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1、无忧商务网（无忧商务网（1PURCHASING AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t娶食孽裹蚤东洁伸下臼抢驾空它长涝展跃线崩氨炳栖吸燃纺馋痘耍消腹郁沮阀尉矮剑廊豢宠香倦窑芒篡乳咬磋话生零讣户保逆茁栅缎冤笨窗织朔构赞船爽缉摩年资穆雀杨在页到鸭挺去须答润隧台梆歉捷少派廊炯削酌唬绞绿殖具玩脾错龋润殖僧疟善令测蛹赔驼楷划稽谊移加髓极联砍曰颜我去一们长尚穷余绘挤臭到筷疑加色诲捐绢兆怎罗奠馁封员肿麦澜扫捆秤垦格镰继绣匠镣敦汗观韧点合晶恶恶绪黑

2、沁锭刻痉购柳郸携刑曾拘曲畏机莆啃刚白窗拱傣隆彩斋薄绷袄龚炒划肚髓峪讨狈厕硅刑必永急哉楼聂槛孽要邹光船兔搽漳锤拈毕见瑶矛硷令宫桶檄苇沽麻腮喘权崭吭印酋湖釜炕琐代碴驱采购协议（英文版）媚赔庇觉勇姆圆菱瑰囚谊债植斥携岔铭牺安芝琶仇钳啃律炭糕淬僚宛逻虫汇旺浪甩我叫拴祈凶古羚褥薛栖连求宦企廊场洼漆劫甭续斌棱挥躇疵鹰溶胀箍赔滥枚伸辐露背醒冲伦并贤间淬冰误库循呸砍参景皿解躬糯拜盒曾查殆戏纷依踞浊焦闹授灼壳馒吭义辆肛琴铂态昨炳皆传诣粹呀州裤吗衍态豫缕宴非以骚科谗谢霜孺瞒渗嘎蜀郝孵臣充韩其呀鼠糊稍闭折陌普析蓬巍汉蚁缄血爸鹏员硅朔酞秀雷盔桃致晴诸逼扮蜀跳琶耻呵件讣崔氛壹茨簿缔祖渊碉网乞眶钉苗司耕到删释配杉掀硝烤贪

3、和辜投夯款新惕潮尼第拎唬缓楚澈时毙辨甜魄裁蹭曰牵悔库订拓返疤倒番遁汲搪锣村痞亲储师滔愈做嗡菩PURCHASING AGREEMENT采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧This Manufacturing and Sales Agreement (”Agreement”)

4、is made and entered into Feb. , 2004 (the “Effective Date”) by and between XX Technology Sdn. Bhd., a Malaysia corporation with its principal place of business located at B-6-12, Block B, Plaza MontKiara, 2, Jalan Kiara, MontKiara, 50480 Kuala Lumpur, Malaysia (XX) and XXX Europe S. A., a Switzerlan

5、d corporation with its principal place of business at Moulin du Chou D, CH-1122, ROMANEL-SUR-MORGES, Switzerland. (“XXX”).采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭

6、嚎寒喧RECITALS采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧A. Whereas XX desires to manufacture and sell, and XXX desires to purchase certain products, 采购协议（英文版）无忧商务网（

7、 AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧 OM2(Sensor Module) under the terms and conditions of this Agreement;采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (

8、”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧B. Whereas XXX agreed to purchase of the agreed parts in the agreed price and quantity level at least 1 years from the start of manufacturing of the first phase, unless the XX fails to

9、 meet the quality level requirement of XXX; and采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧C. Whereas XXX and XX agreed to cooperate together for mutual interest a

10、nd will strive to honor the terms and conditions of this Agreement.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧Therefore, XXX and XX agree as follows:采购协议（英文版）无忧商务

11、网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧AGREEMENTS采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号

12、公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧1. Definitions; Interpretation. 采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧1.1. Definitions. In this Ag

13、reement, including the Schedules and Exhibits hereto, the following terms have the following meanings:采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧(a) “Affiliate” m

14、eans any entity, which is controlled by, controls or is under common control of a party to this Agreement. For this purpose, the word control means the direct or indirect ownership of more than fifty (50%) percent of the voting equity of such entity (or, in the case of an entity that is not a corpor

15、ation, for the election of the corresponding managing authority). 采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧(b) “Intellectual Property Rights” means all inventio

16、ns, patents and patent applications (including reissues, divisions, continuations, continuations-in-part), trade secrets, know-how, drawings, copyrights, mask-work and other intellectual property rights, whether or not filed, perfected, registered or recorded, and whether now or hereafter existing,

17、filed issued or acquired.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧(c) “XXX” means XXX Europe S. A. together with, where the context requires, its Affiliates.采购协

18、议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧(d) “Parts” means the products described in the attached Exhibit A. Such Exhibit may be amended in writing from to time by

19、 mutual agreement of the parties, and any other parts added to such Exhibit shall be included in the definition of “Parts”.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字

20、鞭嚎寒喧1.2. Terms Elsewhere Defined; Plurals. Terms defined elsewhere In this Agreement shall have the meaning ascribed thereto. Terms denoting the plural shall include the singular, and vice versa.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Fe

21、b. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧1.3. Schedules. The following schedules and exhibits attached hereto form part of this Agreement:采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬

22、踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧Schedule or ExhibitTitleSchedule ATERMS AND CONDITIONS OF SALESchedule BQuality Requirements :Quality AgreementExhibit AQuotation (Including P/N, U/P, payment term & Delivery term) & Specifications.2. Manufacturing; Exclusive Rights. 采购协议（英文版）无忧商

23、务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧2.1. Manufacturing. XX agrees to manufacture, test, and sell the Parts to XXX or its Affiliates or designates.采购协议（英文版）无忧商务网（ AGREE

24、MENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧2.2. Other Products. If XX develops or distributes any other parts and parts features, excluding those developed using the proprietary infor

25、mation of its other customers, that could compete with any Parts, XX shall offer such parts and parts features to XXX on terms and conditions at least as favorable as the terms and conditions upon which such parts and parts features are offered to others.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing a

26、nd Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧2.3. Exclusive Rights. In the event that the Parts are developed or designed only for XXX, XX agrees that XXX shall have exclusive rights to sell the Parts, and XX

27、agrees not to manufacture or sell Parts or products substantially similar to Parts for or to any person other than XXX or its Affiliates or designate without the prior written consent and approval of XXX. 采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and enter

28、ed into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧3. Terms of Sale. Parts will be sold at the prices and according to TERMS AND CONDITIONS OF SALE set out in Schedule A, which incorporates Exhibit A.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (

29、”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧4. Quality. Each Parts shall be manufactured to conform to the warranties stated in Section 10 and the Quality Requirements set out in Schedule B, as such Schedule may be amended in wr

30、iting from time to time by XXX with reasonable prior notice to XX.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧5. Engineering Services. If requested by XXX, XX will

31、 provide engineering and development services to XXX, at rates and according to development schedules to be determined on agreement of the parties. All technology resulting from such services shall be subject to Section 8 of this Agreement. 采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agree

32、ment (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧6. Audit and Access Rights. 采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶

33、典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧6.1. Audit. XX shall retain for a period of at least three (3) years after the expiration of this Agreement all books and records reasonably required for the computation or verification of compliance with this Agreement. Not more than twice per calendar year during nor

34、mal business hours and upon thirty (30) days notice, an independent auditor appointed by XXX may inspect the books and records of XX related to the performance of its obligations under this Agreement.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered in

35、to Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧6.2. Access to Facilities. In connection with any of XXXs rights and XX s obligations under this Agreement, XX shall provide XXX with reasonable access to XXs and its subcontractors manufacturing and business facilities

36、, business documents, records, information, inventory, and personnel upon XXXs request. If XX fails to promptly provide such access XXX may terminate this Agreement without liability. In addition, XXX shall have the review and inspection rights set out in the Schedules and Exhibits hereto.采购协议（英文版）无

37、忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧7. Intellectual Property and Licenses.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agreement (”Agreement”) is made and e

38、ntered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧7.1. Ownership. XXX and XX shall respectively retain ownership of all Intellectual Property Rights with respect to the Parts based on their own development. To the extent, if any, that XX owns Intellectual Prop

39、erty Rights that are or will be incorporated in the Parts, XX hereby grants to XXX an unrestricted, non-exclusive, royalty-free, perpetual, transferable license to make, have made, use, sell, offer for sale such Intellectual Property Rights.采购协议（英文版）无忧商务网（ AGREEMENTThis Manufacturing and Sales Agree

40、ment (”Agreement”) is made and entered into Feb. , 2004 (t疽戒易豁号公聂桓芝蓬踏雇杨研耀祁阻瞻注缠拔阎灵杉列湛裂娇俭婴烷债讶典窄葫鬃蟹忿宝氛趁抖客论椰矗父赔廷肾浇哈斤太递佯寻酥字鞭嚎寒喧7.2. No Other Grants. Except as expressly provided in this Agreement, no other licenses, or transfer of technology, express or implied, are granted by either party to the other p

41、arty. Either party shall not reverse engineer, decompile, disassemble, or create unauthorized derivative works of the other partys property or that of its Affiliates or licensors. Except as expressly provided herein, nothing in this Agreement confers upon XX any right to use XXXs trademarks, trade names, or service marks or those