EXHIBIT 10.33
CONFIDENTIAL PORTIONS OMITTED
Celestica Agreement # **
MANUFACTURING SERVICES AND SUPPLY AGREEMENT
BETWEEN
CELESTICA CORPORATION
AND
POWERWAVE TECHNOLOGIES, INC.
** INDICATES THAT CONFIDENTIAL PORTIONS ARE OMITTED AND FILED SEPARATELY WITH THE COMMISSION
1
TABLE OF CONTENTS
Section
Recitals
1.
Definitions
2.
Master Purchase Agreement/Purpose
3.
Scope of Services/Operating Model
4.
Term and Termination
5.
Nature of Agreement/Forecasts
6.
Ordering Process for Discreet Purchase Orders
7.
Shipping and Packing and Risk of Loss
8.
Quality Control and Inspection
9.
Non-Conforming Products, RMA Returns
10. Warranties and Epidemic Failures
11. Powerwave Warranty
12. Prices, Payment Terms, Invoicing
13. Changes
14. Weekly Releases, Rescheduling, Flexibility, Delivery Delays, and Performance
15. Cancellation, Excess and Obsolete Materials
16. New Product Introduction
17. Tooling, Consigned Equipment and Consigned Materials
18. IT Systems Support
19. Strategic Suppliers and Approved Vendors
20. Disaster Recovery Plan
21. Force Majuere
22. Industrial Property Rights
23. Publicity
24. Insurance
25. Confidential Information
26. Indemnification
27. Limitations of Liability
2
28. Governmental Compliance
TABLE OF CONTENTS
Section
Recitals
1.
Definitions
2.
Master Purchase Agreement/Purpose
3.
Scope of Services/Operating Model
4.
Term and Termination
5.
Nature of Agreement/Forecasts
6.
Ordering Process for Discreet Purchase Orders
7.
Shipping and Packing and Risk of Loss
8.
Quality Control and Inspection
9.
Non-Co