Common use of Long Range Forecast Clause in Contracts

Long Range Forecast. Each Fiscal Year, the Purchaser will provide Inotera, for its review and comment, with a written non-binding forecast (each, a “Long Range Forecast”) of the Purchaser’s demand for Conforming Wafers and Pre-Qual Production Wafers for the next [***]. DLI-266520155v1 3.16 Restrictions on Access to Pricing Information; Nonsolicitation of Segregated Employees. (a) Inotera shall prevent any Person that is not a Segregated Employee from obtaining access to the pricing information (including the Purchaser Pricing Reports and the Inotera Financial Reports), or the data from which pricing information is derived from, delivered to, or created by, Inotera under this Agreement, except (i) as the Parties may otherwise agree in writing, (ii) as may be required by legal process under Applicable Law, and (iii) that Inotera may provide (A) the Purchaser with Inotera Financial Reports, Preliminary Price Notices, Pro Forma Invoices, Final Invoices and the data from which such Inotera Financial Reports, Preliminary Price Notices, Pro Forma Invoices or Final Invoices are derived, (B) any independent Third Party auditor acting as contemplated by Section 6.4 with such information as such auditor may request that is reasonably relevant to the applicable inspection and audit, and (C) Inotera’s independent outside auditors with such information as such auditor may reasonably request in connection with its audit of Inotera’s financial statements and other statutory audit requirements (the items in clauses (i), (ii) and (iii) being referred to as the “Permitted Disclosures”). Without limiting the generality of the foregoing, Inotera shall (x) develop, maintain, implement and enforce policies that (A) prohibit all Segregated Employees from disclosing, or allowing disclosure of, pricing information (including the Purchaser Pricing Reports and the Inotera Financial Reports) to Persons that are not Segregated Employees, other than the Permitted Disclosures and (B) require all Segregated Employees to store all physical files related to pricing (including the Purchaser Pricing Reports and the Inotera Financial Reports) in secure locations that are not accessible by non-Segregated Employees, (y) segregate the office space of the Segregated Employees from other employees of Inotera, and (z) maintain all electronic files containing pricing information (including the Purchaser Pricing Reports and the Inotera Financial Reports) in confidential password protected files. The Purchaser shall not take any action that reasonably should be expected to cause Inotera to violate this Section 3.16. (b) Even if permitted under Section 9.4 of the Joint Venture Agreement, the Purchaser shall not, and shall cause its Affiliates not to, directly or indirectly recruit, solicit or hire, or make arrangements to recruit, solicit or hire, any current or former Segregated Employee during the Restriction Period.

Long Range Forecast. Each Fiscal Year, the Purchaser will provide Inotera, for its review and comment, with a written non-binding forecast (each, a “Long Range Forecast”) of the Purchaser’s 's demand for Conforming Wafers and Pre-Qual Production Wafers for the next [***]] or, if the Purchaser Wind-Down Period has commenced, for the remaining duration of the Purchaser Wind-Down Period. DLI-266520155v1 3.16 Restrictions on Access to Pricing Information[***]; Nonsolicitation of Segregated Employees. (a) Inotera shall prevent any Person that is not a Segregated Employee from obtaining access to the pricing information [***] (including the Purchaser Pricing [***] Reports and the Inotera Financial Reports), or the data from which pricing information [***] is derived from, delivered to, or created by, Inotera under this Agreement, except (i) as the Parties may otherwise agree in writing, (ii) as may be required by legal process under Applicable Law, and (iii) that Inotera may provide (A) the Purchaser with Inotera Financial Reports, Preliminary Price Notices, Pro Forma Invoices, Final Invoices and the data from which such Inotera Financial Reports, Preliminary Price Notices, Pro Forma Invoices or Final Invoices are derived, (B) any independent Third Party auditor acting as contemplated by Section 6.4 with such information as such auditor may request that is reasonably relevant to the applicable inspection and audit, and (C) Inotera’s 's independent outside auditors with such information as such auditor may reasonably request in connection with its audit of Inotera’s 's financial statements and other statutory audit requirements (the items in clauses (i), (ii) and (iii) being referred to as the “Permitted Disclosures”). Without limiting the generality of the foregoing, Inotera shall (x) develop, maintain, implement and enforce policies that (A) prohibit all Segregated Employees from disclosing, or allowing disclosure of, pricing information [***] (including the Purchaser Pricing [***] Reports and the Inotera Financial Reports) to Persons that are not Segregated Employees, other than the Permitted Disclosures and (B) require all Segregated Employees to store all physical files related to pricing [***] (including the Purchaser Pricing [***] Reports and the Inotera Financial Reports) in secure locations that are not accessible by non-Segregated Employees, (y) segregate the office space of the Segregated Employees from other employees of Inotera, and (z) maintain all electronic files containing pricing information [***] (including the Purchaser Pricing [***] Reports and the Inotera Financial Reports) in confidential password protected files. The Purchaser shall not take any action that reasonably should be expected to cause Inotera to violate this Section 3.16. (b) Even if permitted under Section 9.4 of the Joint Venture Agreement, the Purchaser shall not, and shall cause its Affiliates not to, directly or indirectly recruit, solicit or hire, or make arrangements to recruit, solicit or hire, any current or former Segregated Employee during the Restriction Period.