AMD 1996 Annual Report Download - page 152

operation of COMPANY processes or equipment as required under this Contract.
Each party shall, and shall cause its subcontractors and vendors to, restrict
access to such information to those of their respective employees who have a
reasonable need for such information in carrying out their respective duties on
behalf of CONTRACTOR pursuant to this Contract and who have agreed to maintain
such information in confidence. All persons issued CONTRACTOR badges shall
execute confidentiality agreements in form satisfactory to COMPANY.
32.4.1 PROPRIETARY INFORMATION. As used herein "PROPRIETARY
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INFORMATION" refers to all information relating to processes, operations, plans,
products, know-how, equipment or trade secrets or other technical data, policies
or agreements, including this Contract, or any other information of a
confidential nature and all documents, instruments, data, reports,
interpretations, statements, projections, forecasts and other information
(including the Fab 30 Preliminary Design and all Contract Documents) concerning
COMPANY or any company owning, owned by or under common ownership with COMPANY
(an "AFFILIATE"), or concerning CONTRACTOR or any subcontractor or vendor,
whether furnished before or after the date hereof, and regardless of whether
such information is furnished in writing, electronically, orally or in some
other manner, and whether furnished by COMPANY, or its Affiliates or CONTRACTOR
or any subcontractor or vendor, or their respective directors, officers,
employees, representatives, contractors, subcontractors, vendors, managers,
agents, controlling persons, engineers, attorneys, accountants and consultants
(such directors, officers, employees, representatives, contractors,
subcontractors, vendors, managers, agents, controlling persons, engineers,
attorneys, accountants and consultants being referred to herein, collectively,
with respect to any person as such person's "ADVISORS") which contain or
otherwise reflect such information. Notwithstanding the foregoing, Proprietary
Information does not include information which (a) is or becomes generally
available to the public other than as the result of disclosure by COMPANY or its
Affiliates or CONTRACTOR or any subcontractor or vendor, or their respective
Advisors, or (b) was available on a non-conditional basis prior to its
disclosure by COMPANY or its Affiliates or CONTRACTOR or any subcontractor or
vendor, or their respective Advisors.
32.4.2 HOLD IN CONFIDENCE. Both COMPANY and CONTRACTOR shall, and
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shall cause their Advisors and all subcontractors and vendors and their
respective Affiliates and Advisors to, hold and treat all Proprietary
Information in confidence and not disclose or reveal to any person (except for
those Advisors employed by CONTRACTOR or COMPANY who are actively and directly
participating in the Project and have a need to know such Proprietary
Information). Each party shall cause such persons to observe the terms of
this Agreement, and will take appropriate action to ensure that it and its
Advisors will act in accordance herewith and will not use Proprietary
Information for any purpose other than for the Project. Each party shall take
all steps which may be necessary or appropriate in order that its officers,
agents and employees and all subcontractors, vendors and consultants are bound
by the provisions of this Article. Appropriate clauses to carry out the purpose
and intent hereof shall be included in all subcontracts, purchase orders and
consulting agreements entered into by CONTRACTOR pursuant to the performance of
this Contract.
32.4.3 ANNOUNCEMENTS. CONTRACTOR shall not make any announcements or
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release any information or photographs concerning this Contract or COMPANY or
the Project to any person, including without limitation any member of the public
or the press or any official body, without COMPANY'S prior written consent.
COMPANY'S Project Manager is designated by COMPANY as responsible for
authorizing any such announcement or release of information. COMPANY may
withhold its consent in its good faith business judgment.
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997