20090415- Waiver-V5-CN
ENVIRONMENTAL PROTECTION COOPERATION AGREEMENT
This Environmental Protection Cooperation Agreement is entered into by and between
______________________________ (“Customer”) with its principal place of business at
______________________________________________ and
,
including its subsidiaries and affiliates, (“Foxconn”) with its principal place of business
at
, effective as of _______.
Whereas, Customer is the designer and distributor of certain products, AND
Whereas, Customer selects Foxconn as its contract manufacturer to manufacture certain
components, system modules, or finished products in accordance with both parties agreed
specifications, AND
Whereas, Customer requires that Foxconn shall comply with Customer’s environmental
protection standards, EU RoHS Directive, and other environmental protection regulations
in applicable countries or regions (“EPR”).
NOW, THEREFORE, the parties wish to summarize their respective responsibilities
regarding the compliance above, and agree to the following:
1. For Customer Approved Vendor (which can be designated by Customer to Foxconn
by bill of materials, email or other instructions in writing) components or materials
(“AVL Components”), Customer agrees to obtain all necessary compliance documents
for all Customer AVL vendors who supply AVL Components or materials to Foxconn,
and take all necessary steps to comply with EPR requirements. Customer will solely be
responsible for performing all other matters required to comply with EPR.
2. For Customer consigned and/or assigned components or materials under either a buysell arrangement or other similar transaction and the components or materials purchased
by Foxconn under Customer instruction or on behalf of Customer (“Designated
Materials”), Customer agrees to obtain all necessary compliance documents for all
Customer Designated Materials vendors who supply Designated Materials to Foxconn,
and take all necessary steps to comply with EPR requirements. Customer will solely be
responsible for performing all other matters required to comply with EPR.
3. Customer agrees that Foxconn shall not be responsible for the failure to comply with
EPR where such failure is caused by Customer’s designs, specifications and /or
instructions for the products manufactured by Foxconn.
4. Foxconn may rely on the EPR compliance information regarding AVL Components
and/or Designated Materials to provide to Customer with a Certificate of Compliance
(“CoC”) or other document as requested by Customer. Foxconn will not be held
responsible to verify the truthfulness of such AVL provided information.
5. Customer agrees to indemnify, defend and hold harmless Foxconn and its directors,
officers and employees from and against any and all claims, losses, demands, costs or
liabilities, including reasonable attorneys’ fees, resulting from, or in connection with,
20090415- Waiver-V5-CN
third party claims arising from AVL Components or Designated Materials EPR noncompliance. Such indemnification shall survive the termination of this Agreement.
6. Neither party shall be liable to the other for any incidental, consequential or indirect
damages or lost revenue arising from this agreement whether in contract, tort or equity.
7. This Agreement constitutes the parties entire understanding regarding this issue and
merges all prior discussions, and supercedes any previous oral or written agreements.
Should any provision of this agreement be invalid or unenforceable, the remaining
provisions shall remain intact.
8. The undersigned declares that he/she has the whole power and authority to execute
this Agreement on behalf of Customer and the facsimile transmittal copy of this
Agreement will be treated as the original.
By: _______________
_
By: __________________________
Name:__________________________
Name:_______________________
Title: __________________________
Title: _________________________