skills/msa-review-commercial-purchase/examples/example_supplier_review.md

Worked Example — Supplier Perspective, Comprehensive Mode, Automotive Industry

This example shows the skill applied to a buyer-drafted purchase MSA from the supplier's perspective in comprehensive mode, with industry-specific overlay. The scenario: a Tier-1 automotive supplier has been presented with a major OEM's standard MSA template and must evaluate signability before bidding on a multi-year program.

Input

Perspective: supplier Review depth: comprehensive Jurisdiction: Michigan (governing law) Goods or services: "Automotive components for incorporation into OEM's vehicle production. Multi-year program contemplated, with annual volume commitments." Industry context: "automotive supplier (subject to PPAP, traceability, sub-tier flowdowns, IATF 16949)" Deal context: "Multi-year automotive program; OEM-prepared template presented as standard for all suppliers; significant deal value; OEM is requiring use of their template as a condition of bidding." Order Form provided: no Prior agreements: "We have an NDA with this OEM from 2024 (the program development phase)."

Document (excerpts — actual document is 35 pages with 8 schedules):

§4.1 Pricing. Prices are firm for the duration of the Program and shall not be increased except as provided in §4.4 (Material Cost Adjustments). Supplier acknowledges that competitive pricing pressure may require price reductions; Supplier shall negotiate in good faith for annual price reductions of not less than three percent (3%) per year.

§4.4 Material Cost Adjustments. Material cost adjustments may be made quarterly based on the changes in published indices for the relevant raw materials, as set forth in Schedule C. Adjustments are pass-through with no margin impact, capped at the actual change in supplier's incurred raw material cost as verified by Buyer's audit.

§5.2 Forecast and Volume Commitment. Buyer shall provide Supplier with a rolling twelve (12)-month forecast updated monthly. The first ninety (90) days of each forecast are firm and constitute Buyer's commitment to purchase the forecast volumes. The remaining nine months are non-binding planning forecasts. Buyer makes no minimum-volume commitment beyond the firm-period forecasts.

§6.1 Quality Standards. Supplier shall comply with IATF 16949 quality system requirements. Supplier shall maintain PPAP approval for all Goods at all times during the Program. Any change to materials, processes, sources, or sub-tier suppliers requires re-PPAP approval per AIAG PPAP requirements.

§6.5 Recall Obligations. Supplier shall be responsible for all costs and damages arising out of any recall of vehicles or vehicle components incurred by Buyer due to non-conformance of Supplier's Goods, including without limitation: vehicle owner notifications, repair costs, replacement parts costs, transportation costs, administrative costs, regulatory fines, and any settlements or judgments arising from such recall. Supplier's recall liability is uncapped.

§7.1 Warranties. Supplier warrants the Goods for the longer of: (a) the warranty period offered by Buyer to its end customers (currently sixty (60) months / 60,000 miles); or (b) ten (10) years from the date of incorporation into Buyer's vehicle. Supplier's warranty shall pass through to Buyer's end customers, and Supplier shall be responsible for warranty service, replacement, and reimbursement on the same terms as Buyer's customer warranty.

§8.1 Indemnification. Supplier shall defend, indemnify, and hold harmless Buyer and its affiliates, dealers, customers, and end users from and against any and all claims, damages, losses, and expenses arising out of or relating to: (a) any actual or alleged defect in the Goods; (b) any non-conformance with specifications; (c) any actual or alleged infringement of any intellectual property right; (d) any non-compliance with applicable law by Supplier; (e) any negligent or willful act or omission of Supplier or its sub-tier suppliers; or (f) any product liability claim arising from the Goods.

§9.1 Limitation of Liability. Supplier's liability under this Agreement is uncapped. The exclusions of damages set forth elsewhere in this Agreement do not apply to Supplier's indemnification obligations or recall obligations.

§10.1 Term and Discontinuation. The Term of this Agreement is the duration of the Program. Supplier may not discontinue any Goods during the Program without Buyer's prior written consent. After the Program ends, Supplier shall continue to supply spare parts and service parts for fifteen (15) years at then-current prices, with Supplier's pricing methodology subject to Buyer's reasonable approval.

§11.1 Tooling. All tooling specifically designed and manufactured for the production of Goods shall be owned by Buyer, regardless of which party paid for the tooling. Supplier holds tooling as bailee for Buyer's benefit. Buyer may take possession of all such tooling at any time upon written notice. Tooling specifications and designs are Buyer's confidential information.

§12.1 Force Majeure. Force majeure events excuse a party's non-performance only for the duration of the event and do not include any of the following: (a) supply chain disruptions affecting any of supplier's tier-1 or tier-2 suppliers; (b) labor disputes affecting only the affected party; (c) equipment failures, software failures, or other operational issues; (d) financial difficulties; (e) any event the affected party could have foreseen or mitigated through commercially reasonable efforts. Force majeure does not excuse Buyer's payment obligations or Supplier's quality obligations under PPAP-approved processes.

§13.1 Sub-Tier Flowdowns. Supplier shall flow down the requirements of this Agreement, including without limitation IATF 16949, PPAP requirements, traceability obligations, conflict minerals reporting, REACH compliance, and indemnification obligations, to all sub-tier suppliers in supplier's supply chain. Supplier shall be responsible for sub-tier supplier compliance with such requirements.

§14.1 Buyer Audit Rights. Buyer may audit Supplier's facilities, processes, books, records, and sub-tier suppliers at any time upon reasonable notice (not less than two (2) business days for emergency audits, ten (10) business days for routine audits). Buyer's audit rights extend to verification of: (a) PPAP compliance; (b) IATF 16949 compliance; (c) cost data supporting Material Cost Adjustments; (d) conflict minerals reporting; (e) REACH and RoHS compliance; (f) sub-tier supplier compliance. Audit costs are at Supplier's expense for any audit revealing material non-compliance; otherwise at Buyer's expense.

(Many other provisions truncated.)

Output

MSA Review — Commercial Purchase: [OEM] Master Supply Agreement (Automotive)

Perspective: Supplier Review depth: Comprehensive Document type: OEM-prepared automotive Master Supply Agreement Goods or services: Automotive components for vehicle production Industry context: Automotive (PPAP, IATF 16949, traceability, sub-tier flowdowns) Governing law: Michigan Term: Duration of the Program (multi-year, undefined precise length) Order Form / PO provided: No Prior agreements considered: Mutual NDA dated 2024

Bottom line

Materially unfavorable to supplier; substantial commercial concerns. Signable only with significant negotiation or with full understanding and acceptance of the exposure. This is an aggressive OEM template that allocates substantial risk to supplier in ways consistent with industry-standard automotive OEM practice but with several provisions that are at the upper end of what suppliers typically accept. Critical concerns: (1) uncapped liability with broad indemnification covering product liability and recall (§§8.1, 9.1, 6.5); (2) 10-year warranty period with pass-through to end customers and uncapped warranty exposure (§7.1); (3) 15-year spare parts obligation post-program with pricing subject to OEM approval (§10.1); (4) buyer ownership of all tooling regardless of who paid (§11.1); (5) strict force majeure with no excuse for supply-chain disruptions (§12.1). Additional material concerns around sub-tier flow-down liability, audit rights cost allocation, and the volume commitment structure. This is recognizable as an "industry-standard" OEM template — supplier should expect these positions in any major OEM bid — but supplier must verify that its insurance coverage, financial reserves, and operational capacity can support the exposure before bidding.

Critical issues

§§8.1, 9.1, 6.5 — Uncapped liability with broad indemnification

What the document says: supplier indemnifies OEM (and OEM's affiliates, dealers, customers, and end users) for product defects, non-conformance, IP infringement, legal non-compliance, supplier and sub-tier supplier negligence, and product liability claims (§8.1). Supplier's liability is uncapped (§9.1). Recall liability is uncapped and covers a broad set of recall costs (§6.5).

Why it's a critical issue: uncapped liability for product liability and recall in the automotive context is industry-standard but represents enormous potential exposure. A single recall event can exceed hundreds of millions of dollars; a major safety-related recall can exceed a billion. Even with insurance coverage, the deductibles, exclusions, and policy limits can leave supplier with substantial uncovered exposure.

Supplier considerations:

Insurance verification: does supplier's products-liability and commercial general liability insurance carry adequate limits for the exposure? Recall coverage is typically a separate line; verify supplier carries product recall insurance with limits commensurate with potential exposure.
Sub-tier supplier flow-down: §13.1 flows obligations down to sub-tier suppliers, but the §8.1(e) indemnity makes supplier responsible for sub-tier supplier acts. Supplier needs robust sub-tier risk management, including sub-tier insurance verification.
Cap negotiation: uncapped liability is industry-standard for major OEMs but supplier should attempt to negotiate. Realistic positions: (a) cap on non-recall, non-personal-injury, non-IP indemnity claims at the deal value or a defined multiple of annual purchases; (b) super-cap (rather than uncapped) on recall claims, with the cap proportional to deal value; (c) cap on third-party IP claims at the deal value or a fixed amount.
Indemnity scope refinements: indemnity for "any product liability claim arising from the Goods" (§8.1(f)) is broader than indemnity for defects in the Goods. Negotiate to limit product liability indemnity to claims arising from defects in supplier's Goods, with carve-out for claims arising from OEM-specified design or OEM's combination/integration choices.

Recommended fallback positions for negotiation:

Liability cap with carve-outs (recall, personal injury, IP indemnity, gross negligence/willful misconduct uncapped or super-capped).
Indemnity scope limited to defects, non-conformance, and supplier's own conduct; OEM-specified design carved out.
Recall liability cap at 3x annual purchase value or a defined dollar amount.
IP indemnity cap at deal value, with carve-out for willful infringement.

§7.1 — 10-year warranty with pass-through to end customers

What the document says: warranty period is the longer of OEM's customer warranty (60 months / 60,000 miles) or 10 years from incorporation. Pass-through to end customers, with supplier responsible for warranty service, replacement, and reimbursement.

Why it's a critical issue: 10 years is at the upper end of automotive warranty exposure. Combined with pass-through obligation to end customers, supplier is on the hook for warranty performance to consumers it has no direct relationship with, for a decade after each component is incorporated into a vehicle. The warranty includes "warranty service, replacement, and reimbursement on the same terms as Buyer's customer warranty" — which means supplier's warranty obligations evolve with OEM's customer-facing warranty (which OEM can change unilaterally for marketing reasons).

Supplier considerations:

Warranty reserve adequacy: supplier must reserve for 10 years of warranty exposure on each year's production. The financial impact on margins is substantial.
Warranty defect rate prediction: supplier should have actuarial data on long-term defect rates for similar components; if data is limited, the warranty reserve must include uncertainty premium.
Sub-tier supplier flow-down: warranty obligations must flow to sub-tier suppliers; sub-tier supplier warranty terms must match or exceed supplier's obligations to OEM.
OEM warranty policy changes: supplier's warranty obligations track OEM's customer warranty. If OEM extends customer warranty (common marketing move), supplier's exposure extends too. Negotiate to fix supplier's warranty period at signing, regardless of OEM's customer-facing changes.

Recommended fallback positions:

Warranty period of OEM's customer warranty period (60/60K) but capped at 60 months from incorporation, not 10 years.
If 10-year obligation accepted, fix warranty terms at signing — OEM customer warranty changes do not flow back to supplier.
Cap on annual warranty obligations as percentage of annual sales (typical: 1-2%); excess covered by mutual cost-sharing or commercial discussion.

§10.1 — 15-year spare parts obligation with OEM-approved pricing

What the document says: after the Program ends, supplier supplies spare parts and service parts for 15 years at then-current prices, with pricing methodology subject to OEM's reasonable approval.

Why it's a critical issue: 15-year spare-parts obligations are in line with automotive industry practice but create a long tail of operational obligation. The "OEM's reasonable approval" of pricing methodology gives OEM continued leverage over supplier's pricing for 15 years post-program, when supplier's tooling may be obsolete, sub-tier suppliers may have exited the market, and unit economics may have shifted dramatically.

Supplier considerations:

Production capacity for low-volume legacy parts: spare-parts production is typically much lower volume than program production. Supplier must maintain or arrange for production capability for 15 years; supplier may need to invest in dedicated low-volume tooling or arrange for transfer to a service-parts supplier.
Pricing methodology negotiation: "OEM's reasonable approval" is a vague standard. Supplier should negotiate explicit pricing methodology — e.g., cost-plus with defined margin, pricing based on benchmark indices, periodic mutual review.
Exit ramp: at year 12 or 13 of the spare-parts obligation, supplier may want to transition the obligation to a third-party service-parts manufacturer. Negotiate the right to do so subject to OEM's reasonable approval of the substitute supplier and pricing.

Recommended fallback positions:

Spare parts obligation 7-10 years rather than 15.
Pricing methodology specified at signing (e.g., cost-plus 25% margin, with cost defined as direct materials + labor + overhead per a defined methodology).
Right to transfer obligation to a qualified third-party service-parts supplier with OEM consent (not unreasonably withheld).
Last-time-buy mechanism for OEM at year 5 of the post-program period to allow OEM to stockpile and reduce supplier's continuing obligation.

§11.1 — Buyer ownership of all tooling regardless of who paid

What the document says: all program-specific tooling is OEM-owned regardless of who paid for the tooling. Supplier holds tooling as bailee.

Why it's a critical issue: for tooling that supplier paid for, this is a transfer of supplier's investment to OEM with no compensation. Common in automotive, but supplier should be paid for the tooling investment. The bailment structure also means OEM can take possession at any time, potentially mid-program, leaving supplier without the tooling necessary to continue production.

Supplier considerations:

Tooling cost recovery: tooling cost should be recovered through pricing. If pricing reflects amortization of tooling cost, ownership transfer at end of amortization is acceptable; if not, this is uncompensated investment transfer.
OEM's right to take possession: the unconditional right to take possession is operationally severe. Supplier needs tooling to produce; if OEM takes possession during the Program (e.g., due to a dispute), supplier cannot fulfill its delivery obligations. Negotiate to limit OEM's possession right to (a) Program end, (b) supplier's material breach uncured, or (c) supplier's insolvency.
Tooling specifications and designs: tooling specifications and designs treated as OEM's confidential information may include supplier's manufacturing know-how. Negotiate to carve out supplier's pre-existing know-how and process knowledge.

Recommended fallback positions:

Tooling ownership transfers to OEM after pricing has fully amortized supplier's tooling investment plus reasonable margin.
OEM possession rights limited to Program end, supplier's material uncured breach, or supplier's insolvency.
Tooling specifications and designs are OEM's confidential information; supplier's pre-existing know-how, process knowledge, and manufacturing methods are supplier's confidential information.

§12.1 — Strict force majeure with no excuse for supply-chain disruption

What the document says: force majeure excludes supply-chain disruptions affecting supplier's tier-1 or tier-2 suppliers, labor disputes, equipment failures, and other operational issues.

Why it's a critical issue: in modern automotive supply chains, the most common disruption events are exactly the ones excluded — tier-1 and tier-2 supplier issues, labor disputes (especially in Michigan and Ohio), equipment failures. A force majeure provision that excludes these is in many cases a force majeure provision that excuses nothing.

Supplier considerations:

Realistic assessment of operational risk: supplier needs to model what could go wrong in the supply chain over the life of the program and assess whether absorption of those risks is commercially viable.
Insurance and contingency planning: supplier needs robust BC/DR plans, redundant sub-tier suppliers, and operational reserves to handle the disruptions that won't be excused.
Negotiation positions: while OEMs typically resist broad force majeure, supplier can negotiate for specific carve-outs — e.g., truly external supply-chain disruptions affecting an entire industry (semiconductor shortage; rare-earth metal sanctions); pandemic-related restrictions imposed by governmental authority; force majeure of supplier's tier-2+ suppliers where supplier has no commercially reasonable mitigation option.

Recommended fallback positions:

Force majeure includes industry-wide supply-chain disruptions (defined as disruptions affecting more than X% of supplier's industry) that supplier cannot reasonably mitigate.
Pandemic / government-action force majeure explicit.
Force majeure of tier-2+ suppliers where mitigation is not commercially feasible (rare materials, specialized components).
Termination right after extended FM (90+ days).

Material issues

§5.2 — Volume commitment limited to 90 days firm forecast

What the document says: rolling 12-month forecast updated monthly; first 90 days firm; remaining 9 months non-binding planning. No minimum volume commitment.

Why it's a material issue: for an automotive supplier with multi-year tooling investment, dedicated production capacity, and sub-tier supply commitments, 90-day firm orders provide minimal commitment. OEM's volume can drop substantially with little supplier protection. Industry-standard for automotive (OEMs typically resist longer firm commitments due to demand uncertainty), but supplier needs to assess whether the deal economics work at lower volumes.

Supplier considerations: quantitative risk analysis of volume sensitivity; supplier's pricing must cover fixed costs at lower volume scenarios; consider negotiating minimum volume thresholds below which supplier has termination/renegotiation rights.

§13.1 — Sub-tier flowdown liability scope

What the document says: supplier responsible for sub-tier supplier compliance with all flowed-down requirements, including indemnity flow-down.

Why it's a material issue: supplier is on the hook for sub-tier supplier failures that supplier may have limited ability to control or detect. Sub-tier supplier financial difficulties, operational failures, regulatory non-compliance — all become supplier's responsibility.

Supplier considerations:

Sub-tier supplier risk management program (financial assessment, operational audits, contractual flow-downs, insurance verification).
Sub-tier supplier insurance verification (especially products liability and recall).
Right of substitution if sub-tier supplier fails (subject to PPAP re-approval).

§14.1 — Audit rights cost allocation

What the document says: supplier pays for audit revealing material non-compliance; otherwise OEM pays. "Material non-compliance" is undefined.

Why it's a material issue: the cost-allocation structure creates incentive for OEM to characterize findings as "material non-compliance" to shift audit costs to supplier. Combined with broad audit rights (PPAP, IATF 16949, cost data, conflict minerals, REACH/RoHS, sub-tier supplier compliance), audits can be operationally and financially substantial.

Supplier considerations: define "material non-compliance" specifically — e.g., findings constituting breach of this Agreement; findings that would result in regulator action; findings exceeding a defined materiality threshold. Cap on audit costs for which supplier is responsible (e.g., capped at the audit's direct costs, not OEM's internal costs).

Tier 4 — Industry-specific provisions

Status: Most automotive industry-specific provisions are present and adequately addressed:

PPAP: §6.1 references PPAP approval and re-PPAP for changes. Adequate.
IATF 16949: §6.1 requires IATF 16949 compliance. Adequate.
Traceability: not shown in excerpts; verify presence (typical automotive MSA includes traceability obligations for lot, serial, date code).
Sub-tier flowdowns: §13.1 covers comprehensively. Material issue noted above.
Conflict minerals: referenced in §13.1 and §14.1 audit rights. Verify specific reporting cadence and scope.
REACH / RoHS: referenced in §14.1 audit rights. Verify specific compliance certifications required.
Country of origin: not shown in excerpts; verify (relevant for USMCA RVC calculations).

Minor issues and observations

[Reviewed in comprehensive mode for completeness.]

§4.1 Annual price reduction commitment of 3%: typical for automotive; supplier should verify this is feasible given product cost trajectory.
§4.4 Material cost adjustments: structure is reasonable (pass-through with audit verification); ensure indices in Schedule C match supplier's actual material exposures.
Confidentiality: not shown in excerpts; verify mutual scope including protection of supplier's manufacturing know-how.
Insurance requirements: not shown in excerpts; verify supplier carries adequate products-liability, recall, and commercial-general-liability coverage with OEM as additional insured.
Governing law: Michigan. Standard for automotive deals; acceptable.
Notice mechanics, integration, severability, etc.: standard provisions; verify present.
Order of precedence between MSA and PO: verify the MSA controls except for order-specific items (quantity, delivery date, PO-specific specifications).

Missing standard protections

No express supplier termination right for material OEM breach uncured (verify in full document; if absent, flag).
No minimum volume commitment (addressed as material issue above).
No specific dispute resolution mechanism beyond Michigan court litigation (consider whether arbitration would be preferred for technical disputes; ADR for engineering disputes is sometimes useful).
No specific provisions on IP rights in joint development (if program involves any joint engineering with OEM, this is a significant gap).

Operational red flags

The five critical issues addressed above are the major operational red flags. Additional flags worth noting:

Audit rights breadth (§14.1): the audit scope (operations, financials, sub-tier compliance, regulatory) is comprehensive. Supplier should verify operational capacity to support OEM audits across this scope without excessive disruption.
Sub-tier risk management: §8.1(e) makes supplier liable for sub-tier supplier negligence, and §13.1 flows OEM requirements to sub-tier. The combined effect is that supplier carries sub-tier risk substantially. Robust sub-tier supplier qualification is operationally essential.
Tooling specifications as OEM confidential information (§11.1): could capture supplier's manufacturing know-how if not carved out.

Conflicts with Order Form

Not applicable — no Order Form provided.

Conflicts with prior agreements

The user provided that a mutual NDA was executed in 2024 for the program development phase. Considerations:

Verify that the NDA covered the design and specification information that flows through the program.
The MSA's confidentiality provisions (not shown in excerpts) should be reviewed for consistency with the prior NDA.
The MSA's integration clause (typical) may extinguish prior NDA protections if MSA confidentiality is narrower.
Consider whether to expressly preserve the NDA's protections or migrate them into the MSA.

Recommended next steps

Sign with the recommended negotiations on the five critical issues, after thorough internal review. This is an industry-standard OEM template; the positions are aggressive but recognizable.
Pre-negotiation internal review across multiple functions:
- Legal: review all critical and material issues; pre-decide fallback positions.
- Finance: model the financial impact of uncapped liability, 10-year warranty, and 15-year spare parts obligation. Validate that insurance coverage is adequate. Build warranty reserves.
- Operations: confirm capability to maintain PPAP, IATF 16949, and sub-tier risk management. Assess operational impact of audit rights.
- Supply chain: assess sub-tier supplier risk; verify insurance flows to sub-tier; confirm BC/DR plans for the supply chain segments at risk under §12.1.
- Engineering: confirm capacity to handle change-control and re-PPAP for the program duration.
- Sales/Strategy: assess whether the program economics support the exposure at the proposed pricing.
Negotiation strategy: OEM template is the negotiation starting point. Approach negotiation as fine-tuning rather than wholesale rejection. Prioritize: (a) liability and indemnity caps where possible; (b) tooling ownership and possession rights; (c) volume commitment / minimum thresholds; (d) audit cost-allocation refinement.
Decline if commercial terms cannot be made viable. This is a significant exposure; supplier should not bid if the deal economics, after accounting for the exposure, do not support the business case. Better to decline than to win the bid and absorb losses over the program's life.
Resolve NDA-MSA relationship. Either preserve the existing NDA's protections via explicit reservation in the MSA's integration clause, or migrate the NDA's protections into the MSA's confidentiality section.

Items requiring human judgment

Strategic value of the program. Major OEM programs are often loss-leaders for entry into the OEM's broader supply base; whether this strategic value justifies the exposure is a business call. The skill cannot assess.
Insurance coverage adequacy. Supplier's insurance program must be assessed against the specific exposure; broker and insurance counsel input required.
Sub-tier supplier capability. Supplier's ability to flow down obligations to sub-tier and manage sub-tier risk is operational; supply chain function input required.
Negotiation latitude. OEMs typically have limited negotiation latitude on standard templates; supplier's ability to negotiate depends on supplier's competitive position, OEM's other supplier options, and the program's strategic importance to OEM. Sales/account team input required.
Annual price reduction commitment (§4.1). 3% annual reduction is industry-standard but may be challenging given material cost trends; financial and engineering review needed.

What this example demonstrates

Comprehensive mode covers Tier 2-4 issues with detail. Quick triage covers Tier 1 only; comprehensive includes confidentiality, sub-tier flow-downs, audit rights, industry-specific provisions, etc. The example shows the additional coverage that comprehensive provides.
Industry-specific overlay does work. Automotive PPAP, IATF 16949, AIAG references, sub-tier flowdowns, traceability — all surfaced through industry_context: automotive. A general-commercial review would have missed industry-specific considerations.
Severity calibration adapted to the document and context. Even though the document is "industry-standard" for OEM templates, the severity calibration recognizes that "industry-standard" doesn't mean "good for supplier" — five critical issues remain critical even though they're typical. The bottom line treats them as "expected but consequential" rather than "shocking departures."
Cross-functional coordination is recommended for supplier-side review. Recommended next steps include legal, finance, operations, supply chain, engineering, and sales review — far broader than buyer-side review, reflecting the more complex internal-stakeholder requirements for a supplier accepting major OEM exposure.
The skill recognizes "decline" as a valid recommendation. Recommended next step #4 explicitly contemplates declining to bid if economics don't support the exposure. The skill is not biased toward "make this deal work."
Items requiring human judgment defers strategic and commercial calls. Insurance adequacy, strategic value, negotiation latitude — these are routed to the user.
Prior agreements integration done usefully. The 2024 NDA is identified as a potential conflict source and resolution paths are suggested.