【正文】 of Buyer’s Intellectual Property shall remain with Buyer at all times. Manufacturer shall be prohibited from using any of Buyer’s Intellectual Property in any product that is not manufactured for Buyer under this Agreement. Upon the expiration or termination of this Agreement, Manufacturer shall, as directed by Buyer, return to Buyer all documen ts, plans specifications, drawings and other materials in any form or media, relating to Buyer’s Intellectual Property, and shall retain no copy thereof, except to the extent necessary to fulfill its obligatio ns under this Agreement. 買方知識(shí)產(chǎn)權(quán)的產(chǎn)權(quán)及所有權(quán)應(yīng)始終屬于買方。 (2) design of any Product developed by Buyer, or developed by Manufacturer at Buyer39。除非本協(xié)議內(nèi)另行規(guī)定，否則本協(xié)議并未授予制造方任何制造、包裝或裝運(yùn)買方其它產(chǎn)品的權(quán)力。每批產(chǎn)品的瑕疵率不得超過 3%（以下簡稱為“瑕疵率”）。 iii) Buyer and Buyer’s customers may, during normal business hours and following reasonable notice, subject to Manufacturer’s arrange ment, review Manufacturer’s facilities, quality control procedures and related records as reasonably necessary for Buyer and/or Buyer’s customers to satisfy themselves with Manufacturer’s pliance with its obligations under this Agreement. 買方與買方客戶可在正常營業(yè)時(shí)間內(nèi)通過合理通知的方式按照制造商的安排評(píng)審制造商的設(shè)施、質(zhì)量控制程序及相關(guān)記錄，以確保買方和 /或買方客戶滿足制造商在本協(xié)議下的義務(wù)。 e) Quality Assurance. Manufacturer shall take all necessary actions to ensure that the Product c omplies in all respects with the Specifications and the quality approval procedures imposed by Buyer from time to time, including, without limitation, the delivery of product samples, packaging and wrappin g material, labeling and other relevant materials. Without limiting the generality of the foregoing, Manufacturer shall ply with the follow ing minimum quality assurance procedures: 質(zhì)量保證 制造方應(yīng)采取一切必要措施確保產(chǎn)品符合技術(shù)規(guī)格以及買方不時(shí)規(guī)定的質(zhì)量核準(zhǔn)流程的要求，包括但不限于樣品交付、包裝物料、標(biāo)簽與其它相關(guān)物料。制造方應(yīng)在收到買方通知后盡快進(jìn)行變更。 d) Changes. Manufacturer shall not make changes to the Specifications without the prior written approval of Buyer. Buyer may from time to time direct that modifications be made to the design of the Products. Such modifications may originate with Buyer or may be remended by Manufacture r. Within thirty (30) da ys following Manufacturer’s receipt of a requested modification from Buyer, Manufacturer shall provide Buyer a binding estimate of the effect of such modification on the Manufacturing Price (as defined below). If Buyer approves the estimate in writing, Manufacturer shall make such modifications as soon as practicable upon receipt of such notice from Buyer. Further, Manufacturer agrees to advise Buyer in writing of any material changes to manufacturing processes and any changes to materials, sources of supply, or process che mistries, test procedures, quality reporting or other major processes, and to ensure that any such changes do not promise Specifications, quality, or reliability of Products ordered pursuant to this Agreement. In the case of changes to materials or sources of supply, such notice shall be provided no less than the applicable material’s lead time plus thirty (30) days prior to the effectiveness of such change. Manufacturer may not make any such changes without prior written approval from Buyer. 變更 未 經(jīng)買方事先書面同意，制造方不得對(duì)技術(shù)規(guī)格進(jìn)行任何變更。制造方應(yīng)嚴(yán)格按照技術(shù)規(guī)格制造產(chǎn)品。 b) Manufacturing Right. Buyer hereby grants Manufacturer and Manufacturer hereby accepts the nonexclusive, worldwide right to manufacture and package the Product in accordance with this Agre ement. Manufacturer shall acquire no other right or license except as expressly granted in this Agreement. All rights not expressly granted hereunder are reserved by Buyer. Manufacturer hereby agrees to manufac ture and sell to Buyer such quantities of the Products for which Buyer issues purchase orders pursuant to this Agreement. Manufacturer shall manufacture the Products in strict pliance with the Specifica tions. Manufacturer shall not manufac ture, package, sell, ship or otherwise distribute any Products designed to the Specifications, or any Products containing any of Buyer’s Intellectual Property, to any person or entity, other than Buyer, unless with Buyer’s express consent. 制造權(quán)利 買方 在此授予制造方且制造方在此接受一項(xiàng)非排他性且全球性的權(quán)利，使制造方有權(quán)根據(jù)本協(xié)議制造并包裝產(chǎn)品。 f) “Specificatio ns” shall mean the Product and/or manufacturing specifications set forth in Exhibit A attached hereto, as may from time to time either be amended by written agreement of the parties, or as set forth in subsequen t Purchase Orders and accepted by Manufacturer. “ 技術(shù)規(guī)格 ”系指本協(xié)議附件 A（本協(xié)議雙方可通過書面協(xié)議不時(shí)對(duì)其進(jìn)行修改）或隨后的采購訂單中規(guī)定的并經(jīng)制造方接受的產(chǎn)品和 /或制造規(guī)格。 c) “Intellectual Property” shall mean any and all patents (and applications therefore), Buyer Marks, trademarks (and applications therefore), trade secrets, trade names, trade dress, mask works, copyrights, other intellectual property rights or proprietary rights, ideas, concepts, know how, techniques, inventions, discoveries, improvements, documents, products, systems, practices, procedures, means, methods, designs, devices, programs, software, drawings and sketches, and trade secrets relating to the design, development, implementation, use, maintenance and upgrading of the Product. Intellectual Property includes, but is not limited to, subject matter that falls within the definition of patentable subject matter under the laws of the . or any other country or within the definition of copyrig htable materials under the laws of the . or any other country. “ 知識(shí)產(chǎn)權(quán) ”系指與產(chǎn)品設(shè)計(jì)、開發(fā)、實(shí)施、使用、維護(hù)與升級(jí)相關(guān)的所有專利（以及專利申請(qǐng)）、買方標(biāo)識(shí)、商標(biāo)（及商標(biāo)申請(qǐng)）、商業(yè)秘密、商業(yè)名稱、商業(yè)外觀、掩模作品、版權(quán)、其他知識(shí)產(chǎn)權(quán)或?qū)Ｓ袡?quán)利、理念、概念、技術(shù)訣竅、技術(shù)、發(fā)明、發(fā)現(xiàn)、改良、文件、產(chǎn)品、系統(tǒng)、實(shí)踐、程序、方法、方式、設(shè)計(jì)、裝臵、程序、軟件、圖紙及草圖以及商業(yè)秘密。 the