AMD 1993 Annual Report Download - page 309

8
Article 8. EXCHANGE OF INFORMATION AND CONFIDENTIALITY.
Section 8.1. During the term of this Agreement, Fujitsu and AMD
shall exchange their Confidential Information relevant to NVMs as necessary
(but only to the extent legally permitted) to enable the parties to cooperate
fully in developing NVMs.
Section 8.2. Except as expressly authorized by the other party
(including without limitation the exercise of the rights granted to a party
under this Agreement, the Technology Cross-License and the Joint Venture
License 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 by others, (ii) 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 the receiving party or others, or (y) merely because it is
expressed in public literature in general terms not specifically in accordance
with the Confidential Information.
Section 8.3. In furtherance, and not in limitation of the
foregoing Section 8.2, 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
Confidential 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
expressly permitted herein. Each party further agrees not to remove or destroy
any proprietary or confidential legends or markings placed upon any
documentation or other materials.
Section 8.4. The foregoing confidentiality obligations shall
also apply to the contents of this Agreement.
Section 8.5. The obligations under this Article 8 shall not
prevent the parties from disclosing the Confidential Information or terms of
this Agreement to any government agency or body as required by law (provided
that the party intending to make such disclosure in such circumstances has
given the other party prompt notice prior to making such disclosure so that the
other party may seek a protective order or other appropriate
7
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994