朗讯公司标准OEM采购协议书范本.doc

. . LUCENT TECHNOLOGIES INC. STANDARD OEM PURCHASE AGREEMENTTERMS AND CONDITIONS Agreement No. SC11990054 Sheet 1 of 28Packeteer Inc.10495 N. De Anza Blvd.Cupertino, CA 95014This Agreement is made by and between Lucent Technologies Inc. <"Company">having an office at 188 Mt Airy Road, Basking Ridge, NJ 07920 and Packeteer Inc.<"Supplier"> having an office at 10495 N. De Anza Blvd., Cupertino, CA 95014.Company agrees to purchase and Supplier agrees to sell in accordance with theterms and conditions stated in this Agreement and any attachments to thisAgreement.WHEREAS, Company wishes to purchase products of Supplier's <design and>manufacture for resale to Company's customers, andWHEREAS, Supplier desires to sell such materials to Company for resale toCompany's customers,THEREFORE, the parties agree as follows1. AGREEMENT EFFECTIVE PERIOD The term of this Agreement shall commence on, June 25, 1999, and shall, except as otherwise provided in this Agreement, continue in effect thereafter until September 21, 2003.2. MATERIAL "MATERIAL" as used in this Agreement shall mean Supplier's PacketShaper Products as listed in APPENDIX A, attached and made a part of this Agreement. Such MATERIAL is hereby offered for sale of hardware and license to software by Supplier and may be purchased by Company in accordance with the terms, conditions and specifications stated in this Agreement. This Agreement is a non-commitment agreement and MATERIAL shall be furnished by Supplier on an as-ordered basis.<PAGE> 2 Agreement No. SC11990054 Sheet 2 of 28 "Specification<s>" as used in this Agreement shall mean all of the specifications made part of this Agreement.3. OPTION TO EXTEND Company shall have the right to extend the period specified in the section "AGREEMENT EFFECTIVE PERIOD" for up to twelve <12> months by giving Supplier at least thirty <30> business days prior written notice. Within ten <10> business days of the date of Company's notice to extend the period, Supplier shall notify Company in writing whether Supplier proposes to revise the price<s> under this Agreement. If the parties fail to agree on the revised price<s> within twenty <20> business days after the date of Supplier's notice, Company's notice of extension shall be considered withdrawn and prices for outstanding orders or orders placed during the term of this Agreement shall not be revised.4. PRICE AND DISCOUNTS Prices shall be as shown in APPENDIX A. Prices as listed in Appendix A shall remain in effect during the period June 25, 1999 through June 24, 2000. Thereafter, Supplier may increase prices once in the remaining twelve <12> months term of the Agreement. Supplier shall notify Company sixty <60> business days in advance of any proposed price increase. Orders placed prior to the proposed effective date shall not be affected by the proposed price revision. If Company and Supplier fail to agree upon prices by the proposed effective date, Company reserves the right to terminate this Agreement and any outstanding purchase orders placed against this Agreement without any cost to or liability or obligation of Company.5. COST REDUCTION Both parties shall endeavor to reduce the costs of products furnished under this Agreement.6. BEST PRICE If, at any time during the term of this Agreement Supplier should sell to any customer other than to affiliates or subsidiaries of Supplier, material at least equal or similar quality and volume at a price lower than that in effect under this Agreement, Company shall pay such lower price on all deliveries of MATERIAL which are made during the period when such lower price is in effect Subject to Company's obligations including without limitation, Company's obligations of confidentiality, and upon ten <10> days written notice and not more than twice per calendar year, a qualified third party, reasonably acceptable to both parties, may audit Supplier's applicable books and records for the purpose of verifying Supplier's compliance with this provision. Such third party shall be subject to a confidentiality agreement and any report shall be limited to verifying Supplier's obligations under this section.7. TERMS OF PAYMENT Net thirty <30> business days from the date of shipment of the MATE