AMD 1993 Annual Report Download - page 316

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Office of Export Licensing of the BEA, knowingly export or reexport to a
destination outside of the United States General License GTDR technical data or
information of United States origin subject to this Agreement, or the direct
product thereof, or the product of a plant or major component of a plant that
is the direct product thereof, without first providing any applicable export
assurances to the exporting party.
Section 13.5. Arbitration.
(a) Any and all disputes arising under or affecting this
Agreement shall be resolved exclusively by confidential arbitration pursuant to
the rules of the Japan Commercial Arbitration Association in Tokyo, Japan, or
such other location agreed between the parties; provided, however, that the
arbitrators shall be empowered to hold hearings at other locations within or
without Japan. Each of the parties shall designate one arbitrator and the two
arbitrators so designated shall select the third arbitrator. Arbitration
proceedings shall be conducted in English with simultaneous translation into
Japanese. The judgment upon award of the arbitrators shall be final and
binding and may be enforced in any court of competent jurisdiction in the
United States or Japan, and each of the parties hereto unconditionally submits
to the jurisdiction of such court for the purpose of any proceeding seeking
such enforcement. Subject only to the provision of Applicable Law, the
procedure described in this Section 13.5 shall be the exclusive means of
resolving disputes arising under or affecting this Agreement.
(b) All papers, documents or evidence, whether written or oral,
filed with or presented to the panel of arbitrators shall be deemed by the
parties and by the arbitrators to be Confidential Information. No party or
arbitrator shall disclose in whole or in part to any other person any
Confidential Information submitted in connection with the arbitration
proceedings, except to the extent reasonably necessary to assist counsel in the
arbitration or preparation for arbitration of the dispute. Confidential
Information may be disclosed (i) to attorneys, (ii) to parties, and (iii) to
outside experts requested by either party's counsel to furnish technical or
expert services or to give testimony at the arbitration proceedings, subject,
in the case of such experts, to execution of a legally binding written
statement that such expert is fully familiar with the terms of this section,
that such expert agrees to comply with the confidentiality terms of this
section, and that such expert will not use any Confidential Information
disclosed to such expert for personal or business advantage.
Section 13.6. Entire Agreement. This Agreement, the Joint
Venture Agreement, the other Associated Agreements (as defined in the Joint
Venture Agreement), and the attachments and exhibits hereto and thereto, embody
the entire agreement and understanding between the parties with respect to the
subject matter hereof, superseding all previous and contemporaneous
communications, representations, agreements and understandings, whether written
or oral, including without limitation that certain Memorandum of Understanding
between Fujitsu and AMD dated July 13, 1992 and the Nondisclosure Agreements.
Neither party has relied upon any representation or warranty of the other party
except as expressly set forth herein, in the Joint Venture Agreement, and in
the Associated Agreements.
Section 13.7. Modification. This Agreement may not be modified
or amended, in whole or part, except by a writing executed by duly authorized
representatives of both parties.
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1994