【正文】 eement entitled PRODUCT CONFORMANCE REVIEW. Only major hardware failures and visual/mechanical/appearance defects are considered for determining Epidemic Condition. MATERIAL could be either sampled or, a Company39。 or: (ii) if the other party evidences an inability to pay debts as they bee due, unless adequate assurance of such ability to pay is provided within thirty (30) days of such notice. If a proceeding is menced under any provision of the United States Bankruptcy Code, voluntary or involuntary, by or against either party, and this Agreement has not been terminated, the nondebtor party may file a request with the bankruptcy court to have the court set a date within sixty (60) days after the mencement of the case, by which the debtor party will assume or reject thisPAGE 5 Agreement No. SC11990054 Sheet 5 of 28 Agreement, and the debtor party shall cooperate and take whatever steps necessary to assume or reject the Agreement by such date.15. CFC PACKAGING Supplier warrants that all packaging materials furnished under this Agreement and all packaging associated with MATERIAL furnished under this Agreement were not manufactured using and do not contain chlorofluorocarbons. Packaging means all bags, wrapping, boxes, cartons and any other packing materials used for packaging. Supplier shall indemnify and hold Company harmless for any liability, fine or penalty incurred by Company to any third party or governmental agency arising out of Company39。s subcontractor(s) at any tier. In the event of an assignment, Company may terminate this Agreement or an order, in whole or in part, by written notice to Supplier. In such case, Company39。s election and (ii) there has been a reasonable amount of purchases during the period preceding Supplier39。s Modification Request is not an acceptable solution, then in lieu of all other rights and remedies at law or equity or otherwise, and without any cost to or liability or obligation of Company, Company shall have the right to terminate this Agreement . Supplier shall continue to supply MATERIAL to Company pursuant to the Specifications for the term of the Agreement. If Supplier is unable to continue to thus supply or discontinues manufacture of MATERIAL, Company shall be entitled to three (3) month39。s right to any supply of MATERIAL hereunder is nonexclusive except for MATERIAL marked with INSIGNIA. Supplier shall have the right to supply parable products to third parties.12. SPECIFICATIONS OR DRAWINGS Supplier39。s customers subject to freight charges appropriate for goods classified as Data Communication Products. Supplier shall indicate on the bill of lading that Company39。s location as may be designated by Supplier). Company shall select the carrier(s) and provide the name(s) of the carrier(s) and Company39。s obligations under this section.7. TERMS OF PAYMENT Net thirty (30) business days from the date of shipment of the MATERIAL to Company, or designate, or receipt of the applicable invoice.* Certain information on this page has been omitted and filed separately with the Commission. Confidential treatment has been requested with respect to the omitted portions.PAGE 3 Agreement No. SC11990054 Sheet 3 of 288. FORECASTS Company shall provide Supplier with a [*] forecast submitted to Supplier by the fifth (5th) business day of each calendar month. Such forecast shall be used by Supplier for planning purposes only and shall not be deemed a mitment by Company to purchase the MATERIAL shown in the forecast.9. FOB The MATERIAL shall be shipped FOB Supplier39。s applicable books and records for the purpose of verifying Supplier39。s obligations including without limitation, Company39。s notice, Company39。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 nonmitment agreement and MATERIAL shall be furnished by Supplier on an asordered 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 Company39。s customers, andWHEREAS, Supplier desires to sell such materials to Company for resale toCompany39。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 T