AMD 1993 Annual Report Download - page 283

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without use of the Confidential Information of the other party(ies), in the
course of development and design work in accordance with the terms of this
Agreement, the ownership and the right to file for a Patent for such
technology shall rest solely with the party(ies) developing such technology.
All Other IPR and Proprietary Information in such technology shall be owned
jointly by the parties, shall be considered Tripartite IPR and shall be
subject to the provisions of this Agreement regarding Tripartite IPR. Pursuant
to the Technology Cross-License and the Joint Development Agreement and
Article 2 of this Agreement, each of Fujitsu, AMD, and JV will grant to the
others a license to the IPR covering any such technology developed
independently by such party and patented by such party in accordance with this
Section 6.2.
Article 7. EXCHANGE OF INFORMATION AND CONFIDENTIALITY.
Section 7.1. During the term of this Agreement, Fujitsu, AMD and
JV shall exchange their Confidential Information relevant to NVMs as necessary
(but only to the extent as legally permitted) to enable the parties to
cooperate fully in developing NVMs.
Section 7.2. Except as expressly authorized among the parties,
(including, without limitation, the exercise of the rights granted to a party
under this Agreement, the Technology Cross-License and the Joint Development
Agreement), each party agrees not to disclose, use or permit the disclosure or
use by others of any Confidential Information, unless and to the extent such
Confidential Information (i) is not marked or designated in writing as
confidential and is provided for a purpose that reasonably contemplates
disclosure to or use any others, (ii) or becomes a matter of public knowledge
through no action or inaction of the party receiving the Confidential
Information, (iii) was in the receiving party's possession before receipt from
the party providing such Confidential Information, (iv) is rightfully received
by the receiving party from a third party without any duty of confidentiality,
(v) is disclosed to a third party by the party providing the Confidential
Information without a duty of confidentiality on the third party, (vi) is
disclosed by the receiving party despite the exercise of the same degree of
care used by the receiving party to safeguard its own similar Confidential
Information, but the receiving party shall take all necessary steps to prevent
any further disclosure, (vii) is disclosed with the prior written approval of
the party providing such Confidential Information or (viii) is independently
developed by the receiving party without any use of the other party's
Confidential Information. Information shall not be deemed to be available to
the general public for the purpose of exclusion (ii) above with respect to each
party (x) merely because it is embraced by more general information in the
prior possession of recipient or others, or (y) merely because it is expressed
in public literature in general terms not specifically in accordance with the
Confidential Information.
Section 7.3. In furtherance, and not in limitation of the
foregoing Section 7.2, each party agrees to do the following with respect to
any such Confidential Information: (i) exercise the same degree of care to
safeguard the confidentiality of, and prevent the unauthorized use of, such
information as that party exercises to safeguard the confidentiality of its own
information, (ii) restrict disclosure of such information to those of its
employees, agents and sublicensees who have a "need to know", and (iii)
instruct and require such employees, agents and sublicensees to maintain the
confidentiality of such information and not to use such information except as
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994