UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
For the fiscal year ended December 31, 1997
OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Commission file number 0-23970
NETWORK PERIPHERALS INC.
(Exact name of registrant as specified in its charter)
DELAWARE 77-0216135
(State or other Jurisdiction of (I.R.S. Employer Identification Number)
Incorporation or Organization)
1371 McCarthy Boulevard
Milpitas, California 95035
(Address, including zip code of principal executive offices)
(408) 321-7300
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(g) of the Act:
Title of class
Common Stock
Indicate by checkmark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to the filing
requirements for the past 90 days. Yes [ ] No [X]
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained to the best
of the registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
The aggregate market value of the voting stock held by non-affiliates of the
Registrant as of March 18, 1998 was $94,251,917 based upon the closing price of
the Registrant's Common Stock on the Nasdaq National Market System on that date.
The number of shares of the Registrant's Common Stock outstanding as of March
18, 1998 was 12,260,412.
The undersigned registrant hereby amends the following items, financial
statements, exhibits or other portions of its Annual Report for the fiscal year
ended December 31, 1997 on Form 10-K as set forth in the pages attached hereto:
1
<PAGE>
PART IV
ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
<TABLE>
The information required by subsections (a)1 and (a)2 of this item are included
in the response to Item 8 of Part III of this Annual Report on Form 10-K.
<CAPTION>
(a) Exhibits
<S> <C>
3.1(1) Amended and Restated Certificate of Incorporation.
3.2(1) By-Laws.
4.1(1) Fourth Amended and Restated Investor Rights Agreement dated July 15, 1993.
10.1(1) Form of Indemnity Agreement for directors and officers.
10.2(1) Amended and Restated 1993 Stock Option Plan and forms of agreement thereunder.
10.3(1) 1994 Employee Stock Purchase Plan.
10.4(1) 1994 Outside Directors Stock Option Plan and form of agreement thereunder.
10.9(1) Facilities Lease dated August 8, 1991 with John Arrillaga, Trustee, or his Trustee, or
his Successor Trustee UTA dated 7/20/77, as amended, and Richard T. Peery, Trustee, or his Successor
Trustee UTA dated 7/20/77, as amended.
10.12(1)(2) OEM Purchase Agreement with Network General Corporation dated March 4, 1991.
10.14(3) Amendment No. 1, dated June 1, 1994, to Facilities Lease with John Arrillaga, Trustee,
or his Successor Trustee UTA dated 7/20/77, as amended, and Richard T. Peery, Trustee, or his Successor
Trustee UTA dated 7/20/77, as amended.
10.18(4) Purchase Agreement among Network Peripherals Inc., Network Peripherals, Ltd., NuCom Systems, Inc.,
and the shareholders of NuCom, dated January 31, 1996.
10.22 (5) Line of Credit Agreement with Sumitomo Bank dated October 2, 1996.
10.23 (5) Agreement with Glenn Penisten dated May 15, 1996.
10.26 (7) Purchase Agreement among Network Peripherals Inc., NetVision Corporation, and the
shareholders of NetVision , dated April 29, 1997.
10.27 (6) 1997 Stock Option Plan.
10.28 (6) Amended 1994 Outside Directors Option Plan.
10.29 (8) Development and Purchase Agreement with Sun Microsystems, Inc., dated February 25,
1994.
10.30 (8) Corporate Supply Agreement with Sun Microsystems, Inc., dated March 31, 1997.
10.31 (9) Modification Agreement, dated August 29, 1997, to amend certain terms of the Line of Credit Agreement
with Sumitomo Bank of California.
10.32 (9) Second Modification Agreement, dated November 17, 1997, to amend certain terms of the Line of Credit
Agreement with Sumitomo Bank of California.
10.33 (9) Amended and Restated Salary Continuation Agreement with Pauline Lo Alker dated October
31, 1997.
10.34 (9) Amended and Restated Salary Continuation Agreement with Robert Hersh dated October 31,
1997.
10.35 (9) Salary Continuation Agreement with Glenn Penisten dated October 31, 1997.
10.36 (9) Salary Continuation Agreement with Fred Kiremidjian dated October 31, 1997.
10.37 (9) Salary Continuation Agreement with James Sullivan dated October 31, 1997.
10.38 (9) Consent of Independent Accountants dated March 27, 1998.
27 (9) Financial Data Schedule.
35
<PAGE>
(b) Reports on Form 8-K
None
(1) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to the Registrant's
Registration Statement on Form S-1 (File No. 33-78350).
(2) Confidential treatment has been granted as to part of this Exhibit.
(3) Incorporated by reference to the corresponding Exhibit previously filed as an Exhibit to the
Registrant's Quarterly Report on Form 10-Q for the period ended June 30, 1994 (File No.
0-23970).
(4) Incorporated by reference to the Registrant's report on Form 8-K filed on March 31, 1996 (File No. 0-23970).
(5) Incorporated by reference to the corresponding exhibit in the Registrant's Annual Report on Form 10-K for
the year ended December 31, 1996 (File No. 0-23970).
(6) Incorporated by reference to the corresponding exhibit in the Registrant's Quarterly Report on Form 10-Q for the
period ended June 30, 1997 (File No. 0-23970).
(7) Incorporated by reference to the Registrant's report on Form 8-K filed on May 14, 1997 (File No. 0-23970).
(8) The Registrant has filed portions of these agreements separately with the Commission and has requested that those
portions be afforded confidential treatment.
(9) Filed with the Registrant's Annual Report on Form 10-K for the year ended December 31, 1997.
36
</TABLE>
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities and
Exchange Act of 1934, the registrant has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized.
NETWORK PERIPHERALS INC.
By: \s\ROBERT HERSH
----------------------------------
Robert Hersh
Vice President of Operations and
Chief Financial Officer
(Authorized Officer)
SUN TECHNOLOGY ENTERPRISES, INC.
DEVELOPMENT AND PURCHASE AGREEMENT
This Agreement is made and entered into by and between Sun Microsystems, Inc., a
Delaware corporation having its principal place of business at 2550 Garcia
Avenue, Mountain View, California 94043 and acting by and through the SunConnect
unit of its subsidiary Sun Technology Enterprises, Inc. ("SunConnect"), and
Network Peripherals Inc., a California corporation having its principal place of
business at 1371 McCarthy Boulevard, Milpitas, CA 95035 ("NP").
1.0 DEFINITIONS
1.1 "Administrator(s)" means the individuals listed in Section 28
below, or an individual designated by such Administrator.
1.2 "BOM" means the Bill of Materials describing the OEM Products
as they are to be delivered to SunConnect set forth in Exhibit A-4, which may be
modified with the mutual written agreement of each party's Administrator.
1.3 "Development Deliverable" means each deliverable required
pursuant to the Development Schedule and Deliverables.
1.4 "Development Schedule and Deliverables" means the schedule of
tasks, deliverables and completion dates set forth in Exhibit B.
1.5 "Documentation" means the user manual and other written
materials related to the OEM Products as described in the Product Specification
and Development Deliverables.
1.6 "NP Products" means the OEM Products minus the Sun-Unique
Elements.
1.7 "OEM Products" means the FDDI Adapter for the SBbus/Solaris
systems product line described in the Product Specification (SunLink FDDI/S
3.x), and any additional products the parties add by mutual consent. The term
"OEM Products" shall include Documentation except with respect to those
instances where this Agreement separately refers to Documentation.
1.8 "Proprietary Information" means that information which
SunConnect and NP desire to protect against unrestricted disclosure or
competitive use and which, if disclosed in writing, is designated as such in
writing by the disclosing party or, if disclosed orally, is announced as
confidential at the time of its disclosure by the disclosing party and within
thirty (30) days thereafter is summarized in writing and such summary is
provided to the receiving party.
1.9 "Product Specification" means the description of the OEM
Products set forth in Exhibits A, A-1 and A-2.
1.10 "SunConnect Modification" means any modification,
enhancement, extension or addition of or to the OEM Products, in source or
object code form, developed by or on behalf of SunConnect (but excluding
modifications developed by NP pursuant to this Agreement).
1.11 "Sun-Unique Elements" means those elements of the OEM
Products listed in Exhibit C attached hereto.
1.12 "Service Provider" means an entity which SunConnect has
authorized to provide product support to customers, which may include
distributors, resellers and support partners.
1
<PAGE>
2.0 DEVELOPMENT OF OEM PRODUCTS
2.1 Development of OEM Products. NP and SunConnect will develop
and test the OEM Products in accordance with the milestones, delivery dates and
testing requirements set forth in the Development Schedule and the pre-FCS
"SunLink FDDI/S 3.x Quality Assurance Plan attached hereto as Exhibit A-3.
Changes to the Development Schedule and/or the Product Specification may be made
with the mutual written consent of the Administrators of both parties.
2.2 * "Confidential portion has been omitted and filed separately
with the Commission."
2.3 Acceptance of Deliverables. SunConnect shall acknowledge in
writing or by electronic mail its receipt of each Development Deliverable.
SunConnect will notify NP as soon as possible whether the Development
Deliverable is accepted or rejected, provided that each Development Deliverable
will be deemed automatically accepted if SunConnect's Administrator fails to
notify NP in writing that SunConnect accepts or rejects such deliverable within
thirty (30) days from the date of its delivery.
2.4 Correction of Errors in Deliverables. If, within the thirty
(30) day acceptance period, SunConnect notifies NP in writing that an
Development Deliverable fails to satisfy the criteria set forth in the
Development Schedule or Product Specification and provides NP with a written
explanation thereof, NP will have five (5) days to provide SunConnect with a
revised schedule for correcting the defect(s) in the non-conforming Development
Deliverable and shall promptly institute and diligently execute such
corrections.
2.5 FCS Decision. Pursuant to the Development Schedule, SunConnect
is responsible for making a "Go/ No Go" decision regarding the first customer
ship of the OEM Products. SunConnect will notify NP in writing of the result of
the Go/ No Go decision within two days after the decision is made. If the
decision is a "go," then this decision will authorize NP to begin the production
phase for the OEM Products and to ship the OEM Products to SunConnect under the
terms set forth below.
3.0 DOCUMENTATION
3.1 Documentation Deliverables. Development Deliverables related
to Documentation are set forth in Exhibit B.
3.2 Post-FCS Documentation. The parties will negotiate in good
faith to determine who will be responsible for writing and implementing
revisions to the Documentation, and how related costs shall be allocated. NP
will not distribute any modified Documentation without the prior written
approval of the SunConnect Administrator.
3.3 Quality of Documentation Shipped by NP. The quality of
Documentation for the OEM Products shipped by NP at and after FCS must be
comparable with the quality of the current SunLink FDDI/S 2.0 documents.
(Notwithstanding the foregoing sentence, the documentation to be provided to
beta sites by NP may be xeroxed copies of the beta-stage documentation delivered
by SunConnect to NP.) Promptly after the Effective Date. NP will develop a
quality plan to ensure that the Documentation meets the Quality requirements for
post FCS documentation, and shall submit such quality plan to SunConnect's
Administrator for approval. After such approval the documentation quality plan
shall be attached as part of the Quality Assurance Plan described in Section 8.1
below. SunConnect shall also have the right to approve the quality of the
completed Documentation prior to shipment.
2
<PAGE>
4.0. OWNERSHIP
4.1 * "Confidential portion has been omitted and filed separately
with the Commission."
4.2 * "Confidential portion has been omitted and filed separately
with the Commission."
5.0 MAINTENANCE, SUPPORT AND TRAINING.
5.1 Support to Customers. Customer support for OEM Products,
SunLink FDDI/S 1.0 and SunLink FDDI/S 2.0 products shall be provided as set
forth in Exhibit E.
5.2 OEM Product Repair and Replacements Under Warranty. If a
SunConnect Service Provider receives an OEM Product which is eligible for
warranty service by NP under NP's warranty set forth in Section 23 below, then
the Service Provider will return such OEM Product to NP for repair or
replacement, and NP shall repair or replace such OEM Product in accordance with
the warranty provided under Section 23.
5.3 OEM Product Repair and Replacements Out of Warranty. Repair
and Replacement Prices for OEM Products which are not eligible for service under
NP's warranty ("Out of Warranty OEM Products") are set forth in Exhibit F. NP
will replace Out of Warranty OEM Products for SunConnect and SunConnect's
Service Providers, and will repair Out of Warranty OEM Products for SunConnect,
SunConnect's Service Providers, customers, distributors and resellers in
accordance with the procedures and prices in Exhibit F.
5.4 TOI. NP will provide SunConnect with the information described
in the "Transfer of Information" attached as Exhibit E, and will comply with the
procedures set forth therein. NP hereby grants SunConnect an unrestricted,
fully-paid license to use, duplicate, and distribute any TOI materials in
whatever fashion SunConnect or its Service Providers deem useful to provide
traning in the use of the OEM Products.
6.0 * "Confidential portion has been omitted and filed separately with
the Commission."
7.0 DISTRIBUTION OF NP PRODUCTS
7.1 No Distribution of OEM Products by NP. NP may not sell or
distribute the OEM Products, or any other products containing any
SunConnect-Unique Element without the express written consent of the SunConnect
Administrator.
3
<PAGE>
8.0 PRODUCTION OF OEM PRODUCTS
8.1 Quality Assurance. Attached hereto as Exhibit J is NP's
Quality Systems Manual for FCS and subsequent shipments for ensuring quality
standards of the OEM Products.
8.2 NP Responsibilities. Except as set for in Section 8.3 below,
NP will be responsible for all aspects of manufacturing, assembling, testing,
packaging and delivery of the OEM Products to the SunConnect-designated
location(s). Each OEM Product delivered to SunConnect will meet the requirements
set forth in Exhibits A (Product Specifications), B (Development Schedule and
Deliverables), A-4 (BOM), J (Quality Systems Manual), K-1 (Inbound)Outbound
Packaging Requirements), K-2 (Engineering Specification for Part Identification
Label), K-3 (Corporate Shipping Container Graphics Guideline), K-4 (Shipping
Carton Color Standard), K-5 (Specification for A SunConnect Color: SunConnect
Medium Purple), K-6 (Routing Guide) and Section 15 (Trademark License).
SunConnect shall have the right, on reasonable notice, to audit NP's premises
and records to verify compliance with these requirements. At least thirty (30)
days prior to NP's distribution of the first copy of each commercial release of
an OEM Product bearing the Sun Trademarks and Trade Dress (as defined in Section
15 below), NP shall provide SunConnect's Administrator with written
certification that NP has adequately reviewed and tested such OEM Product and
that it conforms to the requirements of this Section 8.2. NP shall keep written
records of such testing and make them available to SunConnect promptly upon
written request.
8.3 Other Responsibilities.
a. Compact Disks. SunConnect will initially be
responsible for the mastering of the compact disk to be included in the OEM
Products. NP will purchase the compact disks from SunConnect's vendor in
accordance with Section 8.11. (Nothing herein shall be deemed to limit
SunConnect's right to continue to order and purchase products from the vendors
fisted in Exhibit M.) After the FCS of the OEM Products, NP will use its best
efforts to identify and reach terms with a compact disk manufacturer within nine
(9) months of the Effective Date, pursuant to which NP would master compact
disks without SunConnect's assistance. NP will promptly provide SunConnect's
Administrator with the details of such agreement, including without limitation
all pricing terms. SunConnect may, at its option and in its sole discretion,
authorize NP to master compact disks directly, subject to SunConnect's approval
of content and quality.
b. Packaging Artwork. SunConnect shall design the artwork
for the OEM Product packaging. The completed artwork is a SunConnect Deliverable
to NP.
8.4 Copyright Notices. The Documentation shall bear a copyright
notice in the form (C)Sun Microsystems 19__. NP shall put a copyright notice on
the software components of the OEM Products and NP Products incorporating the
SunLink Source Code stating (C)Network Peripherals 19__, portions (C)Sun
Microsystems 19__. NP may put an NP copyright notice on the board component of
the OEM Products.
8.5 NP Improvements. NP agrees to keep SunConnect informed of any
improvements to of replacements for existing NP Products or OEM Products planned
to be made available during the term of this Agreement. NP agrees to notify
SunConnect's Administrator of such improvements in writing not less than 90 days
prior to shipment of NP Products incorporating such improvements to third
parties or customers and shall make available such improvements for OEM Products
at no charge to SunConnect, provided that such improvements do not significantly
affect the form, fit and function of the OEM Product in ways that differ from
any change in the form, fit or function of the corresponding NP Product.
SunConnect may elect to incorporate such improvements into the OEM Products by
notifying NP in
4
<PAGE>
writing within 30 days after notification of such improvements. If SunConnect so
notifies NP within the 30 day period, then NP will ensure that any NP
Improvements are incorporated into OEM Products at least as early as they am
incorporated into NP Products. The terms of Section 10.2 * "Confidential portion
has been omitted and filed separately with the Commission." will continue to
apply to any improved OEM Products.
8.6 NP Modifications. NP will not implement any changes in design
or manufacture that might affect form, fit or function of the OEM Products,
including without limitation, changes in performance, maintenance procedures,
interchangeability, interconnectability, reliability or compatibility of OEM
Products, without the prior written consent of a SunConnect Administrator and
such consent shall not be unreasonably withheld.
8.7 Mandatory Changes.
a. "Mandatory Changes," as used herein means any change
necessary to ensure that OEM Products comply with the following standards, as
such standards are constituted on the date of shipment: (1) the Product
Specification; (2) applicable laws or regulations; or (3) recognized and
accepted commercial safety standards for similar products. NP will. at its own
expense, supply SunConnect or SunConnect's Service Providers (as directed by
SunConnect) parts kits and detailed rework instructions for all OEM Products
purchased by SunConnect affected by any Mandatory Change, regardless of whether
such OEM Products have been delivered to SunConnect, its customers, resellers or
distributors.
b. If a Mandatory Change requires replacement of products
already delivered to SunConnect's customers, resellers and distributors, then
SunConnect or SunConnect's Service Provider(s) shall implement such replacements
in accordance with the reasonable instructions provided by NP. NP shall be
responsible for all necessary and reasonable costs incurred by SunConnect or its
Service Provider(s) in any replacement of products delivered to SunConnect's
customers, distributors and resellers which is required by Section 8.7(a).
8.8 O/S and Platform Changes.
(a) "Systems Changes," as used herein means any change
necessary to ensure that NP Products remain compatible with new versions of the
Sun Operating System and new versions of the Sun platform. NP will use its best
commercial efforts to develop Systems Changes. NP agrees to notify SunConnect
within a reasonable period of time after the release of a new version of the Sun
Operating System or Sun Platform of Systems Changes planned for the NP Products
and shall make available such System Changes for OEM Products at no charge to
SunConnect. SunConnect may elect to incorporate System Changes into the OEM
Products by notifying NP in writing within 30 days after notification of such
System Changes. If SunConnect so notifies NP within the 30 day period, than NP
will ensure that any System Changes are available incorporated into OEM Products
at least as early as they are incorporated into NP Products. The terms of
Section 10.2 * "Confidential portion has been omitted and filed separately with
the Commission." will continue to apply to any revised OEM Products.
(b) When Systems Changes am not planned for the NP
Products, then SunConnect may request such changes in accordance with Section
8.9 and the parties will mutually develop a development schedule.
(c) NP will perform all required compatibility testing
for all new Sun Operating Systems and new Sun platforms at NP's expense.
SunConnect will provide NP with the necessary equipment and operating system
software to perform such testing.
5
<PAGE>
8.9 SunConnect Requested and Required Changes.
a. SunConnect may, at any time, require changes in
writing to any of the following: method of shipment or packing; place of
delivery, or the Exhibits marked with an * in Section 29.8 ("Required Change").
In addition, SunConnect may, at any time, request changes to applicable
drawings, designs or specifications, or to ensure compatibility with other new
or modified SunConnect products ("Requested Change").
b. If a Required or Requested Change causes an increase
in the cost or the time required by NP for performance of any purchase order
issued under this Agreement and NP so notifies SunConnect in writing, then if
SunConnect wishes such Requested or Required Change to be made, an equitable
adjustment will be made in the price or delivery schedule or both and the
Agreement and/or any applicable purchase order will be modified accordingly in
writing. Claims by NP for adjustment due to a SunConnect Requested or Required
Change order must be made within fifteen (15) days from the date of NP's receipt
of the change order; provided, however, that such period may be extended upon
the written approval of SunConnect.
c. If any SunConnect Requested or Required Change
requires reworking of any OEM Product already delivered to SunConnect, NP will,
at SunConnect's expense, supply components for all OEM Products purchased by
SunConnect affected thereby.
8.10 NP Purchase from SunConnect Suppliers. NP may purchase
specific components for the OEM Products from specified SunConnect suppliers as
SunConnect's authorized sub-contractor as set forth on Exhibit M. NP shall
comply with all applicable provisions of the SunConnect contract with such
suppliers. SunConnect agrees to provide NP with the text of applicable
provisions. All items so purchased must be used in OEM Products, and may not be
used in NP Products or other products without the express written consent of
SunConnect.
8.11 NP Sub-Contractors. NP may subcontract the production of
components of the OEM Products to suppliers, provided that each such supplier
agrees to and fulfills all quality and compliance requirements set forth in this
Agreement and its Exhibits.
8.12 Future Cooperation. The parties agree to work together to
evaluate and develop new technologies and products for FDDI network interface
cards as mutually agreed to. If new products are developed, the parties will
negotiate an agreement with terms as similar as possible to this Agreement,
except that product specifications, pricing and leadtimes may be different for
such new products.
9.0 PURCHASE OF OEM PRODUCTS
9.1 Orders. SunConnect shall order OEM Products by telecopier,
telephone, electronic data interchange ("EDI") as specified in Section 16.3,
and/or in writing on SunConnect's standard purchase order form. Each telephone
order shall be confirmed by a hard-copy purchase order within five (5) days
after the placement of such telephone order. All orders for OEM Products will be
governed by this Agreement and shall not be governed by the terms of
SunConnect's or NP's purchase order, acceptance or other form documents. This
Agreement does not constitute a purchase order SunConnect shall be liable under
this Agreement only for those OEM Products covered by a SunConnect purchase
order.
9.2 Sale to SunConnect Subcontractors. NP shall sell and license
OEM Products under the pricing and terms set forth in this Agreement to
SunConnect-designated subcontractors ("Subcontractors") upon express written
authorization by SunConnect. SunConnect shall be liable to pay only for OEM
Products ordered by and invoiced directly to SunConect and shall not be liable
to pay for
6
<PAGE>
any OEM Products ordered by Subcontractors. All purchases made by Subcontractors
shall be added to SunConnect's cumulative volume of OEM Products purchased.
9.3 Forecasts. SunConnect shall supply a six month rolling
forecast by the 10th day of each month, with the first two months broken out by
week. The first two months shall be backed by a purchase order which is
non-cancelable. The third month of the forecast is a firm commitment, which may
be rescheduled as specified in Section 14.1.
9.4 SoftwarelFirmware License. With respect to OEM Products which
contain NP software and/or firmware (Software'). NP hereby grants to SunConnect
a perpetual, nontransferable, nonexclusive license to use, market, distribute
and sublicense the use of the Software in object code form only, and to
authorize others to do the foregoing, solely in conjunction with the sale,
license, loan of distribution of the OEM Products.
9.5 * "Confidential portion has been omitted and filed separately
with the Commission."
10.0 PRICE OF OEM PRODUCT(S).
10.1 Pricing. The prices and applicable discounts for the OEM
Products are specified in Exhibit N. The prices set forth in Exhibit N do not
include freight or taxes, and all applicable federal, state and local sales or
use taxes shall be separately stated on NP's invoice. SunConnect shall be liable
to NP for the payments of such sales or use taxes only if SunConnect has failed
to comply with the statutory resale tax certificate requirements of states where
appropriate.
10.2 * "Confidential portion has been omitted and filed separately
with the Commission."
7
<PAGE>
10.3 * "Confidential portion has been omitted and filed separately
with the Commission."
10.4 Price Notification. During the tenth week of each calendar
quarter, NP will provide to a SunConnect Administrator a written confirmation of
the price of each OEM Product and component thereof, as such price has been
determined in accordance with Sections 10.1 10.3. NP will provide such price
confirmation whether or not any price has changed from the previous quarter. The
prices set forth in such notification will be deemed accepted if SunConnect
fails to notify NP in writing of any disagreement within 10 days after receipt
of the notification by the SunConnect Administrator.
10.5 Special Requests. If SunConnect requests NP to manufacture or
deliver OEM Products to SunConnect on special terms which will cause an increase
in the manufacturing cost to NP, then NP shall notify the SunConnect
Administrator in writing, specifying the additional costs and available options.
SunConnect shall have 10 day to accept or reject such additional costs. Failure
to respond shall be deemed a rejection of such additional costs and such special
terms.
11.0 SHIPMENT AND DELIVERY
11.1 Leadtimes and Delivery Dates. Leadtimes for OEM Products are
set forth in Exhibit N. NP agrees to accept and deliver the full quantity of OEM
Products ordered on the delivery dates requested by SunConnect, to the extent
that such dates are in conformance with leadtimes set forth in Exhibit N, or
otherwise mutually-agreed to delivery dates ("Agreed Delivery Date"). If
SunConnect requests delivery dates earlier than the leadtimes set forth in
Exhibit N, NP agrees to use commercially reasonable efforts to meet such
requested delivery dates or to propose the earliest possible alternate delivery
dates.
11.2 Delayed Delivery Dates. If NP is unable to deliver OEM
Product on the Agreed Delivery Date, NP shall promptly notify the appropriate
SunConnect materials management personnel (as identified by the SunConnect
Administrator), giving SunConnect a new delivery date. SunConnect may, at its
option, (1) accept the new delivery date, (2) reschedule the purchase order, (3)
require NP, at NP's expense, to use any expedited transportation methods that
are available to deliver the OEM Products to SunConnect or a designated customer
via Drop Ship as quickly as possible, or, if new date is greater than 5 days
after Agreed Delivery Date, (4) cancel the purchase order without liability. In
all cases, NP agrees to respond to SunConnect's purchase orders within 3 days
after receipt. Time is of the essence with respect to this agreement.
11.3 Overshipments. SunConnect will pay only for quantities
ordered. At SunConnect's option, overshipments will be returned to NP at NP's
risk freight collect. NP shall credit SunConnect with the amount of outbound
freight attributable to such returned overshipments.
11.4 Early Shipments. For OEM Products delivered more than five
(5) days in advance of the Agreed Delivery Date(s), SunConnect may (i) return
such OEM Products to NP freight
8
<PAGE>
collect, or (ii) accept such OEM Products with payment based upon the Agreed
Delivery Date(s) and not the date of receipt by SunConnect.
11.5 Partial Deliveries. NP shall use reasonable efforts to
deliver the full number of OEM Products ordered by SunConnect on the Agreed
Delivery Date(s). If NP is unable to deliver the full number of OEM Products
ordered, NP shall notify SunConnect promptly, and SunConnect shall consent to
such partial delivery provided that the Agreed Delivery Date is met for the
deliverable portion. Partial deliveries shall be separately invoiced by NP and
paid for by SunConnect without regard to subsequent deliveries. The undelivered
portion of the order shall be subject to the terms of Section 11.2.
11.6 * "Confidential portion has been omitted and filed separately
with the Commission."
11.7 Shipping Documents and Markings.
a. Shipping labels and containers must comply with the
requirements set forth in Section 8.2 above.
b. Shipping documentation must be complete and accurate.
This documentation must include the SunConnect part number, the manufacturer's
part number, the total quantity shipped, the SunConnect purchase order number,
the number of shipping containers in the delivery, the quantity per shipping
container, indication of partial/complete shipment and the waybill/Bill of
Lading number.
11.8 Shipping Reports. NP will deliver to SunConnect shipping
reports specified in Exhibit O.
11.9 * "Confidential portion has been omitted and filed separately
with the Commission."
11.10 * "Confidential portion has been omitted and filed
separately with the Commission."
9
<PAGE>
11.11 Import and Export Licenses. NP shall provide all information
under its control which is necessary or useful for SunConnect to obtain any
export or import licenses required for SunConnect to ship or receive OEM
Products, including, but not limited to, U.S. customs certificates of delivery,
affidavits of origin, and U.S. Federal Communications Commissions identifier, if
applicable. The parties agree not to export or re-export, or cause to be
exported or re-exported, the OEM Product, any technical data of any kind
received hereunder, or the direct product of such technical data, without
complying with the laws of the United States, regulating the same.
11.12 End of Term Orders. Purchase orders placed by SunConnect
prior to the end of the Term for which the Agreed Delivery Date(s) are after the
end of the Term shall continue to be governed by the terms and conditions of
this Agreement.
12.0 PAYMENT
12.1 Invoice Contents. Upon shipment of OEM Products ordered, NP
will submit an invoice showing invoice number and date, remit to address, the
purchase order number, SunConnect part number, description of each OEM Product,
quantity of each OEM Product, unit prices, each applicable tax and extended
totals.
12.2 Payment of Invoice. SunConnect shall be invoiced upon
shipment of OEM Product and shall pay each invoice when due. Payment terms are *
"Confidential portion has been omitted and filed separately with the
Commission." days after shipment to SunConnect's "Ship to" location of the OEM
Product covered by the invoice, unless SunConnect notifies NP prior to the
payment due date that such OEM Products am defective or nonconforming in any
manner.
12.3 Payment Not Acceptance. SunConnect's payment of an invoice
does not constitute acceptance of OEM Products. Invoices will be subject to
adjustment for errors, shortages, defects in OEM Products or other failure of NP
to meet the requirements of this Agreement.
13.0 ACCEPTANCE AND QUALITY
13.1 Compliance with Standards. Each OEM Product delivered to
SunConnect shall meet all requirements set forth in Section 8.2. SunConnect
shall not be required to accept any such OEM Product which does not meet such
standards.
13.2 Audits. SunConnect or its agent may perform reasonable source
inspection and quality assurance audits at NP's facility. SunConnect retains the
right to periodically audit NP's facilities and records to validate incoming
quality data, test yield data and manufacturing yield data.
13.3 Quality Reports. Within 7 days after the end of each month,
NP shall provide to a SunConnect Administrator a written quality report in a
form approved by a SunConnect Administrator for the immediately preceding month.
13.4 Effect of Defects. If any of the OEM Products are defective
in material or workmanship or are otherwise not in conformity with the
requirements of this Agreement, NP and SunConnect will work together to develop
a plan to correct such defects or nonconformities. If a plan has not been agreed
to within five (5) business days, then SunConnect may either:
a. Reject and return an entire lot(s) for replacement in
which event NP shall, at NP's expense, replace Product(s) within twenty (20)
working days;
b. Perform one-hundred percent (100%) testing, at NP's
expense, retain all conforming Product and reject all nonconforming Product. Any
Product that has been rejected or
10
<PAGE>
required to be corrected must be replaced or corrected by and at the expense of
NP promptly after notice; or
c. Accept it with a mutually agreed-upon adjustment in
price.
13.5 Returns. NP shall issue a Return Material Authorization
("RMA") within two (2) business days after SunConnect's request to return
defective OEM Products pursuant to the product warranty procedure as described
under Section 23. Any additional terms of the RMA procedure shal1 be mutually
agreed to between the parties. SunConnect shall include the RMA number with all
returns.
14.0 RESCHEDULING AND CANCELLATION.
<TABLE>
14.1 Rescheduling. SunConnect may reschedule all or any part of
any purchase order or forecast under this Agreement for a new delivery date up
to ninety (90) days after the Agreed Delivery Date in accordance with the limits
as follows:
<CAPTION>
- ------------------------------------- ---------------------------------- -----------------------------------
Number of Days Prior to Agreed Maximum Dollar Value of Purchase Date on Which Delivery Must Be
Delivery Date Reschedule Notice is Order Which May Be Rescheduled Accepted
Received
- ------------------------------------- ---------------------------------- -----------------------------------
<S> <C>
61 - 90 Days * "Confidential portion has been omitted and filed separately with
the Commission."
- ------------------------------------- ----------------------------------------------------------------------
0 - 60 Days * "Confidential portion has been omitted and filed separately with
the Commission."
- ------------------------------------- ----------------------------------------------------------------------
</TABLE>
Purchase orders may not be rescheduled more than twice.
14.2 * "Confidential portion has been omitted and filed
separately with the Commission."
14.3 * "Confidential portion has been omitted and filed
separately with the Commission."
14.4 * "Confidential portion has been omitted and filed
separately with the Commission."
15.0 TRADEMARK LICENSE
15.1 Trademarks And Trade Dress. The packaging, artwork.
documentation and other materials provided to NP by SunConnect hereunder may
contain Sun Microsystems, Inc. ("Sun") trademarks and or trade dress
requirements ("Sun Trademarks and Trade Dress").
15.2 Grant Of License. SunConnect grants to NP a non-exclusive,
royalty-free, nontransferable license for the term of this Agreement to
reproduce the Sun Trademarks and Trade Dress in the United States (the
"territory") solely for the purpose of producing the OEM Products for delivery
to
11
<PAGE>
SunConnect hereunder. NP is granted no other right, title or license. In
particular, NP shall not use the Sun Trademarks or Trade Dress on any item other
than the OEM Products; shall not deliver any item marked with the Sun Trademarks
or Trade Dress to any entity other than SunConnect or its affiliated companies
unless specifically directed in writing by SunConnect's Administrator; and shall
have no right to sublicense the Sun Trademarks or Trade Dress.
15.3 Territory. NP shall not use the Sun Trademarks or Trade Dress
outside the United States (the "Territory") without the prior written consent of
Sun's Administrator. SunConnect may refuse to extend the Territory in its sole
discretion.
15.4 Quality Standards. NP shall use the Sun Trademarks and Trade
Dress only on Software Products that conform to the standards set forth in
Section 8.2, including the certification requirement therein.
15.5 Trademark Usage. NP shall not modify the Sun Trademarks or
Trade Dress in any fashion whatsoever without written instructions from Sun's
Administrator. NP will not place any NP or third party trademark, trade name,
logo or other identifying material on the OEM Products without the written
consent of SunConnect's Administrator.
15.6 Protection Of The Sun Trademarks. Sun is the sole owner of
the Sun Trademarks and Trade Dress and all goodwill associated therewith. NP's
use of the Sun Trademarks and Trade Dress inures solely to the benefit of Sun.
NP shall not do anything that might harm the reputation or goodwill of the Sun
Trademarks or Trade Dress. NP shall not challenge Sun's rights in or attempt to
register the Sun Trademarks or Trade Dress, or any other name or mark owned by
Sun or substantially similar thereto. NP shall take no action inconsistent with
Sun's ownership of the Sun Trademarks and Trade Dress. if it at any time NP
acquires any rights in, or registration or application for, the Sun Trademarks
or Trade Dress by operation of law or otherwise, it will immediately upon
request by Sun or SunConnect and at no expense to Sun or SunConnect, assign such
rights, registrations, or applications to Sun, along with any and all goodwill
associated with the Sun Trademarks and Trade Dress. The parties agree and
acknowledge that Sun remains responsible for the protection and maintenance of
the Sun Trademarks and Trade Dress. NP will, if requested by SunConnect, provide
assistance in matters relating to this Trademark License, including but not
limited to (a) giving prompt written notice to SunConnect's Administrator of any
known or potential infringement of the Sun Trademarks or Trade Dress, and (b)
cooperating with SunConnect in the preparation and execution of any documents
necessary to record this Trademark License with the appropriate trademark
authorities. SunConnect shall reimburse NP for the reasonable costs associated
with providing such assistance, except to the extent that any such costs result
from a breach of this Agreement by NP, NP shall not commence any action
regarding the Sun Trademarks or Trade Dress without SunConnect's prior written
consent.
15.7 Disclaimer Of Warranties By SunConnect. SUNCONNECT MAKES NO
WARRANTIES OF ANY KIND RESPECTING THE SUN TRADEMARKS OR TRADE DRESS, INCLUDING
THE VALIDITY OF SUN'S RIGHTS IN THE SUN TRADEMARKS OR TRADE DRESS IN ANY
COUNTRY, AND DISCLAIMS ANY AND ALL WARRANTIES RELATING TO THE SUN TRADEMARKS AND
TRADE DRESS THAT MIGHT OTHERWISE BE IMPLIED BY APPLICABLE LAW
15.8 * "Confidential portion has been omitted and filed separately
with the Commission."
12
<PAGE>
16.0 PROGRAMS AND SERVICES
16.1 POU/DTS Program. The parties will negotiate in good faith to
develop with NP a POU/DTS Program. Such program shall be designed to supply
SunConnect with OEM Product(s) that meets established quality levels and
eliminate incoming inspection.
16.2 Just In Time Delivery Program. The parties will negotiate in
good faith to develop with NP a Just In Tune delivery program ("JIT"). Such JIT
shall be designed to supply SunConnect with the OEM Product(s) at the time at
which SunConnect requires such OEM Product(s) so as to reduce the inventory
which SunConnect is required to retain in order to meet its production needs.
16.3 Electronic Data Interchange (EDI) Program. Should SunConnect
and NP enter into an EDI Program which is designed to allow SunConnect and NP to
transmit electronically all data and information necessary to conduct business
between the two companies, it shall be pursuant to the terms and conditions set
forth in Exhibit P.
16.4 Score Card Criteria. The Score Card is a measurement tool
used to rate NP's overall performance, including, but not limited to, quality,
delivery, technology, price and service. NP acknowledges that, at SunConnect's
option, NP may be evaluated in accordance therewith and agrees to cooperate with
SunConnect in this process. A copy of SunConnect's Score Card criteria and a
sample of the ScoreCard has been provided to NP.
16.5 Co-Marketing. The parties may enter into agreements regarding
co-marketing of the OEM Products.
17.0 SAFETY COMPLIANCE AND STANDARDS
17.1 Specification. NP warrants that each OEM Product delivered to
SunConnect will meet the requirements of Section 1.4 (Compliance with standards)
of Exhibit A-1 throughout the Term. Design changes on OEM Products which affect
compliance status, and design changes which may be required due to a change in
the compliance standards, shall be submitted by NP for reapproval at NP's cost.
NP shall provide confirmation of such approvals to SunConnect's Administrator or
Administrator's designee within thirty (30) days after execution of this
Agreement or receipt of approval, as applicable. Such approvals must
specifically identify the OEM products as SunConnect products.
17.2 Applicable Law. NP warrants and represents that OEM Products
comply with all applicable federal, state, administrative and foreign laws,
statutes and regulations for all countries to which NP distributes its products.
NP agrees to notify SunConnect of any post-sale warnings, retrofits or recalls
which NP implements with respect to any of the OEM Products.
17.3 ISO Certification. NP will use its best efforts to become ISO
9001 certified within 18 months from the Effective Date of this Agreement, and
to remain ISO - certified throughout the term of this Agreement.
13
<PAGE>
18.0 DISCONTINUED PRODUCTS
18.1 Product Discontinuance by NP. NP will not discontinue any of
the OEM Products during the Initial Term of this Agreement without the prior
written consent of SunConnect's Administrator. During any renewal term, NP may
discontinue the manufacture and sale of an OEM Product upon six (6) month's
prior written notice to SunConnect, so long as NP does not sell such OEM Product
to any other of its customers after it stops selling such OEM Product to
SunConnect. Within sixty (60) days after receipt by SunConnect of written notice
of such discontinuance ("Notice Date"), SunConnect may place and NP shall accept
a binding. non-cancelable written commitment for such discontinued OEM Product
for delivery over a one (1) year period following the Notice Date. OEM Products
to be delivered during this one year period may be rescheduled as specified in
Section 14.1, provided that no OEM Product may be rescheduled for delivery after
the first anniversary of the Notice Date. Discontinuance of any OEM Product
shall also be subject to the provisions of Section 19 of this Agreement.
18.2 Component Discontinuance by NP's Vendors. If NP learns that
any of the components in an OEM Product is being discontinued and cannot be
replaced with a component with similar functionality at the same or lesser cost,
then NP shall notify the SunConnect Administrator. NP will use all reasonable
commercial efforts to develop an appropriate solution, subject to SunConnect's
reasonable approval.
18.3 Product Discontinuance by SunConnect. SunConnect may
discontinue any OEM Product on six (6) months notice to NP.
19.0 * "Confidential portion has been omitted and filed separately with
the Commission."
14
<PAGE>
20.0 PROPRIETARY INFORMATION
20.1 Duty of Non-Disclosure. Each party shall, at all times during
the term of this Agreement and for five (5) years thereafter, keep in confidence
and trust all of the other's Proprietary Information disclosed to it and shall
not use such Proprietary Information other than as permitted under the terms of
this Agreement, nor shall either party disclose Proprietary Information of the
other to any third party except as permitted hereunder without the prior written
consent of the disclosing party. Both parties acknowledge that information
disclosed orally and announced at the time of such disclosure which is specific
to the design and properties of the SunLink Source Code and the Escrow Materials
(as defined in Section 19.4) shall be considered Proprietary Information without
the need for a subsequent writing summarizing the contents of the disclosure.
20.2 Standard of Care. Each party shall use the same standard of
care to prevent disclosure of the Proprietary Information of the other party
which it uses to safeguard its own valuable confidential information and/or
trade secrets, and in no event km than a reasonable degree of care for such
information; provided, however, that neither party shall be liable for any
inadvertent or unauthorized disclosure of Proprietary Information occurring if
it exercises at least the standard of care set forth above to prevent disclosure
and takes reasonable steps to mitigate any damage and prevent further
disclosure. Each party shall promptly notify the other if it becomes aware that
the other party's Proprietary Information has been or is likely to be disclosed
without authorization under this Agreement.
20.3 Advising Employees. Each party dull inform its employees
having access to the Proprietary Information of such party's limitations, duties
and obligations regarding non-disclosure and copying of the Proprietary
Information and shall obtain their agreement, whether by means of existing or
new agreements, to comply with those limitations, duties and obligations.
15
<PAGE>
20.4 Exceptions. Notwithstanding any provisions herein concerning
non-disclosure and non-use of the Proprietary Information, neither party shall
have any obligations concerning the disclosure or use of any such information
which: (a) is already known to receiving party other than by previous disclosure
under an obligation of confidentiality; (b) is or becomes publicly known through
publication, inspection of product or otherwise and through no wrongful act of
the receiving party, (c) is received from a third party without similar
restriction and without breach of this Agreement, (d) is disclosed or released
for disclosure by the disclosing party to others without restriction, (e) is
disclosed in accordance with the specific written approval of the disclosing
party; or (f) has been independently developed by the receiving party.
20.5 Disclosure Required by Law. Either party may disclose any
Proprietary Information to the extent necessary to comply with any law,
regulation or other governmental requirement provided that such party previously
notifies the other party so that it may take appropriate protective measures.
20.6 Future Development. Each party to this Agreement understands
that the party receiving Proprietary Information may now or in the future be
developing proprietary information internally, or receiving proprietary
information from third parties in confidence that may be similar to disclosed
Proprietary Information. Accordingly, nothing in this Agreement shall be
construed as a representation or inference that the receiving party will not
develop products, for itself or others, that compete with the products,
processes, systems or methods contemplated by the disclosed Confidential
Information.
20.7 Inventions.
a. All discoveries. improvements and inventions conceived
or first reduced to practice, as those terms are used before the U.S. Patent and
Trademark Office, in the performance of this Agreement ("Inventions") by
SunConnect's personnel shall be the sole and exclusive property of SunConnect
and SunConnect shall retain any and all rights to file any patent applications
thereon. All Inventions of NP's personnel shall be the sole and exclusive
property of NP and NP shall retain any and all rights to file any patent
applications thereon.
b. * "Confidential portion has been omitted and filed
separately with the Commission."
c. The provisions of this Section 20.7 regarding rights
of ownership * "Confidential portion has been omitted and filed separately with
the Commission.", sharing of expenses and licenses shall also apply to work of
the parties and results obtained with respect to copyrightable subject matter,
mask work rights and trade secrets.
21.0 * "Confidential portion has been omitted and filed separately with
the Commission."
16
<PAGE>
22.0 INSURANCE. During the term of this Agreement, NP, at its sole cost
and expense, shall carry and maintain Commercial General Liability Insurance
with an "A" rated company or companies insuring NP, its agents, employees or
associates covering all operations of NP including, but not limited to,
Products/Completed Operations and Blanket Contractual Liability specifically
covering the indemnification provisions in Section 21.0, against claims for
personal and bodily injury and property damage with a combined single limit of
$2,000,000.
23.0 WARRANTY.
23.1 Non-Infringement. NP hereby warrants that: (i) has the right
and power to enter into this Agreement and to grant the rights and licenses
granted to SunConnect hereunder; and (ii) the OEM Products will not infringe any
patent, copyright, trade secret or other intellectual property right of any
third party.
23.2 Product Warranty. NP warrants that all OEM Products delivered
hereunder are new, unused and will perform in accordance with the Documentation,
and will achieve any function described therein, will be free from defects in
design, material and workmanship and will substantially
17
<PAGE>
comply with the requirements of this Agreement for a period of * "Confidential
portion has been omitted and filed separately with the Commission." from the
date of acceptance by SunConnect of OEM Products. When any OEM Products do not
meet the foregoing warranty, and SunConnect or its Service Providers so notifies
NP in writing within the warranty period, NP will repair or replace the OEM
Product as quickly as possible, but in no event later than twenty (20) days
after receipt of notification or as otherwise agreed to between the parties. NP
shall have no obligation hereunder to make repairs or cause replacements
required through normal wear and tear.
23.3 Disclaimer. EXCEPT FOR THE EXPRESS WARRANTIES STATED IN THIS
AGREEMENT, NP MAKES NO ADDITIONAL WARRANTIES, EXPRESS, IMPLIED OR STATUTORY, AS
TO ANY MATTER WHATSOEVER. IN PARTICULAR, ANY AND ALL WARRANTIES OF
MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE ARE EXPRESSLY DISCLAIMED.
NO PERSON IS AUTHORIZED TO MAKE ANY OTHER WARRANTY OR REPRESENTATION ON NP'S
BEHALF CONCERNING THE PERFORMANCE OF THE OEM PRODUCTS OTHER THAN AS PROVIDED IN
THIS AGREEMENT.
24. TERM AND TERMINATION
24.1 Term. Subject to the provisions of Section 24.1
("Assignment"), this Agreement shall commence on the Effective Date and shall
continue for * "Confidential portion has been omitted and filed separately with
the Commission." ("Initial Term"), and thereafter this Agreement shall be
automatically renewed for additional one (1) year periods unless either party
gives written notice of termination at least sixty (60) days before any
anniversary of the execution date after the end of the Initial Term or unless
sooner terminated in accordance with the provisions hereof (the "Term").
24.2 Termination by Either Party. Either party may, by written
notice, and/or suspend its performance under this Agreement, or cancel any
purchase hereunder without penalty, if the other party:
a. fails to comply with any of the material terms and
conditions of this Agreement, the other party may terminate this Agreement upon
thirty (30) days' written notice to the defaulting party specifying any such
breach, unless within the period of such notice, all breaches specified therein
shall have been remedied or, for breaches which by their nature require more
than thirty (30) days to remedy, the parties shall have agreed upon a plan for
the defaulting party to remedy such breaches.
b. becomes bankrupt, becomes the subject of any
proceedings seeking relief or reorganization which are not stayed within 60
days, or makes an assignment for the benefit of creditors.
24.3 Negotiation of Disputes. Both parties agree to negotiate in
good faith the settlement of any dispute that may wise under this Agreement.
Pending negotiations toward settlement of any dispute, NP agrees to continue to
develop, fabricate, and deliver OEM Products under the terms of this Agreement
and SunConnect agrees to make payments on invoices due in accordance with
Section 12.
24.4 Effect of Termination. If this Agreement is terminated for
NP's default, SunConnect may, at its sole option require NP to transfer title
and to deliver to SunConnect, in the manner and to the extent directed by
SunConnect, (i) all completed OEM Products not yet delivered and (ii) any
partially completed OEM Products and materials that NP has produced or acquired
for the performance of the terminated portion. Payment for OEM Products and
materials delivered to and accepted by SunConnect under this Section will be at
a price (not to exceed the contract price) agreed upon by NP and SunConnect.
18
<PAGE>
24.5 No Damages for Termination. Neither party shall have the
right to recover damages or indemnification of any nature, whether by way of
lost profits, expenditures for promotion, payment for goodwill or otherwise made
in connection with the business contemplated by this Agreement, due to the
expiration or permitted or lawful termination of this Agreement. EACH PARTY
WAIVES AND RELEASES THE OTHER FROM ANY CLAIM TO COMPENSATION OR INDEMNITY FOR
TERMINATION OF THE BUSINESS RELATIONSHIP UNLESS SUCH TERMINATION IS IN BREACH OF
THIS AGREEMENT.
25.0 LIMITATION OF LIABILITY. EXCEPT FOR DAMAGES ARISING UNDER SECTION
21 * "Confidential portion has been omitted and filed separately with the
Commission.", IN NO EVENT WILL EITHER SUNCONNECT OR NP BE LIABLE TO THE OTHER
FOR THE OTHER'S SPECEAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED,
EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.
26.0 RELATIONSHIP OF PARTIES. Neither party shall have, or shall
represent that it has, any power, right or authority to bind the other party, or
to assume or create any obligation or responsibility, express or implied, on
behalf of the other party or in the other party's name. Nothing stated in this
Agreement shall be construed as constituting NP and SunConnect as partners,
joint venturers, or as creating the relationships of employer and employee,
franchiser and franchisee, master and servant, or principal and agent.
27.0 PUBLICITY. Neither party shall publicize or disclose the existence
or terms and conditions of this Agreement, or any transactions hereunder,
without the express, prior written consent the other party, except as required
by applicable law or regulation.
28.0 ADMINISTRATION. SunConnect and NP shall, each assign a primary and
secondary individual to administer this Agreement throughout its term. Each
party shall inform the Administrator of the other in writing of a change of
Administrator or such Administrator's address or telephone number. SunConnect's
Administrators shall be:
PRIMARY ADMINISTRATOR
Michael Hutchings
SunConnect Technology Enterprises, Inc.
2475 Garcia Avenue, M/S MTV 14-40
Mountain View, CA 94043
Ph: (415) 336-1005
Fax: (415) 336-3156
SECONDARY ADMINISTRATOR
Philippe Monot
Sun MicroSystems, Inc.
32, chemin du Vieux Chene
38240 MEYLAN
FRANCE
Ph: (011) 33.76.41.42.43
Fax: (011) 33.76.41.42.41
NP's Administrators shall be:
PRIMARY ADMINISTRATOR
Mitch Strobin
Network Peripherals, Inc.
19
<PAGE>
Milpitas, Ca. 95035
Ph: (408) 321-7300
Fax: (408) 321-9218
SECONDARY ADMENISTRATOR
William F. Kelly
Network Peripherals Inc.
Milpitas, Ca. 9503
Ph: (408) 321-7300
Fax: (408) 321-9218
29.0 GENERAL.
29.1 Entire Agreement. This Agreement and all of its referenced
Exhibits, constitutes the entire agreement between the parties with respect to
the subject matter hereof and supersede all prior proposals, negotiations and
communications, oral or written, between the parties with respect to the subject
matter hereof. No deviation from these provisions shall be binding unless in
writing and signed by an authorized representative of the party to be charged.
29.2 Governing Law. This Agreement shall be governed by and
construed in accordance with the laws of the State of California applicable to
contracts made and wholly to be performed in California by residents of
California. The parties specifically agree that the 1980 United Nations
Convention on the International Sale of Goods shall not apply to this Agreement.
The parties agree that the exclusive jurisdiction and venue of any action
between the parties arising out of this business relationship, including
disputes that may arise following termination of this Agreement, shall be the
Superior Court of California for the County of Santa Clara or the United States
District Court for the Northern District of California and each of the parties
hereby submits itself to the exclusive jurisdiction and venue of such courts for
purposes of such action.
29.3 Assignment. The rights, duties and obligations either party
under this Agreement may not be assigned in whole or in part by operation of law
or otherwise without the prior express written consent of the other party, which
consent shall not be unreasonably withheld, and any attempted assignment of any
rights, duties or obligations hereunder without such consent shall be null and
void, except that SunConnect may assign its rights and obligations without NP's
consent, to a corporation or other entity which is controlled by, under common
control with, or controls SunConnect Microsystems, Inc. This Agreement shall be
binding on the parties and their respective successors and permitted assigns.
29.4 Notices. Any notice required or permitted to be given under
this Agreement shall be given in writing and shall be deposited, postage
prepaid, certified mail return receipt requested, in the United States mail,
addressed to SunConnect or NP as the case may be, at the address set forth above
or at such other address as may be given in writing.
29.5 Waivers, Severability. All rights and remedies conferred
under this Agreement or by any other instrument or law shall be cumulative and
may be exercised singularly or concurrently. Failure by either party to enforce
any provision shall not be deemed a waiver of future enforcement of that or any
other provision. In the event that any portion of this Agreement shall be held
to be unenforceable, the remaining portions of this Agreement shall remain full
force and effect.
29.6 Force Majeure. Neither party shall be liable for any delay or
failure in performance hereunder caused by acts of God or other cause beyond the
parties control and without fault or negligence of such party. In the event NP
fails to deliver OEM Product due to such causes, SunConnect may suspend this
Agreement in whole or in part for the duration of the delaying cause, and at
SunConnect's option, buy the OEM Product(s) elsewhere and deduct from any
milestone or commitment to NP the quantity so purchased. NP shall resume
performance under this Agreement immediately after the delaying
20
<PAGE>
cause ceases and, at SunConnect's option, extend the Initial Term and/or Term
for a period equivalent to the length of time the excised delay endured.
29.7 Survival. Notwithstanding the termination or expiration of
the term of this Agreement or any renewal period thereof, it is acknowledged and
agreed that those rights and obligations which by their nature are intended to
survive such expiration or earlier termination shall survive including, without
limiting the foregoing, Sections 15.7, 15.8, 20, 21, 23, 25, and 29.
29.8 Exhibits. The following is the list of Exhibits which are
attached hereto and incorporated herein by this reference as if set forth in
full:
Exhibits A, A-1 and A-2: Product Specification
A-3 Pre-FCS Quality Assurance Plan
A-4 BOM
B. Development Schedule
C. Sun-Unique Elements
D. * "Confidential portion has been omitted and filed
separately with the Commission."
E. Support *
F. Procedures for Board Replacement (In and out of
warranty)
G. [This Exhibit does not exist]
H. [This Exhibit does not exist]
I. * "Confidential portion has been omitted and filed
separately with the Commission."
J. Quality Systems Manual
K.-1 Inbound/Outbound Packaging Requirements *
K-2 Engineering Specification for Part Identification
Label * -
K-3 Corporate Shipping Container Graphics Guideline *
K-4 Shipping Carton Color Standard *
K-5 Specification for A SunConnect Color SunConnect
Medium Purple *
K-6 Routing Guide *
L. [This Exhibit does not exist]
M. List of SunConnect Suppliers from whom NP can
purchase
21
<PAGE>
N. Pricing and Leadtimes
0. Shipping Reports
R EDI *
Q. Information Required for Contingent Manufacturing
IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by
their duly authorized representatives.
Accepted for SunConnect: Accepted for NP:
SUN TECHNOLOGY ENTERPRISES, INC. NETWORK PERIPHERALS INC.
BY: ____________________________ BY: ________________________
NAME: ____________________________ NAME: ________________________
TITLE: ____________________________ TITLE: ________________________
DATE: ____________________________ DATE: ________________________
22
<PAGE>
Exhibit A: SunLink FDDI/S3.x
Product Specifications
______________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
Exhibit A-1: SunLink FDDI/S3.0
Product Specifications
______________________________________________________
This document defines the SunLink FDDI/S 3.0 product
line.
Please refer to the exhibit A for general description
of the product line.
A more detailed specification is given below.
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
Exhibit A-2: SunLink FDDI/S3.1
Product Specifications
______________________________________________________
This document defines the SunLink FDDI/S 3.1 product
line.
Please refer to the exhibit A for general description
of the product line and to the exhibit A-1 for general
description of the SunLink FDDI/S 3.0 products.
As a general policy, the SunLink FDDI/S 3.1 products
are a superset of the SunLink FDDI/S 3.0 products. All
the hardware, driver, compatibility, performance,
security, compliance, packaging, documentation, etc.,
features described in the SunLink FDDI/S 3.0
specifications are applicable to the SunLink FDDI/S
3.1 products.
This document only describes new additional features
which may not be included in the SunLink FDDI/S 3.1
products.
All the functionalities described in this
specification are already described as optional
features in the SunLink FDDI/S 3.0 specification.
Therefore, they may already be included in the SunLink
FDDI/S 3.0 products. Depending on the number and the
importance of the features which are not included in
the SunLink FDDI/S 3.0 products and remain to be
implemented, SunConnect may decide not to require the
release of the SunLink FDDI/S 3.1 product line.
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
Exhibit A-3: SunLink FDDI/S3.x
Pre-FCS Quality Assurance Plan
______________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
EXHIBIT A-4
FDDI/S 3.0 PRODUCT DEFINITION
for OEM Products including Derivative Products
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit B: SunLink FDDI/S 3.x
Development Schedule and Deliverables
______________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
Exhibit C: SunLink FDDI/S3.x
Sun Unique Elements
______________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
EXHIBIT D
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
SCHEDULE D-1
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
EXHIBIT E
SUPPORT REQUIREMENTS
1. DEFINITIONS
1.1 "Supported Products" means the SunLink FDDI/S v. 1.0 and 2.0 (both
software and hardware components) and the OEM Products.
1.2 "Enhancement Release" means a hardware or software product which
typically includes incremental improvements to a product's functionality or
performance. An Enhancement Release is generally characterized by a single digit
change to the right of the decimal point (tenths) of an existing version of a
software product, i.e., X.(X).X.
1.3 "Escalation" means a bug, error or other problem with the Supported
Products that is referred by SunConnect to NP. Escalations are rated according
to their severity (urgency for response) as follows:
o Meltdown/Priority 1 Escalations are problems which
require an immediate response, such as the customer's
system being down.
o Hot/Priority 2 Escalations are problems which require a
very prompt but not an immediate response, such as the
customer's system being operational but with significant
degradation or loss of features.
o Warm/Priority 3 Escalations are problem which do not
require as immediate or prompt a response as
Meltdown/Priority 1 or Hot/Priority 2 Escalations because
they have a less severe impact on the customer.
1.4 "Maintenance Release" means a release of a software product or
component typically to correct errors to enable the product or component to meet
its published functionality. A Maintenance Release is usually developed to
incorporate error corrections and/or patches. A Maintenance Release is typically
characterized by a change in the digit to the extreme right of the decimal point
(hundredths) of an existing version of a software product, i.e., X.X.(X).
1.5 "Services" means the on-call support, escalation management,
problem determination, maintenance and other software support services.
1.6 "Workaround" means a method a customer can use to avoid a problem.
Provides a customer with short term approach to dealing with known problems.
2. NP SUPPORT OBLIGATIONS
<TABLE>
2.1 On-Call Support and Escalation Management. Escalations will be
referred to NP only by the SunConnect designated contact person(s). NP shall
provide engineering support for Supported Products and shall have available
sufficient trained and qualified support engineers to perform Services within
the response times set forth as follows:
<CAPTION>
- -------------------------- -------------------------- ------------------------- ---------------------------
SunConnect Callback;
NP Engineer Assigned; Fix, Workaround, or
Initial action Plan to Long-Term Action Plan
Call Priority SunConnect Status Reports to SunConnect
- -------------------------- --------------------------------------------------------------------------------
<S> <C>
1 * "Confidential portion has been omitted and filed separately with the
Commission."
- -------------------------- --------------------------------------------------------------------------------
2 * "Confidential portion has been omitted and filed separately with the
Commission."
- -------------------------- --------------------------------------------------------------------------------
3 * "Confidential portion has been omitted and filed separately with the
Commission."
- -------------------------- --------------------------------------------------------------------------------
</TABLE>
Days and hours shall be measured according to continuous business hours. Defined
as: Monday through Friday; 8:00 am to 5:00 pm Pacific Time, excluding US
nationally recognized holidays. NP shall meet response time requirements for at
least 90% of calls or reports from SunConnect.
<PAGE>
EXHIBIT E (con't)
2.2 Support Information Access: The SunConnect Contact Person will be
responsible for assigning Escalations to NP and for providing NP with
appropriate background information related to such Escalations. Such information
may include prior analysis or traces performed on the problem, and any relevant
bug track entries. All requests by NP for additional information relating to a
particular Escalation shall be addressed to and responded to by SunConnect's
Contact Person or such other person as may be designated by SunConnect.
2.3 Problem Determination. NP is responsible for (i) determining the
nature and cause of an Escalation; and (ii) creating a problem/solution synopsis
for each Escalation. The initial action plan shall include the responsible
engineer assigned, results of the initial investigation, verifying that it is a
bug and a fix/workaround will be provided, what will be the next steps taken,
when a fix/workaround and update will be provided.
2.4 Workarounds. NP shall attempt to provide Workarounds wherever
appropriate in response to Escalations until a Modification can be created.
Appropriate documentation/integration notes are required. Information regarding
Workarounds shall be submitted by NP to SunConnect.
2.5 Error Corrections/Patches. NP shall use reasonable efforts to
create Patches to fix Supported Product defects and test and integrate any such
fix in a format acceptable to SunConnect. NP shall provide Patches to SunConnect
in an object code master copy for duplication and distribution. NP will maintain
a copy of all Patches and problem workarounds produced and will make backup
tapes containing all then current source and patch directories for the Supported
Products available for inclusion into the Escrow Account.
2.6 Transfer of Responsibility. If ongoing support will be provided by
someone other than NP, NP agrees to make reasonable efforts to notify SunConnect
to preliminary details of the transition agreement a minimum of 90-days in
advance of the transaction of SunConnect to verify the new owner is prepared to
assume the responsibility. NP shall make best efforts to address issues that
impact SunConnect's support operations.
2.7 * "Confidential portion has been omitted and filed separately with
the Commission."
2.8 * "Confidential portion has been omitted and filed separately with
the Commission."
2.9 Inability to Support FDDI 1.0 and 2.0. If, after the diligent
exercise of all reasonable commercial efforts NP is unable to provide support,
workarounds; or spares for SunLink 1.0 or 2.0 products, then NP may notify
SunConnect's Administrator and shall provide SunConnect with all information
relating to the problem and NP's efforts to resolve such problem. Upon receiving
the required notice and information from NP, SunConnect shall assume
responsibility for developing a solution, with NP's reasonable assistance.
<PAGE>
EXHIBIT E (con't)
3. TRAINING AND CONSULTATION
3.1 Transfer of Information (TOI). This Section 3.1 shall not apply to
Maintenance Releases. For each new Enhancement Release, NP shall ensure
SunConnect receives Transfer of Information (TOI) ten (10) weeks prior to
product release. The Initial TOI will be completed by FCS Code Freeze. NP shall
offer one train-the-trainer session at a central SunConnect designated facility,
and agrees to videotape the session for SunConnect duplication and distribution.
The Initial TOI will be ready within seven (7) days following FCS Code Freeze.
Content of the TOI must include the following to a sufficient level of detail:
Product Overview
Features
Limitations
File Descriptions
External Specification (Functional Spec)
Theory of Operation - detail of installation, configuration
Walk through of product install, config, deinstall
Troubleshooting/Diagnostics
Known Bugs
Common User Errors
Troubleshooting tools and Diagnostic techniques
Support Center requirements
Recommended Support Strategy
3.2 Customer Training. Upon SunConnect's specific request and with NP's
agreement, NP shall be available to participate in training of SunConnect's
distributors and resellers in providing support services for the Supported
Products. Such training may include both creating and conducting training
programs.
3.3 Responses to Questions. NP shall answer technical questions on the
Supported Products from SunConnect's "support" alias, or other such restricted
access aliases for support purposes. Until NP is provided access to such aliases
SunConnect shall monitor such aliases and provide NP the questions that require
answers. NP agrees to use reasonable commercial efforts to meet such response
time guidelines that might exist for such aliases. Upon SunConnect's specific
request, NP agrees to assist, as appropriate, in responding to technical
questions from Sunconnect's other aliases for the Supported Products, including
without limitation questions received via the "net amb" and "fddi-interest"
email aliases.
4. NEW OEM PRODUCT RELEASE SUPPORT DELIVERABLES
4.1 Support Deliverables. This Section 4.1 shall not apply to
Maintenance Releases nor to the initial release of the OEM Products. For each
new Enhancement Release of the OEM Products, NP shall ensure that support
deliverables are provided to SunConnect within the time frame required to ensure
support readiness at product introduction:
Deliverable: Weeks Prior to FCS:
Product/Doc Evaluation Copy * "Confidential
Product/Structure Information portion has been
Business Information & TOI Information omitted and filed
Electronic copy of SW/Docs separately with
the Commission."
<PAGE>
EXHIBIT E (con't)
5. FDDI/S 1.0 and 2.0 Support
5.1 Level of Support. NP shall provide hardware and software support
for the FDDVS 1.0 and 2.0 products to the extent of Maintenance Releases only.
NP shall not be required to manufacture or make substantial changes to the
hardware. If hardware changes are required and SunConnect requests NP to manage
the change process then SunConnect will be responsible for all SunConnect
approved expenses incurred by NP.
5.2 Platforms Supported. The following system platforms shall be
supported:
* "Confidential portion has been omitted and filed separately with
the Commission."
5.3 Operating Systems Supported. The following Sun Operating Systems
shall be supported:
* "Confidential portion has been omitted and filed separately with
the Commission."
<PAGE>
Exhibit F
_________________________________________________________________
Network Peripherals
Out of Warranty Repair Policy 1
Hardware Service Details
1 Network Peripherals reserves the right to change any portion of this
policy in the future.
2 Network Peripherals will update records to reflect the shipment of a
replacement product. In this case the * "Confidential portion has been
omitted and filed separately with the Commission." warranty will be in
effect for the replacement product.
3 International deliveries will be via the standard service available
through the current carrier.
<PAGE>
EXHIBIT I
NETWORK PERIPHERALS INC.
SOURCE CODE LICENSE AGREEMENT
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit N: Pricing and Lead Time (all prices in US dollars)
________________________________________________________________________________
1. Standard OEM Products
* "Confidential portion has been omitted and filed separately with the
Commission."
2. Derivative Products
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit N: Pricing and Lead Time (all prices in US dollars)
________________________________________________________________________________
3. Lead-time for Standard OEM Products will be * "Confidential portion has
been omitted and filed separately with the Commission."
4. Flexibility of increases to Standard OEM Product orders.
Table 3 Lead-time vs. % Increase
--------------------- ---------------------
Lead-time Max. % Increase
--------------------- ---------------------
12 weeks + * "Confidential
8 to 12 weeks portion has been
6 to 8 weeks omitted and filed
4 to 6 weeks separately with the
0 to 4 weeks Commission."
--------------------- ---------------------
5. Support of SunConnect's 1.0 and 2.0 FDDI Sbus product line.
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
EXHIBIT O
SHIPPING REPORTS
A. NP shall provide the appropriate SunConnect materials management personnel
(as identified by the SunConnect Administrator) with the following reports.
1. Weekly Performance Against Schedule ("PAS") Reports on the first business day
of each week, even if there has not been any change in the information since the
last PAS Report. The PAS Report shall include the information specified below.
A. Product Information. Open purchase orders and line numbers,
SunConnect's manufacturing part numbers, order date, open quantity, balance due
and order status.
B. Shipping Information. Agreed Delivery Dates, actual ship
dates, date of arrival, shipping method, and airbill or bill of lading number,
if possible.
2. Outbound Shipment Report within twenty-four (24) hours of the date of any
shipment of OEM Products to SunConnect. The Outbound Shipment Report shall
include the information specified below.
A. Product Information. Purchase order and line numbers, part
number, quantity
B. Shipping Information. Airbill or bill of lading number,
carrier, expected delivery date, and name of contact person at NP to contact
B. The parties will work together to develop a prototype form of monthly summary
report prior to shipment of the beta version of the OEM Products, and a final
form of monthly summary report prior to FCS of the OEM Products.
<PAGE>
EXHIBIT P
ELECTRONIC DATA INTERCHANGE
TRADING PARTNER
1.0 Definitions.
For the purposes of this Exhibit, the following definitions shall
apply:
1.1 "EDI" means electronic data interchange.
1.2 "Transaction Set" is the collection of data that is exchanged
in order to convey meaning between the parties engaged in EDI
1.3 "Third Party Network Service Provider" or "Provider" is a
business entity that provides the service of moving and
routing EDI transmissions between trading partners.
1.4 "Enhanced Security" is a process for providing additional
security, beyond what is offered by the Provider, that the
trading partners may agree to use.
1.5 "Transaction Set Control Number" or "Header Control Number" is
an identifying number in the beginning of a Transaction Set
that can be referenced in exchanging information.
1.6 "Transaction Set Control Number" or "Trailer Control Number"
is an identifying number at the end of a Transaction Set that
must have a corresponding Header Control Number.
1.7 "Functional Group" is a group of similar Transaction Sets that
is bounded by a Functional Group header arid a Functional
Group trailer.
1.8 `Interchange Control Number' is an identifying number that is
contained in the interchange header and trailer and that is
used by the receiving party to acknowledge receipt of this
inter-change header and trailer.
1.9 "Data Interchange Control Number" is an identifying number
that is contained in the Functional Group header segment and
Functional Group trailer segment and is used by the receiving
party to acknowledge receipt of a Functional Group to the
sending party. This Data Element in the header and trailer
segments provides the control information needed by the
trading partners associated with the exchange of Functional
Group information.
1.10 "Data Element" is the smallest named unit of information in
the Transaction Set.
1.11 "Segment" or "Data Segment" is an intermediate unit of
information in a Transaction Set. Segments are defined in the
segment directory. The segment directory defines each Segment
by its name, purpose and identifier.
1.12 "Line Item" is a Data Element in the Transaction Set that is
used to provide a specific type of Hash Total.
1.13 "Hash Total" is the sum of values of a specific Data Element.
1
<PAGE>
2.0 Prerequisites.
2.1 Documents, Standards.
Each party may electronically transmit to or receive from the
other party any of the Transaction Sets listed in Exhibit P-1
and Transaction Sets which the parties, by written agreement,
add to said Exhibit. All Transaction Sets shall be transmitted
in accordance with the standards set forth in Exhibit P-1. Any
transmission of data which is not a Transaction Set shall have
no force or effect between the parties.
Precise procedures to be used in handling Transaction Sets are
incorporated in Exhibit P-1. These procedures include
assignment of confidential and unique access codes for each
party which will then be used to authenticate each Transaction
Set, along with such other matters as the parties consider
appropriate.
2.2 Third Party Network Service Providers.
Transaction Sets will be transmitted electronically to each
party through any Provider with which either party may
contract. The Provider for each party is identified in Exhibit
P-1. Either party may change its designated Provider upon
thirty (30) days prior written notice to the other party.
Each party shall be responsible for the costs of any Provider
with which it contracts.
2.3 System Operations.
Each party, at its own expense, shall provide and maintain the
equipment, software, services and testing necessary to
effectively and reliably transmit and receive documents.
If Provider is down and this prevents either party from
meeting the pickup or delivery frequency agreed to, that party
must notify the other party the same day.
2.4 Security Procedures.
Each party shall properly use security procedures which are
reasonably anticipated to: (a) ensure that all transmissions
of Transaction Sets are authorized and (b) protect its
business records and data from improper access. Both parties
agree to preserve and safeguard the confidentiality of all
data exchanged via EDI, and will not disclose any data to any
third party, individual or corporation without the owning
party's prior written consent.
2.5 Electronic Signatures.
The parties may agree to apply special protection, where
permissible, by encryption or by other means, to some or all
data exchanged between them. If special protection is
required, it will be identified in Exhibit P-1.
3.0 Transmissions.
3.1 Proper Receipt.
Transaction Sets shall not be deemed to have been property
received, and no Transaction Set shall give rise to any
obligation, until accessible to the receiving party at such
party's electronic mailbox.
2
<PAGE>
3.2 Verification.
Upon receipt of any Transaction Set, the receiving party shall
promptly and properly transmit a functional acknowledgment in
return within one (1) business day after receipt of a
Transaction Set.
3.3 Acceptance.
An electronic transmission of data shall be deemed complete
and a Functional Group accepted, when the receiver of the
transmission verifies by functional acknowledgment that:
A. The standards specified in Exhibit P-1 are
met;
B. The actual quantity of Functional Groups,
Transaction Sets, Segments, Line Items and
Hash Totals received within the
transmission equals the quantity the party
has identified as being included, using
the appropriate control fields specified
in Exhibit P-1.
3.4 Garbled Transmissions.
If any Transaction Set is received in an unintelligible or
garbled form, the receiving party shall promptly notify the
originating party (if identifiable from the received
Transaction Set) in a reasonable manner. In the absence of
such notice, the originating party's records of the contents
of such Transaction Set shall control.
3.5 Erroneous Transmissions.
If either party receives a Transaction Set from the other
party which differs from the applicable terms and conditions,
(e.g., an Order with a price, quantity or schedule different
than that mutually agreed upon), the receiving party shall
promptly contact the sending party to confirm the accuracy of
the Transaction Set.
3.6 Faulty Transmissions.
In the event either party receives a Transaction Set which
contains any evidence of faulty transmission, the receiving
party shall contact the sending party, reject the Transaction
Set and request that the Transaction Set be re-sent.
4.0 Terms and Conditions.
4.1 Validity, Enforceability.
This Exhibit evidences the mutual intent of the parties to
create a binding purchase and sale obligation pursuant to the
electronic transmission and receipt of documents, specifying
certain of the applicable terms. During the term of the
Agreement, all obligations concerning the delivery of such
Transaction Sets in written form may be fulfilled by a
transmission. pursuant to the terms of this Exhibit. However,
either party shall have the option, at its discretion, to
transmit Transaction Sets in written form to the other party.
3
<PAGE>
Any Transaction Set properly transmitted pursuant to this
Exhibit, including without limitation Exhibit P-1 ("Signed
Documents"), shall be considered. in connection with any
transaction, or this Exhibit, to be a "writing" and to have
been "signed" and to consume an "original" when printed from
electronic files or records established and maintained in the
normal course of business.
The parties agree that the provisions of the Uniform
Commercial Code, Section 2-201 ("Formal Requirements: Statute
of Frauds"), shall not apply to Transaction Sets covered by
this Exhibit since hard copies of Transaction Sets will not be
issued, and the parties further agree that said Transaction
Sets shall be deemed to satisfy any statutory or legal
formalities requiring that agreements be in writing,
including, but not limited to the Statute of Frauds.
The conduct of the parties pursuant to this Exhibit, including
the use of Signed Documents properly transmitted pursuant to
this Exhibit, shall, for all legal purposes, evidence a course
of performance accepted by the parties in furtherance of this
Exhibit.
The parties agree not to contest the validity or
enforceability of Signed Documents under the provisions of any
applicable law relating to whether certain agreements be in
writing and signed by the party to be bound thereby. Signed
Documents, if introduced as evidence on paper in any judicial,
arbitration, mediation or administrative proceedings, will be
admissible as between the parties to the same extent and under
the same conditions as other business records originated and
maintained in documentary form. Neither party shall contest
the admissibility of copies of Signed Documents under either
the business records exception to the hearsay rule or the best
evidence rule on the basis that the Signed Documents were not
originated or maintained in documentary form.
4
<PAGE>
EXHIBIT P-1
1.0 Transaction Sets.
All Transaction Sets contemplated by this Agreement shall be
transmitted and formatted in accordance with the American National
Standard Institute Business Data Interchange (ANSI X12) Standard, as
reflected in the number, version and date column set forth below
beside each Transaction Set. This also includes the data dictionary,
segment directory, and transmission controls published as X12
standards.
1.1 Transaction Sets to be transmitted by Seller to Sun.
Communication Number Version Date
------------- ------ ------- ----
1.2 Transaction Sets to be transmitted from Sun to Seller.
Communication Number Version Date
------------- ------ ------- ----
2.0 Providers.
All Transaction Sets contemplated by this Agreement will be channeled
through Providers. Sun and Seller shall each assign a Provider as
follows:
2.1 Sun's Provider.
_________________________________
_________________________________
_________________________________
_________________________________
2.2 Seller's Provider.
_________________________________
_________________________________
_________________________________
_________________________________
3.0 Transmission Requirements.
For each Transaction Set, the Header Control Number Data Element must
have an identical corresponding value in the Trailer Control Number
Data Element for all control Segments as follows:
1
<PAGE>
1 The value for the Interchange Control Number contained in Data Element
ISA13 for a transmission must equal the value for Data Element IEA02
that is contained in the transmission.
2. The value for the Data Interchange Control Number contained in Data
Element GS06 must equal the value for Data Element GE02 that is
contained in that Functional Group.
3. The value for the Transaction Set Control Number contained in Data
Element ST02 for a Transaction Set must equal the value for Data
Element SE02 contained in that Transaction set.
In addition, the following requirements must be met:
A. The actual quantity of Functional Groups received within the
transmission must equal the quantity the trading partner has identified
as being included, As contained in the IEA01 Data Element;
B. The actual quantity of Transaction Sets received with the transmission
must equal the quantity the trading partner has identified as being
included, as contained in the GE01 Data Element;
C. The actual quantity of Segments included within each Transaction Set
must equal the quantity the trading partner has identified as being
included, as contained in the SE01 field;
D. The actual quantity of Line Items included within each Transaction Set
must equal the quantity the trading partner has identified as being
included, as contained in the CTT01 field; and
E. The Hash Totals contained in the CTT02 field must equal the sum of
values as defined in each Transaction Set.
2
<PAGE>
Exhibit Q
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
AMENDMENT #1 TO SUN MICROSYSTEMS, INC.
DEVELOPMENT AND PURCHASE AGREEMENT
Sun Microsystems, Inc. ("Sun") and Network Peripherals Inc. ("NP") hereby agree
to amend the Development and Purchase Agreement between them dated 2/25/94
("Agreement") as follows:
1. SunSoft, Inc., a subsidiary of Sun Microsystems, Inc., hereby transfers
administration of the above referenced agreement to Sun Microsystems
Computer Company, a division of Sun Microsystems, Inc.
2. All references to "SunConnect" in the Agreement are replaced by "Sun".
3. In all sections, where applicable, reference to "Sunlink FDDI/S" is
changed to "Sun FDDI(TM)".
4. In the event of a conflict between the terms and conditions of this
Amendment No. 1 and the Agreement as it relates to the OEM Products
listed in Exhibit N, this Amendment No. 1 shall take precedence.
5. Reference Section 1.4, 2.3 and 2.4. There are no "Development
Deliverables" associated with the OEM Products set forth in Exhibit N.
6. Reference Section 1.11. Sun-unique Elements. Delete reference to "Exhibit
C" and substitute "Exhibit G".
7. Reference Section 1.12. For the purpose of this Agreement "Service
Providers" shall include "Sun-authorized third party maintainers (TPMs)".
8. In the third line of Section 3.3 after "documents" add "and Sun FDDI
documents".
9. Add at the end of Paragraph 5. 1: "In the event of a conflict between the
terms and conditions of Exhibits E and R, Exhibit R (Customer Support
Provisions) attached hereto and incorporated hereby by this reference.
Exhibit R shall take precedence."
10. Delete Paragraph 5.3 in its entirety.
11. Add at the end of Section 8. 1: "NP agrees to comply with the provisions
of Exhibit C, Supplier's Quality Program, attached hereto. In the event
of a conflict between Exhibit C and any other exhibits regarding quality
of the OEM Products, Exhibit C shall take precedence."
12. In the ninth line of Section 8.2 after "(Trademark License)" insert "and
Exhibit C".
13. Delete the 4th and 5th sentence of Section 8.3.a in their entirety and
substitute the following: "By the release of Sun FDDI 5.0, NP will
identify and reach terms with a compact disk manufacturer. Sun will
provide the necessary copyright information and product disclaimers to be
included. Sun must approve the initial procedures and file organization
before CD masters are created. Sun agrees to reimburse Supplier for the
costs of CD mastering which are estimated at $2500 to $3000."
14. Delete Section 8.4 in its entirety and substitute the following: "8.4
Copyright Notices. Documentation shall bear copyright notice(s) as
provided by Sun."
15. In Section 8.6 after "interconnectability" insert "serviceability".
16. Delete Section 9.3 in its entirety and substitute the following:
"9.3 Forecast: Sun shall provide Supplier with a * "Confidential
portion has been omitted and filed separately with the
Commission." rolling forecast of its intended purchases by the
first Monday of each month, with the first * "Confidential
portion has been omitted and filed separately with the
Commission." broken out by week. Such forecast is for Supplier's
convenience only and shall in no way create an obligation on
Sun's part to meet such forecast.
Sun acknowledges that in order to support the agreed upon
leadtime, Supplier may be required to acquire certain unique
and/or long lead time materials ("Materials") well in advance of
receipt of Sun's purchase orders and to support Sun's forecast.
The description of Materials and their respective leadtimes are
set forth in Exhibit N-1. Sun's liability for Materials is
limited to those conforming materials ordered in the minimum
quantities and leadtimes which were strictly necessary to build
Product in order to meet Sun's purchase orders and forecast.
17. Delete the last sentence of Section 10.4 and substitute the following:
"Sun agrees to respond to NP within ten (10) days after receipt of such
notification by Sun's Administrator whether Sun accepts or rejects the
price changes."
January 16, 1996 ff 1 Network Peripherals, Inc.
<PAGE>
18. Delete Section 14.1 in its entirety and substitute the following:
"14.1 Rescheduling: Sun may reschedule delivery of all or part of any
purchase order, at no charge, to a date after the agreed delivery
date as follows:
Notice Maximum Reschedule Period Maximum Reschedules
0-30 days * "Confidential portion has been omitted and filed
separately with the Commission."
30+ days * "Confidential portion has been omitted and filed
separately with the Commission."
* "Confidential portion has been omitted and filed separately with
the Commission."
19. Delete Section 14.2 in its entirety and substitute the following:
"14.2 Cancellation:
* "Confidential portion has been omitted and filed separately with the
Commission."
20. Delete Section 18.3 in its entirety and replace with " 18.3 Product
Discontinuance by Sun. Sun agrees to give NP * "Confidential portion has
been omitted and filed separately with the Commission." notice prior to
discontinuing an OEM Product. NP shall use its best efforts to control
inventory levels and costs during Product phase-out."
21. * "Confidential portion has been omitted and filed separately with the
Commission."
22. * "Confidential portion has been omitted and filed separately with the
Commission."
23. * "Confidential portion has been omitted and filed separately with the
Commission."
24. * "Confidential portion has been omitted and filed separately with the
Commission."
25. In the sentence of Section 23.2 delete "twenty (20) days after receipt of
notification or as otherwise agreed to between the parties" and
substitute "the number of days specified in Exhibit R".
26. In the first line of Section 24 delete "Subject to the provisions of
Section 24.1 ("Assignment")".
27. Section 24, Administration. Delete Sun's and NP's Administrators and
replace with.
"Primary Administrator Secondary Administrator
Yoshikazu (Roy) Hirotsuka Flora Ford
Sun Microsystems Inc. Sun Microsystems Inc.
2550 Garcia Avenue, UMIL01-120 2550 Garcia Avenue, UMIL01-103
January 16, 1996 ff 2 Network Peripherals, Inc.
<PAGE>
Mountain View, CA 94041 Mountain View, CA 94041
Ph:(408)276-2186 Ph: (408) 276-3945
Fax: (408) 263-0807 Fax: (408) 263-3592
Meena Bhatia Dane Iverson Gegal Department)
Network Peripherals, Inc. Network Peripherals, Inc.
1371 McCarthy Boulevard 1371 McCarthy Boulevard
Milpitas, CA 95035 Milpitas, CA 95035
Ph:(408)321-7206 Ph: (408) 321-7300
Fax: (408) 321-9218 Fax: (408) 321-9218"
28. In Section 29.7 add at the end "and Exhibits C and R".
29. Add at the end of Section 29.8:
"C - Supplier's Quality Program*
G - Sun-Unique Elements
N-1 - Pricing and Leadtimes for New OEM Products
R - Customer Support Provisions *
30. Add a new Section 29.9 as follows: "29.9 Environment. Consistent with the
U.S. Clean Air Act of 1990, Supplier shall use reasonable efforts to give
Sun as much notice as is practicable in the event Supplier uses ozone
depleting chemicals in the manufacture of the Products. Sun reserves the
right to reject any Products manufactured utilizing or containing such
materials if Sun has not previously been notified of the same."
31. Exhibit A titled "Sun FDDI SBus Adapter 4.0 Product Specifications" is
attached hereto and incorporated herein by this reference.
32. Exhibit C dated November 27, 1995 is attached hereto and incorporated
herein by this reference. Exhibit C-1 dated November 29. 1995 is attached
hereto and incorporated herein by this reference.
33. Exhibit G-1 dated December 20, 1995 is attached hereto and incorporated
herein by this reference.
34. Exhibit F is deleted in its entirety.
35. Exhibit N dated 2/24/94 is deleted in its entirety and replaced by
Exhibit N dated November 27, 1995 attached hereto and incorporated herein
by this reference.
Except as so amended, the Agreement is confirmed in its entirety.
SUN MICROSYSTEMS, INC., NETWORK PERIPHERALS INC.
acting by and through its division,
Sun Microsystems Computer Company
BY: __________________________ BY: ____________________________
NAME: __________________________ NAME: ____________________________
TITLE: __________________________ TITLE: ____________________________
DATE: __________________________ DATE: ____________________________
SUNSOFT, INC.
BY: __________________________
NAME: __________________________
TITLE: __________________________
DATE: __________________________
January 16, 1996 ff 3 Network Peripherals, Inc.
<PAGE>
Exbihit A: Sun FDDI Sbus Adapter 4.0
Product Requirements
_______________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
EXHIBIT C
SUPPLIER'S QUALITY PROGRAM
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
EXHIBIT C-1
ADDITIONAL CUSTOMER SUPPORT REQUIREMENTS
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit G-1: Sun FDDI 4.0
SUN UNIQUE ELEMENTS
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
EXHIBIT J
- --------------------------------------------------------------------------------
NPI-QM-001
Copy Number: 1
Issued: 8/18/93
Network Peripherals
1371 McCarthy Boulevard
Milpitas, California 95035
QUALITY SYSTEMS MANUAL
[GRAPHIC OMITTED]
Approved: ____________________________________
Larry Margues, VP Manufacturing
Network Peripherals
Client Server Networking
- --------------------------------------------------------------------------------
<PAGE>
- --------------------------------------------------------------------------------
DATE: September 1993
NPI QUALITY MANUAL SECTION:
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
Approval Signatures
Vice President Manufacturing
---------------------------- -----------------
Materials Manager
---------------------------- -----------------
Mfg. Engineering Mgr.
---------------------------- -----------------
Production Manager
---------------------------- -----------------
Manager ISO
---------------------------- -----------------
<PAGE>
- --------------------------------------------------------------------------------
DATE: September 1993
NPI QUALITY MANUAL SECTION: A
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
Table of Contents
Section
A Table of Contents
B Revision Control Sheet
C Company Background
D Distribution Sheet
E Manual Structure and Status
1.0 Introduction
2.0 Scope
3.0 Definitions
4.0 Quality System Requirements
4.1 Management Responsibilities
4.2 Quality System
4.3 Contract Review
4.4 Design Control
4.5 Document Control
4.6 Purchasing
4.7 Purchaser Supplied Product
4.8 Product Identification and Traceability
4.9 Process Control
4.10 Inspection and Testing
4.11 Inspection, Measuring and Test Equipment
4.12 Inspection and Test Status
4.13 Control of Non Conforming Product
4.14 Corrective Action
4.15 Handling, Storage, Packing and Delivery
4.16 Quality Records
4.17 Internal Quality Audits
4.18 Training
4.19 Servicing
4.20 Statistical Techniques
<PAGE>
- --------------------------------------------------------------------------------
DATE: September 1993
NPI QUALITY MANUAL SECTION: B
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
Revision Control Sheet
Manual Revision Controlled By:
------------------------------------------------
Copy Number:
-----------
Manual Number
-----------
Revision Date Rev/Description By Approved
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
- ------- ------- ------------------- -------- ------------
<PAGE>
- --------------------------------------------------------------------------------
DATE: September 1993
NPI QUALITY MANUAL SECTION: C
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
Company Background
History
Network Peripherals was founded in March, 1989 by a group out of Sun
Microsystems engineering and marketing people. The founders brought to the
company extensive experience with Fiber Distributed Data Interface (FDDI)
technology and with the emerging market for network computing. During 1989 the
company completed a number of consulting contracts for key technology companies
in the emerging FDDI market.
In 1990, backed by venture capital investors, the company began the design and
manufacture of its initial product line. The first product to be introduced was
an FDDI adapter for the AT/ISA bus based systems. This product was delivered to
customers in September 1990. Since that time Network Peripherals has introduced
the industry's most comprehensive tine of work group FDDI products.
Corporate Profile
Network Peripherals designs, manufactures and markets high speed work group
networking solutions. As the computer market moves more toward client-server
systems, and as the performance of these systems increases, the demands on the
network are increased. Network Peripherals charter is to provide the networking
solution to these work group users. Currently, the company's products are based
on the FDDI standard. FDDI is an ANSI standard, 100 megabit/second local area
network that has ten times the bandwidth of Ethernet.
The company's products include a wide range of network adapter cards for
workstation and server systems, a tine of FDDI concentrators, and extensive
software support for most network operating systems.
Network Peripherals markets products in North America through Value Added
Resellers (VARs), distributors and OEMs. Outside of North America, the company
utilizes distributors to deliver its products to the global marketplace.
<PAGE>
- --------------------------------------------------------------------------------
DATE: September 1993
NPI QUALITY MANUAL SECTION: D
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
Distribution List For Controlled Copies
Copy Number Document Holder Location
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
- ------------ -------------------------- -------------------
<PAGE>
- --------------------------------------------------------------------------------
DATE: September 1993
NPI QUALITY MANUAL SECTION: E
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
1.0 MANUAL STRUCTURE AND STATUS
-------------------------------
This manual describes the quality management system in operation at Network
Peripherals. This manual is the primary reference document for all quality
related activities and is used for the purpose of auditing the effectiveness of
the quality management system, where appropriate, more detail is provided in
operating procedures which are in turn supplemented by work instructions.
1.1 Distribution
The Quality Manual is approved by the ISO Steering Committee upon release.
Manuals are controlled and uniquely numbered and provided with revision update
service through the Document Control Department. The Document Control department
will be responsible for issuing the manuals and maintaining a distribution list.
1.2 Change Control
The ISO Steering Committee will circulate draft revision copies to interested
parties and upon approval, Document Control will issue new controlled copies or
revisions. Draft copies are not maintained but are current at the time of issue.
Draft copies will be labeled "draft" with a red stamp.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 1.0
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
1.0 INTRODUCTION
----------------
The work accomplished at Network Peripherals includes the design and assembly of
a number of high performance work group networking products. The assembly
process includes the buildup of bare Printed Circuit Boards (PCB) into finished
networking products.
Information contained in this document may be amended or revised to conform with
individual customers, or with other contractual requirements. When necessary,
this manual and all its amendments and revisions will be coordinated with
Network Peripherals management and with our customers quality control
representatives.
1.1 Network Peripherals Quality Assurance
The primary means for quality assurance is inspection and test accomplished
during the assembly process and as a final check prior to shipment.
The facility uses a formal documentation control system to ensure that only
current revisions of needed documents are used. A Calibration control program is
used, if applicable, to ensure that equipment and tools used in the facility are
kept in a "fit-for-use condition." Pilot production lines are used to verify the
producibility of new designs and supplier partnership programs to track and
maintain the quality of components and subassemblies. Feedback on the quality of
produced product comes from both internal and external customers. This feedback
is used by management to evaluate and when applicable improve the quality
system.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 2.0
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
2.0 SCOPE
---------
This manual represents the top level document of the Network Peripherals quality
assurance system. It applies to all product lines produced by NPI. The
documented quality system that this manual represents is designed to fully meet
the requirements of the International Standards Organization (ISO) series 9001
quality system requirements.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 3.0
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
3.0 DEFINITIONS
---------------
The terms and definitions used in this manual are consistent with those of
ANSI/ASQC A3-1987 "American National Standard Quality Systems Terminology." A
copy of ANSI/ASQC A3-1987 is maintained by the Vice President of manufacturing.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.0
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.0 QUALITY SYSTEM REQUIREMENTS
-------------------------------
Every product must be provided with total conformance to documented
requirements. An accurate and continuous awareness of conformance is essential
to ensure customer satisfaction, provide timely and effective corrective action,
maximize the cost effectiveness of quality assurance activities, and provide a
factual basis for planned quality improvement activities. The accomplishment of
this basic objective shall be the purpose of the following elements for the
quality of manufacturing.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.1
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.1 MANAGEMENT RESPONSIBILITY
-----------------------------
4.1.1 Purpose
This section describes the means by which Network Peripherals acknowledges its
responsibility for quality by providing a quality policy, establishing an
individual management responsibilities, including a management representative,
and conducting quality system reviews.
4.1.2 Quality Policy
Network Peripherals is committed to provide quality products that meet the
schedules required by our customers and in accordance with ISO9000. Quality at
NPI is an integration of efforts, innovation, ethical behavior, education, and
pride in workmanship. Controls shall be established to ensure that all products
provided to our customers conform to all requirements. Our quality and
management ideology, listed below, is provided to new employees as part of our
hiring orientation and is reinforced as part of our continuing education and
training program.
NPI Quality and Management Ideology
-----------------------------------
- Quality is a focus
- Defects can be reduced to zero
- Productivity and quality are synonymous
- Workers have both the responsibility and authority to stop production
- Quality is the responsibility of all employees
- Quality is viewed from our customer's perspective.
- Management is participate
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.1
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.1.3 Organization
The responsibility, the authority, and the interrelationship of all personnel
who manage, perform, and verify work affecting quality shall be defined by the
respective unit.
4.1.3.1 Administration
The Quality Management function shall administer the quality and the
reliability aspects of our products and services. The activities
dealing with product reliability and product quality can be described
as follows:
(1) Reliability Function - Primarily an engineering function, which
places emphasis on the development phase of new products to
ensure the following requirements:
(a) that the design is inherently reliable with respect to
meeting the functional and life requirements of the
applications in which the product will be used;
(b) that the producibility of the design is consistent with
capabilities of manufacturing;
(c) that the design requirements are adequately documented on
drawings and specifications;
(d) that sufficient testing and evaluation of the product is
undertaken to demonstrate its capability to meet specified
requirements.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.1
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
- --------------------------------------------------------------------------------
(2) Quality Function - Places emphasis on the manufacture of the
products to ensure that dimensional, material, and visual
characteristics of the design as documented on drawings,
specifications, and quality standards are consistently produced;
and that products of unacceptable quality are prevented from
reaching the customer. This function includes both the appraisal
(quality control) function and the planning/prevention (quality
engineering) function. The planning/prevention function shall
include initiation and follow-up of activities to prevent
occurrence of product non conformance.
- --------------------------------------------------------------------------------
B. Verification Resources and Personnel
Management shall provide adequate resources and trained personnel to
perform the required verification activities. These activities shall
include inspection, testing and monitoring of the design, production
and servicing of product. Design reviews and audits of the quality
system shall be carried out by personnel independent of those having
direct responsibility for the work being performed.
C. Company ISO Steering Committee
The committee, composed of representatives from key company functions
and has the following basic responsibilities:
(1) The committee is charged with operating and enhancing the
NPI Quality Process, making it highly visible to the
executive staff for their active involvement.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.1
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
(2) The committee is responsible for developing and
implementating company policy, systems, and procedures
covering requirements for quality, reliability, and other
product assurance factors of a general nature.
The Vice President of Manufacturing is the chairperson of this committee.
D. Product Training and Field Engineering Training
Provide support to product assurance objectives by teaching user and
new employees the best techniques developed for the application of NPI
products. The ISO Steering Committee is responsible providing input
into these training programs with regard to comp policies and
procedures relating to customer quality and reliability activities.
E. Management Representative
Management will appoint a management representative who, irrespective
of other responsibilities, shall have the authority and responsibility
of ensuring that the requirements of the NPI Quality Standards are
implemented and maintained, and ensuring compliance with the IS09000
standards.
4.1.4 Quality System Review
The NPI Quality System shall be reviewed at regular intervals by the
ISO committee to ensure continuing suitability, effectiveness, and
conformance. These reviews shall include assessment of these results of
audits involving follow-up on corrective actions taken. Records of
these reviews shall be maintained.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.2
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.2 QUALITY SYSTEM
------------------
4.2.1 Purpose
This section outlines the quality system for Network Peripherals. It provides
specific information on how the system is documented, maintained and controlled.
The Quality function shall establish and maintain a documented quality system as
a means of ensuring that products and services conform to specified
requirements. This shall include:
A. The preparation of documented quality system. procedures and instructions
in accordance with the requirements of this document.
B. The effective implementation of the documented quality system procedures
and instructions.
C. The timely consideration of the following activities in meeting specified
requirements:
(1) The preparation of quality plans and quality manual in
accordance with the specified requirements.
(2) The identification and facilitation of any controls,
processes, inspection equipment, fixtures, total production
resources and skills that may be needed to achieve the
required quality.
(3) The updating, as necessary, of quality control, inspection,
and testing techniques.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.3
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.3 CONTRACT REVIEW
-------------------
4.3.1 Purpose
This section describes the way in which an order is assessed on receipt to
ensure that the customer's requirement can be fully met.
A. Marketing/Sales functions shall be forwarding to the appropriate functions
those request for quotes, contracts, sales orders and supporting customer
requirement documentation in which the customer is ordering other than a
standard product. This includes requests for alterations to NPI products as
specified in the customer documentation.
B. Engineering or equivalent shall be responsible for determining NPI product
compliance with the customer's requirements and the initiation of the
cross-reference process.
C. The quality function shall be responsible for determining those quality
requirements that include measurement data, performance criteria,
verification, audit parameters, and the like for shipping locations.
D. Manufacturing engineering shall be responsible for determining special
labeling and packaging requirements.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.4
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.4 DESIGN CONTROL
------------------
4.4.1 Purpose
This section describes the means by which Network Peripherals controls and
verifies the design of the product in order to ensure that the specified
requirements are met.
4.4.2 Scope
Applies to Design Engineering functions performed at NPI. Control of design
functions shall include design of products and the development of procedures
that verify processes.
4.4.3 Requirements
A. Marketing will be responsible for providing Engineering and Quality Assurance
with a Marketing Requirements Document (MRD) that outlines product criteria and
customer expectations.
B. Marketing and Customer Service will maintain a system for providing ongoing
customer feedback to Engineering and Quality Assurance to ensure that problems
or customer requirements are taken into consideration in the design of new
products and the manufacture of existing products.
C. Engineering will document plans that identify the responsibility for design
and development activities. The plans shall describe or reference these
activities and shall be updated as the design evolves.
D. Development of design, when required, shall be documented and based on stated
design requirements. Documentation will include design methods, assumptions,
analysis and calculations. Designs shall conform to requirements of established
design guidelines and procedures.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.4
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
C. New Product definition, development, qualification, production and
end-of-life activities will be carried out in accordance with Product Life Cycle
Guideline, 124464
D. Design, development, qualification and review activities will be assigned to
qualified staff within the appropriate business unit.
E. Designs will be reviewed, checked and approved by a qualified individual
other than the individual who created the original design.
F. Design documentation shall be clear, identifiable, reproducible and
retrievable and shall ensure manufacture of the product anywhere that a similar
process resides.
G. Completed designs inclusive of acceptance criteria are translated into
drawings, procedures, specifications and standards. Design documents shall have
a unique identification number and be revision controlled.
H. Issue and revisions of controlled documents shall be accomplished in
accordance with procedure Pro-0126-02, Engineering Change Order. Changes to
controlled documents shall require approval of qualified personnel in accordance
with that procedure.
I. Design Verification Testing (DVT) shall be performed and documented to
demonstrate product conformance to design specifications. Design may also be
verified by comparing the new design with a similar proven design.
J. Product Qualification Testing (PQT) shall be performed and documented to
demonstrate product/process conformance to customer requirements.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.4
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
K. Applicable design output shall be reviewed by Regulatory Engineering to
ensure that it conforms with regulatory requirements and product safety
requirements.
4.4.4 Applicable Documents
Engineering Change Order, PRO-0126-0x
Product Life Cycle Guideline, 12154212
Pilot Run Procedure, PRO-0284-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.5
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.5 DOCUMENT CONTROL
--------------------
4.5.1 Purpose
This section describes the control of all documents required for achieving
product quality and effective operation of the quality system.
4.5.2 Requirements
A. Design Engineering shall be responsible for the preparation of drawings and
specifications used to define and describe a product.
B. Document Control Department shall be responsible for control and distribution
of new engineering drawings and specifications.
C. Document Control Department will coordinate the review and approval of
changes to engineering documents and will maintain a master file of current
revisions.
D. Affected organizational units will be responsible for the implementation of
changes to engineering documents.
E. Engineering documents will be reviewed by operations personnel for adequacy
to produce products that will conform to the requirements.
F. Quality Assurance will verify that current build revisions comply with
engineering documentation.
G. Department managers in operations shall be responsible for maintenance of the
latest build revisions in work areas.
H. Product audits will be done to assure that NPI products are being built to
the current effective revision levels.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.5
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
I. Non-engineering documents, departmental procedures and work instructions
shall be maintained and controlled by the responsible departments.
4.5.3 Applicable Documents
Part Number and Bill Of Material Plan, PRO-025 I -0x
Engineering Change Order, PRO-0 I 26-0x
Document Control Policy Code and Procedure, PRO-0252-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.6
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.6 PURCHASING
--------------
4.6.1 Purpose
This section describes the way in which suppliers of products and services to
Network Peripherals are approved, purchasing documents reviewed, and
verification of purchased product by customers is provided.
The policy and procedures outlined in this section have been developed to insure
that purchased product coming into NPI conform to specified requirements. The
methods to insure conformance will be based on the ability of individual
subcontractors to meet our requirements, including quality requirements.
Performance on individual subcontractors will be documented and maintained.
A. Assessment of Subcontractors
Subcontractors are approved prior to use and are assessed by NPI or our
customers. NPI will evaluate subcontractors by initial assessment and monitoring
of performance. This selection of subcontractors and the degree of control
exercised will be dependent upon the product type, subcontractor performance and
customer requirements. Evaluation can range between physical audits of
subcontractor quality systems to review of submitted quality documentation. When
audits of subcontractor quality systems are deemed appropriate, proof of
certification to the appropriate ISO 9000 series standard will be acceptable.
The procedures for assessment will be in accordance with the Subcontractor
Certification Program.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.6
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
B. Purchasing Data
Purchasing documents shall contain a clear description of the product or service
ordered and include appropriate identification codes, numbers, references and
any other relevant data. All purchasing documents will be reviewed and approved
in accordance with purchasing procedures prior to release to the subcontractor.
C. Verification of Purchased Product
Customers will be allowed to verify the acceptability of the product at source
or on receipt when specified in the contract.
4.6.2 Applicable Documents
First Article Inspection, PRO-0287-0x
Engineering Change Order, PRO-0126-0x
Purchasing Manual, PRO-0253-0x
Supplier Partnership and Approval Vendor List, PRO-0254-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.7
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.7 PURCHASER SUPPLIED PRODUCT
------------------------------
NPI currently has no Purchaser Supplied Product and does not anticipate any in
the near term. Therefore, the provisions of this paragraph do not apply. In the
event this condition changes, procedures will be developed.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.8
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.8 PRODUCT IDENTIFICATION AND TRACEABILITY
-------------------------------------------
4.8.1 Purpose
This section describes the way in which product is identified and traceable
throughout all stages of production, delivery, and installation.
A. Product Identification
All product is identified upon receipt by means of an attached label, storage
bin label or marking on the product. Identification is maintained throughout the
production stages up to the point of delivery. Product identification during
delivery is provided by packing lists.
B. Product Traceability
Traceability is provided where requested and is ensured through:
o Test certificates and certificates of conformity for all purchased and
purchaser supplied product.
o The identification of all product within a specific contract.
o The recording of all product against a specific contract.
4.8.2 Applicable Documents
RMA Process Procedure, PRO-0270-0x
Process Tag Procedure, PRO-0290-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.9
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.9 PROCSS CONTROL
------------------
4.9.1 Purpose
This section describes the way in which production is planned and controlled and
the way special processes are identified and monitored.
A. Manufacturing Planning and Control Instructions defining manufacturing
operations, processes, and handling techniques shall be provided in the form of
Manufacturing Process Procedures, Process/Equipment Operating Specifications,
and Operator Work instructions, as applicable. Control points within the
manufacturing processes shall be defined by Quality and monitored as to minimize
the variation at each stage of the process.
B. Maximum use of SQC, SPC and other appropriate techniques shall be employed to
control the manufacturing processes. Process specifications shall be provided
and proper operating training supplied by t he operating unit.
C. All processes shall utilize qualified personnel for inspection. Qualification
requirements shall be established by the Quality department.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.10
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.10 INSPECTION AND TESTING
---------------------------
4.10.1 Purpose
This section describes the way in which product is inspected and tested
throughout all stages of production.
4.10.2 Inspection General
NPI and subcontractor processes shall have sufficient controls at all stages of
manufacturing to ensure that only acceptable product is delivered to NPI
customers. Defect prevention techniques, particularly statistical process
control, shall be used wherever possible.
NPI supports customer requests to review non proprietary manufacturing
inspection data, including review of SQC/SPC data.
4.10.3 Incoming Inspection
A. It shall be the responsibility of quality management to ' determine the means
of verifying that suppliers meet their contractual obligations related to the
quality of the procured and subcontracted items.
Where receiving inspection has been established as the means, Quality is
responsible for providing the procedures, resources and training to adequately
process procured items in a timely manner.
B. It shall be the responsibility of receiving inspection to identify and
segregate nonconforming items so as to ensure they are not inadvertently used.
Disposition of nonconforming items shall be made by the responsible engineering
disciplines and the supplier shall be formally advised of both the rejection and
the requirement to provide corrective action.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.10
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
C. Nonconforming product shall not be released for use unless a deviation has
been processed and approved by the responsible engineering disciplines and the
VP of Manufacturing Operations. All deviations shall indicate that form, fit,
and function of the end item shall not be affected.
4.10.4 In-Process Inspection and Testing
All product is inspected and tested at defined stages of the production process
in compliance with the appropriate quality plan or other instructions containing
methods and acceptance criteria. The completion of inspections and tests are
recorded and verified. Nonconforming product is identified, documented and
controlled to prevent inadvertent use or installation.
4.10.4.1 Printed Circuit Board Assembly Testing
All printed circuit board assemblies (PCA's) are given a function test to ensure
they operate in conformance to the product specification. All PCA's that pass
test are identified with a test tag to indicate successful completion of the
test. All PCA's that fail are routed through a troubleshoot, repair, and retest
process until successfully passing the test. PCA's that cannot be repaired are
dispositioned in accordance with paragraph 4.13 of this manual.
4.10.4.2 Printed Circuit Board Assembly Inspection.
AH printed circuit board assemblies are inspected throughout the process to
insure conformance to the workmanship specifications. Nonconforming PCA's are
reworked to conform to the specifications or dispositioned in accordance with
paragraph 4.13 of this manual.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.10
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.10.5 Final Inspection and Testing
All finished product is final inspected/tested in compliance with the
appropriate quality plan or other instructions containing methods and acceptance
criteria. All previous inspections/tests are verified and final inspection and
test results are recorded to provide evidence of product conformance.
4.10.6 Inspection and Test Records
No product will be released until all activities specified in the appropriate
quality plan and other instructions have been satisfactorily completed and
verified. Records which provide evidence that product has passed final
inspection and/or test with defined acceptance criteria will be maintained in
accordance with paragraph 4.16 of this manual.
4.10.7 Applicable Documents
Out Of Box Audit, PRO-0283-0x
Incoming Inspection, PRO-0266-0x
Source Inspection, PRO-0282-0x
Final Inspection, PRO-0285-0x
Sub Contractor Audit, PRO-0286-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.11
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.11 INSPECTION, MEASURING AND TEST EQUIPMENT
---------------------------------------------
4.11.1 Purpose
This section describes how inspection, measuring and test equipment is
controlled, calibrated, and maintained to ensure product conformance to
specified requirements.
4.11.2 General
Production personnel is responsible to identify, control and assure calibration
on measuring and test equipment that can affect product quality. The Quality
Manager will be responsible to audit the process. The following category of
equipment may be subjected to calibrated:
Testing - Line equipment used in development, production, and testing.
Required calibration of new test equipment will be routed through an outside
calibration laboratory and tested for conformance and logged into the
calibration database. In the event jigs, fixtures, templates, patterns or
software is used as suitable forms of inspection, they will be checked to prove
that they are capable of verifying the acceptability of product prior to release
for use during production. The extent and frequency of these checks' shall be
determined by Manufacturing Engineering.
4.11.3 Calibration of Test Equipment
Test equipment is calibrated, if required, periodically on the basis of
stability, purpose, and degree of use. The equipment is calibrated by an outside
laboratory and is traceable to N.B.S. standards.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.11
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.11.4 Documentation
A calibration and service report is initiated for each piece of equipment under
calibration lab control (CLC), and calibration frequency established.
4.11.5 Personal or Customer Furnished Equipment
Personal or customer furnished equipment requiring calibration will be
identified and subject to the same calibration requirements as facility
equipment.
4.11.6 Equipment Not Requiring Calibration
Equipment not requiring periodic calibration will be entered in the calibration
system and labeled "un-calibrated instrument," "Limited calibration," or
"calibrate before use."
4.11.7 Applicable Documents
Test Equipment Calibration Procedure, PRO-0124-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.12
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.12 INSPECTION AND TEST STATUS
-------------------------------
4.12.1 Purpose
This section describes the way in which the inspection and test status of
product is identified. The identification methods used will ensure only
conforming product is processed or shipped.
4.12.2 Status Documentation
The inspection and test status of product will be indicated by one or more of
the following: stamps, tags, labels, travelers, inspection records or when
appropriate; physical location. The inspection authority responsible for the
release of conforming product will be identified on the appropriate inspection
records.
4.12.3 Applicable Documents
Process Tag Procedure, PRO-0290-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.13
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.13 CONTROL OF NONCONFORMING PRODUCT
-------------------------------------
4.13.1 Purpose
This section describes the means taken to ensure that nonconforming product is
properly controlled including in-house product and customer returns. All
nonconforming product and material will be identified and segregated, where
practical, from the production and conforming material areas.
4.13.2 Nonconforming Review and Disposition
A report for nonconforming product will be documented, including complete
identification of product and deviation from required specification or
standards. This report will be forwarded to the Material Review Board for
disposition. The nonconforming product will be evaluated to one of the below
categories. For items that do not fit these categories, quality assurance will
coordinate with supplier/customer to determine the disposition of the items.
Rework original -- The process required to make an item conform in its
entirety to drawing or specification requirements.
Repair -- The process required to make an item usable to the
customer's satisfaction without conforming to the
original drawing or specification requirements.
Repaired product may be regarded for alternative
applications.
Use as is -- The determination for nonconforming material that
considers the material to be satisfactory for use as
it is without adverse affects on safety, performance,
interchange ability, or reliability.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.13
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
Return to Vendor -- The return of unacceptability items to the supplier
from which they were purchased.
Scrap -- The disposal of articles that cannot economically be
made acceptable and are unfit for use.
4.13.3 Repaired Product
Product released following repair will be recorded in a report summarizing the
non conformance and acceptance of the repair. When required by contract, these
details along with any repackaging required shall be provided to the customer or
NPI Manufacturing for recycling.
4.13.4 Material Review Board
AH disposition shall take place through the Material Review Board (MRB). The
Material Review Board will consist of at least the following members; Prod.
Scheduler, ME, Prod. Mgr. The Materials Manager is required to approve all scrap
dispositions. The MRB Coordinator is responsible to coordinate with all MR.B
members and obtain their approval for recommended actions. Meetings may be
called at the direction of any of the members, or may be conducted using
electronic mail.
4.13.5 Physical Controls
Control on nonconforming product pending action must be in accordance with the
"MIM Procedure". Positive controls will be established to prevent future
processing of nonconforming product until the MRB action is completed.
4.13.6 Reinspection
All rework or repaired product must be re inspected in accordance with
documented procedures prior to release.
4.13.7 Applicable Documents
Material Review Board, PRO-0125-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.14
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.14 CORRECTIVE ACTION
----------------------
4.14.1 Purpose
This section describes the way in which the causes of nonconforming product are
investigated and corrective action implemented to prevent recurrence.
4.14.2 General
The responsibilities, authority and procedures for initiating corrective action
are defined in the "Corrective Action Procedure". Non conformance's are recorded
and records are reviewed by the "Closed Loop Corrective Team" to determine the
causes of non conformance. Corrective action is taken as appropriate, including
preventative measures to prevent any recurrence of the non conformance.
4.14.3 Analysis
Analysis of non conformance includes the review of processes, -reject reports,
inspection and test reports, service reports and customer complaints.
4.14.4 Procedure or Process Changes
Changes to existing procedures required by corrective action are recorded and
communicated to the appropriate personnel. Corrective actions are reviewed and
follow up evaluations are accomplished to ensure they have been properly
implemented and are effective.
4.14.5 Applicable Documents
Closed Loop Corrective Action, PRO-0267-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.15
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.15 HANDLING, STORAGE PACKAGING AND DELIVERY
---------------------------------------------
4.15.1 Purpose
This section describes the way in which product quality is maintained during
handling, storage, packing and delivery.
4.15.2 General
The procedures for handling, storage, packaging and delivery of product are
referenced at the end of this section. The proper handling of PCA components is
of particular concern to prevent ESD damage. Wrist straps and grounded footwear
must be used where appropriate during the production process.
4.15.3 Handling
AR products will be handled in a manner so as to prevent damage or deterioration
at A stages of production, delivery, or installation. Anti-static Bins,
containers, pallets, trays or bags are used to move product in-house.
4.15.4 Storage
Defined storage areas are provided for product prior to use. Receipt and issue
of product from stores is performed in accordance with written instructions.
Storage methods maintain product quality and provide adequate product
identification.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.15
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.15.5 Packing
Product approved for delivery is packaged in a manner that provides adequate
protection from damage during storage and subsequent delivery.
4.15.6 Delivery
Following final inspection and packaging, product is shipped to customers.
4.15.7 Applicable Documents
ESD Ground Strap Testing, PRO-0268-0x
Receiving Procedure, PRO-0256-0x
Shipping Procedure, PRO-027 I -0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.16
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.16 QUALITY RECORDS
--------------------
4.16.1 Purpose
This section describes the way in which records used in the quality management
system are identified, stored and maintained.
4.16.2 Responsibilities
The quality representative is responsible for collecting and recording records
required in the operation. These records include (but not limited to) inspection
reports, test data, calibration results, subcontractor assessment reports, and
corrective action reports.
4.16.3 General
Quality records will be legible and identifiable to the product or process
concerned (as appropriate). They may be in hard copy or stored in computer
systems. Where agreed contractually, quality records will be made available for
evaluation by the purchaser for an agreed period.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.17
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.17 INTERNAL QUALITY AUDITS
----------------------------
4.17.1 Purpose
This section describes how all aspects of the quality management system are
audited at regular intervals to assess compliance with agreed procedures,
identify any non conformance's and initiate corrective action where required.
4.17.2 Audit Plan
An audit plan is maintained to ensure all aspects of the quality management
system are audited. The ISO management representative is responsible to maintain
the audit plan.
4.17.3 Audit Frequency
The frequency of audits are determined by the results of previous audits and the
significance of individual system activities. The minimum requirement is that
the quality system activities associated with each section of this manual be
audited at least once each year. Audits will include but are not limited to:
Processes, Procedures, Activities, Practices, Work Instructions, Documentation,
and Knowledge of Quality Policy.
4.17.4 Qualification of Audit Personnel
Audits are performed by qualified and independent staff in accordance with
internal audit procedures.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.17
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.17.5 Corrective Actions
The responsible manager for an audited area will review audit results and agree
on the time frame for any corrective actions required. Follow-up audits will be
used by management to review the continued, effectiveness of the quality system
and will be maintained on file in accordance with paragraph 4.16 of this manual.
4.17.6 Applicable Documents
Internal Audit, PRO-0288-0x
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.18
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.18 TRAINING
-------------
4.18.1 Purpose
This section describes the way in which training requirements are identified,
implemented and monitored throughout the facility.
4.18.2 General
All employees receive instructions in the operation of the quality management
System and the management principles embodied in the quality policy as part of
the hiring orientation program.
4.18.3 Manufacturing Training
All manufacturing functions that need acquired skills, and which could be
adversely affected by the lack of said skills, will be identified and
documented. Competence in required skills may be demonstrated by education,
experience, or successful completion of training programs. Training will be
provided from both internal and external sources.
4.18.3.1 Management and Team Development Training
All functions that need management and team skills, and which could be adversely
affected by the lack of said skills, will be identified and documented by the
appropriate person. Competence in required skills may be demonstrated by
education, experience, or successful completion of training programs. Training
will be provided from both internal and external sources.
4.18.4 Responsibilities
Each department head is responsible for reviewing the level of competence within
their own area and identifying where additional training may be required
4.18.4.1 Training Records
Training records on individuals completing internal and external training
courses will be maintained by the appropriate organization.
<PAGE>
- --------------------------------------------------------------------------------
DATE: November 1993
NPI QUALITY MANUAL SECTION: 4.20
ISSUE: A REVISION: 0
- --------------------------------------------------------------------------------
4.20 STATISTICAL TECHNIQUES
---------------------------
4.20.1 Purpose
This section describes the way in which appropriate statistical techniques are
utilized within the quality management system and when Statistical Process
Control (SPC) is required.
4.20.2 General
Acceptance sampling plans, based on available recognized standards, are used to
evaluate supplier performance and may also be used to conduct a final quality
audit on finished products prior to shipment.
4.20.3 Documentation
Where appropriate, the results of statistical analyses are documented and
evaluated to identify levels of performance and initiate corrective action.
4.20.4 Applicable Documents
Inspection Sampling, PRO-028 I -0x
<PAGE>
EXHIBIT K-1
Spec Number: 425 - 1019-01
Rev. A
Date: February 20,1992
sun
microsystems
Palletization Requirements
for
Inbound/Outbound Shipments
Proprietary
Sun Microsystems, Inc.
2550 Garcia Avenue
Mountain View, Ca 94043
(415) 960-1300
This document is the property
of Sun Microsystems, Inc. and
contains information which is
confidential and proprietary
to Sun Microsystems, Inc. No
part of this document may be
copied, reproduced or
disclosed to third parties
without the prior written
consent of Sun Microsystems,
Inc.
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Revision History
<TABLE>
<CAPTION>
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
DASH REV ECO NO. DESCRIPTION OF CHANGE DATE APPROVED
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
01 A WO_02538 Production Release 02/21/92 02/20/92
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
</TABLE>
Sun Microsystems Inc. - 2 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Foreword
This document contains the Palletization Requirements for Inbound/Outbound
Shipments of Sun and/or 3rd party products. This document may not be modified
without the approval of the Manager of Corporate Packaging Engineering.
Sun Microsystems Inc. - 3 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Table of Contents
Revision History 2
Foreward 3
Table of Contents 4
1.0 Scope 5
2.0 Pallet Size, Construction, and Performance Requirements 5
3.0 Pallet Loading 6
4.0 Container Quantity Per Pallet 7
5.0 Pallet Unitization 7
6.0 Pallet Stacking 8
7.0 Replacement Packaging 8
8.0 Exception 8
Sun Microsystems Inc. - 4 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
1.0 Scope
1.1 This document provides palletization requirements and guidelines
for Inbound/ Outbound Sun and/or 3rd Party shipments. This
document addresses Pallet Size, Construction, Performance
Requirements, Loading, Unitization and Stacking.
1.2 The technical and process related design parameters provided here
are intended to allow the various Sun manufacturing sites and 3rd
party vendors to palletize "like products" in a manner which is
compatible with Sun's product protection, manufacturing, and
distribution requirements.
1.3 This document applies to Products which are intended to be
re-shipped in the originally supplied shipping package materials.
1.4 This document shall be superceded by any specific Sun
Palletization Drawing for a given Product.
1.5 It is the suppliers responsibility to provide to Sun a shipping
container which is free of damage and cosmetic imperfections.
2.0 Pallet Sizes, Construction And Performance Requirements
2.1 Pallet size shall be selected from the following list:
48" x 40" (1219.2mm x 1016mm)
48" x 45" (1219.2mm x 1143mm)
Custom
Detailed pallet drawings are available upon request from Sun
Microsystems.
2.1.1. The pallet which offers the best cube utilization for
the given product shall be utilized. If either the 48"
x 40" (1219.2mm x 1016mm) or 48" x 45" (1219.2mm x
1143mm) pallet does not offer a 85 % pallet area
utilization, a custom pallet shall be investigated.
Sun Microsystems Inc. - 5 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
2.1.2 A custom size pallet may be required for a given
product if one of the two "preferred" pallet sizes does
not provide for proper palletization. Use of a custom
size pallet requires the written authorization from Sun
Microsystems' Packaging Engineering Department
2.2 The.pallet shall be a Four Way Entry Notched Stringer Design (See
Figure 1).
2.3 Pallet dimensions state the length of the notched stringer first
and the width of the deckboards second.
2.4 Wood used in the construction of pallets shall be in accordance
with MIL-STD-731, Groups I, II, III, and IV, standard (or better)
grade.
2.5 Nails used in the construction of pallets shall be annular
ring/drive screw. 2-3 nails shall be used at each bearing point,
depending on the width of the board. Nails shall be staggered to
prevent component splitting.
3.0 Pallet Loading
3.1 Carton overhang is not permitted.
3.2 Maximum load height (including pallet) shall be no greater than
45" (1143mm).
3.3 Maximum load weight is 2000 lbs (909.1 kg).
3.4 Only one (1) Sun Part Number per pallet. If mixed pallet loads are
necessary, prior written approval from Sun's Product Delivery
Center (PDC) Engineering Services Group is required.
3.5 Whenever possible column loading carton configuration shall be
utilized. Other loading configurations (spiral or interlocking)
can reduce carton compression strength by up to 50%. In addition
to loading configuration, carton misalignment reduces compression
strength by up to 30%. Long term storage and high humidity are
other factors which can affect compressive strength. See figures
2, 3, 4, & 5.
3.6 Cartons shall be positioned on the pallet so that the Part
Identification Label on several cartons is visible from both width
sides of the pallet. See figure 6
Sun Microsystems Inc. - 6 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
4.0 Container Quantity Per Pallet
4.1 Maximum container quantity per pallet is 72. Containers which
exceed this requirement shall be overboxed in quantities of 5 or
10. Any odd quantity of containers shall be overboxed with the
void filled with a material other than polystyrene "peanuts."
5.0 Pallet Unitization
5.1 Pallets shall be unitized to provide to Sun a shipping container
free of damage and cosmetic imperfections allowing for reshipment
in the original packaging.
Unitize: Bringing several cartons together to form a single stable
load.
5.1.1 Stretch wrapping is required to secure the load and
provide protection from dirt. See figure 7.
5.2 In addition to stretch wrapping, one or more of the following
methods may be required depending on the distribution environment,
to insure a damage free delivery.
5.2.1 Top pallet caps shall be used to provide protection
from dirt and promote better stacking of pallets. See
figure 7.
5.2.2 Plastic banding shall be used to stabilize the load and
to prevent carriers from breaking down the pallet load.
If banding is used without a top pallet cap, edge
guards shall be used to prevent the banding from
damaging the load. See figure 7.
5.2.3 Comer guards shall be used to provide additional
compressive strength and to protect the carton corners
from damage. See figure 7.
Sun Microsystems Inc. - 7 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
6.0 Pallet Stacking
6.1 Pallet load compression strength shall be great enough to allow
stacking of pallets to 90" (2286mm). If compression strength is
not great enough, corner guards outlined in Section 5, shall be
utilized to increase compression strength.
7.0 Replacement Packaging
7.1 Third parties which supply products for which Sun has not provided
Packaging Drawings (i.e., Sun Carton/Graphic Layout Specification
Drawing) must provide Sun with a means to obtain replacement
packaging for packaging components which are damaged during
transit.
7.1.1 This replacement packaging issue will be reviewed by
product. The supplier will either be required to supply
the replacement packaging or specification drawings so
that the packaging may be sourced by Sun.
8.0 Exceptions
8.1 Any exceptions to the requirements stated in this document must be
approved by the Packaging Engineering Department at Sun
Microsystems, Inc., and documented in writing.
Sun Microsystems Inc. - 8 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Pallet Construction
FIGURE 1
Sun Microsystems Inc. - 9 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Column Loading of Cartons on the Pallet
FIGURE 2
Sun Microsystems Inc. - 10 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Spiral Loading of Cartons on the Pallet
FIGURE 3
Sun Microsystems Inc. - 11 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Interlocking Loading of Cartons on the Pallet
FIGURE 4
Sun Microsystems Inc. - 12 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Misalignment of Cartons on the Pallet
FIGURE 5
Sun Microsystems Inc. - 13 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Part Identification Label Visible from the Width Side of the Pallet
FIGURE 6
Sun Microsystems Inc. - 14 - Proprietary
<PAGE>
February 20, 1992 Spec. Number: 425-1019-01
Palletization Requirements Rev. A
For
Inbound/Outbound Shipments
Pallet Unitization, including Stretch Wrap, Pallet Cap, Plastic
Banding and Corner Guard
FIGURE 7
Sun Microsystems Inc. - 15 - Proprietary
<PAGE>
EXHIBIT K-2
Spec. Number: 950-1419-03
Rev.C
Date: July 15, 1993
sun
microsystems
Engineering Specification
for
Part Identification Label
Proprietary
Sun Microsystems, Inc.
2550 Garcia Avenue
Mountain View, Ca 94043
(415) 960-1300
This Document is the property
of Sun Microsystems, Inc. and
contains information which is
confidential and proprietary
to Sun Microsystems, Inc. No
part of this document may be
copied, reproduced or
disclosed to third parties
without the prior written
consent of Sun Microsystems,
Inc.
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
Revision History
<TABLE>
<CAPTION>
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
DASH REV ECO NO. DESCRIPTION OF CHANGE DATE APPROVED
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
<S> <C> <C> <C> <C> <C>
-03 A WO_02368 Production Release 01/21/92 01/16/92
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
-03 B WO_04150 -Reduc human readable minimal height 03/10/93 03/09/93
requirements
-Add "WO" field to tape 2 labels
-Update ME contact info section 12
-Change all references from PDC M.E. to
Supply Partner Engineer
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
-03 C WO_04849 Update Page 9 07/15/93 07/15/93
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
- ----------- ---------- ---------------- ------------------------------------------- ------------- ------------------
</TABLE>
Sun Microsystems, Inc. - 2 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
Table of Contents
Revision History 2
1. Purpose 5
2. Scope 5
3. Document Identification 5
4. Effectivity 5
5. Applicable Standards 5
5.1. AIM-USD-3 5
5.2. United States Department of Defense Standards 5
5.3. American National Standards Institute 6
6. Definitions
6
7. Types of Labels 6
8. Bar Code Symbology Requirements 7
8.1. Barcode Format (Code 39) 7
8.2. Width/Ratio Requirements 7
8.3. Quiet Zones 7
8.4. Check Digit 7
8.5. Data Identifier Character 7
8.6. Quality Assurance Requirements 8
8.7. Barcode/Print Height-Requirements 8
9. Label Information Requirements 8
9.1. Marketing Identification Number 9
9.2. Part Number 10
9.3. Serial Number 11
9.4. Quantity 12
9.5. Supplier Code 13
9.6. Date Code or Manufacturing Date 13
9.7. Box Count 14
9.8. Work Order 14
10. Format and Size Requirements 15
10.1. Label Layout 15
10.2. Size 15
Sun Microsystems, Inc. - 3 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
10.3. Location of Label on Shipping Container 15
11. Label Construction and Quality 16
11.1. Label Printing 16
11.2. Reflectivity 16
11.3. Temperature/Humidity 16
11.4. Fading 16
11.5. Adherence 16
12. Exceptions - Who to Contact 17
Appendix A - Sample Labels (Type I, II, III, IV)
Appendix B - Samples of Marketing Identification Numbers
Appendix C - Commodity Class Codes requiring serialization
Sun Microsystems, Inc. - 4 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
1. Purpose
The purpose of this specification is to identify Label Requirements for Part
Identification Labels.
2. Scope
This specification will apply to all products that are received into the Sun
Microsystem's Product Distribution Center(s) and shipped out to Sun customers.
3. Document Identification
This document shall be identified by SUN Part Number 950-1419-XX, Rev_.
4. Effectivity
This standard is effective as of 01/01/90.
5. Applicable Standards
This section lists industry and other standards relevant to this standard.
5.1. AIM USD-3
The Automatic Identification Manufacturers (AB4) standard USD-3
defines the CODE 39 bar code structure. AIM is a product section
of the Materials Handling Institute and is located at 1326
Freeport Rd., Pittsburgh, PA 15238
The AIM USD-3 character set comprises the letters A through Z
(upper case only), the digit 0 through 9, a space, a hyphen(-), a
period(.), a plus sign (+), a dollar sign ($), a slash (/), and a
percent sign (%).
5.2. United States Department of Defense Standards
A standard issued by the U.S. Department of Defense provides
excellent additional information regarding barcoding. The standard
is MIL-STD-1189, Standard Department of Defense Symbology, which
specifies standards for bar code symbology. The Department of
Defense prefers to make MIL-STD documents available through
contracting officers, meaning that an organization must have an
active contract with the Department of Defense to get them. If
necessary Sun Microsystems will provide access to a copy of these
documents; requests should be sent to address shown in section 12.
Sun Microsystems, Inc. - 5 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
5.3. American National Standards Institute
The American National Standards Institute (ANSI) document X3A1.3,
Bar Code Print Quality, specifies a standard for bar code print
quality. Copies may be obtained from ANSI at 1430 Broadway, New
York, N.Y. 10018.
6. Definitions
PART IDENTIFICATION LABEL: The label that is applied to the outside of each
shipping container. The primary purpose of this label is to identify the
part number associated with the contents of the box. The Distribution
Center uses the part number as the primary key for all processing of
package within the Distribution Center for shipment to SUN customers.
SHIPPING CONTAINER: The package shipped to the customer. This package requires
no further overboxing or special handling in order to ship.
BARCODE SYMBOL: Each bar code symbol is made up of a series of narrow
bars/spaces. Each data character is a unique combination of wide/narrow
bars and spaces (representing one human readable character); the collection
of the data characters with a data identifier, a start and stop character,
and a quiet zone at each end makes up the barcode symbol.
QUIETZONE: The area immediately preceding the start character and immediately
following the stop character. Quiet zones contain no markings.
START/STOP CHARACTERS: The start and stop characters are used to identify the
leading and trailing end of the barcode symbol. They must be included in
every barcode symbol and generally represent the "asterisk" character.
7. Types of Labels
Use of the proper label format is determined by the type of product being
labeled and the size of the shipping container. There are four types of labels:
Type l: MAKE-TO-STOCK LABELS: for standard Sun product label panel greater
than 3" high
Type 2: MAKE-TO-ORDER LABELS: for Sun product made to customer order
(deskside systems)
Type 3: SMALL BOX LABEL: for product where the label panel is less than or
equal to 3" high
Type 4: MASTERPACK LABEL- for product where multiple quantities of the same
part are inbound to the Distribution Center (see Appendix-A for
samples of these)
Sun Microsystems, Inc. - 6 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
8. Bar Code Symbology Requirements
8.1. Barcode Format (Code 39)
All barcodes used on the Part Identification labels will us the
CODE 39 format and will conform to (AIM USD-3 or MIL-STD-1189).
8.2. Width/Ratio Requirements
The minimum wide to narrow ratio shall be 2.5:1 and the nominal
width of the narrow bar/space shall be .015 inches (the X
dimension). The density of the barcode shall be nominally 3.70 to
6.25 characters per inch.
8.3. Quiet Zones
The quiet zones shall be a minimum of .15 inches.
8.4. Check Digits
Check digits shall not be added in the barcode symbol.
8.5. Data Identifier Character
A data identifier shall be the first character following the start
code of the bar code symbol. This character is not to be included
in the human readable line. All barcode symbols on the Part
Identification Label shall have an imbedded data identifiers.
The following data identifier codes are assigned for the different
types of data:
P - Part number
S - Serial Number
Q - Quantity
D - Date or Manufacturing code (for future use)
W - Work order number (for future use).
V - Supplier code (for future use)
M - Marketing/Product number (if barcoded)
B - Optional Field if printed in barcode format
No other barcodes shall be printed on the Part Identification
Label. If other barcodes are needed for any other reason, they
must conform to these specifications and must include a data
identifier to be specified in this document. This must be approved
by the Supply Partner Engineer, see address in section 12.
Sun Microsystems, Inc. - 7 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
8.6. Quality Assurance Requirements
It is the responsibility of Suppliers to provide bar coded labels
that meet these specifications. Verification of the data encoded
in the barcode symbol will be done using scanner equipment
equivalent to scanners located in the Sun Microsystem's
Distribution Center. Human readable data on the label will be
inspected for legibility and format requirements.
Suppliers will be requested to provide label samples for
verification. These samples shall be provided to the Supply
Partner Engineer ME for verification of scannability, format, and
legibility. Rejected labels will be returned to supplier for
corrections.
8.7. Barcode/Print Height Requirements
The barcode height shall be a minimum of 3/8 inch; the recommended
height is 1/2 inch. Human readable text shall be a minimum of
5/16" 'and a maximum of 1/2", unless otherwise specified below.
9. Label Information Requirements
The following data elements shall be printed on each label. Note
required vs. optional fields, and those requiring barcode symbols vs
those requiring human readable information only.
The fields shall be printed in the same order as specified below,
please see section 10.1 for more details.
Sun Microsystems, Inc. - 8 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
9.1. Marketing Identification Number
This is the SUN specified product number as it appears in the SUN
Price List or as specified by Product Marketing.
The Marketing Product Identity is required on all part
identification labels.
For "CS Only" parts that do not require a marketing identity,
please add the description of the part in this field.
FIELD NAME: MARKETING IDENTIFICATION NUMBER
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type 1 2 3 4
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R N/A
--------------------------- -------------------------------- ------------------------------
Field Title None
--------------------------- -------------------------------- ------------------------------
Data Identifier N/A
--------------------------- -------------------------------- ------------------------------
Print Height, min 5/16"
--------------------------- -------------------------------- ------------------------------
Min/Max Length Max 18 Char
--------------------------- -------------------------------- ------------------------------
</TABLE>
See appendix B for examples.
Sun Microsystems, Inc. - 9 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
9.2. Part Number
The SUN specified Part Number is the box identification used by Sun
in manufacturing and product distribution. This part number is
sometimes referred to as the "manufacturing" part number of the
"temporary" part number.
The Part Number is required on all part identification labels in
human readable and barcode format, to include any special
characters such as dashes (-) or slashes(/).
FIELD NAME: PART NUMBER
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type 1 2 X 4
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R R
--------------------------- -------------------------------- ------------------------------
Field Title PN:
--------------------------- -------------------------------- ------------------------------
Data Identifier P
--------------------------- -------------------------------- ------------------------------
Print Height, min 5/16" 1/2"
--------------------------- -------------------------------- ------------------------------
Min/Max Length
--------------------------- -------------------------------- ------------------------------
</TABLE>
FIELD NAME: PART NUMBER
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type X X 3 X
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R R
--------------------------- -------------------------------- ------------------------------
Field Title PN:
--------------------------- -------------------------------- ------------------------------
Data Identifier P
--------------------------- -------------------------------- ------------------------------
Print Height, min 3/16" 3/8"
--------------------------- -------------------------------- ------------------------------
Min/Max Length
--------------------------- -------------------------------- ------------------------------
</TABLE>
Sun Microsystems, Inc. - 10 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
9.3. Serial Number
The serial number is a unique number either designated by Sun
Microsystems to the supplier or assigned by the product supplier.
Serial numbers by product shall not be repeated whether
multi-sourced or not.
Commodity class codes requiring serial numbers are listed in
Appendix C. Any exception to this list must be authorized in
writing by Supply Partner Engineer. This document will not be used
to track exceptions.
FIELD NAME: SERIAL NUMBER
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type 1 2 X X
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R R
--------------------------- -------------------------------- ------------------------------
Field Title SN:
--------------------------- -------------------------------- ------------------------------
Data Identifier S
--------------------------- -------------------------------- ------------------------------
Print Height, min 5/16" 3/8"
--------------------------- -------------------------------- ------------------------------
Min/Max Length Max 10
--------------------------- -------------------------------- ------------------------------
Default = 0000
</TABLE>
FIELD NAME: SERIAL NUMBER
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type X X 3 X
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional O O *
--------------------------- -------------------------------- ------------------------------
Field Title SN:
--------------------------- -------------------------------- ------------------------------
Data Identifier S
--------------------------- -------------------------------- ------------------------------
Print Height, min 3/16" 3/8"
--------------------------- -------------------------------- ------------------------------
Min/Max Length Max 10
--------------------------- -------------------------------- ------------------------------
* Required if human readable printed default = 0000
</TABLE>
Sun Microsystems, Inc. - 11 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
FIELD NAME: SERIAL NUMBER
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type X X X 4
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional N/A N/A
--------------------------- -------------------------------- ------------------------------
Field Title
--------------------------- -------------------------------- ------------------------------
Data Identifier
--------------------------- -------------------------------- ------------------------------
Print Height, min
--------------------------- -------------------------------- ------------------------------
Min/Max Length
--------------------------- -------------------------------- ------------------------------
</TABLE>
If the product does not have a serial number, print four zeros in this
field.
9.4. Quantity
The quantity identifies how many units of the specified part number
are packaged in the box. This number is usually 1 unit. If products
are master boxed, this quantity shall represent the master box
quantity; units inside the master box shall also be labeled per
this specification. This field is not needed for type 2 labels.
FIELD NAME: QUANTITY
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type 1 X 3 4
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R R
--------------------------- -------------------------------- ------------------------------
Field Title QTY:
--------------------------- -------------------------------- ------------------------------
Data Identifier Q
--------------------------- -------------------------------- ------------------------------
Print Height, min 3/16" 3/8"
--------------------------- -------------------------------- ------------------------------
Min/Max Length N/A N/A
--------------------------- -------------------------------- ------------------------------
</TABLE>
Sun Microsystems, Inc. - 12 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
9.5. Supplier Code
The Supplier Code shall identify each unique manufacturing
supplier, whether a SUN manufacturing site or an outside OEM
supplier. Sun manufacturing supplier codes shall identify the Sun
plant code (002, 200, etc). Sun Purchasing shall assign the
supplier or vendor code for all non-Sun manufacturing sites or OEM
suppliers.
FIELD NAME: SUPPLIER CODE
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type 1 2 3 4
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R N/A
--------------------------- -------------------------------- ------------------------------
Field Title SC:
--------------------------- -------------------------------- ------------------------------
Data Identifier N/A
--------------------------- -------------------------------- ------------------------------
Print Height, min 1/4"
--------------------------- -------------------------------- ------------------------------
Min/Max Length 3/6 N/A
--------------------------- -------------------------------- ------------------------------
</TABLE>
9.6. Manufacturing Date
This field shall represent the manufacturing date of the product.
This date is required if the product is not serialized or if the
product is manufactured for SUN by an outside supplier. The format
of the date shall be mm/dd/yy. This field is not needed for type 2
labels.
FIELD NAME: DATE OF MANUFACTURE
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type 1 X 3 X
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R N/A
--------------------------- -------------------------------- ------------------------------
Field Title DOM:
--------------------------- -------------------------------- ------------------------------
Data Identifier N/A
--------------------------- -------------------------------- ------------------------------
Print Height, min 1/4" *
--------------------------- -------------------------------- ------------------------------
Min/Max Length mm/dd/yy
--------------------------- -------------------------------- ------------------------------
* May be stamped or hand written
</TABLE>
Sun Microsystems, Inc. - 13 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
9.7. Box Count
This field shall represent the box count for make-to-order products
(type 2 labels).
FIELD NAME: Box Count 'Box X of N'
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type X 2 X X
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R N/A
--------------------------- -------------------------------- ------------------------------
Field Title Box X of N
--------------------------- -------------------------------- ------------------------------
Data Identifier N/A
--------------------------- -------------------------------- ------------------------------
Print Height, min 5/16"
--------------------------- -------------------------------- ------------------------------
Min/Max Length N/A N/A
--------------------------- -------------------------------- ------------------------------
</TABLE>
9.8. Work Order Number
This field shall represent the box count for make-to-order products
(type 2 labels)
FIELD NAME: Work Order Number
<TABLE>
<CAPTION>
------------- --------------- ------------------ --------------
Label Type X 2 X X
--------------------------- -------------------------------- ------------------------------
Human Readable Barcode
--------------------------- -------------------------------- ------------------------------
<S> <C> <C>
Required/Optional R N/A
--------------------------- -------------------------------- ------------------------------
Field Title WO:
--------------------------- -------------------------------- ------------------------------
Data Identifier N/A
--------------------------- -------------------------------- ------------------------------
Print Height, min 3/8"
--------------------------- -------------------------------- ------------------------------
Min/Max Length N/A N/A
--------------------------- -------------------------------- ------------------------------
</TABLE>
Sun Microsystems, Inc. - 14 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
10. Format and Size Requirements
10.1. Label Layout
The label data shall be printed in the following order, noting
optional vs. required or conditions determining whether to print
or not as indicated by "conditional'. Please refer to previous
section to determine the conditions.
Human Readable Marketing Identification Number Required
Human Readable Part Number Required
Barcode Part Number Required
Human Readable Serial Number Required
Barcode Serial Number Required
Human Readable Quantity Conditional
Barcode Quantity Conditional
Human Readable Supplier Code Required
Human Readable Date of Manufacture Conditional
Human Readable Box Count Conditional
Human Readable Work Order Number Conditional
10.2. Size
The recommended size of the large label is 4" x 4"(101.6mm X
101.6mm). Maximum allowed size is 6.5" x 6.5" (165.lmm x 165.lmm)
The recommended size of the small label is 4" x 2"(101.6mm X
50.8mm).
See samples. Appendix A - i thru A - iv.
10.3. Location of Label on Shipping Box
Unless otherwise specified, the label shall be placed in the upper
right corner of the package.
The label shall be placed on shipping container to align with the
top and right edges of the box without wrapping around either
corner. Tolerance for label placement is at least 1/8" from the
edge, no more than 1 inch and no more out of skew than + 1/4 inch
from top edge.
The intent of this location requirement is consistency and
professional looking results.
The part identification label shall be placed on the box so that
when palletized, the label is visible when looking at the side of
the pallet.
Sun Microsystems, Inc. - 15 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
Labels shall not be placed on the SUN logo surface of the box
labels and shall not cover any other box markings such as handling
symbols or box maker certificate.
No other supplier labels shall be placed on the shipping container
unless approved by Sun in writing.
11. Label Construction and Quality
11.1. Label Printing
The label must be printed with either an impact printer, a
photographic composition process, or a thermal transfer process.
White paper stock is required.
11.2. Reflectivity
Reflectivity requirements shall be met in both the B633 and B900
spectral bands. The minimum reflectance of the quiet zones shall
be 60 percent. The minimum reflectance of the spaces between the
bars shall be 51 percent.
11.3. Temperature/Humidity
The label shall be able to tolerate a range of temperatures from
-40 degrees centigrade to 85 degrees centigrade without
degradation in scanning performance or legibility.
The label shall not be susceptible to high humidity (90%) and
shall maintain legibility and adherence requirements.
11.4. Fading
The label shall be fade free under both sunlight and artificial
fight conditions for a period of 2 (two) years.
11.5. Adherence
The labels shall not be removable. The label will not become loose
or peel off for a period of 2 (two) years.
Sun Microsystems, Inc. - 16 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
12. Exceptions -- Who to Contact
U.S. West Coast
- ---------------
Sun Microsystems Computer Corporation
2550 Garcia Avenue M/S: Mil05-117
Mountain View, CA 94043-1100
Attn: Supply Partner Manufacturing Engineering
Fax: (408) 945-6498
U.S. East Coast
- ---------------
Sun Microsystems Computer Corporation
5 Omni Way NVS: CHL05_2
Chelmsford, MA 018424-4141
Attn: CSU Manufacturing Engineering
Fax: (508) 442-0015
Europe
- ------
Supplier Engineering
Sun Microsystems Scotland B.V
Springfield
Linlithgow
West Lothian
EH49 7LR
FAX- +44 (0) 506 670011
Label samples should be sent to the above address for verification.
Sun Microsystems, Inc. - 17 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
APPENDIX A-i
TYPE 1 SAMPLE LABEL
MAKE-TO-STOCK or
DOCK-TO-STOCK PRODUCTS
SEE SPECIFICATIONS FOR DETAILS ON PRINTING
EACH OF THE FIELDS ON THIS LABEL
Sun Microsystems, Inc. - 18 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
APPENDIX A-ii
TYPE 2 SAMPLE LABEL
MAKE TO ORDER PRODUCTS
SEE SPECIFICATIONS FOR DETAILS ON PRINTING
EACH OF THE FIELDS ON THIS LABEL
Sun Microsystems, Inc. - 19 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
APPENDIX A-iii
TYPE 3 SAMPLE LABEL
MINI LABEL FOR
MAKE-TO-STOCK AND
DOCK-TO-STOCK PRODUCTS
SEE SPECIFICATIONS FOR DETAILS ON PRINTING
EACH OF THE FIELDS ON THIS LABEL
Sun Microsystems, Inc. - 20 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
APPENDIX A-iv
TYPE 4 LABEL SAMPLE
MASTERPACK LABEL
SEE SPECIFICATIONS FOR DETAILS ON PRINTING
EACH OF THE FIELDS ON THIS LABEL
Sun Microsystems, Inc. - 21 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
Appendix B
To find the correct "identity" for your manufacturing part number, use INQMPPRT
in the BOM or COE module of Cullinet. Enter your manufacturing part number and
Cullinet will respond with the identity to print on the shipping container
label.
The following are examples:
IDENTITY DESCRIPTION PART NUMBER
================================================================================
4/75S-32-P43 32MB DESKTOP SERVER-PKG 600-2582-xx
4/40MN-8-P40 8MB MONO FR.BUF. DESKTOP PKG 600-2569-xx
4/50N-16-P43 600-2886-xx
4/75GXN-32-P43 32MB MONITORLESS DESKTOP PKG 600-2841-xx
X552A 207MB LUNCHBOX 595-2152-xx
X559L CD ROM for Int Exp Pedestal 595-2348-xx
X559A CD ROM 595-1929-xx
X571A 1.3 GB SCSI DT STORAGE MODUL 595-2253-xx
X572A 1.3 GB SCSI Int EXPANSION DISK 595-2293-xX
X227A 17"MONOCHROME MONITOR 365-1100-xx
X228A 19"MONOCHROME MONITOR 365-1140-xx
X246A 19"COLOR MONITOR 365-1112-xx
X8300 NORTH AMERICAN CTY HARDWARE KT 595-2307-xx
X8301 UNIVERSAL COUNTRY HARDWARE KIT 595-2306-xx
X8302 FRENCH COUNTRY HARDWARE KIT 595-2308-xx
X300Q-BLD ELC North American Sys Acc Kit 595-2428-xx
X303Q-BLD ELC German Sys Acc Kit 595-2429-xx
X9301Y SS IPC OWNER'S SET IN ENGLISH 855-1481-xx
X9302Y SS IPC OWNER'S SET IN FRENCH 855-1514-xx
X9301U SS IPX OWNER'S SET IN ENGLISH 855-1502-xx
X116Q 16MB MEMORY EXP F501-1822-xx
X104Y 4MB MEMORY EXPANSION MODULE 595-2108-xx
X104H 4MB MEMORY EXPANSION MODULE X104H
X116Y 16MB MEMORY EXP 595-2109-xx
X168A 64MB ECC Memory Exp SIMM 595-2361-xx
SPRN-TONER TONER, CARTRIDGE, ZEBRA 365-1124-xx
SPRN-DRUM DRUM, CARTRIDGE, ZEBRA 365-1125-xx
Sun Microsystems, Inc. - 22 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
UG-RMA 850-1880-xx
X1008A OPT ASSY,SPIFF W/DRIVER,5VDC 605-1291-xx
X1009A High-Speed Serial Interface/SBus 605-1301-xx
HSS-1.0-X-X-9 HSI/S Documentation 855-1526-xx
X180A 32 KEY BUTTON GRFX 1/0 DEVICE 595-1865-xx
X190A 8DIAL GRFX INPUT VALUATOR BOX 595-1737-xx
SX-9A BEG GD MMBX 851-1028-xx
SX-9B SYS ADMIN MINIBX 851-1029-xx
SX-9C SYS REF MINIBX 851-1018-xx
SX-9D PRGR GDS MINIBX 851-1019-xx
OWN-2.0-X-X-9U ONW V2 MNL ENDUSR 851-1035-xx
Contact the Supply Partner Engineer if there are any questions regarding
identities.
Sun Microsystems, Inc. - 23 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
Appendix B Addendum
SOFWARE PRODUCTS
- ----------------
NAME_REV_MEDIA (15 characters maximum)
NAME: This is the name of the tape program
8 characters max; 3 characters minimum
REV: This is the revision number of the media
MEDIA: TP (1/4" tape), CD, or MAN (manuals)
EXAMPLES:
- ---------
NWSPRNT 1.0 TP
OS 4.1.1B CD
FORTRAN 1.0 CD
OWN 1.0.1 TP
COBOL 1.0 MNL
Sun Microsystems, Inc. - 24 - Proprietary
<PAGE>
July 15, 1993 Spec. Number: 950-1419-03
Engineering Specification
for
Part Identification Label
Appendix C
COMMODITY CLASS CODES REQUIRING SERIAL NUMBERS
365 - (some known exceptions)
370-
F370 -(some known exceptions)
F300-
F540-
F501 -
599-
600-
603-
605-
610-
595 - (some known exceptions)
556-
558-
565-
R365-
R595-
R599-
850-1880-
Sun Microsystems, Inc. - 25 - Proprietary
<PAGE>
Spec. Number 950-134-01 Rev. A
Date: May 31. 1989
Exhibit K-4
Shipping Carton Color Standard
for
Sun Blue, Red, Gray, and Black
Sun Microsystems, Inc.
2550 Garcia Avenue
Mountain View, CA 94043
(415) 960-1300
<PAGE>
Revision History
<TABLE>
<CAPTION>
- -------------- ------------ -------------- ----------------------------------------- ----------- -----------------
DASH REV ECO NO. DESCRIPTION OF CHANGE DATE APPROVED
- -------------- ------------ -------------- ----------------------------------------- ----------- -----------------
<S> <C> <C> <C> <C> <C>
-01 1 Unreleased 5/31/89
- -------------- ------------ -------------- ----------------------------------------- ----------- -----------------
-01 A Production Release
- -------------- ------------ -------------- ----------------------------------------- ----------- -----------------
- -------------- ------------ -------------- ----------------------------------------- ----------- -----------------
</TABLE>
NOTE: This is a 2 page document
Originator:
Approved by CCB: Date:
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------
CCB Members
- ------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Project Mgr. Test Eng.
- -------------------- ------------------------------- --- ------------------- -------------------------------------
Sustain. Eng. Mat'l. Plan.
- -------------------- ------------------------------- --- ------------------- -------------------------------------
Mfg. Eng. Prod. Contl.
- -------------------- ------------------------------- --- ------------------- -------------------------------------
Q.A. Prod. Compl.
- -------------------- ------------------------------- --- ------------------- -------------------------------------
C.S.D. Other
- -------------------- ------------------------------- --- ------------------- -------------------------------------
</TABLE>
<PAGE>
1. Scope
1.1 This document specifies the color of Sun Blue which shall be
printed on all non-OEM cartons.
1.2 This document applies to all manufacturers who supply Sun with
Dock to Stock Products and vendors who supply Sun with printed
cartons.
2. Sun Blue
2.1. Sun Blue, per Sun color chip 255-XXX-XX, is used for graphics on
Sun product shipping packages.
2.2. Sun Blue color chips are available for the substrates listed
below. The pigments, identified in the table below, shall be
combined to produce a match within the following parameters:
a. The densitometer reading of the color chip is 90 and the
maximum varience from this shall be plus or minus five
points. (85-95)
b. The colors must match visually when viewed under daylight
5000 K
<TABLE>
<CAPTION>
- ----------------------- ------------------------------------- --------------------------------------------------
Part Number Substrate Flexographic Pigment Combination
- ----------------------- ------------------------------------- --------------------------------------------------
- ----------------------- ------------------------------------- --------------------------------------------------
<S> <C> <C>
Color Index Pigments:
255-1007-01 Kraft
- ----------------------- ------------------------------------- Red 57
255-1006-01 #1 White Corrugated
Blue 15
- ----------------------- -------------------------------------
255-1005-01 #3 White Corrugated White 6
- ----------------------- ------------------------------------- --------------------------------------------------
</TABLE>
-----------------------------------------------------------
Locate Appropriate Color
Chip Here
-----------------------------------------------------------
<PAGE>
3. Sun Red, Gray, and Black
3.1 There are three other colors that can appear on Sun Shipping
Cartons:
1. Sun Red, per PMS 185
2. Sun Gray, per PMS 424
3. Black (no PMS reference number needed)
<PAGE>
EXHIBIT K-5
SPECIFICATION FOR A SUN COLOR:
SUN MEDIUM PURPLE
950-1306-01
Contents
- --------
1. Purpose
2. Scope
3. Color
4. Application of specification to drawings
5. Color coordinates and tolerances
1. Purpose
This specification establishes the values and tolerances required to
define the color Sun Medium Purple.
2. Scope
2.1 This color definition is intended for application of material
approved by Sun Microsystems.
3. Color
3.1 This specification is consistent with requirements for
application of color set forth in the Sun General Cosmetic
Specification.
4. Application of specification to drawing
4.1 General
4.1.1 This specification is intended to be applied in
conjunction with the Sun General Cosmetic Specification.
<PAGE>
SPECIFICATION FOR A SUN COLOR
SUN MEDIUM PURPLE
950-1306-01
4.1.2 The inclusion of this specification number is adequate
to completely define the color represented and
controlled by this specification. However it is
recommended to inlcude the English name of the color for
reference.
4.1.3 When this specification is referenced by the part
drawing, all relevant values and specifications herein
apply unless otherwise noted on the drawing.
5.0 Color Coordinates and Tolerances
5.1 CIE Lab A,C,D and F
5.1.1 Coordinates are given for 4 illuminants (CIE Lab A,C,D
and F) in L*a*b* color space. Allowable tolerance ranges
for each coordinate are included as part of the color
definition, and may be assymetrical with respect to the
center value. E is used to modify the allowable
cumulative tolerance zone.
5.1.2 Color must fall within specified tolerance ranges for
all listed illuminants.
5.1.3 Paint: The values for Sun Medium Purple are:
2 Deg. Observer CIE Lab
L* a* b* Delta E
(max.)
Iluminant
A 53.75 0.26 -8.53 0.35
C 54.06 3.01 -8.63 0.35
D 54.06 2.66 -8.53 0.35
F 53.73 2.39 -9.44 0.35
Tolerance + 0.35 0.35 0.35
- 0.35 0.35 0.35
2of5
<PAGE>
SPECIFICATION FOR A SUN COLOR
SUN MEDIUM PURPLE
950-1306-01
Alternate:
2 Deg. Observer FMC II
Illuminant Delta E
X Y Z x y (max.)
A 23.94 21.74 9.49 .4339 .3941 0.9
C 22.25 22.03 32.00 .2917 .2888 0.9
D 21.49 22.03 29.42 .2946 .3020 0.9
F 21.83 21.72 18.52 .3517 .3499 0.9
Tolerance
+ 0.9 0.9 0.9
- 0.9 0.9. 0.9
5.1.4 Plastic: The values for Sun Medium Purple are:
2 Deg. Observer CIE Lab
L* a* b* Delta E
(max.)
Illuminant
A 54.09 0.34 -8.26 0.45
C 54.38 2.92 -8.32 0.45
D 54.38 2.61 -8.26 0.45
F 54.04 2.21 -9.09 0.45
Tolerance
+ 0.45 0.45 0.45
- 0.45 0.45 0.45
3of5
<PAGE>
SPECTFICATION FOR A SUN COLOR
SUN MEDIUM PURPLE
950-1306-01
Alternate:
2 Deg. Observer FMC II
Illuminant Delta
X Y Z x y (max.)
A 24.31 22.06 9.56 .4347 .3944 1.1
C 22.53 22.33 32.18 .2924 .2898 1.1
D 21.77 22.33 29.61 .2953 .3029 1.1
F 22.08 22.01 18.60 .3522 .3511 1.1
Tolerance
+ 1.1 1.1 1.1
- 1.1 1.1 1.1
5.2 Spectral Reflectance
5.2.1 Percentage of reflection given for wave length at
intervals of 20 nanometers for the range 360-720
nanometers. The spectral reflectance values are intended
to uniquely define the nominal color.
4of5
<PAGE>
SPECIFICATION FOR A SUN COLOR
SUN MEDIUM PURPLE
950-1306-01
5.2.2 Reflectance Values for Paint and Plastic
Paint Plastic
-----------------------
NM %RNM %R
360 8.04 360 12.13
380 12.01 380 16.71
400 23.56 400 25.69
420 28.50 420 28.33
440 27.84 440 27.91
460 27.18 460 27.48
480 25.65 480 25.94
500 24.63 500 24.68
520 22.59 520 22.91
540 21.71 540 21.86
560 20.69 560 21.39
580 21.49 580 21.60
600 21.98 600 21.99
620 21.53 620 22.09
640 21.35 640 21.97
660 21.38 660 21.85
680 20.97 680 21.61
700 20.55 700 21.37
720 20.24 720 21.11
740 20.02 740 20.88
5of5
<PAGE>
EXHIBIT M
LIST OF SUNCONNECT SUPPLIERS
FROM WHOM
NP MAY PURCHASE GOODS
1. 3M
2. Tharco
Additional parties may be added by mutual consent
NP's ability to purchase from such suppliers is dependent on agreement of the
supplier.
<PAGE>
EXHIBIT N
Pricing and Leadtime
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
EXHIBIT N-1
Materials and Leadtimes
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit R
Customer Support Provisions
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit R-1
NP's Repair Facilities
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit R-2
Sun's Repair Depots and TPMs
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit R-3
Out of Warranty Repair
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit R-4
NTF Charges
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
AMENDMENT #2 TO SUN MICROSYSTEMS, INC.
DEVELOPMENT AND PURCHASE AGREEMENT
Sun Microsystems, Inc. ("Sun") and Network Peripherals Inc. ("NP") hereby agree
to amend the Development and Purchase Agreement between them dated 2/25/94
("Agreement") as follows:
1. In the event of a conflict between the terms and conditions of this
Amendment No. 2 and the Agreement as it relates to the OEM Products
listed in Exhibit N-2, this Amendment No. 2 shall take precedence.
2. Reference Section 1.4, 2.3 and 2.4. There are no "Development
Deliverables" associated with the OEM Products set forth in Exhibit N-2.
3. Within thirty (30) days after execution of this Amendment No. 2, NP will
deliver all materials described in 19.2 related to SunFDDI 5.0 to Sun's
designated Escrow Agent.
4. In Section 24, Administration, change Sun's primary administrator to:
"Mayita Sanchz
Sun Microsystems, Inc.
2550 Garcia Avenue, UMIL01-118
Ph: (408) 276-2797
Fax: (408) 945-6498"
5. Exhibit A-1 titled "SunFDDI 5.0 Product Specification", Sun Part Number *
"Confidential portion has been omitted and filed separately with the
Commission.", is attached hereto and incorporated herein by this
reference.
6. In Exhibit C, Section 2.0. insert the following after the headings
indicated:
* "Confidential portion has been omitted and filed separately with the
Commission."
7. Exhibit F dated 4/1/93 is deleted in its entirety.
8. Exhibit G, SunFDDI 5.0 Sun Unique Elements is attached hereto and
incorporated herein by this reference.
9. Exhibit N-1 dated January 18, 1996 is deleted in its entirety and
replaced by Exhibit N-1 dated September 18, 1996
10. Exhibit N-2 dated November 11, 1996 is attached hereto and incorporated
herein by this reference.
11. Exhibit R-3 dated December 5, 1995, is deleted in its entirety and
replaced by Exhibit R-3 dated October 3, 1996 attached hereto.
Except as so amended, the Agreement is confirmed in its entirety.
SUN MICROSYSTEMS, INC., NETWORK PERIPHERALS INC.
BY: __________________________ BY: ____________________________
NAME: __________________________ NAME: ____________________________
TITLE: __________________________ TITLE: ____________________________
DATE: __________________________ DATE: ____________________________
November 11, 1996 ff 1 Network Peripherals, Inc.
<PAGE>
Sun FDDI 5.0 Product Specification
Exhibit A-1
_________________________________________________________
* "Confidential portion has been
omitted and filed separately with
the Commission."
<PAGE>
Sun FDDI Sbus Adapter 5.0
Product Requirements
__________________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
Exhibit G: Sun FDDI 5.0
Sun Unique Elements
__________________________________________________________
* "Confidential portion has been omitted and filed
separately with the Commission."
<PAGE>
EXHIBIT N-1
Materials and Leadtimes
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
EXHIBIT N-2
Pricing and Leadtime
* "Confidential portion has been omitted and filed separately with the
Commission."
<PAGE>
Exhibit R-3
Out of Warranty Repair
* "Confidential portion has been omitted and filed separately with the
Commission."
