conversations.from: human
conversations.value: Provide a continuation for this: This OUTSOURCING AGREEMENT (this "Agreement") is made and entered into as of the 16t h day of May, 2017, by and among
  Photronics, Inc., a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S.A ("Photronics"),
  Dai Nippon Printing Co., Ltd., a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan ("DNP"),
  Photronics DNP Photomask Corporation, a company limited by shares organized and formed under the Company Act of the Republic of China with its principal place of business at 4f, #2, Li-Hsin Road, Science Park, Hsinchu, Taiwan, ROC ("PDMC"), and
  Xiamen American Japan Photronics Mask Co., Ltd., a limited liability company organized and formed under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square, No. 56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the "Company").
conversations.from: assistant
conversations.value: Each of Photronics and DNP is hereinafter referred to as a "Shareholder" and collectively as the "Shareholders", each of the Shareholders and PDMC is hereinafter referred to as a "Supplier" and collectively as the "Suppliers", and each of the Suppliers and the Company is hereinafter referred to as a "Party" and collectively as the "Parties."
  ARTICLE 1. BACKGROUND Photronics and DNP wish to participate in a joint venture, either directly or indirectly through their respective Affiliates, as equity interest owners in the Company, and to carry on the Business through the Company. The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics and DNP, directly or indirectly, are the shareholders of and own PDMC, a joint venture of Photronics and DNP in Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into "Joint Venture Operating Agreement" (the "China JV Operating Agreement") dated as of the 16t h day of May, 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in order to (i) ___the Company desires to outsource or ___of the Company pursuant to the terms and conditions set forth herein.
  The Parties hereby agree and confirm the exclusive distribution mechanism set forth in Section 10.1 hereof. All terms and conditions for ___will be governed by this Agreement. Any and all ___set forth in Section 5.15 of the China JV Operating Agreement.
  1.1 Defined Terms Unless otherwise defined in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this Agreement.
  Source: PHOTRONICS INC, 10-Q/A, 12/19/2017
conversations.from: human
conversations.value: Finish this: This OUTSOURCING AGREEMENT (this "Agreement") is made and entered into as of the 16t h day of May, 2017, by and among Photronics, Inc. ...
conversations.from: assistant
conversations.value: The completion of this text could be: , a Connecticut corporation with its principal place of business at 15 Secor Road, Brookfield, Connecticut, U.S. A ("Photronics"), Dai Nippon Printing Co. , Ltd.
conversations.from: human
conversations.value: Finish this: a Japanese corporation with its principal place of business at 1-1, Ichigaya Kagacho 1-chome, Shinjuku-ku, Tokyo, Japan ("DNP"), Photronics DNP Photomask Corporation, a company limited by shares organized and formed under the ...
conversations.from: assistant
conversations.value: The completion of this text could be: Company Act of the Republic of China with its principal place of business at 4f, #2, Li-Hsin Road, Science Park, Hsinchu, Taiwan, ROC ("PDMC"), and Xiamen American Japan Photronics Mask Co. , Ltd.
conversations.from: human
conversations.value: What are the missing spans: a limited liability company organized and formed [spans 1] "Company"). Each of Photronics and DNP is hereinafter referred to as a "Shareholder" [spans 2] "Parties. " ARTICLE 1. BACKGROUND Photronics [spans 3] indirectly through their respective Affiliates, as equity interest owners in the Company, and [spans 4].
conversations.from: assistant
conversations.value: spans 1: under the People's Republic of China with its principal place of business at R203-95, South Building of Torch Square, No.56-58 Torch Road, Gaoxin District, Xiamen, Fujian Province, Peoples Republic of China (the 
  spans 2: and collectively as the "Shareholders", each of the Shareholders and PDMC is hereinafter referred to as a "Supplier" and collectively as the "Suppliers", and each of the Suppliers and the Company is hereinafter referred to as a "Party" and collectively as the 
  spans 3: and DNP wish to participate in a joint venture, either directly or 
  spans 4: to carry on the Business through the Company
conversations.from: human
conversations.value: What are the missing spans: The Parties are engaged, among other things, in the design, development, fabrication and sale of advanced photomasks. Photronics [spans 1] a joint venture of Photronics and DNP [spans 2] Taiwan. In connection with the formation of the Company, Photronics and DNP have entered into "Joint Venture Operating Agreement" (the "China JV Operating [spans 3] 2017. In connection with the China JV Operating Agreement and in order to support the business objective of the Company, including but not limited in [spans 4] pursuant to the terms and conditions set [spans 5].
conversations.from: assistant
conversations.value: spans 1: and DNP, directly or indirectly, are the shareholders of and own PDMC, 
  spans 2: in 
  spans 3: Agreement") dated as of the 16t h day of May, 
  spans 4: order to (i) ___the Company desires to outsource or ___of the Company 
  spans 5: forth herein
conversations.from: human
conversations.value: Finish this: The Parties hereby agree and confirm the exclusive distribution mechanism set forth in ...
conversations.from: assistant
conversations.value: The completion of this text could be: Section 10.1 hereof. All terms and conditions for ___will be governed by this Agreement.
conversations.from: human
conversations.value: What are the missing spans: Any and all ___set forth in Section 5.15 of the China JV Operating Agreement.1.1 Defined Terms Unless otherwise defined [spans 1] Agreement.
conversations.from: assistant
conversations.value: spans 1: in this Agreement and Schedule 1 hereof, terms defined in the China JV Operating Agreement shall have the same meanings when used in this
conversations.from: human
conversations.value: Finish this: Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 1.2 Incorporation by Reference Section 12 (Miscellaneous) of the China JV Operating Agreement shall be incorporated by reference into and form an integral part of this Agreement, mutatis mutandis. ARTICLE 2. PURCHASE ORDERS 2.1 Outsource and Issuance of Purchase Orders Subject to the terms and conditions mentioned hereunder, the Parties agree to the outsource model based on ___as follows, and the Parties also agree that they may add additional Products to this Agreement through additional Purchase Orders ___ For the avoidance of doubt, the outsource model is purely made based on the ___ Moreover, it is acknowledged by the Parties that___ Therefore, subject to the prior notification to, and the instruction and the express approval of the customers, the Steering Committee could reasonably ...
conversations.from: assistant
conversations.value: The completion of this text could be: decide or change the outsource model at its own discretion in accordance with the China JV Operating Agreement. In any case, none of the Parties shall unreasonably ___ of the Products to take advantage of the outsource relationship or ___ A. Outsource Transition Period During the Outsource Transition Period, as for the Purchase Orders received by the Company from: (a) ___ (b) ___ (c) ___ (d) ___and (e) ___ B.
conversations.from: human
conversations.value: Finish this: Post Outsource Transition Period (a) During the Post Outsource Transition Period, the following rules for outsourcing the Purchase Orders to the Suppliers (the "Outsource Stepdown Rules") will apply: Year 1: ___ Year 2: ___ Year 3: ___ Year 4 and thereafter: ...
conversations.from: assistant
conversations.value: The completion of this text could be: ___ For the sake of clarity and by way of example, as for the above calculation; X: ___ Y: ___ Z: ___ 2 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 (b) If PDMC and the Company ___ (i) if ___or (ii) if ___. C.
conversations.from: human
conversations.value: What are the missing words: General (a) The Purchase Orders for the [words 1] with the . (b) PDMC and the Company will make best [words 2] of such ___ (c) For the avoidance [words 3] doubt, the Parties agree and confirm that, during the Outsource Transition [words 4] from the Outsource Stepdown Rules in ___.
conversations.from: assistant
conversations.value: words 1: ______in accordance 
  words 2: efforts to be ___The terms and conditions 
  words 3: of 
  words 4: Period and aside
conversations.from: human
conversations.value: What are the missing spans: (d) The Parties acknowledge and agree that [spans 1] to all relevant specifications of the Product as set forth in [spans 2].
conversations.from: assistant
conversations.value: spans 1: ___ 2.2 Purchase Orders The Suppliers will make good faith efforts to accept all ___from the Company that comply with this Agreement including adhering 
  spans 2: the ___entered into between the Company and the Supplier (including the ___ (as defined below))
conversations.from: human
conversations.value: What are the missing spans: The Suppliers shall notify the Company of acceptance or rejection of a ___within ___hours of receipt of a ___. Failure of ... ___. The lead time for the Products will be as set forth in the ...
conversations.from: assistant
conversations.value: spans 1: the Suppliers to accept or reject a ___within ___hours shall constitute acceptance of such 
  spans 2: applicable ___
conversations.from: human
conversations.value: Finish this: Each ___shall include the following: (a) the Company's ___number; (b) identification of the quantity and type of the Product ordered by the Company; (c) the price of each Product ordered per Schedule 2 attached hereto; (d) the requested delivery date (subject to the applicable Product Lead Time); (e) any shipping instructions, including preferred carrier and shipping destination; and (f) the specifications for the Product. Notwithstanding anything contained in this Agreement and the China JV Operating Agreement to the contrary, and for the sake of clarity, ___.2.3 Purchase Order Terms All ___agreed to between the Company and a Supplier shall be governed by this Agreement unless otherwise ...
conversations.from: assistant
conversations.value: The completion of this text could be: agreed by the Company and the ___which receives such ___in writing; the Parties agree that the ___submitted by the Company to any of the ___ will mirror the terms and conditions of the ___with respect to specification for the Product and the end customer's requirement submitted to the Company by the Company's ___. Those terms and conditions of the ___may be discussed and agreed between the Company and any of the Suppliers prior to issuance of such ___to any of the ___.2.4 Rescheduling and Cancellation The Company may not ___any portion of an accepted ___unless the Supplier fails to fulfill any material term of such accepted ___.
conversations.from: human
conversations.value: Finish this: The Suppliers shall at all times use prudent material planning practices, including by way of example, ___. The Company ___will be provided on a ___ basis covering a rolling ___period. The Company ...
conversations.from: assistant
conversations.value: The completion of this text could be: will provide the Suppliers with such ___which will be updated ___ and ___which will be updated ___ and will be used for planning purposes only. If a Supplier's ability to supply any...
conversations.from: human
conversations.value: More.
conversations.from: assistant
conversations.value: Product is constrained for any reason, such Supplier shall immediately notify the Company of such supply constraint for the purpose of resolving the same.3...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 2.
conversations.from: human
conversations.value: What are the missing spans: 5 End of Life Each of the Suppliers may terminate its obligations to supply a particular Product under this Agreement [spans 1] relevant Supplier shall supply, and the Company shall purchase, such Product ordered pursuant to this Agreement until the effective date of such termination and including any accepted Purchase Orders outstanding on the effective date of termination, and (b) the relevant Supplier is ___to its other ___ with respect to [spans 2] Product. When the Company becomes aware that any of its customers will finish purchasing any type of the Products, [spans 3] thereof. Notwithstanding the above, if the Company has a long term supply agreement with a customer and [spans 4] and (ii) are actually providing Product in support [spans 5] confirmation, to supply the Company until [spans 6] this Agreement, either Supplier may ___after Suppliers' receipt of a written ___ that is deemed credible [spans 7] information and assistance necessary, ___to the relevant ___in accordance with the terms and conditions to be agreed by the relevant Supplier and [spans 8] ___. Any such granted ___shall ___ and provided information shall be destroyed or returned in the event the [spans 9].
conversations.from: assistant
conversations.value: spans 1: by giving written notice of the end of life of such Product to the Company at least ___before the effective date of such termination (a "Product EOL Notice"), provided that (a) the 
  spans 2: such 
  spans 3: the Company shall promptly notify the Supplier(s) 
  spans 4: the Suppliers (i) has confirmed in writing its intention to ___ hereunder 
  spans 5: of such supply agreement, neither Supplier can, to the extent of its 
  spans 6: such s___; provided however that, if a Shareholder terminates the ___, such Shareholder can immediately terminate ___.2.6 Certain Claims Notwithstanding any other provisions in 
  spans 7: by written opinion of the relevant Supplier's outside counsel, provided that the relevant Supplier also ___ with respect to such Product; provided further that (i) relevant Supplier shall give the Company at ___calendar days prior written notice of its intent to discontinue ___, and (ii) at the Company's request, if the Company will using the ___, Suppliers will provide the Company with all reasonable 
  spans 8: the Company, to enable the Company to manufacture or have the 
  spans 9: relevant Supplier resumes___
conversations.from: human
conversations.value: What are the missing spans: The Company shall defend, indemnify and hold [spans 1] importation or distribution of any ___during the [spans 2] on behalf of the Company under the license [spans 3].
conversations.from: assistant
conversations.value: spans 1: harmless the relevant Supplier from and against any claims, expenses and costs (including but not limited to attorney and other professional fees and expenses), settlement of third party claims (if negotiated and approved by the Company), damages and liability arising from or related to ___or the violation of the ___ of any ___solely with respect to the Company's manufacture, use, sale, offering for sale, 
  spans 2: ___calendar days period specified in this Section 2.6 or manufactured by or 
  spans 3: granted in this Section 2.6.2
conversations.from: human
conversations.value: Finish this: 7 Priority for New Products ___ for the Company will be reviewed and discussed by the Steering Committee. The Steering Committee role will be as defined in Section 5.15 of the China JV Operating Agreement. ARTICLE 3. PURCHASE ORDER ALLOCATION Notwithstanding any other provisions in this Agreement, the Parties agree that, ___hereunder by ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Company to any of the Suppliers shall be at ___ pursuant to the ___of the Company taking into account the ___of the Company's ___and the ___ for the ___; provided however that the Company will attempt to allocate the ___ with each Supplier pursuant to the ___set forth in Section 2.1 above.
conversations.from: human
conversations.value: Finish this: The Parties will review the ___ of orders between Suppliers on a ___. If at the end of each ___the ___to one of the Suppliers is not consistent with the ___set forth in Section 2.1 above, the Company will attempt to ___to the Suppliers with ___for the ___until such Supplier has received ___set forth in Section 2.1 above. ...
conversations.from: assistant
conversations.value: The completion of this text could be: Notwithstanding the above, each of the Parties agrees and acknowledges that if a Supplier cannot provide Product to the Company because of ___of the Company, then the Company will be ___ to seek the Product from the other Supplier without ___of Product orders between the Suppliers.4 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 ARTICLE 4. PRODUCT PRICES AND PAYMENT 4.
conversations.from: human
conversations.value: Finish this: 1 Prices The purchase price for the Product shall be as set forth in Schedule 2.4.2 Invoices; Payments The Suppliers shall issue invoices to the Company for any amounts payable to the Suppliers pursuant to this Agreement upon shipment of the applicable ...
conversations.from: assistant
conversations.value: The completion of this text could be: Products to the Company. Payments for Products delivered in accordance with the Purchase Orders, and any other to be made by the Company to Suppliers hereunder, shall be made in the Applicable Currency within ___from the shipment of the applicable Products delivered.4.
conversations.from: human
conversations.value: Finish this: 3 Taxes All amounts payable for Product sold by the Suppliers to the Company hereunder are exclusive of any taxes. The Company shall be responsible for and shall pay any applicable sales, use, excise or similar taxes, including value added taxes and customs duties due on the importation of ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Products and arising from purchases made by the Company under this Agreement, excluding any taxes based on the Suppliers' income and any applicable withholding taxes. All such taxes shall be determined based upon the final shipment designation of the items identified on the invoice. ARTICLE 5. DELIVERY 5.
conversations.from: human
conversations.value: What are the missing spans: 1 Risk of Loss and Title Delivery of all ... Term. Risk of loss for the Products and title to ... Term.5.
conversations.from: assistant
conversations.value: spans 1: Products shall be made pursuant to the Delivery 
  spans 2: the Products shall pass to the Company in accordance with the Delivery
conversations.from: human
conversations.value: Finish this: 2 Delivery Suppliers shall deliver the Product to the Company in accordance with the Delivery Term, shipping instructions in the Purchase Order issued by ...
conversations.from: assistant
conversations.value: The completion of this text could be: the Company with regard to the requested delivery date (subject to the Product Lead Time), ship-to address, and carrier. If the Company does not...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: provide shipping instructions, the Suppliers will select the carrier on a commercially reasonable basis. Suppliers shall be responsible for paying freight, handling, shipping and/or insurance charges to the delivery point in accordance...
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: with the Delivery Term.
conversations.from: human
conversations.value: What are the missing words: 5 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 ARTICLE 6. LIMITED [words 1] Suppliers warrants that the Products shall comply with [words 2] agreed by the relevant Supplier and [words 3] in writing that is applicable to such Products for the Warranty Period. This warranty does not apply [words 4] resulting from misuse, storage in or exposure [words 5] those specified in the applicable specifications or documentation, modification of the Product by anyone other than the relevant Supplier. If a Product fails to comply [words 6] the relevant Supplier shall, at its option, [words 7] or, in the event the foregoing options are [words 8] the Company any amounts paid for the applicable Product. Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a [words 9] set forth in this Section 6.1.6.
conversations.from: assistant
conversations.value: words 1: WARRANTIES 6.1 Suppliers Limited Warranty Each of the 
  words 2: the specifications and documentation 
  words 3: the Company 
  words 4: to any Product failures 
  words 5: to environmental conditions inconsistent with 
  words 6: with the foregoing warranty, 
  words 7: either ___such Product, 
  words 8: not commercially practicable, ___to 
  words 9: Product to conform to the warranty provisions
conversations.from: human
conversations.value: What are the missing spans: 2 Disclaimer EXCEPT AS EXPRESSLY SET FORTH IN THIS ARTICLE 6, THE [spans 1] THE WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE. ARTICLE [spans 2].
conversations.from: assistant
conversations.value: spans 1: PARTIES MAKE NO WARRANTIES OR REPRESENTATIONS TO THE OTHER PARTIES AND EACH PARTY HEREBY DISCLAIMS ANY AND ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING 
  spans 2: 7
conversations.from: human
conversations.value: What are the missing words: TERM AND TERMINATION 7.1 Term This Agreement shall become ... as of the Effective Date and shall ... force and effect for so long as ... DNP, or any of their Affiliates, ... a Shareholder of the Company.7.2 Termination for ... shall have the right to terminate its obligations under this Agreement if the ... materially breaches this Agreement and fails to cure such breach within thirty (30) days ... breach specifying such default.7.
conversations.from: assistant
conversations.value: words 1: effective 
  words 2: continue to be in full 
  words 3: Photronics and 
  words 4: each remains 
  words 5: Cause A Party 
  words 6: other Party 
  words 7: after its receipt of written notice of the
conversations.from: human
conversations.value: Finish this: 3 Survival Article 6 (for the duration of the applicable warranty period), Article 7, Article ...
conversations.from: assistant
conversations.value: The completion of this text could be: 8 and Article 9 shall survive any termination or expiration of this Agreement. ARTICLE 8.
conversations.from: human
conversations.value: What are the missing words: INDEMNIFICATION 8.1 Indemnification by the Suppliers [words 1] respect to Products supplied by such Supplier, defend, indemnify and [words 2] Company from and against any third party claims, expenses and costs (including [words 3] not limited to attorney and other professional fees and expenses), settlement (if negotiated [words 4] relevant Supplier), damages and liability to [words 5] extent arising from a claim (a) alleging that a Product infringes [words 6] (b) arising under products liability theory [words 7] judgments finally awarded by a court or any amounts contained in a [words 8] by the relevant Supplier arising from such claims. [words 9] not cover claims that solely arise from (i) [words 10] Product by any party other than the relevant Supplier, (ii) the combination or [words 11] Product with other products, processes, methods, [words 12] as approved by the relevant Supplier, [words 13].
conversations.from: assistant
conversations.value: words 1: Each of the Suppliers shall, with 
  words 2: hold harmless the 
  words 3: but 
  words 4: and approved by the 
  words 5: the 
  words 6: or misappropriates any Intellectual Property Rights, or 
  words 7: from a manufacturing defect, and shall pay any 
  words 8: settlement agreed to 
  words 9: The foregoing indemnity does 
  words 10: the modification of the 
  words 11: use of the 
  words 12: materials or devices except 
  words 13: or (iii) the fault of the Company
conversations.from: human
conversations.value: What are the missing spans: 6 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 8.2 Indemnification by the Company Other than claims for [spans 1] against any third party claims, expenses and costs (including [spans 2] (if negotiated and approved by the Company), damages and liability to the extent arising from a claim (a) [spans 3] manufacturing defect, and shall pay any judgments finally [spans 4] to by the Company arising from such claims. The foregoing indemnity does not [spans 5] by any party other than the Company, or [spans 6].
conversations.from: assistant
conversations.value: spans 1: which the Suppliers are obligated to indemnify the Company under Section 8.1, the Company shall defend, indemnify and hold harmless the Suppliers from and 
  spans 2: but not limited to attorney and other professional fees and expenses), settlement 
  spans 3: alleging that a Product supplied by such Supplier infringes or misappropriates any Intellectual Property Rights, or (b) arising under products liability theory from a 
  spans 4: awarded by a court or any amounts contained in a settlement agreed 
  spans 5: cover claims that solely arise from (i) the modification of the Product 
  spans 6: (ii) the combination or use of the Product with other products, processes, methods, materials or devices except as approved by the Company.8
conversations.from: human
conversations.value: Finish this: 3 Procedure The Party seeking indemnification hereunder (the "Indemnified Party") agrees to promptly inform the other Party (the "Indemnifying Party") in writing of such claim and furnish a copy of each communication, notice or other action relating to the claim and the alleged infringement. The Indemnified Party shall permit the Indemnifying ...
conversations.from: assistant
conversations.value: The completion of this text could be: Party to have sole control over the defense and negotiations for a settlement or compromise, provided that the Indemnifying Party may not settle or compromise a claim in a manner that imposes or purports to impose any liability or obligations on the Indemnified Party without obtaining the Indemnified Party's prior written consent.
conversations.from: human
conversations.value: What are the missing words: The Indemnified Party agrees to give all reasonable authority, information and assistance necessary [words 1] such suit or proceeding at the Indemnifying Party's reasonable request and at the Indemnifying Party's expense. ARTICLE 9.
conversations.from: assistant
conversations.value: words 1: to defend or settle
conversations.from: human
conversations.value: What are the missing words: LIABILITY AND REMEDY 9.1 Limited Liability EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS [words 1] IN SECTION 12.17 OF THE CHINA [words 2] BREACHES OF LICENSE GRANTS CONTAINED HEREIN, [words 3] TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE [words 4] ANY PARTY HAVE ANY LIABILITY TO [words 5] CLAIMING THROUGH OR UNDER THE OTHER, [words 6] PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES [words 7] IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER [words 8] LIABILITY, EVEN IF SUCH PARTY HAS BEEN [words 9] OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL [words 10] OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY [words 11] OR RECEIVABLE BY SUCH PARTY FOR [words 12] PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) [words 13] OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.
conversations.from: assistant
conversations.value: words 1: CONTAINED IN THE NON-DISCLOSURE CLAUSE 
  words 2: JV OPERATING AGREEMENT, 
  words 3: AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES 
  words 4: 8, (A) IN NO EVENT SHALL 
  words 5: THE OTHERS, OR TO ANY PARTY 
  words 6: FOR ANY LOST 
  words 7: OF ANY KIND 
  words 8: CAUSED AND UNDER ANY THEORY OF 
  words 9: ADVISED OF THE POSSIBILITY 
  words 10: A PARTY'S CUMULATIVE LIABILITY ARISING OUT 
  words 11: PAID, PAYABLE, RECEIVED 
  words 12: THE PRODUCTS CONCERNED THEREWITH HEREUNDER 
  words 13: MONTHS PRIOR TO THE
conversations.from: human
conversations.value: Finish this: THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. THE PARTIES ACKNOWLEDGE AND AGREE THAT THIS ARTICLE 9 IS AN ESSENTIAL ELEMENT OF THE BARGAIN AND ABSENT THIS ARTICLE 9 THE ECONOMIC AND OTHER TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.7 Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 9.2 Remedies Notwithstanding anything stated to the contrary in this Agreement, the Parties ...
conversations.from: assistant
conversations.value: The completion of this text could be: acknowledge that any breach of Section 2.5 ___of this Agreement and/or the non-disclosure clause in Section 12.
conversations.from: human
conversations.value: What are the missing words: 17 of the China JV Operating Agreement [words 1] would cause irreparable harm to the other Parties, [words 2] any such breach would be difficult or impossible to ascertain. As such, the Parties agree that [words 3] be entitled to injunctive relief and other equitable remedies in the event [words 4] threatened breach of Section 2.5 of this Agreement and/or the [words 5] of the China JV Operating Agreement.
conversations.from: assistant
conversations.value: words 1: by a Party 
  words 2: and that the damages arising from 
  words 3: a Party shall 
  words 4: of any breach or 
  words 5: non-disclosure clause in Section 12.17
conversations.from: human
conversations.value: What are the missing words: Such injunctive or other equitable relief shall be [words 1] in lieu of, any other remedies that may [words 2] available to that Party. The Parties [words 3] fees and costs of enforcement of this Agreement.
conversations.from: assistant
conversations.value: words 1: in addition to, and not 
  words 2: be 
  words 3: shall be entitled reasonable attorney
conversations.from: human
conversations.value: What are the missing spans: ARTICLE 10. OTHER ARRANGEMENT ______. (Signature Page Follows) 8 Source: PHOTRONICS INC, ...
conversations.from: assistant
conversations.value: spans 1: 10-Q/A, 12/19/2017 Execution Version IN WITNESS WHEREOF, the Parties hereto have duly executed this Agreement as of the day and year first above written
conversations.from: human
conversations.value: Finish this: PHOTRONICS, INC. By: Name: ___ Title: ___ DAI NIPPON PRINTING CO. ...
conversations.from: assistant
conversations.value: The completion of this text could be: , LTD. By: Name: ___ Title: ___ Photronics DNP Mask Corporation.
conversations.from: human
conversations.value: What are the missing words: By: Name: ___ Title: ___ Photronics ... By: Name: ___ Title: ___ Outsourcing Agreement Signature Page Source: PHOTRONICS INC, 10-Q/A, 12/19/2017 Schedule 1 Definitions Capitalized words and phrases ... elsewhere in this Agreement shall have ... 1. "Affiliate" of a Person means ... Person which, directly or indirectly, controls, is controlled by, or is under common ... Person. The term "control" (including, with ... by" and "under common control with"), as used with ... possession, directly or indirectly, of the power to ... and policies of such Person, whether through ... contract or otherwise. A Person shall be ... of another Person only so long ...
conversations.from: assistant
conversations.value: words 1: DNP Mask Corporation Xiamen 
  words 2: used and not otherwise defined 
  words 3: the following meanings: 
  words 4: any other 
  words 5: control with, such 
  words 6: correlative meaning, the terms "controlled 
  words 7: respect to any Person, means the 
  words 8: direct or cause the direction of the management 
  words 9: the ownership of voting securities, by 
  words 10: deemed an Affiliate 
  words 11: as such control relationship exists
conversations.from: human
conversations.value: What would be a contract section that comes before this one:
  2. "Applicable Currency" means (i) for payments in relation to Photronics, U.S. Dollars, (ii) for payments in relation to DNP, U.S. Dollars, and (iii) for payments in relation to PDMC, US Dollars.
conversations.from: assistant
conversations.value: 1. "Affiliate" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists.
conversations.from: human
conversations.value: Reverse the sentences.
conversations.from: assistant
conversations.value: A Person shall be deemed an Affiliate of another Person only so long as such control relationship exists. The term "control" (including, with correlative meaning, the terms "controlled by" and "under common control with"), as used with respect to any Person, means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of such Person, whether through the ownership of voting securities, by contract or otherwise. "Affiliate" of a Person means any other Person which, directly or indirectly, controls, is controlled by, or is under common control with, such Person.1
conversations.from: human
conversations.value: Continue.
conversations.from: assistant
conversations.value: 3. "Delivery Term" means DDP (Incoterms 2010) at delivery point in China. The Delivery Term may be otherwise determined by the Company and the Supplier in the Purchase Order where delivery point is other place than China.
  4. ___.
  5. "Intellectual Property Rights" means all rights in and to (a) U.S. and foreign patents and patent applications, including all divisions, substitutions, continuations, continuations-in-part, and any reissues, re-examinations and extensions thereof, (b) copyrights and other rights in works of authorship, (c) unpatented inventions, trade secrets, data, processes, or materials, (d) mask work rights, and (e) other intellectual property or proprietary rights of any kind now known or hereafter recognized in any jurisdiction, but excluding trademarks, service marks, trade names, trade dress, domain names, logos and similar rights, and the goodwill associated therewith.
  6. ___.
  7. ___.
  8. ___.
  9. ___.
  10. ___. 11. "Product" means photolithographic integrated circuit photomasks for ___ and related services.
  12. "Purchase Order" means any of the following (a) a written purchase order issued to the Company by third party buyers for the purchase of certain Products; (b) a written purchase order issued by the Company to a Supplier for a quantity of the Product.
  13. "Warranty Period" means a period of ___from the relevant Supplier's shipment of the Product. *** Confidential treatment has been requested by Photronics, Inc. for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ___. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
conversations.from: human
conversations.value: More from this contract.
conversations.from: assistant
conversations.value: Source: PHOTRONICS INC, 10-Q/A, 12/19/2017
  Schedule 2
  Product Prices
  The prices for each Product outsourced to the Suppliers shall be ___.
  *** Confidential treatment has been requested by Photronics, Inc. for redacted portions of this exhibit. This copy omits the information subject to the confidentiality request. Omissions are designated as ___. A complete version of this exhibit has been provided separately to the Securities and Exchange Commission.
  Source: PHOTRONICS INC, 10-Q/A, 12/19/2017
conversations.from: human
conversations.value: The name of the contract?
conversations.from: assistant
conversations.value: OUTSOURCING AGREEMENT
conversations.from: human
conversations.value: The two or more parties who signed the contract?
conversations.from: assistant
conversations.value: * PDMC
  * Photronics
  * Company
  * Photronics, Inc.
  * Dai Nippon Printing Co., Ltd.
  * Photronics DNP Photomask Corporation
  * DNP
  * Xiamen American Japan Photronics Mask Co., Ltd.
  * Each of Photronics and DNP is hereinafter referred to as a "Shareholder" and collectively as the "Shareholders", each of the Shareholders and PDMC is hereinafter referred to as a "Supplier" and collectively as the "Suppliers", and each of the Suppliers and the Company is hereinafter referred to as a "Party" and collectively as the "Parties."
conversations.from: human
conversations.value: The date of the contract?
conversations.from: assistant
conversations.value: 16t h day of May, 2017,
conversations.from: human
conversations.value: On what date will the contract's initial term expire?
conversations.from: assistant
conversations.value: This Agreement shall become effective as of the Effective Date and shall continue to be in full force and effect for so long as Photronics and DNP, or any of their Affiliates, each remains a Shareholder of the Company.
conversations.from: human
conversations.value: Which state/country's law governs the interpretation of the contract?
conversations.from: assistant
conversations.value: I can't tell from this context.
conversations.from: human
conversations.value: Is there a restriction on the ability of a party to compete with the counterparty or operate in a certain geography or business or technology sector? ?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is a party restricted from contracting or soliciting customers or partners of the counterparty, whether during the contract or after the contract ends (or both)?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Can a party terminate this  contract without cause (solely by giving a notice and allowing a waiting  period to expire)?
conversations.from: assistant
conversations.value: I don't think so.
conversations.from: human
conversations.value: Is consent or notice required of a party if the contract is assigned to a third party?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Is there a fee increase or consent requirement, etc. if one party’s use of the product/services exceeds certain threshold?
conversations.from: assistant
conversations.value: It does not appear so.
conversations.from: human
conversations.value: Does intellectual property created  by one party become the property of the counterparty, either per the terms of the contract or upon the occurrence of certain events?
conversations.from: assistant
conversations.value: No.
conversations.from: human
conversations.value: Is a party’s liability uncapped upon the breach of its obligation in the contract? This also includes uncap liability for a particular type of breach such as IP infringement or breach of confidentiality obligation?
conversations.from: assistant
conversations.value: Yes. EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.
conversations.from: human
conversations.value: Does the contract include a cap on liability upon the breach of a party’s obligation? This includes time limitation for the counterparty to bring claims or maximum amount for recovery?
conversations.from: assistant
conversations.value: Yes. 
  * THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
  * EXCEPT FOR LIABILITY ARISING FROM BREACHES OF A PARTY'S CONFIDENTIALITY OBLIGATIONS CONTAINED IN THE NON-DISCLOSURE CLAUSE IN SECTION 12.17 OF THE CHINA JV OPERATING AGREEMENT, BREACHES OF LICENSE GRANTS CONTAINED HEREIN, AND EXCEPT FOR AMOUNTS PAYABLE TO THIRD PARTIES TO FULFILL INDEMNITY OBLIGATIONS DESCRIBED IN ARTICLE 8, (A) IN NO EVENT SHALL ANY PARTY HAVE ANY LIABILITY TO THE OTHERS, OR TO ANY PARTY CLAIMING THROUGH OR UNDER THE OTHER, FOR ANY LOST PROFITS, ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OF ANY KIND IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) IN NO EVENT SHALL A PARTY'S CUMULATIVE LIABILITY ARISING OUT OF THIS AGREEMENT EXCEED THE AMOUNTS ACTUALLY PAID, PAYABLE, RECEIVED OR RECEIVABLE BY SUCH PARTY FOR THE PRODUCTS CONCERNED THEREWITH HEREUNDER PURSUANT TO THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRIOR TO THE OCCURRENCE OF THE INITIAL EVENT FOR WHICH A PARTY RECOVERS DAMAGES HEREUNDER.
  * Without limiting the remedies specified in Article 8 and Section 9.2, this Section 6.1 states the exclusive remedy of the Company for failure of a Product to conform to the warranty provisions set forth in this Section 6.1.
conversations.from: human
conversations.value: What is the duration of any  warranty against defects or errors in technology, products, or services  provided under the contract?
conversations.from: assistant
conversations.value: * Each of the Suppliers warrants that the Products shall comply with the specifications and documentation agreed by the relevant Supplier and the Company in writing that is applicable to such Products for the Warranty Period.
  * "Warranty Period" means a period of [***]from the relevant Supplier's shipment of the Product.
  * If a Product fails to comply with the foregoing warranty, the relevant Supplier shall, at its option, either [***]such Product, or, in the event the foregoing options are not commercially practicable, [***]to the Company any amounts paid for the applicable Product.