All Configuration Services shall be performed using generally accepted industry standards.

Upon the parties execution of an Order Form, or as soon thereafter as is reasonably possible, Sourcefire will provide ID with all the Technology necessary to perform its services hereunder.

Each party will designate two contact persons who will be primarily responsible for coordinating and overseeing such partys activities under this Agreement; one of whom will act as a primary commercial contact and one of whom will act as a technical liaison with the other party for purposes of administering this Agreement.

To the extent available, ID shall offer maintenance andor support services for the Finished Products to Customers.

All maintenance and support agreements shall be directly between ID and Customers.

The terms and conditions of this Agreement shall apply with respect to all orders.

Notwithstanding the above, the service level requirements set forth in Exhibit B shall apply with respect to Finished Products delivered to Customers by ID.

On or before the 15 th day of the 3 rd month of every quarter Sourcefire will forecast pre-build inventory to support quarter end orders which will detail the Appliances to be manufactured by ID and purchased by Sourcefire customers.

ID understands that the Forecast is an estimate of quantities required.

ID will pack and label all Finished Products shipments in such a way as to be acceptable to carriers and in accordance with good commercial practices.

Title and risk of loss or damage to the Finished Products will pass to Sourcefire upon IDs delivery to Shipper.

Sourcefire will bear any and all shipping and handling costs.

As IDs sole and exclusive obligation for any rejected Finished Products, ID will provide a return material authorization number and ship a newly manufactured replacement Finished Products to Sourcefire or its Customer.

In the event of a miscount in a delivery, Sourcefire will notify ID of such miscount within five (5) days after Sourcefires or its Customers receipt of such delivery and such miscount will not be a basis for rejection; provided, however, that in the case of an over-shipment, Sourcefire or its Customer will be entitled to return, at IDs expense and risk of loss, any units in excess of the quantities ordered by Sourcefires; and in the case of an under-shipment, ID will promptly ship the remaining balance of ordered Finished Products units.

During the term of this Agreement, Sourcefire may request changes to the Specifications for the Configuration Services andor Finished Products (each, a Change ) by delivering to ID a written engineering change notice (an ECN ) describing the changes and the proposed effective date of such changes.

Within five (5) business days following receipt of an ECN, ID will advise Sourcefire in writing regarding any change in prices or delivery schedules resulting from the ECN.

If Sourcefire elects to proceed with such change, Sourcefire will notify ID of such election in writing (a Change Order ).

If ID does not receive written confirmation of Sourcefires election to proceed with the Change within thirty (30) days following Sourcefires receipt of the change in price in delivery, if any, on account of such ECN, the ECN will be deemed cancelled.

Neither this Agreement, nor each partys performance hereunder, will give or be construed to convey any ownership interest in or rights to the intellectual property rights in the Technology to ID.

All intellectual property rights that are owned or controlled by Sourcefire or its licensors at the commencement of this Agreement will remain under the ownership or control of such party throughout the term of this Agreement and thereafter.

Any related services will be provided to Sourcefire at IDs standard, burdened time and materials costs.

Prices and business in general will be reviewed by both parties on a quarterly basis.

Sourcefire will be responsible for paying any applicable sales tax, excise tax or value-added tax on the purchase of Finished Products hereunder.

Outsourcing Agreement Sample