Purchase Agreement

Between Apple and Freescale

This Purchase Agreement is between Apple Computer, Inc., a California corporation, with offices at 1 Infinite

Loop, Cupertino, CA 95014 (“Apple”) and Freescale Semiconductor, Inc., a Delaware corporation, with offices

at 7700 West Parmer Lane, Austin, Texas (“Freescale”). This Purchase Agreement is effective from August 10,

2005.

Purpose

Apple and Freescale have been discussing the pricing and other terms and conditions related to Apple’s

purchase of Freescale MPUs. The parties intend that this Purchase Agreement govern their relationship and all

Purchase Orders for Freescale MPUs.

Agreement

Definitions

Capitalized terms are defined in Attachment 1.

Purchase and Supply

Freescale agrees to supply and Apple agrees to purchase (or have Authorized Purchasers purchase) MPUs as

follows:

WIP Purchase Commitment

Apple or its Authorized Purchasers will purchase the WIP described in Attachment 3 in the manner described in

Attachment 3. All WIP Purchase Orders will be subject to the terms and conditions of this Purchase Agreement,

including the terms set forth in Attachments 2-5.

Future Purchase Orders

Apple and its Authorized Purchaser may place Purchase Orders for additional MPUs during the term of this

Purchase Agreement. Such Purchase Orders will be subject to the terms and conditions of this Purchase

Agreement, except those applicable only to WIP Purchase Orders.

Nothing in this Purchase Agreement, in any MPU forecast, or in any prior discussions or agreements between

the parties will give rise to an obligation to place any Purchase Orders other than the WIP Purchase Orders.

Pricing

Pricing for all Purchase Orders for MPUs ordered under this Purchase Agreement will be as set forth in

Attachment 2.

Supply Obligation

Freescale agrees to accept and fulfill all Purchase Orders for the MPUs until the earlier of (1) the expiration of

this Purchase Agreement or (2) with respect to a specific MPU, until the MPU is discontinued as set forth in

Attachment 4. Freescale will acknowledge all Purchase Orders (including Blanket Purchase Orders) and confirm

the Delivery Date within 5 business days after they are placed. Freescale will ship all MPUs ordered on or

before the Delivery Date. If an MPU [**], Freescale will [**] Apple and will [**] Apple’s [**] to the

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 2

[**] of [**] based on [**] to the [**] for the [**] or [**]. If a delivery will be delayed by more than one day,

Freescale will promptly notify Apple, and if it will be delayed by more than two days, Freescale will ship the

delayed product on an expedited basis at Freescale’s expense.

Cancellations and Flexibility

Apple and its Authorized Purchasers may only cancel or revise Purchase Orders as set forth in Attachment 4.

Payments

Payment obligations under this Purchase Agreement are set forth in Attachment 5.

Product Warranties

Freescale warrants that the MPUs will [**] and [**] mutually agreed to by Apple and Freescale for [**] after the

date of [**], and Freescale will [**] and [**] of any MPUs that [**] or [**] within such warranty period. This

warranty [**] that result from [**] the MPU [**] set forth in the [**].

Independent Efforts and Similar Products

Nothing in this Purchase Agreement will impair Apple’s right to develop, manufacture, purchase or use products

or services competitive with those offered by Freescale.

Confidentiality

The terms, conditions and existence of the Purchase Agreement and related negotiations and activities will be

considered confidential information of each party governed by the terms of the mutual confidentiality agreement

between them dated 5/10/05.

Indemnities

Subject to the limitations and exclusions stated below, Freescale will defend, at Freescale’s expense, any Claim

or Suit against Apple or any of its subsidiaries and will indemnify them from any costs and damages finally

awarded (including attorney and other professional fees and expenses) and any amounts paid in settlement in

connection with such Claim or Suit. “Claim” means a claim that any MPU furnished by Freescale under this

Purchase Agreement infringes (or that the sale, offer for sale, use, or importation of such MPU infringes) a

patent or copyright, or misappropriates a trade secret. “Suit” means a lawsuit based on a Claim.

Required Procedures

Freescale will have [**] pursuant to this section [**]: (i) [**] in writing as soon as reasonably practicable after

[**]; and (ii) [**] will not be liable for the settlement of a Claim made [**]. [**] may not enter into any

settlement that imposes any obligation on [**] or publicize or permit any third party to publicize any settlement

of a Claim without [**] prior written consent. Nothing in this Purchase Agreement will obligate Freescale to

knowingly infringe any valid patent or other intellectual property of a third party. If Freescale has reason to

believe that any MPU or portion thereof infringes such an intellectual property right, it will promptly notify

Apple and [**] will [**] or [**]. Freescale may [**] such MPUs [**] for [**] and [**] the [**] and [**]. If a

Claim is asserted prior to completion of delivery of the MPU, Freescale will notify Apple in writing and [**],

and [**]: (i) obtain for Apple the right to use and sell the MPUs; (ii) [**]; or, if neither of the above [**],

(iii) [**] of the products and [**] the purchase price paid[**]. [**] will [**] product until [**] has [**] for [**].

Exclusions

Freescale will have no obligation to defend or indemnify Apple if: (i) Apple or any third party altered the MPUs

after delivery and the alleged infringement would not have occurred but for such alteration; or (ii) such Claim is

based on [**] the MPUs [**] and the MPU would not have infringed but for such [**].

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 3

Injunctions

If there is a credible threat that any MPU will be enjoined as a result of a Suit, Freescale will notify Apple in

writing and if Apple requests, and at no expense to Apple: (i) obtain for Apple the right to use and sell the

MPUs; (ii) substitute an equivalent product(s) reasonably acceptable to Apple and extend this indemnity to that

product(s); or, if neither of the above is possible, (iii) accept the return of the MPUs and refund the purchase

price paid for the MPUs.

Limitations on Payable Damages

Freescale [**] of [**] of (1) [**] and (2) [**] for the infringing products, provided, however, that [**] will be

[**] the[**] will be [**]

[**]

Term and Termination

This Purchase Agreement and the obligations of the parties will continue in effect until terminated as set forth in

this section.

A party may terminate this Purchase Agreement by providing the other party written notice on or after

December 31, 2007 that it intends to terminate one year after the date of such written notice. Under no

circumstances will this Purchase Agreement terminate before December 31, 2008. Freescale will accept and

fulfill all Purchase Orders placed by Apple and its Authorized Purchasers during the one-year notice period,

provided that Apple is not in default under this Purchase Agreement.

The following terms shall survive termination of this Purchase Agreement: Confidentiality, Independent Efforts

and Similar Products, Warranties, Indemnities, Disputes, and Miscellaneous.

Miscellaneous

Disputes

If there is a dispute between the parties, the parties agree to escalate the matter for discussion and resolution by

designated members of their senior management teams. If they are unable to resolve the matter within a

reasonable period of time, not to exceed 60 days, then the parties may seek to resolve the dispute through a full

day, non-binding mediation conducted in Santa Clara County or San Francisco County, California. Each party

must bear its own expenses in connection with the mediation and share equally the fees and expenses of the

mediator. If the parties are unable to resolve the dispute during the mediation, then either party may commence

litigation in the state or federal courts. Either party may seek equitable relief in order to protect its confidential

information or intellectual property at any time (without first attempting to resolve the dispute as described

above).

Governing Law

This Purchase Agreement and the rights and obligations of the parties will be governed by and construed and

enforced in accordance with the laws of the State of California as applied to agreements entered into and to be

performed entirely within California between California residents, without regard to conflict of law principles.

Limitation of Liability & Disclaimer of Certain Damages

EXCEPT FOR PERSONAL INJURY, AND EXCEPT FOR THE LIMITED LIABILITIES OTHERWISE

PROVIDED IN THE PRODUCT WARRANTIES AND INDEMNITIES, EACH PARTY’S TOTAL

LIABILITY, WHETHER FOR BREACH OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT

LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE REVENUE RECEIVED BY FREESCALE

FOR PRODUCTS SOLD HEREUNDER. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE

OTHER FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON ANY

BREACH OR DEFAULT OF THE OTHER PARTY TO THE FULL EXTENT SUCH MAY BE

DISCLAIMED BY LAW.

Notices

Notices under this Purchase Agreement must be in writing and will be deemed given when actually received if

delivered by courier with written proof of delivery, or 10 days after being sent by first class mail, return receipt

requested, to the other party at the address below:

Apple Purchase Agreement Between Apple and Freescale — page 4

For notices to Apple:

To the address set forth on page 1: Attention: General Counsel

For notices to Freescale:

To the address set forth on page 1: Attention: General Counsel

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 5

A party may change its address by giving the other written notice as described above.

Severability

If a court of competent jurisdiction holds that any provision of this Purchase Agreement is invalid or

unenforceable, the remaining provisions will remain in full force and effect, and the parties will replace the

invalid or unenforceable provision with a valid and enforceable provision that achieves the original intent and

economic effect of the Purchase Agreement.

Waiver and Construction

Failure to enforce any provision of this Purchase Agreement will not be deemed a waiver of future enforcement

of that or any other provision. Section headings are for convenience only and are not to be considered in

construing or interpreting this Purchase Agreement. References to “Pages,” “Sections,” and “Attachments” are

references to pages and sections of and attachments to this Purchase Agreement. The word “herein” and words

of similar meaning refer to this Purchase Agreement in its entirety and not to any particular Section or provision.

The word “party” means a party to this Purchase Agreement and the phrase “third party” means any person,

partnership, corporation, or other entity not a party to this Purchase Agreement. The words “agrees to”, “will”

and “shall” are used in a mandatory, not a permissive, sense, and the word “including” is intended to be

exemplary, not exhaustive, and will be deemed followed by “without limitation.”

Entire Agreement

This Purchase Agreement, including any Attachments and any other documents referenced herein, all of which

are incorporated herein by reference, constitute the entire understanding and agreement of the parties, whether

written or oral, with respect to the subject matter of this Purchase Agreement and supersede all prior and

contemporaneous agreements or understandings between the parties with respect such subject matter with the

express exception of the parties’ previously executed nondisclosure agreements. Any different or additional

terms and conditions in a Purchase Order (other than the quantity and ship to location), purchase order

acknowledgment, on a web site, or otherwise, will be of no force or effect and will not become part of this

Purchase Agreement unless accepted in a written amendment signed by both parties.

Amendments

This Purchase Agreement may not be amended or modified except by a written amendment signed by

authorized signatories of both parties. To the extent any terms and conditions of the Purchase Agreement

conflict with the terms and conditions of any invoice, Purchase Order or purchase order acknowledgment, the

terms and conditions in the Purchase Agreement will control.

Counterparts

This Purchase Agreement may be executed in one or more counterparts, each of which will be deemed an

original, but which collectively will constitute one and the same instrument.

Acknowledged and agreed by their duly authorized representatives:

Apple Computer, Inc.

Freescale Semiconductor, Inc.

By:

/s/ Sabih Khan

By:

/s/ David Perkins

Title:

VP Operations

Title:

SVP & GM, NCSG

Date:

August 22, 2005

Date:

August 22, 2005

Apple Purchase Agreement Between Apple and Freescale — page 6

Attachment 1

Definitions

Whenever capitalized in this Purchase Agreement:

“

Apple

” means Apple Computer, Inc., a California Corporation, with offices at 1 Infinite Loop, Cupertino,

CA 95014.

“Authorized Purchaser”

means Apple, any of its wholly-owned subsidiaries, and any of its contract

manufacturers, original equipment manufacturers or other third parties authorized by Apple to purchase MPUs

for use in Apple-branded products or subassemblies for Apple-branded products.

“Blanket Purchase Order”

means a blanket order for MPUs to be delivered within the period specified on the

blanket order. Apple and its Authorized Purchasers will place individual Purchase Orders under the Blanket

Purchase Order and units will be shipped against those individual Purchase Orders. The individual Purchase

Orders must be for equivalent amounts and types of MPUs and must be for identical Delivery Dates as the

corresponding Blanket Purchase Order. The individual Purchase Orders must be placed no later than 4 weeks

after the Blanket Purchase Order and if they aren’t, Freescale will notify Apple in writing and Apple will

remedy the situation within 5 business days. Freescale’s failure to so notify Apple will not be a breach of this

Agreement. No units will ship against and Apple will have no liability for cancellation or other charges under a

Blanket Purchase Order. Apple or the Authorized Purchaser (as the case may be) will have liability for

cancellation or other charges under the individual Purchase Orders as set forth in Attachment 4.

“Delivery Date”

for a particular Purchase Order has the meaning set forth in Attachment 4.

“

Freescale

”

means Freescale Semiconductor, Inc., a Delaware corporation, with offices at 7700 West Parmer

Lane, Austin, Texas.

“MPUs”

means those Freescale microprocessors code-named [**] and [**] and listed in Attachment 2, whose

specifications and part numbers are specific to Apple, and any other microprocessors the parties may mutually

agree to add to this Purchase Agreement after the effective date.

“

Purchase Agreement”

means this Purchase Agreement between Apple and Freescale, including any

attachments, schedules or other documents referenced herein.

“Purchase Order”

means written orders for MPUs placed by Apple or an Authorized Purchaser

“WIP”

means the MPU units specifically described in Attachment 3.

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 7

Attachment 2

Pricing

The purchase price for [**] and [**] MPUs ordered by Apple and its Authorized Purchasers will be as set forth

below:

[**]

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 8

Attachment 3

WIP

Existing WIP Purchase Orders

Prior to the execution of this Purchase Agreement, Apple and its Authorized Purchasers placed Purchase Orders

(“WIP Purchase Orders”) for a total of [**] WIP MPUs. As of [**], Freescale had shipped [**] of these

units. [**] Apple or its Authorized Purchaser will place replacement Purchase Orders for [**] units, less units

already shipped as of the Effective Date within five business days after the Effective Date and will take delivery

of the all MPUs under WIP Purchase Orders [**].

Additional WIP Purchase Orders

Contemporaneously with the execution of this Purchase Agreement, Apple or its Authorized Purchasers will

place Purchase Orders (“Additional WIP Purchase Orders”) for a total of [**] MPUs, described in more detail

below, at the prices set forth in Attachment 2.

Apple will take delivery of all MPUs under the Additional WIP Purchase Orders [**].

[**]

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 9

Attachment 4

Purchase Orders

In addition to the other terms in this Purchase Agreement, the following terms apply to all Purchase Orders

(including the WIP and Additional WIP Purchase Orders):

Maximum Order Amounts

Except for the WIP Purchase Orders, Freescale will have no obligation to accept any Blanket Purchase Order

that orders more [**] MPU units (any combination of MPUs) for delivery in a given week.

Delivery Date

The Delivery Date for Additional WIP Purchase Orders will be the date set forth on the Purchase Order, [**],

whichever is earlier. The Delivery Date for all other WIP Purchase Orders will be the date set forth on the

Purchase Order or [**], whichever is earlier.

The Delivery Date for all other Purchase Orders will [**] from the date of Freescale’s acknowledgment of the

Purchase Order for the first [**]. Each additional [**] units will extend the delivery date by 1 additional week.

After [**], the Delivery Date for each Purchase Order placed under that Blanket Purchase Order will be [**] if

and only if Apple [**] as described in the section entitled [**].

Freescale will use [**] all [**] MPU units required for [**] and [**] and deliver such units by [**].

LOAs for [**]

After [**], Apple will provide a letter of authorization (“LOA”) authorizing Freescale to [**] in accordance with

[**] and [**]. If Apple terminates the LOA or does not place Purchase Orders (or have its Authorized

Purchasers place Purchase Orders) for [**] authorized by the LOA within [**] after the date of the LOA, Apple

will [**] for [**] the LOA [**], unless: (i) Freescale did not [**]; (ii) Freescale [**]; (iii) the [**] do not meet

all applicable specifications; or (v) Freescale can [**],[**] to [**] for [**],[**] or, if not [**],[**] or [**].

EOL

If Apple’s Blanket Purchase Orders request delivery of less [**] units of an MPU after Apple has requested

delivery of less than [**] units of an MPU for three weeks, then Freescale may issue an “end of life” notice

(“EOL”) for that MPU. If Freescale intends to discontinue an MPU, Freescale will give Apple written notice at

least 6 months prior to the discontinuation date. At any time prior to the discontinuation date, Apple and its

Authorized Purchasers may place Purchase Orders for the MPU but the Purchase Orders may not request

delivery of the MPU on a date later than 6 months after the discontinuation date.

Rescheduling

Reschedules are [**] without [**]. If rescheduled, only the Delivery Date will change, and all other terms and

conditions applicable to the Purchase Order will remain in effect.

Remix

Remixes will [**]. If remixed, [**], and all other terms and conditions applicable to the Purchase Order will

remain in effect.

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 10

Apple Purchase Agreement Between Apple and Freescale — page 11

Returns

Returns of

[**]

MPUs

[**]

MPUs may be returned as set forth in the Warranty section of this Purchase

Agreement.

Cancellations

Apple and its Authorized Purchasers may cancel Purchase Orders [**]:

(i) the MPUs ordered have not been delivered [**] after the Delivery Date; or

(ii) Apple provides written notice of cancellation in the form attached as Attachment 6, no later than [**] before

the Delivery Date of the MPUs ordered. Each [**], Freescale will provide Apple a report showing the expected

distribution of MPUs that are at probe so that Apple can make an informed decision regarding cancellations.

If Apple or an Authorized Purchaser cancels a Purchase Order pursuant to subsection (ii), above, it will [**].

Cancellations pursuant to subsection (i), above, will be [**].

If Apple or an Authorized Purchaser wrongfully rejects delivery, revokes acceptance of, or fails to pay for

MPUs delivered in accordance with this Purchase Agreement, [**].

Neither Apple nor the Authorized Purchaser will be liable for [**] not expressly set forth in this Section.

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 12

Attachment 5

Payments

Payment Terms

Payments for [**] will be due [**] after (i) delivery, or (ii) the invoice date, whichever is later. Payment for all

other MPUs delivered pursuant to this Purchase Agreement will be due [**] after, (i) delivery, or (ii) the invoice

date, whichever is later.

[**] WIP and Additional WIP Purchase Orders

Within [**] of the execution of this Purchase Agreement, [**] will deliver [**] to [**] the WIP Purchase Orders

and Additional WIP Purchase Orders described in Attachment 3 (the [**]. The [**] must be [**] with

[**]. The [**] will be [**].

The [**] will provide for [**] to [**] within [**] from [**] of a [**] the [**] to [**] with [**] be described in

the [**]. [**] will deliver copies of its [**] and [**] to [**] before or at the same time it presents its demand to

the [**]. [**] will be entitled to [**] only for [**] for [**] that remain [**] after such payment was due. The

[**] will not exceed the [**] of such [**]. [**] will pay [**] associated with the [**].

[**] Future Purchase Orders

Within [**] of Freescale’s receipt of any other Purchase Order (other than a WIP Purchase Order or Additional

WIP Purchase Order), [**] will deliver [**] to [**] Purchase Order [**]”). The [**] must be [**] with a [**]

with [**]. [**] will ensure that [**] of the [**] remains at least [**] to [**] of all [**] (including [**] for MPUs

(other than the WIP and Additional WIP Purchase Orders), and even if [**],[**] will have [**] to [**] that [**]

is at least equal to [**] of [**]. The [**] will be valid for at least [**] after the last Delivery Date on any

Purchase Order.

The [**] will provide for payment to Freescale within [**] from [**] to the [**] of a [**] the [**] with [**] to

be described in the [**]. [**] will deliver copies of its [**] and [**] to [**] before or at the same time it

presents its [**] to [**]. Freescale will be entitled to [**] for [**] (other than WIP) delivered in accordance

with a Purchase Order or canceled in accordance with Attachment 4 that remain [**] after [**]. The [**] will

not exceed [**] of [**]. [**] will pay [**] and [**] associated with [**].

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale — page 13

Attachment 6

Cancellation Notice

Date

William Dunnigan

Freescale Semiconductor, Inc.

7700 W. Parmer Lane

Austin, TX 78729

Director of Finance, Networking and Computing Systems Group

Freescale Semiconductor, Inc.

7700 W. Parmer Lane

Austin, TX 78729

Dear Sir;

Apple confirms that they are canceling the following devices:

PO #

Device

Quantity

Price

Cancellation

Credit

Extended

Price

Total

Amount

[**]

[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange

Commission. Confidential treatment has been requested with respect to the omitted portions.

Apple Purchase Agreement Between Apple and Freescale

Prompt to Clone This Apple Purchase Agreement Between Apple and Freescale

Apply this example's core structure, strategic pacing, and structural hierarchy directly to your own topic.

What are you generating today?

IBM Federal Cloud Services Agreement

ORACLE CLOUD SERVICES AGREEMENT

Meta Electronic Developer Distribution Agreement

Agreement Between THE KROGER and DAYTON STORES

BEST BUY BACK PROGRAM AGREEMENT

APPLE PURCHASE AGREEMENT

MICROSOFT SERVICE AGREEMENT

THE HOME DEPOT PROGRAM AGREEMENT

TARGET CORPORATION SETTLEMENT AGREEMENT

Costco Wholesale Teamsters Agreement

Amazon Services Business Solutions Agreement

WALMART AGREEMENT OF SALE

Apple Developer Agreement

Similar Examples