Manufacturing Services And Supply Agreement

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Exhibit 10.15


Confidential Materials omitted and filed separately with the
Securities and Exchange Commission. Asterisks denote omissions.

MANUFACTURING SERVICES AND SUPPLY AGREEMENT

BETWEEN

IOMEGA CORPORATION

IOMEGA (MALAYSIA) SDN. BHD.

AND

VENTURE CORPORATION LIMITED

EFFECTIVE AS OF

NOVEMBER 1, 2002


TABLE OF CONTENTS

ARTICLE 1 DEFINITIONS

1 1.1 "Affiliate" 1 1.2 "Approved Vendor List" 1 1.3 "Background Technical Information" 1 1.4 "Background IPR" 2 1.5 "Baseline Failure Rate" 2 1.6 "Bill of Materials" 2 1.7 "BOM Costs" 2 1.8 "Business Day" 2 1.9 "Calendar Day" 2 1.10 "Change in Control Event" 2 1.11 "Component Lead Time" 2 1.12 "[**]" 2 1.13 "Customer Requirements Specifications" 2 1.14 "Damages" 3 1.15 "Delivery Date" 3 1.16 "Excluded Products" 3 1.17 "Existing Product" 3 1.18 "Force Majeure Event" 3 1.19 "Included Core Services" 3 1.20 "Intellectual Property Rights" 3 1.21 "Iomega Purchaser" 3 1.22 "Iomega Technical Information" 3 1.23 "KPI" 4 1.24 "LIBOR" 4 1.25 "Manufacturing Cost" 4 1.26 "Mix Change" 4 1.27 "MOH" 4 1.28 "New Product" 4 1.29 "NPI" 4 1.30 "Non-Strategic Component" 4 1.31 "Optional Services" 4 1.32 "Party" 4 1.33 "Patents" 4 1.34 "Penang Facility" 4 1.35 "PI" 4 1.36 "Pricing Volume" 4 1.37 "Process Management Plan" 4 1.38 "Product" 5 1.39 "Product Addendum" 5 1.40 "Product Family" 5 1.41 "Product Specifications" 5 1.42 "Project Plan" 5 1.43 "Purchase Order" 5 1.44 "Quality Management Plan" 5 1.45 "Service Parts" 5 1.46 "SKU" 5 1.47 "SLA" 5

i 1.48 "Strategic Component" 5 1.49 "Storage Product" 5 1.50 "Supply Alert" 5 1.51 "Upper Control Limit" 6
ARTICLE 2 TERM

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ARTICLE 3 PURPOSE AND RELATIONSHIP

6 3.1 Purpose 6 3.2 Manufacture and Sale of Products 6 3.3 Included Core Services 6 3.4 Optional Services 6 3.5 Relationship Management 6 3.6 IT Systems Support 7 3.7 Transition of Penang Facility Operations 7
ARTICLE 4 PRODUCTS

7 4.1 Existing Products 7 4.2 New Products 7 4.3 Storage Products 8 4.4 Excluded Products 8 4.5 Execution of Product Addendum Tasks 8 4.6 Product Changes 8 4.7 Product Discontinuation and EOL Process 9 4.8 Re-introduction of Discontinued Products 9
ARTICLE 5 EXCLUSIVITY AND NEW PRODUCTS

9 5.1 Exclusivity for Products 9 5.2 Certain Exempt Products 10 5.3 No Minimum Purchase Requirement 10
ARTICLE 6 ORDER PROCESS

10 6.1 Forecasts 10 6.2 Committed Period 10 6.3 Purchase Orders 11 6.4 Allocation 12 6.5 Installed Equipment Capacity 12
ARTICLE 7 LIABILITY FOR COMPONENTS

12 7.1 Financial Liability 12 7.2 Initial Purchase Inventories and Purchase Commitments at Closing 12 7.3 Long Lead Time Components 13 7.4 Excess Components 14 7.5 Other Cases 15
ARTICLE 8 PRODUCTION

15 8.1 Production 15 8.2 Source Verification 15 8.3 Materials Management 15 8.4 [**] 16 8.5 [**] and [**] 16 8.6 Quality Issues 16 8.7 [**] 16

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ARTICLE 9 DELIVERY AND ACCEPTANCE

16 9.1 Packaging 16 9.2 Delivery and Title 16 9.3 Late Deliveries 17 9.4 Acceptance 17 9.5 Performance Measures 17 9.6 Critical Delivery KPI 17
ARTICLE 10 PRICES AND PAYMENT TERMS

18 10.1 Pricing Quarters 18 10.2 Basic Pricing Formula 18 10.3 Pricing Volumes 19 10.4 Pricing Quarters 3-6 19 10.5 Zip Cartridges 19 10.6 Volume True-Ups for Zip Drives and Zip Disks 19 10.7 New Products 20 10.8 Cost Reductions 20 10.9 Price Reviews 20 10.10 Payment Terms 21 10.11 Audit Rights 21 10.12 Supplemental Payment 21
ARTICLE 11 SERVICE PARTS

21
ARTICLE 12 PRODUCT WARRANTY

21 12.1 Warranty 21 12.2 Warranty Remedies 21 12.3 No Defect Found 22 12.4 Epidemic Failures 22
ARTICLE 13 INTELLECTUAL PROPERTY

23 13.1 Ownership 23 13.2 Background Technical Information and IPR 23 13.3 Further Assurances 23 13.4 Manufacturing License Grant 24 13.5 Iomega-Unique Features 24 13.6 Licensed Software Grant 24 13.7 Firmware License Grant 24 13.8 Restrictions 24 13.9 Documentation 24 13.10 Proprietary Rights Notice 24
ARTICLE 14 CONFIDENTIALITY

25 14.1 Confidential Information 25 14.2 Exceptions 25 14.3 Authorized Disclosure 25 14.4 Agreement Terms 26
ARTICLE 15 TERMINATION

26 15.1 Termination for Cause 26 15.2 Dispute Resolution Process 26 15.3 KPI and PI Reviews 26 15.4 Termination for Insolvency 26 15.5 Termination for Change in Control 27

iii 15.6 Termination for Cessation of Business 27 15.7 Exit Plan 27 15.8 Effects of Termination or Expiration 27 15.9 No Damages for Termination or Expiration 27 15.10 Survival 27
ARTICLE 16 REPRESENTATIONS AND WARRANTIES

28 16.1 By Iomega 28 16.2 By Venture 28
ARTICLE 17 INDEMNIFICATION

28 17.1 Indemnity by Venture 28 17.2 Exclusions 28 17.3 Indemnity by Iomega 28 17.4 Infringement Remedies 29 17.5 Designs 29 17.6 Failure to Defend or Settle 29 17.7 Exceptions 29
ARTICLE 18 INSURANCE

30 18.1 Insurance 30
ARTICLE 19 DISPUTE RESOLUTION

30 19.1 Escalation 30 19.2 Arbitration 31
ARTICLE 20 FORCE MAJEURE

31
ARTICLE 21 GUARANTEE

32
ARTICLE 22 GENERAL PROVISIONS

32 22.1 Independent Contractors 32 22.2 Assignment 32 22.3 Publicity 33 22.4 Notices 33 22.5 Compliance with Laws 33 22.6 Waivers and Approvals 33 22.7 Severability 34 22.8 Governing Law and Forum 34 22.9 Equitable Relief 34 22.10 Construction 34 22.11 English Language 34 22.12 Entire Agreement 34 22.13 Counterparts 35

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EXHIBITS EXHIBIT A (EXISTING PRODUCTS) EXHIBIT B (EXCLUDED PRODUCTS) EXHIBIT C (PRICING) EXHIBIT D (APPROVED VENDOR LIST) EXHIBIT E (STRATEGIC COMPONENTS) EXHIBIT F (SLA) EXHIBIT G (ASIA-PACIFIC LOGISTICS) EXHIBIT H (IT INFRASTRUCTURE AND SUPPORT) EXHIBIT I (EXIT PLAN) EXHIBIT J ([**] AND [**]) EXHIBIT K (PENANG TRANSITION PLAN) EXHIBIT L (BASELINE [**]) EXHIBIT M (DELIVERED DOCUMENTS) EXHIBIT N ([**]) EXHIBIT O (LIST OF COMPONENT LEAD TIMES) EXHIBIT P (INSTALLED PLANT CAPACITY) EXHIBIT Q (KPI)

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MANUFACTURING SERVICES AND SUPPLY AGREEMENT

THIS MANUFACTURING SERVICES AND SUPPLY AGREEMENT (hereinafter referred to as the " Agreement "), made effective this 1st day of November, 2002 (the "Effective Date"), by and between IOMEGA CORPORATION , a Delaware corporation with a principal place of business located at 4435 Eastgate Mall, San Diego, California 92121 USA (" Iomega "); IOMEGA (MALAYSIA) SDN. BHD ., a Malaysia legal entity with a principal place of business and a manufacturing location at Plot 44, Bayan Lepas Industrial Park IV, 11900 Penang, Malaysia (" Venture ") and VENTURE CORPORATION LIMITED , a company incorporated in the Republic of Singapore, with its registered office located at 10 Collyer Quay, #19-08 Ocean Building, Singapore 049315 (" Venture Corporation ").

RECITALS

WHEREAS , Iomega is engaged in the design, development, manufacturing, marketing and worldwide distribution and sale of storage products;

WHEREAS , Venture is engaged in the provision of manufacturing services to third parties, including the manufacturing and distribution of storage products;

WHEREAS , pursuant to that certain Stock Purchase Agreement between Venture Corporation Limited and Iomega Overseas B.V. dated September 29, 2002, (the "Stock Purchase Agreement") Iomega Overseas B.V. sold, and Venture Corporation purchased, all of the stock of Iomega (Malaysia) Sdn. Bhd.; and

WHEREAS , Venture desires to manufacture certain storage products for Iomega and perform certain related services, and Iomega desires to purchase such products and receive such services in accordance with terms and conditions of the Agreement.

NOW, THEREFORE , in consideration of the mutual covenants set forth herein, and for other good and valuable consideration, receipt of which is hereby acknowledged, Iomega, Venture and Venture Corporation, intending to be legally bound, hereby agree as follows:

AGREEMENT

ARTICLE 1 DEFINITIONS


Capitalized terms used in this Agreement shall have the meanings either given to them below or defined elsewhere in this Agreement. Unless otherwise specified, references to Articles, Sections, and Exhibits refer respectively to articles, sections, and exhibits to this Agreement.

1.1 "Affiliate" in relation to either Party shall mean any person or entity that controls or is controlled by that Party, where "control" means the direct or indirect possession or ownership of a majority of the outstanding voting interests or rights of such person or entity. For the avoidance of doubt, Iomega International S.A., Iomega Pacific Pte Ltd., and Iomega Japan are Affiliates of Iomega.

1.2 "Approved Vendor List" shall mean the list of approved suppliers for Strategic Components and Non-Strategic Components attached hereto as EXHIBIT D (APPROVED VENDOR LIST) , as may be amended from time to time in accordance with the applicable Quality Management Plan, provided that additions and deletions of suppliers of Strategic Components and any components denominated "critical" in the applicable Quality Management Plan shall require the written approval of Iomega, which approval shall not be unreasonably withheld or delayed.

1.3 "Background Technical Information" means confidential information, inventions, know-how, processes, trade secrets and all other information and data on equipment, software (including source code and firmware), materials and products and their design, specifications, function, manufacture, maintenance, installation, operation and use, in whatever form including without limitation drawings,

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charts, manuals, schematic representations, specifications, models, software listings in source and object code, which are pre-existing as of the Effective Date or subsequently brought into existence other than as a result of the performance of the Agreement.

1.4 "Background IPR" means Intellectual Property Rights in any inventions, works, processes, procedures, tooling, products, software, designs, drawings, specifications, data, databases, documents and other materials which are pre-existing as of the Effective Date or subsequently brought into existence other than as a result of the performance of this Agreement.

1.5 "Baseline Failure Rate" shall mean, for a particular Product Family, the monthly rate of return of defective Existing Products within such Product Family that is set forth in EXHIBIT L (BASELINE FAILURE RATES) .

1.6 "Bill of Materials" shall mean, for a specific Product, a complete and detailed list of all components, subassemblies, materials and other items that are necessary to manufacture such Product, as provided to Venture by Iomega.

1.7 "BOM Costs" shall mean, for a specific Product, an amount equal to the actual aggregate total landed costs and expenses incurred by Venture to obtain all of the items and services listed on the Bill of Materials for such Product at the Penang Facility; however, for the avoidance of doubt, BOM Costs do not include those categories of indirect and overhead costs set forth in EXHIBIT C .

1.8 "Business Day" shall mean a day, from Monday through Friday, that commences at midnight Pacific Time and ends on the same day at 11:59 pm Pacific Time, and has not been declared as a national holiday in Malaysia (when referencing an obligation of Venture) or in the United States (when referencing an obligation of an Iomega Purchaser).

1.9 "Calendar Day" shall mean a calendar day that commences at midnight Pacific Time and ends on the same day at 11:59 pm Pacific Time.

1.10 "Change in Control Event" shall mean the occurrence of any of the following events: (a) any consolidation or merger of Venture with or into any other entity in which the holders of Venture's outstanding shares immediately before such consolidation or merger do not, immediately after such consolidation or merger, retain either (i) stock representing a majority of the voting power of the surviving entity, or (ii) stock representing a majority of the voting power of an entity that wholly owns, directly or indirectly, the surviving entity; (b) the sale, transfer, or assignment of voting securities or voting interests of Venture representing a majority of the voting securities or voting interests of all of Venture's outstanding voting securities or voting interests to an acquiring party or group; or (c) the sale of all or substantially all of Venture's assets that relate to the performance by Venture of its obligations under this Agreement.

1.11 "Component Lead Time" in relation to any component, subassemblies or raw material used in the manufacture of a Product shall mean the lead times for such component, subassemblies or raw material listed in Exhibit O (List of Component Lead Times) plus the required weeks of [**].

1.12 "[**]" shall have the meaning ascribed in Section 8.4.

1.13 "Customer Requirements Specifications" shall mean the original equipment manufacturer specifications and requirements given by Iomega's customers to Iomega, as mutually agreed from time to time by the Parties.

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1.14 "Damages" in relation to either Party means any out-of-pocket losses and damages incurred or suffered by the Party provided, however, that for the purposes of computing the amount of Damages incurred by a Party (the " Affected Party "), there shall be deducted: (a) an amount equal to the amount of any tax benefit actually received by the Affected Party or any of the Affected Party's Affiliates in connection with such Damages or the circumstances giving rise thereto; and

(b) an amount equal to the amount of any insurance proceeds, indemnification payments, contribution payments or reimbursements actually received by the Affected Party or any of the Affected Party's Affiliates in connection with such Damages or the circumstances giving rise thereto.

1.15 "Delivery Date" shall mean the date upon which Products are required to be delivered to an Iomega Purchaser (which shall not in any event be a date which is less than five (5) Business Days for Product orders for the Asia Pacific region, and ten (10) Business Days for all other Product orders, from the date the Purchase Order is given to Venture) as specified in a Purchase Order.

1.16 "Excluded Products" shall mean (a) any products listed in EXHIBIT B (EXCLUDED PRODUCTS) ; (b) any products of a third party entity that is acquired by Iomega after the Effective Date; and (c) any other products that are neither Existing Products, Storage Products or New Products.

1.17 "Existing Product" shall mean those Iomega storage drives, cartridges, Service Parts, and accessories being manufactured in the Penang Facility that are listed on EXHIBIT A (EXISTING PRODUCTS) . For purposes of this Agreement, Existing Product shall also be deemed to include such new or future product introductions to the extent such product introductions are Zip drives and media products and are based on the core technologies presently found in the Zip 100 and 250 MB drives and media. By way of illustration, the Zip 750 MB drive is considered an Existing Product since it is based on the core technologies of the Zip 100 and 250 MB drives.

1.18 "Force Majeure Event" means any event or circumstance, the occurrence and the effect of which the Party affected thereby is unable to prevent and avoid notwithstanding the exercise of reasonable foresight, diligence and care on the part of that Party, including but not limited to: (a) acts of God;

(b) storm, floods or other unusually severe weather conditions, earthquake, natural disasters, explosions or fire;

(c) acts of war (whether declared or undeclared), invasion, acts of terrorism or sabotage; and

(d) any shortage or disruption in the supply to that Party of any raw materials, subassemblies, parts or components which is due to an event described in Section 1.18 (a), (b) or (c).

1.19 "Included Core Services" shall have the meaning ascribed to it in Section 3.3 (Included Core Services) .

1.20 "Intellectual Property Rights" shall mean all current and future worldwide copyrights, trade secrets, Patents, and other intellectual property rights, including all applications and registrations with respect thereto.

1.21 "Iomega Purchaser" shall mean either (a) Iomega (either directly or through its authorized agents); or (b) any Affiliate of Iomega (either directly or through its authorized agents) that Iomega authorizes to purchase Products under this Agreement.

1.22 "Iomega Technical Information" shall mean technical documentation and information to be provided by Iomega to Venture for use by Venture in the manufacture of Products for Iomega, including (a) the Project Plan; (b) the Process Management Plan; (c) the Quality Management Plan;

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(d) (if applicable) the Product Addendum; (e) the Product Specifications; and (f) detailed technical documentation or other materials which pertain to the use, operation, maintenance and servicing of the Products.

1.23 "KPI" shall mean a key performance indicator determined in accordance with this Agreement, which establishes a critical performance metric and minimum acceptable performance standard which Venture is required to achieve in performing this Agreement.

1.24 "LIBOR" means, in relation to any amount to which it is applied, the 3 month London Interbank Offered Rate for US Dollars as it appears on the day which is two (2) Calendar Days before the first (1st) day on which LIBOR is required to apply in respect of such amount under the Agreement and as subsequently reset in accordance herewith from time to time. If any Day on which LIBOR is to be set or reset is not a Business Day, LIBOR shall be set or reset by reference to the next following Calendar Day.

1.25 "Manufacturing Cost" shall have the meaning ascribed to it in Section 10.2(a) (Manufacturing Cost) .

1.26 "Mix Change" shall mean the substitution of a given quantity of Products that appear in one forecast with an equal quantity of different Products in a subsequent forecast; provided, however, that the substitute Products are members of the same Product Family as the originally forecasted Products.

1.27 "MOH" means in relation to any period of time to which Section 7.3(c)(i) or Section 7.4(b) applies, the material overhead costs incurred by Venture during such period of time, including material handling, inventory, warehouse and insurance.

1.28 "New Product" shall have the meaning set forth in Section 4.2 (New Products) .

1.29 "NPI" shall mean the new product introduction process used to prepare an Iomega product for manufacture by Venture under this Agreement, as further specified in the SLA.

1.30 "Non-Strategic Component" shall mean any component, subassembly, or raw material that is physically incorporated into a Product as a result of the manufacturing process that is not a Strategic Component.

1.31 "Optional Services" shall have the meaning ascribed to it in Section 3.4 (Optional Services) .

1.32 "Party" shall mean either Iomega or Venture, as the context indicates.

1.33 "Patents" shall mean patents and patent applications, including foreign counterparts, that exist on the Effective Date, together with substitutions, extensions, reissues, renewals, divisions, and continuations for such patents and patent applications, and their foreign counterparts.

1.34 "Penang Facility" shall mean Venture's manufacturing facility located at Plot 44, Bayan Lepas Industrial Park IV, 11900 Penang, Malaysia.

1.35 "PI" shall mean a performance indicator determined in accordance with this Agreement which establishes a performance metric and minimum acceptable performance standard which Venture is required to achieve in performing this Agreement.

1.36 "Pricing Volume" shall mean, for a given Pricing Quarter, a volume of Existing Products agreed upon by the Parties to be used in pricing calculations.

1.37 "Process Management Plan" shall mean the manufacturing and assembly process specifications for a specific Product, as provided to Venture by Iomega on or before the date of this Agreement which may be amended from time to time by Iomega subject to Venture's approval which approval shall not be unreasonably withheld.

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1.38 "Product" shall mean (a) any Existing Product; or (b) any storage drive, cartridge, printed circuit board assembly, Service Part, or accessory with an Iomega part number for which the Parties have agreed upon and executed a Product Addendum pursuant to Section 4.2 (New Products) . For the avoidance of doubt, a Product ceases to be a Product when it is discontinued pursuant to Section 4.7 (Production Discontinuation and EOL Process) .

1.39 "Product Addendum" shall mean a set of detailed specifications and operational requirements pertaining to the manufacture of a Product by Venture under this Agreement, which the Parties shall agree upon and execute before adding any Product to this Agreement, as further described in Section 4.2 (New Products) .

1.40 "Product Family" shall mean a related set of all Products that incorporate identical Head Stack Assembly components and Application-Specific Integrated Circuits (ASICs). For example, the Product Families existing under the "Zip" brand are: Atapi II internal 100; Atapi III internal 100; Atapi internal 250; Notebook 250; Internal Atapi 750 & External 750; External 100 PPI; External 100 USB; External 250 USB; External 250 PPI; and External SCSI 250.

1.41 "Product Specifications" shall mean the technical and functional specifications describing the form, fit, function, and performance of a Product, including any applicable Customer Requirements Specifications, together with all modifications, amendments, revisions, or changes thereto that are approved in writing by the Parties.

1.42 "Project Plan" shall mean the plan mutually developed and agreed to by Iomega and Venture for the purpose of preparing product and process for manufacture by Venture. The Project Plan shall include a statement of work and milestone schedule, and any other information required to guide the development activity, such as resource assignments and responsibilities. Each Project Plan shall be developed on an as needed basis.

1.43 "Purchase Order" shall mean a purchase order issued to Venture by an Iomega Purchaser that describes Products to be delivered and their Delivery Dates.

1.44 "Quality Management Plan" shall mean all documentation, processes and procedures necessary to manufacture, inspect and accept Products, deliver and service the Product. The Quality Management Plan includes: (a) incoming quality assurance inspection and engineering change order control of material, (b) manufacturing and process procedures, and (c) manufacturing process control and quality control systems.

1.45 "Service Parts" shall mean parts, assemblies, or components of Products, which Venture agrees to sell to Iomega for the purpose of providing service for the Products.

1.46 "SKU" shall mean a specific Product that has a unique Bill of Materials and is assigned a unique Stock Keeping Unit number by Iomega.

1.47 "SLA" shall mean the list of and specifications for Included Core Services and certain Optional Services in EXHIBIT F (SLA).

1.48 "Strategic Component" shall mean any of the components, subassemblies, or raw materials used in the manufacture of a Product and listed on EXHIBIT E (STRATEGIC COMPONENTS) .

1.49 "Storage Product" shall mean any hardware product that provides removable, portable storage capacity which is competitive to the Zip product family which is based on Iomega's basic product designs and not the designs of OEM customers. By way of illustration, the proposed product being developed known as "AMP" would be considered a product in the Storage Product category.

1.50 "Supply Alert" means a document to communicate any material constraints within the Committed Period that includes a recovery plan detailing short and long term actions to correct the problem, root cause and potential options.

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1.51 "Upper Control Limit (UCL)" shall mean the limits based on control limits centered on the mean and are drawn at mean + 3 Sigma Deviations. The UCL for each Product Family is specified in EXHIBIT L (BASELINE FAILURE RATES) hereto. For New Products the UCL will be agreed to between the Parties after three (3) months of commercial production.


ARTICLE 2 TERM


Subject to earlier termination as provided for in Article 15 (Termination) , the term of this Agreement shall commence upon the Effective Date and end five (5) years immediately thereafter (the "Term").


ARTICLE 3 PURPOSE AND RELATIONSHIP


3.1 Purpose. The purpose of this Agreement is to set forth terms and conditions under which Venture shall, upon Iomega's request, manufacture and sell certain Products to Iomega Purchasers, and provide related services to Iomega.

3.2 Manufacture and Sale of Products. During the term of this Agreement, Venture shall (a) accept Purchase Orders for Products in accordance with Article 6 (Order Process) ; (b) manufacture such Products at the Penang Facility in accordance with Article 8 (Production) ; and (c) deliver such Products to Iomega Purchasers in accordance with Article 9 (Delivery and Acceptance) .

3.3 Included Core Services. Venture shall also provide all Product-related services performed at the Penang Facility as of the Effective Date (the " Included Core Services "). The Included Core Services include support, engineering, NPI, quality control, process management, continuing engineering, and other similar services as are further described in the SLA. The cost of Included Core Services is included in the purchase price of Products as set forth in Article 10 (Prices and Payment Terms) . All Included Core Services shall be provided by Venture at no additional charge. Venture shall perform the Included Core Services in a manner that, at a minimum, fulfills the applicable KPI and PI requirements for such Included Core Services.

3.4 Optional Services. From time to time during the term of this Agreement, Iomega may request that Venture provide services other than the Included Core Services ("Optional Services"), including without limitation the "Incremental NPI Services" or "Asia-Pacific Logistics Services" specifically designated as Optional Services in EXHIBIT F (SLA) AND EXHIBIT G (ASIA-PACIFIC LOGISTICS SERVICES) . The Parties will agree upon the terms and conditions governing the provision of any and all Optional Services in a separately executed statement of work to be based on standard rates for the class of service comparable to that offered within the geographic region. The Parties agree and acknowledge that Venture shall not incur any obligation to provide or perform any such other Optional Service unless and until the statement of work is executed by the Parties and Iomega shall only be responsible for the payment of fees that are agreed upon and specified in the executed statement of work.

3.5 Relationship Management.

(a) Program Managers. Each Party shall appoint a program manager ("Program Managers") who shall be primarily responsible for coordinating and overseeing such Party's activities under this Agreement, and who shall act as a primary commercial and technical liaison with the other Party for purposes of administering this Agreement. The Program Manager shall not hav ...