Portions of this exhibit are deleted pursuant to a request for confidential treatment
Exhibit 10(aa)
Processor Joint Development Agreement
Principles
AC/FJ will design and FJ will manufacture complete S/390 processor systems for AC.
AC and FJ will have common hardware processor systems based on a Product Specification.
AC and FJ will discuss and jointly agree on a Product Specification based on FJ product needs and AC market needs.
The attached diagram shows the roles and responsibilities of AC and FJ.
FJ is responsible for manufacturing.
[
]
Contingency clauses will be renegotiated if there are modifications to the Product Specification that change the schedule.
AC and FJ Intellectual property rights to be discussed.
Price
[ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ] [ ]
Price basis is [ ] or [ ] if drop shipped. AC requests to be importer of record. Final arrangements to be discussed and agreed to later.
[
] Foreign exchange conversion to be handled as currently done by AC and FJ.
Ordering
Products initially provided by FJ [ ] days after ordered by AC. This will be reduced to [ ] days as manufacturing processes improve. AC will provide additional [ ] day forecast for planning purposes. AC and FJ will regularly discuss long-term supply and demand planning. No volume commitments.
FJ tests maximum configuration and ships standard configuration to AC. Final configuration is done by AC in the field. AC and FJ will discuss the best way of shipping, with customer drop shipping being a long term possibility.
FJ warrants product and spares:
design [ ] manufacturing problems [ ] technology [ ]
Product Plan
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