AMD 1996 Annual Report Download - page 99

workmanship and materials as finally installed in the Facility. CONTRACTOR shall
also furnish a complete set of "as built" reproducible tracings on paper and in
electronic media form of all drawings which CONTRACTOR has prepared specifically
for and used on this job. CONTRACTOR shall also furnish to COMPANY all other
plans, specifications, drawings, data sheets, manuals, reports and other
documents required by the Articles 28 and 29 below.
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4.9 COMPANY NOT APPROVING OR WAIVING. Neither COMPANY'S receipt of Design
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Documents or of copies of purchase orders, subcontracts or other documents nor
its failure to comment on provisions thereof shall be construed as an approval
of any such provisions or operate as a waiver of, or in any way modify, any of
CONTRACTOR'S obligations and responsibilities hereunder or thereunder. However,
COMPANY shall respond to all Design Documents within the time periods specified
in Article 5 and to all purchase orders and subcontracts within the time periods
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specified in Section 9.2.1.
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4.10 OPERATING MANUAL. CONTRACTOR shall furnish COMPANY as soon as
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possible (but in any event at least 30 calendar days prior to the System
Performance Test (defined in Section 25.1) for each system within the Facility)
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the material relating to such system required from CONTRACTOR for the operating
manual which COMPANY shall prepare for use in the operation of the Facility -C
said material to be of the kind and in the quantities specified in COMPANY'S
DISTRIBUTION SUMMARY SHEET which shall be part of the Project Procedures Manual.
The drawings for the operating manual shall be made from CAD and text files
furnished by CONTRACTOR. It is understood that CONTRACTOR shall review the
operating manual and either approve it or offer suggestions for improving it.
4.11 OWNERSHIP OF DOCUMENTS. CONTRACTOR hereby transfers to COMPANY and
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any Affiliate (defined in Section 32.4.1) of COMPANY the right to use or modify,
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during or after the term of this agreement and free of charge, all documents,
electronic media and other design items prepared or developed by CONTRACTOR in
connection with or associated with the performance of the Contract, including
but not limited to all Design Documents, plans, specifications, drawings, data
sheets, photos, negatives, film, diskettes, programs, copies, reports,
calculations, summaries, maps, models and samples, in connection with the
Facility or any other facility owned by COMPANY or any Affiliate of COMPANY, for
any purpose, including without limitation, construction, modification or
reconstruction of the Facility or other facilities. COMPANY'S or COMPANY'S
Affiliate's use shall include the right to make copies or reproductions. Any
intellectual property provided by CONTRACTOR, including but not limited to know
how, copyrights, or other legally protectable rights, used or developed by
Contractor in connection with or in the course of the performance of the
Contract shall remain the property of CONTRACTOR and CONTRACTOR may elect to
seek protection for such intellectual property at its discretion. In particular,
CONTRACTOR may use such intellectual property in connection with the
construction of other facilities. To the extent any subcontractor or vendor
shall be preparing or developing documents, electronic media or other design
items referenced in this Section, CONTRACTOR shall use its best efforts to
include in all such subcontracts or purchase orders and consulting agreements
entered into by CONTRACTOR appropriate clauses to ensure COMPANY'S foregoing
rights of use. (For example, but without limiting the foregoing, CONTRACTOR
shall use its best efforts to ensure that all subcontractors and vendors convey
and grant to COMPANY the foregoing rights of use of the documents, electronic
media or other design items developed in connection with or associated with the
performance of the Contract.)
4.12 OBTAINING PERMITS. CONTRACTOR shall apply for, secure and pay for the
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building permit and any other permits, governmental approval of Design
Documents, licenses and inspections by governmental agencies with jurisdiction
over the Project as may be necessary to commence, prosecute and complete the
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997