasonable time.

All terms on Supplier’s order acknowledgment, invoice, or other documents issued by Supplier shall be null and void and are hereby objected to and rejected by ORDERING COMPANY. This PO, including any documents incorporated herein by express reference, is intended to be a complete integration and there are no prior or contemporaneous agreements or understandings pertaining to the subject matter of this Order. 
Upon Supplier's acceptance, ORDERING COMPANY shall only be bound by this PO and this PO shall be the complete and exclusive statement of the terms and conditions between the parties and shall not be modified or interpreted by reference to any prior course of dealing, usage of trade, or course of performance. No modification of this PO shall be effective or become binding upon ORDERING COMPANY unless such modification is signed by an authorized ORDERING COMPANY Purchasing Representative.
 
2. PRICE AND DELIVERY.

Supplier shall strictly adhere to the delivery and completion schedules specified in this PO and agrees that TIME IS OF THE ESSENCE in the delivery of all goods hereunder. Supplier must deliver the exact quantity specified and ORDERING COMPANY reserves the right to reject incomplete deliveries and return excess quantities at Supplier’s sole risk and expense. Supplier shall deliver all Material free from all claims, liens, and charges whatsoever within the respective interval(s) shown on the face hereof. Adequate protective packing shall be furnished at no additional charge. Shipping and routing instructions may be furnished or altered by ORDERING COMPANY without a writing. If Supplier does not comply with the terms of this section, Supplier authorizes ORDERING COMPANY to deduct from any invoice of Supplier (or to charge back to Supplier), any increased costs incurred by ORDERING COMPANY as a result of Supplier's noncompliance.

If, at any time, Supplier believes it may not be able to comply with the required delivery or completion schedules, Supplier shall immediately notify the ORDERING COMPANY Purchasing Representative, in writing, and shall continue to notify ORDERING COMPANY of any significant change in delivery status. ORDERING COMPANY may, in addition to all other remedies, require Supplier, at Supplier's expense, to ship goods via airfreight or other expedited routing to avoid or minimize delay. ORDERING COMPANY may return, or store at Supplier's expense, any goods delivered more than ten (10) days in advance of the delivery date specified for such goods. If prices and/or delivery dates are not stated, Supplier shall offer its lowest prices and best delivery dates, both of which shall be subject to written acceptance by ORDERING COMPANY.

To the extent permissible by law, in case of delay in the delivery date(s), notwithstanding the foregoing or any other provision of this PO, Supplier shall pay to ORDERING COMPANY, or ORDERING COMPANY shall be entitled to retain or deduct from any amount due to Supplier, one percent (1%) for each seven (7) days of delay or portion thereof, up to a maximum of five percent (5%) of the total value of the PO. This right to liquidated damages shall not require previous notice by Company and shall not prevent Company from relying on any other right or remedy available to it, whether under this PO, at law or at equity.

In the event Supplier shall fail to deliver Material within the interval(s) provided on the face hereof, then in addition to all other rights and remedies at law or equity or otherwise available to ORDERING COMPANY and without any liability or obligation of ORDERING COMPANY,, ORDERING COMPANY shall have the right to cancel this Order and buy elsewhere the Material which Supplier has so failed to deliver in a timely fashion.

Unless otherwise agreed and specifically set out by ORDERING COMPANY on the face of this PO, Supplier shall: (1) deliver the Material Delivered Duty Unpaid (DDU) to the destination designated by ORDERING COMPANY according to INCOTERMS 2010 which shall apply to this PO by reference herein.

3. PRICE WARRANTY.

Supplier warrants that the price of Material furnished to ORDERING COMPANY under this PO does not exceed the price charged by Supplier to any other Customer purchasing the same goods and services in like or smaller quantities and under similar conditions of purchase. If Supplier should sell to any customer Material sold to ORDERING COMPANY at a lower price lower than that in effect hereunder, ORDERING COMPANY shall pay the lower price on all deliveries of Material which are made during the period when such lower price is in effect.

4. PACKING AND SHIPPING.

Supplier shall not charge for packaging or storage. All goods shall be packaged, marked, and otherwise prepared in accordance with good commercial practices to obtain lowest shipping rates and in a manner adequate to insure safe arrival of the goods to the named destination. Supplier shall mark on containers handling and loading instructions, shipping information, order number, item and account number, shipment date and names and addresses of Supplier and ORDERING COMPANY. An itemized packing list shall accompany each shipment.

5. TITLE AND RISK OF LOSS.

Unless the terms of this PO specifically provide for earlier passage of title, title to goods covered by this PO shall pass to ORDERING COMPANY only upon the earlier of (1) payment of Material by ORDERING COMPANY, or (2) delivery of Material to ORDERING COMPANY per this PO. Risk of loss of or damage to goods covered by this PO shall remain with the Supplier until, and shall pass to ORDERING COMPANY upon acceptance by ORDERING COMPANY (if there be one) or delivery of possession of goods to ORDERING COMPANY at the destination specified in this Order and in accordance with the INCOTERM delivery term per this PO, whichever is later. Notwithstanding the above, the risk of loss or damage to goods, which so fail to conform to this Order as to give a right of rejection, shall remain with Supplier until cure or acceptance, at which time the above shall again apply.

6. INVOICING, TAXES, AND PAYMENT.

For each shipment of goods or completion of services, Supplier shall submit an original invoice marked "Original" and one copy marked "Copy" to ORDERING COMPANY’s Accounts Payable Department at the address specified on the face of this PO. ORDERING COMPANY may return Supplier's invoices for correction or offset due to shortages, late deliveries, rejections or other failure to comply with the requirements of this Order, before it pays such invoice. Supplier shall pay and has included in the price of this PO, any federal, state, or local sales, transportation, goods and services/value-added tax, use or other tax (except for income taxes) arising in the United States of America and/or any relevant jurisdiction required to be imposed on the goods or services ordered hereunder by reason by their manufacture, sale, or delivery. Supplier shall be responsible for, and ORDERING COMPANY may reduce the amount it pays to Supplier to take into account, any income or other taxes that ORDERING COMPANY may need to withhold or otherwise pay on Supplier’s behalf.

ORDERING COMPANY further reserves the right to deduct from any monies due or becoming due to the Supplier any monies due from the Supplier to ORDERING COMPANY in connection with the Materials supplied by the Supplier. Supplier shall: (1) render original invoice showing Agreement number, if applicable, and PO number, through routing and weight; (2) render separate invoices for each shipment within twenty-four (24) hours after shipment; and (3) mail invoices with copies of bills of lading and shipping notices to the address shown on this PO.

Invoices shall be paid on the fifteenth day of the second month from the date of the correct invoices and supporting documents following the date goods are received or services are completed to ORDERING COMPANY’s satisfaction and upon acceptance (if there be one).

Payment by ORDERING COMPANY will be deemed to have been made when deposited in the mail or when it activates a wire transfer on Supplier's behalf.

7. INSPECTION BY SUPPLIER AND ORDERING COMPANY ACCEPTANCE.

Supplier shall carefully inspect and test the Materials prior to delivery to ensure that the Materials comply with the requirements of the PO and Supplier shall, if so requested by ORDERING COMPANY, give ORDERING COMPANY reasonable notice of any such tests and ORDERING COMPANY shall be entitled to be represented at such testing. ORDERING COMPANY reserves the right to call for certificates of origin or test certificates any part of the Materials at any stage of manufacture/assembly. Such certificates must clearly state the ORDERING COMPANY's order numbers and any items/equipment numbers. If as a result of any inspection or test ORDERING COMPANY finds that the Materials do not comply with the PO or are unlikely on completion of manufacture/processing/performance so to comply ORDERING COMPANY may inform the Supplier and the Supplier shall take such steps as are necessary to ensure such compliance. These rights of ORDERING COMPANY are without prejudice to all other of its rights.

In addition to the foregoing, all goods may be inspected and tested by ORDERING COMPANY, its customers, and contractors at all reasonable times and places. If such inspection or testing is made on Supplier's premises, Supplier shall provide, without additional charge, all reasonable facilities and assistance for such inspections and tests. All inspection records relating to the goods shall be available to ORDERING COMPANY during the performance of this Order, and for such longer periods as specified by ORDERING COMPANY. ORDERING COMPANY may also subject all goods to final inspection, test and acceptance at the destination and shall accept or give notice of rejection of goods within a reasonable time after receipt of such goods. If rejection of a shipment would result from ORDERING COMPANY’s normal inspection level, ORDERING COMPANY may, at its option, conduct an above-normal level of inspection, up to 100% inspection, and charge the Supplier the reasonable costs thereof. No acceptance or inspection of goods by ORDERING COMPANY prior to acceptance shall release Supplier of its responsibility for any nonconformity, latent defects, fraud, mistakes, or warranty obligations. If the goods are defective or otherwise not in conformity with the requirements of this Order, ORDERING COMPANY may, by written notice to Supplier: (1) rescind this Order as to such goods; (2) accept such goods at an equitable reduction in price; (3) reject such goods and require the delivery of replacements; (4) replace or correct such goods and charge the Supplier the costs thereof; (5) terminate this Order for default; and 6) seek any other remedies in law or equity. Any nonconforming tender of goods shall be deemed to substantially impair the value of this PO as a whole to ORDERING COMPANY. 

8. WARRANTIES.

Supplier warrants to ORDERING COMPANY and its customers that all goods and services furnished hereunder will conform to the requirements of this PO (including all descriptions, specifications and drawings made a part of this Order) and that such goods will be new, merchantable, of satisfactory quality, fit for their intended purposes, free from all defects in materials and workmanship, free from any charge or encumbrance of any nature, and will conform to and perform in accordance with the specifications, drawings and samples. Supplier further warrants that all services shall be supplied in full accordance with the terms of this PO and shall be executed in a proper and skillfull manner by properly qualified and experienced persons. To the extent not manufactured pursuant to detailed designs furnished by ORDERING COMPANY, Supplier further warrants that all goods and services furnished hereunder shall be free from defects in design. Neither ORDERING COMPANY’s approval of Supplier's designs or specifications nor ORDERING COMPANY’s acceptance of goods or services furnished by Supplier shall relieve Supplier of its obligations under this warranty. In addition to its other remedies, ORDERING COMPANY may, at Supplier's expense, require prompt correction or replacement of any goods and services failing to meet Supplier's warranty herein. Goods and services corrected or replaced by Supplier shall be subject to all of the provisions of this Purchase Order in the manner and to the same extent as goods and services originally furnished hereunder. ORDERING COMPANY’s warranty rights hereunder are in addition to, but shall not be limited by any standard warranties offered by Supplier. These warranties extend to the future performance of the Material and shall continue for the longer of (1) the warranty period applicable to ORDERING COMPANY’s sales to its customers of the Material or of products which incorporate the Material, (2) one year after the Material is accepted by ORDERING COMPANY or (3) such greater period as may be specified elsewhere in this PO. Supplier also warrants to ORDERING COMPANY and its customers that services will be performed in a first class, workmanlike manner. If Material furnished contains manufacturers' warranties, Supplier hereby assigns such warranties to ORDERING COMPANY and its customers. All warranties shall survive inspection, acceptance and payment. Material or services not meeting the warranties will be, at ORDERING COMPANY's sole option, returned for or subject to refund, repaired, replaced or reperformed by Supplier at no cost to ORDERING COMPANY or its customers and with transportation costs and risk of loss and damage in transit borne by Supplier. Repaired and replacement Material shall be warranted as set forth above in this Section.

9. PARTS OR EQUIPMENT SUPPLIED BY ORDERING COMPANY.

Supplier shall keep all property furnished by ORDERING COMPANY segregated and clearly marked, including but not limited to all tools, special dies, moulds, patterns, jigs and other equipment and materials, and Supplier will maintain a complete inventory thereof. Such property will only be used by Supplier for the purposes of fulfilling Supplier’s obligations under this PO. Supplier assumes all risk of loss, destruction or damage to such property while in Supplier's custody or control, and agrees to immediately notify ORDERING COMPANY of any such loss, destruction or damage. Upon termination or completion of this PO, Supplier will deliver such property as directed by ORDERING COMPANY, in good condition subject to ordinary wear and tear plus normal manufacturing losses as determined by the ORDERING COMPANY Purchasing Representative.

10. CESSATION OF PRODUCTION.

If Supplier intends to permanently discontinue production or supply of any Material covered by this PO at any time within one (1) year after final delivery of Materials under this PO, Supplier shall give ORDERING COMPANY at least one hundred eighty (180) days prior written notice of such discontinuance, during which time Supplier shall accept orders from ORDERING COMPANY for a reasonable quantity of such goods. Additionally, ORDERING COMPANY may place Orders for such Material at the prices set forth in this PO during this 180 day period and Supplier shall fill such POs even if such one year period extends beyond the term of this Order. Delivery schedules for such orders of the Material that may extend beyond the one-year period shall be negotiated by the parties at time of Order placement.

11. PRODUCT CHANGE NOTIFICATION.

Supplier shall issue a Product or Process Change Notifications (PCNs) to ORDERING COMPANY at least 120 days prior to a planned major change to basic design or manufacturing process which may affect the function, performance, quality, reliability, interoperability or interchangeability of products manufactured by the Supplier. This notification shall be issued immediately when an unplanned change is made to correct a quality or reliability problem. The PCN shall follow the guidelines of JEDEC Standard No. JESD46-B (www.JEDEC.org) unless superseded by specific requirements defined by ORDERING COMPANY in writing to Supplier.

12. SOFTWARE LICENSE GRANT.

ORDERING COMPANY, its subsidiaries or affiliates shall have a worldwide, non-exclusive, royalty-free, perpetual, transferable license to use, reproduce, distribute, create derivative works of, and sublicense all software furnished to ORDERING COMPANY by Supplier under this PO.

If the delivery destination specified by ORDERING COMPANY is a U.S.A. location, then Supplier shall ONLY deliver by electronic transmittal all the software, including software licenses, new releases and versions, documentation, even those relating to software installations, modifications, maintenance service, as well as all other related services encompassed by this PO. If Supplier sends tangible personal property to any employee of ORDERING COMPANY, its subsidiaries or affiliates, without first receiving an explicit written instruction to do so from ORDERING COMPANY’s authorized procurement representative, Supplier shall be wholly and individually liable for ALL possible U.S. state and local sales & use tax audit assessments, plus applicable interests and penalties, incurred by the ORDERING COMPANY or its subsidiaries and affiliates.

13. PROPRIETARY AND CONFIDENTIAL INFORMATION.

All information obtained by Supplier from ORDERING COMPANY or learned by Supplier from ORDERING COMPANY or any information learned about ORDERING COMPANY, its subsidiaries or affiliates, through any other means, including any ideas, data, programs, technical, business or other intangible information, however conveyed, and any document, print, tape, disc, tool, or other tangible information-conveying or performance-aiding article owned or controlled by ORDERING COMPANY, its subsidiaries or affiliates in connection with this PO (“Information”) or relating in any way to ORDERING COMPANY’s business shall be received in confidence and remain the property of ORDERING COMPANY, its subsidiaries or affiliates, and shall be used and disclosed by Supplier only to the extent necessary for the performance of this PO.

Supplier shall, at no charge to ORDERING COMPANY, and as ORDERING COMPANY directs, destroy or surrender to ORDERING COMPANY promptly at its request any such article or any copy of such Information. Supplier shall keep Information confidential and use it only in performing under this PO and obligate its employees, subcontractors and others working for it to do so, provided that the foregoing shall not apply to information previously known to Supplier free of obligation, or made public through no fault imputable to Supplier.

14. CHANGES.

ORDERING COMPANY may, at any time, make changes within the general scope of this PO which affect the:
1) drawings, designs or specifications;
2) method of shipment or packing;
3) place of inspection, delivery or acceptance;
4) quantities and delivery schedules;
5) description of time or place of performance of services; or
6) other similar terms and conditions.

If any such change causes an increase or decrease in the cost of or the time required for performance of this PO, an equitable adjustment shall be made in the price or delivery schedule or both and this PO shall be modified in writing accordingly. Any claim for adjustment under this Section may, at ORDERING COMPANY s option, be deemed to be absolutely and unconditionally waived unless asserted in writing (including the amount of the claim) and delivered to ORDERING COMPANY within thirty (30) days from the date of receipt by Supplier of the change order. Pending any such adjustment, Supplier will diligently proceed with the PO as modified. ORDERING COMPANY’s engineering and technical personnel are not authorized to change the goods or services ordered or any other provision of this Order. No change order will be binding on ORDERING COMPANY unless issued by an authorized ORDERING COMPANY Purchasing Representative.

15. TERMINATION FOR DEFAULT.

ORDERING COMPANY may terminate all or any part of this PO if Supplier fails to perform any of its obligations hereunder or so fails to make progress as to endanger its performance in accordance with its terms. Upon notice of such termination, ORDERING COMPANY may require Supplier to transfer title and deliver to ORDERING COMPANY any completed or partially completed Materials as Supplier has produced or acquired for the performance of this PO. Supplier shall remain liable for all damages incurred by ORDERING COMPANY as a result of Supplier's breach and will reimburse ORDERING COMPANY for all such damages. In addition, ORDERING COMPANY may offset any such damages from any amounts of money due Supplier by ORDERING COMPANY, whether or not such amounts arise out of this PO. If, after notice of termination for default, it is determined that the failure to perform is not a breach of this PO, then any notice of default shall be deemed to have been issued pursuant to this section.

16. TERMINATION FOR CONVENIENCE.

At any time, ORDERING COMPANY may terminate this PO in whole or in part for its convenience. In this instance, the parties will negotiate an equitable settlement amount, which shall in no event exceed the price of the goods, which are the subject of such termination. Supplier must submit a written termination claim to ORDERING COMPANY within ninety (90) days after the effective date of termination, or such claim shall be absolutely and unconditionally waived.

17. PATENT, COPYRIGHT AND TRADEMARK INDEMNIFICATION.

Supplier shall defend and hold harmless ORDERING COMPANY, its subsidiaries or affiliates, its customers, and end-users from all loss or damage arising out of any and all claims, actions or proceedings charging infringement or wrongful use of any patent, trademark, trade secret, mask work, or copyright by reason of sale or use of any goods, software or data furnished hereunder, unless such claims, actions or proceedings are based solely on goods or specifications supplied by ORDERING COMPANY to Supplier. If the use or sale of any goods, with respect to which Supplier indemnifies ORDERING COMPANY is enjoined as a result of such action or proceeding, Supplier, at no expense to ORDERING COMPANY shall obtain for ORDERING COMPANY, its customers and end-users, the right to use and sell such goods or shall substitute an equivalent item acceptable to ORDERING COMPANY and extend this same written indemnification with respect to such equivalent item. If Supplier cannot secure such right of use for ORDERING COMPANY, its end-users and customers, or secure an equivalent item as a substitute, Supplier will indemnify ORDERING COMPANY, its customers and end-users for any and all losses or damages sustained by reason of such injunction. ORDERING COMPANY shall have the right, at no additional charge, to use and/or reproduce Supplier's applicable literature, such as operating and maintenance manuals, technical publications, prints, drawings, training manuals, and other similar supporting documentation and sales literature. Supplier shall advise ORDERING COMPANY of any updated information relative to the foregoing literature and documentation with timely notifications in writing.

18. INDEMNITY.

Supplier agrees to indemnify, defend and hold harmless ORDERING COMPANY, its subsidiaries, affiliates, customers, employees, directors, officers, successors and assigns (all referred to as “ORDERING COMPANY”) from and against any losses, damages, claims, fines, penalties and expenses (including reasonable attorney's fees and costs) that arise out of or result from: (1) injuries or death to persons or damage to property, including theft, in any way arising out of or caused or alleged to have been caused by the work or services performed by, or Material provided by Supplier or persons furnished by Supplier, except to the extent caused by the willful misconduct of ORDERING COMPANY (2) assertions under Workers' Compensation or similar acts made by persons furnished by Supplier; or (3) any failure of Supplier to perform its obligations under this PO.

19. LIMITATION OF LIABILITY.

ORDERING COMPANY’S maximum liability for breach or termination of this PO shall be the least of (1) the cost of existing inventory of goods to be furnished hereunder that have passed final acceptance test and are awaiting delivery, but no more than required to fulfill the next delivery schedule following the date of termination (but not to exceed thirty (30) days), plus the existing inventory of materials in varying stages of completion with some degree of labor applied and/or individual piece part and/or raw material in stage of completion no more than necessary to meet delivery schedules, required to fulfill the next delivery schedule following the date of termination (but not to exceed an additional thirty (30) days of deliveries), except that there shall be no liability for inventories in either category which is readily usable or re-saleable; or (2) the total price of the Products that are the subject of the termination, The above remedies shall be Supplier’s exclusive remedy for ORDERING COMPANY’s breach or termination.

ORDERING COMPANY, ITS SUBSIDIARIES AND AFFILIATES shall in no event be liable to Supplier or any third party for any special, reliance, incidental or consequential losses or damages whether in an action for or arising out of alleged breach of contract, delay, negligence, strict liability or otherwise, even if ORDERING COMPANY, ITS SUBSIDIARIES AND AFFILIATES, or any of them, has been advised of the possibility of such damages. No action or proceeding against ORDERING COMPANY, ITS SUBSIDIARIES AND AFFILIATES, or any of them, may be commenced more than one year after the alleged cause of action has accrued.

20. INSURANCE.

Supplier shall maintain and cause Supplier’s subcontractors to maintain: (1) Workers' Compensation insurance as prescribed by the law of the state or nation in which the work is performed; (2) employer's liability insurance with limits of at least $500,000 for each occurrence; (3) automobile liability insurance if the use of motor vehicles is required, with limits of at least $2,500,000 combined single limit for bodily injury and property damage per occurrence; (4) Commercial General Liability (“CGL”) insurance, ISO 1988 or later occurrence form of insurance, including Blanket Contractual Liability and Broad Form Property Damage, with limits of at least $2,500,000 combined single limit for bodily injury and property damage per occurrence; and (5) if the furnishing to ORDERING COMPANY (by sale or otherwise) of Material or construction services is involved, CGL insurance endorsed to include products liability and completed operations coverage in the amount of $5,000,000 per occurrence. All CGL and automobile liability insurance shall designate ORDERING COMPANY Corporation, as more fully described and designated on the PO, its subsidiaries, affiliates, directors, officers and employees (all referred to as “Company”) as additional insured. All such insurance must be primary and non-contributory and required to respond and pay prior to any other insurance or self-insurance available. Any other coverage available to Company shall apply on an excess basis. Supplier agrees that Supplier, Supplier’s insurer(s) and anyone claiming by, through, under or in Supplier's behalf shall have no claim, right of action or right of subrogation against Company and its customers based on any loss or liability insured against under the foregoing insurance.

Supplier and Supplier’s subcontractors shall furnish prior to the start of work certificates of insurance evidencing the foregoing insurance, including, if specifically requested by Company, endorsements and policies. Company shall be notified in writing at least thirty (30) days prior to cancellation of or any material change in the policy. Insurance companies providing coverage under this Order must be rated by A-M Best with at least an A- rating. In the event any such insurance policy as described in this section is allowed to lapse by Supplier or by Supplier’s subcontractors, ORDERING COMPANY reserves the right to obtain such insurance as is necessary to cover or replace such lapsed policy or policies and Supplier agrees that Supplier shall reimburse and repay ORDERING COMPANY for all such costs and/or premiums paid for by ORDERING COMPANY.

21. EH&S REQUIREMENTS/ELECTROSTATIC DISCHARGE REQUIREMENTS.

Supplier shall comply with ORDERING COMPANY’s Environmental, Health and Safety (EH&S) and Social Responsibility requirements, which are set forth at http://www.lsi.com/company/corporate-responsibility/pages/resources.aspx. ORDERING COMPANY shall provide these requirements to Supplier in electronic format upon Supplier’s request.

Supplier and all persons furnished by Supplier shall comply at their own expense with all applicable Social Responsibility requirements including EH&S laws, ordinances, regulations and codes, including the identification and procurement of required permits, certificates, declarations, licenses, insurance, records, approvals and inspections in performance under this Agreement. Hazardous supplies must be marked by Supplier with international symbol(s) and display the name of the material in English. Supplier shall observe all requirements applicable in the country or state where ORDERING COMPANY is located, relating to the packing, labeling and carriage of hazardous supplies.

In order to reduce equipment lockups and damage to ORDERING COMPANY’s products and materials due to ESD and EMI events, the following applies. All items and equipment on this PO that are used in the processing, storage, or handling of wafers, reticles, masks, integrated circuits, optoelectronics, circuit boards, or other ESD sensitive items must meet the requirements of SEMI Std E78 and E43 with allowable surface resistivity and resistance-to-ground limits of 1 x 10E5 to 1 x 10E9 at 12 +/-3%RH as well as tribocharging and exit voltages of no more than 100 volts at 12 +/-3%RH for any portions of the equipment that come in direct contact or within 3” of any static sensitive item. In addition, all portions of the equipment must be grounded and maintained at the same potential of <1 ohm (<1Mohm w/added series resistance). This specification also applies to items with electronic circuitry that can be damaged by an ESD event (i.e, computer or equipment lockup).

22. APPLICABLE LAW.

The parties are familiar with New York commercial law, have been guided by New York commercial law in their negotiation of this matter, and desire to avoid uncertainty and disputes concerning the law that will govern this PO. The parties expressly intend and agree that the construction, interpretation, and performance of this PO and all transactions under it shall be governed by the laws of the State of New York, excluding its choice of law rules and excluding the Convention for the International Sale of Goods. Any dispute arising under or in connection with this Agreement or related to any matter which is the subject of this Agreement shall be subject to the exclusive jurisdiction of the state and/or federal courts located in New York, New York.

Supplier agrees that service upon Supplier in such action or proceeding may be made by first class mail, certified or registered, to Supplier's address last appearing on ORDERING COMPANY’s records.  

23. RIGHTS AND REMEDIES.

The rights and remedies of ORDERING COMPANY herein are cumulative and are in addition to any other rights or remedies that ORDERING COMPANY may have at law or in equity.

24. SUBCONTRACTING AND ASSIGNMENT.

Supplier shall not subcontract, without ORDERING COMPANY ’s prior written consent, the design, development or procurement of the whole or any substantial portion of any goods or services ordered hereunder. This limitation shall not apply to Supplier's purchases of standard commercial supplies or raw materials. Supplier may not assign this PO or any interest or right herein without the prior written consent of ORDERING COMPANY. Any such purported assignment shall be null and void and considered a material breach of this agreement.

25. GOVERNMENT CONTRACTS.

If this PO is issued for any purpose which is either directly or indirectly connected with the performance of a prime contract with the Government or a subcontract there under, each of the herein below named clauses, as set forth in the Federal Acquisition Regulation in effect on the date of this PO, is incorporated herein by reference, if such clause (or any earlier edition thereof) is in said prime contract or subcontract, the clauses so incorporated herein applying to Supplier as though Supplier were a prime contractor and in such a manner as will enable Buyer to meet its obligations arising out of the Government prime or subcontract: 52.202-1, Definitions: 52.203-1, Officials Not to Benefit: 52.203-5, Covenant Against Contingent Fees: 52.208-7002, Required Sources for High-Purity Silicon; 52.210-5, New Material; 52.212-8, Priorities, Allocations, and Allotments; 52.212-9, Variation in Quantity; 52.212-13, Stop- Work Order; 52.212-15, Government Delay of Work; 52.214-24, Multiple Technical Proposals; 52.214-7000, Discounts; 52.215-1, Examination of Records By Comptroller General; 52.215-22, Price Reduction for Defective Cost or Pricing Data; 52215.23, Price Reduction for Defective Cost or Pricing-Modifications; 52.215-25, Subcontractor Cost or Pricing Data-Modifications; 52.219-8, Utilization of Small Business Concerns and Small Disadvantaged Business Concerns; 52.219-9, Small Business and Small Disadvantaged Business Subcontracting Plan; 52.219-13, Utilization of Women-Owned Small Businesses; 52.220-3, Utilization of Labor Surplus Area Concerns; 52.220- 4, Labor Surplus Area Subcontracting Program; 52.222-1, Notice to the Government of Labor Dispute; 52.222-4, Contract Work Hours and Safety Standards Act-Overtime Compensation- General; 52.222-20, Walsh-Healy Public Contracts Act; 52.222-26, Equal Opportunity; 52.222-35, Affirmative Action for Special Disabled and Vietnam Era Veterans; 52.222-36, Affirmative Action for Handicapped Workers; 52.223-2, Clean Air and Water; 52.223-3, Hazardous Material Identification and Material Safety Data; 52.223-7000, Notice of Radioactive Materials; 52.225-3, Buy American Act-Supplies; 52.225-7, Balance of Payments Program; 52.225-9, Buy American Act-Trade Agreements Act-Balance of Payments Program; 52.225-10, Duty-Free Entry; 52.225- 11, Certain Communist Areas; 52.227-1, Authorizations and Consent; 52.227-2, Notice and Assistance Regarding Patent & Copyright Infringement; 52.227-3, Patent Indemnity; 52.227- 7013, Rights in Technical Data and Computer Software Alternate I; 52.227-7034, Patents- Subcontract; 52.227-8, Reporting of Royalties; 52.227-9, Refund of Royalties; 52.227-10, Filing of Patent Applications-Classified Subject Matter; 52.229-3, Federal, State and Local Taxes; 52.232- 8, Discounts for Prompt Payments; 52.232-11, Extras; 52.232-17, Interest; 52.232-23, Assignments of Claims; 52.233-1, Disputes; 52.243-1, Changes; 52.244-5 Competition in Subcontracting; 52.246-1, Responsibility for Inspection; 52.246-2, Inspection of Supplies Fixed Price; 52.246-16, Title & Risk of Loss; 52.249-1 or 52.249-2 (as appropriate), Termination for Convenience of the Government; 52.249-8, Default. Where any references above contain alternative clauses, the alternative shall apply which is required and most consistent with this PO.

26. GENERAL.

26.1 Compliance with Laws: Supplier shall fully comply with, and shall procure its employees, representatives and subcontractors to fully comply with, any laws, regulations, rules and orders or any government or governmental agency that may apply to this PO and the matters contemplated hereunder, including but not limited to any anti-corruption or anti-bribery laws. Without LSI’s prior written consent, Supplier shall not, and shall not procure that its employees, representatives and subcontractors will not, make any improper direct or indirect (e.g. through a third-party agency) provision, payment of money or other valuable articles or provide any advantage or any promise of any of the foregoing to any person or corporate entity including without limitation to any governmental officials, employees of state-owned enterprises or enterprises in which government or government-related agency owns any stake, for the purpose of performance of this PO.

26.2 Right of Audit. During the term of performance of this PO and for a period of six (6) years following termination, Supplier shall maintain accurate, detailed and complete records of the transactions relating to this PO (including without limitation all services and expenditures for which Supplier seeks reimbursement from ORDERING COMPANY. Upon reasonable advance notice during the term of this PO or at any time following its earlier termination, LSI, and any third parties retained by LSI, shall have the right during normal business hours to audit Supplier’s records: (i) in connection with any (A) services performed by Supplier under this PO, (B) invoices or requests for expense reimbursement submitted to ORDERING COMPANY by Supplier, (C) payments by ORDERING COMPANY pursuant to this PO and (D) payments made to or benefits conferred by Supplier on third parties in the course of Supplier’s performance of services under this PO; and/or (ii) to review Supplier’s compliance with (A) the terms of the PO, (B) LSI’s policies and (C) any laws, regulations, rules and orders of any government or governmental agency that may apply to this PO and/or the services performed hereunder, including, without limitation, applicable anti-corruption laws.

26.3 Waiver. No failure or delay by either party in the exercise of any right or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of such right or privilege preclude other or further exercise thereof or of any other right or privilege.

26.4 Notice. Any notice or claim provided for herein shall be in writing and shall be given (i) by personal delivery, effective upon delivery, (ii) by first class mail, postage prepaid, addressed to the address stated herein for the recipient, effective five (5) business days after proper deposit in the mail, or (iii) by facsimile directed to the facsimile number first indicated above for the recipient, but only if accompanied by mailing of a copy in accordance with (ii) above, effective as of the date of facsimile transmission. Severability If any provision of this Agreement is held to be ineffective, unenforceable or illegal for any reason, such decision shall not effect the validity or enforcement of any remaining portions thereof.

26.5. Publicity. Supplier shall not issue any news release, public announcement, advertisement, denial or confirmation of all or any part of the subject matter of this PO without the prior written approval of ORDERING COMPANY.

26.6. Survival of Obligations. The obligations of the parties under this PO, which by their nature would continue beyond the termination, cancellation or expiration of this PO, shall survive termination, cancellation or expiration of this PO.

26.7. Relationship of the Parties. The relationship of the parties hereto is that of independent contractors. Neither party, nor its agents or employees shall be deemed to be the agent, employee, joint venture, partner or fiduciary of the other party. Neither party shall have the right to bind the other party, transact any business in the other party's name or on its behalf or incur any liability for or on behalf of the other party.

26.8 Exclusion of Rights of Enforcement by Third Parties. Apart from ORDERING COMPANY and Supplier, no party shall have the right to enforce in any court of law, any provision under this PO. All and any law, statute or otherwise, attempting to confer any party other than ORDERING COMPANY and Supplier any such right to directly enforce any provision under this PO, is hereby expressly excluded.

26.9 Force Majeure. ORDERING COMPANY shall not be responsible for any delay or failure to perform hereunder due to any cause beyond ORDERING COMPANY’S reasonable control, including without limitation, acts of God, war, declared acts of terrorism, civil commotion, riot, sabotage, embargoes, shortage of materials, governmental laws, labor strife, lockouts, strikes, accidents, machinery malfunctions of fire, whether or not such cause or event was foreseen at the time this PO was executed. In the event of any such contingency which exceeds thirty (30) days, either party shall have the right to cancel the relevant portion of this PO in accordance with the terms of this agreement by a facsimile notice to the other party.

27. EXPORT CONTROL.

The parties acknowledge that any products, software, and technical information (including, but not limited to, services and training) provided hereunder are subject to export laws and regulations of the United States and other countries, as applicable, and any use or transfer of such products, software, and technical information must be authorized under those laws and regulations. The parties agree that they will not use, distribute, transfer, or transmit the products, software, or technical information (even if incorporated into other products) except in compliance with all applicable export regulations. If requested by Supplier, ORDERING COMPANY also agrees to sign written assurances and other export-related documents as may be required for Supplier to comply with U.S.A. export regulations.

28. CUSTOMS TRADE PARTNERSHIP AGAINST TERRORISM (C-TPAT).

Supplier shall provide ORDERING COMPANY with a copy of its C-TPAT CERTIFICATE OR SVI NUMBER. NON C-TPAT VENDORS must complete the NON C-TPAT QUESTIONNAIRE.
Supplier shall have a minimum security criteria and best practices to help secure LSI Corporation’s and ORDERING COMPANY’S supply chain from terrorist activity. The criteria are based on a set of recommendations developed as a result of the Customs-Trade Partnership Against Terrorism (C-TPAT) initiative with US importers.
This requirement shall not apply to purchase of goods which do not require transnational or cross-border delivery.


1 LSI Corporation d/b/a LSI Logic Corporation in PA and TX and LSI Corporation, a Delaware Corporation, in OR. 

 

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