Life360 Inc.
10/31/2024 | Press release | Distributed by Public on 10/31/2024 12:12
Material Agreement Form 8 K
Item 1.01 Entry into a Material Definitive Agreement
On October 25, 2024, Life360, Inc. (the "Company") entered into a manufacturing services agreement (the "Manufacturing Services Agreement") with Jabil Circuit, Inc. and Jabil Circuit (Singapore) Pte. Ltd and its affiliates (collectively, "Jabil"), pursuant to which Jabil will continue to manufacture the Company's Tile and Jiobit products. The Manufacturing Services Agreement continues the Company's existing commercial relationship with Jabil, pursuant to which Jabil is designated the sole contract manufacturer for Tile products and primary manufacturer for Jiobit products.
Under the Manufacturing Services Agreement, Jabil will continue to manufacture the Company's products using design specifications, quality assurance programs, and standards established by the Company. Jabil is also granted under the Manufacturing Services Agreement a non-exclusive, royalty-free, non-transferable right and license to use certain Company intellectual property as it relates to Jabil's obligations under the agreement. The Company will reimburse, and once such reimbursement is paid, will own the tooling and other equipment specifically required to manufacture its products pursuant to the Manufacturing Services Agreement. Additionally, under the Manufacturing Services Agreement, the Company has purchase commitments based on purchase orders that the Company issues and demand forecasts for certain amounts of finished goods, works-in-progress, and components purchased to support such purchase orders. The Manufacturing Services Agreement also contains certain customary indemnities in favor of both Jabil and the Company.
The Manufacturing Services Agreement has an initial three-year term and will automatically renew for additional one-year periods unless earlier terminated or advance written notice not to renew is given. Either party may terminate the Manufacturing Services Agreement (i) by written mutual consent, (ii) by advance written notice from either party, (iii) for cause by either party after written notice of a material breach and failure by the other party to cure such breach within thirty (30) days, or (iv) immediately upon written notice by either party of the bankruptcy or insolvency of the other party.
The foregoing description of the Manufacturing Services Agreement does not purport to be complete and is qualified in its entirety by reference to, and should be read in conjunction with, the full text of the Manufacturing Services Agreement, a copy of which the Company expects to file as an exhibit to the Company's Quarterly Report on Form 10-Q for the period ended September 30, 2024.