Common use of Forecast and Purchase Orders Clause in Contracts

Forecast and Purchase Orders. 5.1 Each [***], Apple will provide Micron with a [***] rolling forecast of its demand for Micron Products (the “[***]”). The [***] Forecast will be prepared in good faith and reflect Apple’s best estimate of its demand for Micron Products. Each [***] Forecast will show volume and density requirements for the first [***] of such Forecast by week and for the second through [***] by month. [***] Forecasts will be delivered no later than November 30, February 28, May 30, and August 30 of each year for the [***] commencing on the first, second, third and fourth calendar [***], respectively; provided, however, that the first [***] Forecast will be delivered upon payment of the Initial Pre-Payment under Section 7.1 for the subsequent [***]. Micron will respond with a statement of supply availability for the [***] covered by such [***] Forecast within [***] ([***]) business days of receipt of the [***] Forecast. The supply availability will be prepared in good faith and reflect Micron’s best estimate of its ability to supply Micron Products during such period. 5.2 On or before [***], Apple will give Micron a forecast for Apple’s demand for Micron Products, including volume and density, for the upcoming [***] (the “[***] Forecasts”). The [***] Forecasts will include forecasts for current and future Micron Products. 5.3 The rolling [***] Forecast and the [***] Forecast provided by Apple are for planning purposes only and do not constitute an obligation to purchase. 5.4 Micron will accept all purchase orders and, in the case of blanket purchase orders, subsequent shipping orders (“P.O.s”), submitted by Apple for Micron Products within the Supply Commitment, except that (i) if the total GBs of Micron Product in any P.O. for a quarter would exceed the Supply Commitment for such quarter, Micron shall not be obligated to accept such P.O. for such excess Micron Product; (ii) Micron shall not be obligated to accept any P.O. to the extent such P.O. would cause the amount of Micron Products to be delivered to Apple in the [***] or [***] month of a calendar quarter, respectively, to exceed [***] percent ([***]%) of the Supply Commitment for such quarter; and (iii) Micron shall not be obligated to accept any P.O. in any calendar quarter to the extent that the total GBs of the highest density of NAND flash die contained in the Micron Products ordered pursuant to a P.O. for Micron Products (when aggregated with the other P.O.s for such Micron Products for delivery during such quarter) placed in accordance with this Section 5.4 exceeds the product of (i) the percentage set forth in the Density Roadmap for such die density during such quarter; and (ii) the Supply Commitment for such quarter. Micron will drop ship Micron Products to any location designated by Apple in a P.O. provided that Apple provides Micron with reasonable advance notice of a request to drop ship to a location Micron has not previously shipped to under this Agreement. Apple will issue P.O.s for Micron Products no less than [***] ([***]) days prior to shipment, unless the Parties agree in writing to a different time period. [***].