Manufacturing Services Agreement Between Jabil Circuit, Inc. And The Company

Exhibit 10.3

MANUFACTURING SERVICES AGREEMENT

BETWEEN JABIL CIRCUIT, INC.

AND

ZEBRA TECHNOLOGIES CORPORATION

May 30, 2007

Table of Contents PAGE

Article I. GENERAL TERMS AND CONDITIONS 8 1.1 Definitions 8 1.2 Appointment of Manufacturer 8 1.3 Other Zebra Parties 8 1.4 Exclusivity 9 1.5 Non-competition 9 1.6 Most Favored Nation 9 1.7 Competitiveness 9 1.8 Quality Data 10 1.9 Management of the Relationship 10 a. Appointment of Project Team 10 b. Duties of Project Team 10 1.10 Critical Personnel 11

Article II. ENGINEERING SERVICES; INTELLECTUAL PROPERTY 11 2.1 Value Engineering and Product Design Services 11 a. Value Engineering Services; DFX Analysis 11 b. Product Design Services 11 c. Prototype and Pilot Run Pricing 11 2.2 Statements of Work 11 2.3 Zebra Technology 12 a. Ownership of Zebra Technology 12 b. Assignment of Zebra Technology 12 c. Limited License to Zebra Technology 12 d. Zebra Covenant 13 2.4 Manufacturer Technology 13 a. Ownership of Manufacturer Technology 13 b. Restrictions on the Use of Manufacturer Technology in Products 13 c. License to Manufacturer Technology 13 d. Manufacturer Rebuild License 13 e. Transition Services Plan 13 f. Manufacturer Process Adaptation and Documentation 13 2.5 Manufacturer Covenants 14 a. Assigned or Licensed Technology 14 b. Non-Assignable Zebra Technology 14 2.6 No Rights in Either Party 14 a. Trademarks 14 b. Other Intellectual Property 15

Article III. MANUFACTURING SERVICES 15

3.1 General Terms 15

3.2 Transfer Plan 15

3.3 Facilities 16 a. Designated Facilities 16 b. Line Down/Stop Ship 16 c. Business Continuity Plan 16

3.4 Tooling 17 a. Procurement of Unique Tooling 17 b. Ownership and Maintenance of Tooling 17

3.5 [*** Redacted] 18

3.6 [*** Redacted] 18

3.7 Zebra Materials 18

3.8 Other Materials 19 a. Approved Materials and Vendors 19 b. Manufacturer Direct Purchases 19 c. Consignments 19 d. Materials Declaration 19 e. Inbound Inspections 21 f. Last Buys 21 g. Initial Transfer of Materials to Manufacturer 21

3.9 Long-Lead Time Materials; Minimum Order Quantities 21

3.10 Destruction of Scrap 21

3.11 Inventory Management 21 a. Inventory Tracking 22 b. Inventory Reports 22

3.12 Change Orders 22

3.13 Subcontractors 23

3.14 Samples and Inspections 23 a. Samples 24 b. Inspections 24

3.15 Regulatory Audits/Actions 24

3.16 No Use of Prohibited Labor 24

3.17 Compliance with C-TPAT 25

3.18 Purchase of Materials 25

3.19 Support Life 25

Article IV. FORECAST, RELEASE AND SHIPPING PROCEDURES 25

4.1 Forecasts 26

4.2 Purchase Order and Releases 26 a. Open Purchase Order 26 b. Releases 26 c. Flexibility of Forecasts and Releases 27

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


-2- d. Minimum Order Requirements 27

4.3 Excess Inventory and Obsolete Inventory During the Term 27 a. Excess Inventory 27 b. Obsolete Inventory 28 c. Duty to Minimize 28 d. Procedure 28

4.4 Safety Stock 28

4.5 Marking and Shipping Products 28 a. During Transfer Plan 28 b. After Transfer Plan 29 c. Shipping Costs 29 d. Deviations in Ship Dates 29 e. Marking, Packaging and Shipping Specifications 29 f. Title; Risk of Loss 29 g. Customs 29

4.6 Non-conforming Products 30 a. Inspection; Rejection 30 b. Replacement 30 c. Short Against Order 30

4.7 Vendor Managed Inventory 31 a. Approved Warehouses 31 b. Approved Warehouse Procedures 31 c. Inventory at Approved Warehouses 31 d. Performance at Approved Warehouses 32

4.8 Communications 33

Article V. PRICING; PAYMENTS 33

5.1 Pricing 33 a. Pricing Method 33 b. Initial Price 33 c. Price Adjustments 33

5.2 Product Costs 34 a. Cost Model 34 b. Bill of Materials Review 34 c. Cost Reduction Initiatives 34

5.3 Invoice and Payment Procedure 34

5.4 Taxes; Fees 35

5.5 Currency 35

Article VI. CONFIDENTIALITY; PUBLICITY 35

6.1 Confidential Information 35

6.2 Non-Disclosure of Confidential Information 36

6.3 Non-Disclosure of Agreement 36

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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6.4 Exceptions 36

6.5 Return or Destruction of Confidential Information 37

6.6 Publicity 37

Article VII. REPRESENTATIONS AND WARRANTIES; INDEMNIFICATION 37

7.1 General Representations and Warranties 37 a. Corporate Existence and Power 37 b. Authorization and Enforcement of Obligations 37 c. Consents 38 d. No Conflict 38

7.2 Product-Specific Warranties 38

7.3 Epidemic Failures 39

7.4 Certain Representations, Warranties and Covenants of Manufacturer 40

7.5 Disclaimer 40

7.6 Indemnification 41 a. Manufacturer' s Indemnities 41 b. Zebra' s Indemnities 41 c. Notification and Procedure for Claims 41

7.7 Limitation of Liabilities 42 a. Exclusion of Consequential Damages 42 b. [*** Redacted] 42 c. Exceptions Under Law 42

7.8 Remedies under Other Agreements 42

7.9 Insurance 42 a. Insurance to be Carried by Manufacturer 42 b. Minimum Insurance Requirements 43 c. Retentions 43 d. [*** Redacted] 43 e. [*** Redacted] 43

Article VIII. TERM AND TERMINATION 43

8.1 Term 43

8.2 Termination for Breach 43

8.3 Additional Termination Rights 44 a. Zebra 44 b. Manufacturer 44

8.4 Partial Termination 44

8.5 Termination for Insolvency 44

8.6 Effect of Termination 44 a. Outstanding Orders 44 b. Payments Upon Termination 45 c. Duty to Minimize Costs 45 d. Outstanding SOWs 45

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


-4- e. Materials Transfer 45 f. Survival 45

Article IX. MISCELLANEOUS 46

9.1 Assignment 46

9.2 Successors 46

9.3 No Third Party Beneficiaries 46

9.4 Bankruptcy Events 46

9.5 Dispute Resolution 46 a. Exclusive Procedure 46 b. Escalation; Arbitration 47 c. Executives' Negotiation 47 d. Formal Proceedings 47 e. Binding Arbitration 47 f. Continued Performance 48 g. Confidentiality 48

9.6 Governing Law; Jurisdiction 48

9.7 Relationship of Parties 49

9.8 Notices 49

9.9 Severability 50

9.10 Compliance with Foreign Corrupt Practices Act 50

9.11 Rights and Remedies Cumulative 51

9.12 Further Assurances 51

9.13 Force Majeure 51 a. General 51 b. Supply Preference 52

9.14 Counterparts 52

9.15 Construction 52

9.16 Consent 53

9.17 Other Terms 53

9.18 Entire Agreement 53

9.19 No Amendment; Waiver 53

Article X. DEFINITIONS 53

Article XI. Jabil Circuit 83

11.2 Page 82/9 83

11.3 Page 83/9 84

11.4 Page 84/9 85

11.5 Page 85/9 86

11.6 Page 86/9 87

11.7 Page 87/9 88

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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11.8 Page 88/9 89

11.9 Page 89/9 90

11.10 Page 90/9 92

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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EXHIBITS


EXHIBIT A 61

EXHIBIT B 62

EXHIBIT C 63

EXHIBIT D 74

EXHIBIT E 75

EXHIBIT F 85

EXHIBIT G 92

EXHIBIT H 97

EXHIBIT I 98

EXHIBIT J 99

EXHIBIT L 100

EXHIBIT M 101

EXHIBIT N 102

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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MANUFACTURING SERVICES AGREEMENT This MANUFACTURING SERVICES AGREEMENT (this " Agreement" ) is made this 30th day of May, 2007 (" Effective Date" ) by and between JABIL CIRCUIT, INC. , a Delaware corporation, having a principal place of business at 10560 Dr. Martin Luther King, Jr. Street, North St. Petersburg, Florida 33716, on behalf of itself and its Affiliates (" Manufacturer" ), and ZEBRA TECHNOLOGIES CORPORATION , having a principal place of business at 333 Corporate Woods Parkway, Vernon Hills, Illinois 60061 (" Zebra" ). Zebra and Manufacturer are, collectively, referred to herein as the " parties ," or individually as a " party ."

A. WHEREAS, Zebra is in the business of designing, developing, manufacturing, distributing, marketing and selling printers, including thermal bar code label and receipt printers, card printers, photo quality thermal dye transfer printers, RFID smart label printers/encoders, label design and integration software, supplies, accessories and certain related products;

B. WHEREAS, Manufacturer is in the business of providing comprehensive design, development, manufacturing, testing, configuring, assembling, packaging, shipping and product management services of electronics components, assemblies and systems; C. WHEREAS, Zebra desires to purchase certain products from Manufacturer, including PCBAs and Box Builds, and Manufacturer desires to manufacture and sell such products to Zebra, on the terms and conditions set forth in this Agreement; and

D. WHEREAS, Zebra may, from time to time, desire Manufacturer to provide engineering, design or other services related to products under this Agreement, which services will be addressed as set forth in Section 2.1 . NOW THEREFORE, in consideration of foregoing and the other promises and mutual covenants set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Manufacturer and Zebra hereby agree and covenant as follows.

Article I.

General Terms And Conditions

1.1 Definitions . Terms used herein with initial capital letters shall have the respective meanings set forth in Article X. 1.2 Appointment of Manufacturer . Zebra hereby appoints Manufacturer, and Manufacturer hereby accepts, the non-exclusive appointment to manufacture the Products for purchase by Zebra, at such times and from time to time as Zebra, in its sole discretion, may request by issuance of a binding forecast per Section 4.1 . 1.3 Other Zebra Parties . If Zebra provides Manufacturer with a parental guarantee, Zebra' s Affiliates shall have the right to purchase Products in accordance with the other terms of

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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this Agreement. Any and all pricing that is offered to Zebra shall also be made available to Zebra' s Affiliates. 1.4 Exclusivity . Manufacturer shall not manufacture, package, market or sell any finished Product, or any WIP, component, subassembly, assembly or print engine unique to any finished Product, to or for any Person, anywhere in the world, other than to Zebra or Zebra' s Affiliates.

1.5 Non-competition . Manufacturer acknowledges that Zebra possesses valuable Confidential Information, Technology and Intellectual Property Rights related to the Products, that Zebra derives significant competitive advantage from the foregoing, that Manufacturer will be exposed to Zebra' s Confidential Information and Technology in connection with its obligations under this Agreement and that money damages are insufficient to protect Zebra' s interest in its Confidential Information, Technology and Intellectual Property Rights. Manufacturer further acknowledges that the scope of Zebra' s business is independent of location such that is not practical to limit the restrictions contained in this Section 1.5 to specific countries. Therefore, in order to protect Zebra' s rights in its Confidential Information, Technology and Intellectual Property Rights, and the value of Zebra' s business, to the extent permitted by applicable Laws, [*** Redacted] Manufacturer acknowledges that the restrictions contained in this Section 1.5 are reasonable in all respects, necessary to protect Zebra' s Confidential Information, Technology and Intellectual Property Rights, constitute a material inducement of Zebra to enter into this Agreement and that, without such protection, Zebra' s competitive advantage would be materially adversely affected. If, at the time of enforcement of these provisions, a court or arbitrator' s award permitted by Section 9.5a holds that the restrictions stated in this Section 1.5 are unreasonable under circumstances then existing, the parties agree that the maximum period, scope or geographical area reasonable under such circumstances shall be substituted for the stated period, scope or area. 1.6 Most Favored Nation . Manufacturer shall not, anywhere in the world, manufacture, package, market or sell thermal barcode printers or thermal card printers, at lower prices, or on better terms, than those offered to Zebra. If such better terms or pricing are provided to any Person, then Manufacturer shall promptly offer the same pricing or terms to Zebra. At its sole option, Zebra may elect to substitute such pricing or terms for the corresponding pricing or terms herein.

1.7 Competitiveness . Manufacturer understands that Zebra' s purchase of Products under this Agreement is dependent upon the Product pricing remaining competitive with that of other manufacturers and suppliers for thermal barcode printers or thermal card printers. Manufacturer shall be responsible for surveying the industry and benchmarking contract terms (including pricing, inventory levels, flexibility and lead time for Materials) and shall share all such information (including Manufacturer' s internal supply chain management report) in detail with Zebra during the Quarterly Business Review. *** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


-9- 1.8 Quality Data . Manufacturer shall submit to Zebra a mechanism for evaluating and scoring Manufacturer' s performance with respect to the Quality Data, consistent with generally accepted United States industry standards. Manufacturer shall monitor, evaluate and score its performance with respect to all Quality Data and shall provide Zebra with a monthly report of such performance, signed by Manufacturer' s Quality Manager, within five (5) Business Days after the last day of such month. Manufacturer shall discuss each such report with Zebra at the next Quarterly Business Review. Zebra shall have the right to terminate this Agreement for cause for Manufacturer' s failure to achieve performance standards under the Quality Data, subject to the same cure period as provided in Section 8.2 . 1.9 Management of the Relationship .

a. Appointment of Project Team . Each party shall initially designate the following personnel with respect to this Agreement: (i) a relationship manager that is a member of its business unit management staff (each a " Relationship Manager" ); (ii) a technical contact that is a member of its engineering or product development staff (each a " Technical Manager" ); and (iii) a quality manager that is a member of its quality management staff (each a " Quality Manager" ). Zebra' s Relationship Manager shall be Zebra' s Commodity Manager, its Technical Manager shall be Zebra' s Director of Manufacturing Engineering and its Quality Manager shall be Zebra' s Director of Operational Quality. Manufacturer' s Relationship Manager shall be Manufacturer' s Business Unit Director, its Technical Manager shall be Manufacturer' s Business Unit Manager and its Quality Manager shall be Manufacturer' s Quality Manager. Each party may change any of such personnel upon notice to the other party.

b. Duties of Project Team . The Relationship Managers, Technical Managers and Quality Managers shall form the project management team (" Project Team" ) and shall meet in person or by phone: (i) within fifteen (15) Business Days after the Effective Date, to promptly develop a Transfer Plan for the initial PCBA Product transfers and regularly thereafter for follow-on Product, including the criteria set forth in Exhibit C (" Transfer Plan" );

(ii) each calendar quarter to (A) monitor and review the Quality Data from the previous calendar quarter, (B) review and discuss the results for the previous calendar quarter of the Bill of Materials and cost reduction reviews required by Section 5.2 , (C) review and monitor the Stored Inventory held at Approved Warehouses pursuant to Section 4.7c , (D) review and discuss the Long-lead Time Materials, and (E) review the business relationship generally, both forward- and backward- looking (collectively, the " Quarterly Business Review" ); and (iii) at the reasonable request of either party.

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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The Project Team shall attempt to achieve a timely resolution of any issues or potential issues related to this Agreement before such issues escalate into a Dispute between the parties; provided that, any amendments to this Agreement shall only be made in accordance with Section 9.19 . Any Dispute arising out of or relating to this Agreement shall be resolved solely in accordance with the procedures specified in Section 9.5 .

1.10 Critical Personnel . All employees, contractors and consultants of Manufacturer listed on Exhibit D (the " Critical Personnel" ) shall dedicate a majority of their time to performing Services for Zebra. [*** Redacted] Manufacturer shall notify Zebra within two (2) Business Days after becoming aware that any Critical Personnel is reassigned or intends to terminate, or has terminated, his or her employment or engagement with Manufacturer and shall also provide Zebra with all information of which Manufacturer is aware with respect to any new employer of any Critical Personnel if such employer is a competitor of Zebra. Upon Zebra' s request, Manufacturer shall inform any such new employer of the Critical Personnel' s confidentiality obligations under this Agreement. Article II.

Engineering Services; Intellectual Property

2.1 Value Engineering and Product Design Services .

a. Value Engineering Services; DFX Analysis . On an on-going basis during the Term, using normal workcell resources, Manufacturer shall provide value engineering services and DFX Analysis with respect to existing Products, upon Zebra' s request pursuant to the COR/COA process in Section 3.12 and/or the SOW process in Section 2.2 , at no cost to Zebra.

b. Product Design Services . Prior to Manufacturer performing any product design services for Zebra for new Products, the terms and conditions of such services shall be set forth in a mutually agreed upon design services agreement to be negotiated by the parties in good faith; provided that, nothing herein shall obligate either party to enter into any such agreement. If Manufacturer develops a new product for Zebra then, upon Zebra' s request, this Agreement shall be amended to update Exhibit A to add such product to the Products to be manufactured by Manufacturer for Zebra.

c. Prototype and Pilot Run Pricing . Prototypes of Products shall be accommodated by Manufacturer in the selected production plant unless the parties otherwise agree. Prototype pricing shall be agreed by the parties prior to Manufacturer manufacturing the initial prototype. Pilot runs of Products shall be priced at production pricing.

2.2 Statements of Work . An SOW shall be issued for each Product under this Agreement and for Services projects requested by Zebra hereunder. SOW' s shall include, at a minimum (i) the technical and testing specifications for the Product, which specifications shall be included in the Specifications, (ii) a detailed description of any other deliverables to be delivered by Manufacturer to Zebra, (iii) the dates for delivery of the Product and any other deliverables, (iv) testing and acceptance criteria and procedures for the Product and any other deliverables, (v) a mechanism for regularly reporting the project status, as

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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well as any unexpected occurrences, (vi) a detailed estimate of all fees and any NRE Costs in connection with the Product and/or other deliverables, and (vii) the actual cost of any new Unique Tooling required to implement the SOW, which Unique Tooling shall be owned and maintained in accordance with Section 3.4. SOWs shall, upon their execution and delivery, be incorporated into and become a part of this Agreement, and each SOW shall be subject at all times to the terms of this Agreement. Zebra shall have the right to cancel any SOW at any time upon notice to Manufacturer and Manufacturer shall deliver to Zebra all Work Product completed or in progress under such SOW, provided that, subject to Section 5.3 below, Zebra shall pay to Manufacturer all agreed to fees and NRE Costs incurred pursuant to the SOW budget for any Services that are performed to Zebra' s reasonable satisfaction prior to the date of such cancellation, but excluding any non-depreciable NRE Costs for which Manufacturer is responsible pursuant to Section 3.6 . 2.3 Zebra Technology .

a. Ownership of Zebra Technology . As between Manufacturer and Zebra, Zebra shall own all right, title and interest in and to all Zebra Technology. Manufacturer and/or Manufacturer' s personnel shall promptly and fully disclose to Zebra all Zebra Technology developed by Manufacturer under this Agreement.

b. Assignment of Zebra Technology . Manufacturer hereby assigns, and agrees to assign, and to cause its employees to assign, to Zebra, all right, title and interest in the Zebra Technology. In addition, all copyrights and copyrightable works included in the Zebra Technology shall be deemed works made for hire pursuant to United States copyright law and/or similar laws of other jurisdictions, and owned by Zebra from the moment of creation. For the avoidance of doubt, to the extent that any copyright or copyrightable work is deemed not to be a work made for hire, then such copyright or copyrightable work shall be included in the foregoing assignment. Manufacturer hereby agrees to take (and to cause its employee to take) such further action, at Zebra' s cost, as reasonably necessary to establish and perfect Zebra' s rights in the Zebra Technology, including by executing assignment documents, filings with patent offices, affidavits, declarations and powers of attorney as reasonably requested by Zebra. Manufacturer hereby represents, warrants and covenants to Zebra that (a) with respect to employees employed in the United States, it has and shall have, and (b) with respect to employees employed outside the United States, it shall use commercially reasonable efforts to have, written agreements with its employees containing valid and enforceable assignments of all Technology (and Intellectual Property Rights embodied therein) that is discovered, made, created, designed, developed or reduced to practice by or on behalf of each such employee (either alone or jointly with others) during the scope of his or her work for Manufacturer.

c. Limited License to Zebra Technology . Zebra hereby grants to Manufacturer a limited, non-exclusive, non-transferable license during the Term of this Agreement to use the Zebra Technology solely as necessary to manufacture Products for Zebra. Such license shall immediately terminate, and Manufacturer shall immediately cease to use the Zebra Technology, upon termination of this Agreement with respect to any Product or upon

*** Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Securities and Exchange Commission.


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expiration or termination of this Agreement as a whole, or upon Zebra' s earlier notification. d. Zebra Covenant . During and after the Term, Zebra shall neither assert, nor transfer to another a right to assert, against Manufacturer or any of its Affiliates, or dealers or customers or suppliers thereof, any Intellectual Property Right of Zebra that is applicable or relates to any Reusable Technology licensed to Manufacturer or any of its Affiliates in the course of Zebra' s activity hereunder

2.4 Manufacturer Technology .

a. Ownership of Manufacturer Technology . As between Manufacturer and Zebra, Manufacturer shall own all right, title and interest in and to Manufacturer Technology.

b. Restrictions on the Use of Manufacturer Technology in Products . Manufacturer shall ensure that none of the Products may embody or incorporate any Manufacturer Technology except (i) the Reusable Technology, (ii) immaterial Manufacturer Technology, and (iii) material Manufacturer Technology particularly identified to Zebra and for which Zebra has given its express prior approval. With regards to this Section 2.4b , Manufacturer Technology shall be considered " material" if such Technology is protected by registration or asserted as a trade secret, otherwise such Technology shall be considered immaterial. c. License to Manufacturer Technology . Manufacturer hereby unconditionally grants to Zebra a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, fully-transferable license, with the right to grant sublicenses through multiple levels of sublicensees, under any and all Manufacturer Technology, only insofar as is required for Zebra to use, sell, offer to sell, distribute, reproduce, make or have made the same or similar models of the Products and derivatives of the Products; provided however, that no license to manufacturing processes and/or manufacturing process improvements shall be granted hereunder except to the extent such processes or process improvements are incorporated into the Specifications.

d. Manufacturer Rebuild License . Manufacturer hereby unconditionally and irrevocably grants to Zebra a non-exclusive, perpetual, irrevocable, worldwide, fully-paid, royalty-free, fully-transferable license, with the right to grant sublicenses through multiple levels of sublicensees, under any and all Manufacturer Technology, to rebuild and have rebuilt the Products.

e. Transition Services Plan . Upon termination of this Agreement as to any Product, the parties shall negotiate a transition services plan, to be set forth in an SOW, for an efficient transition of the manufacture of the Product to an alternate manufacturing source. f. Manufacturer Process Adaptation and Documentation . Manufacturer shall in ...