AMD 1994 Annual Report Download - page 187

EXHIBIT 10.35
CONFIDENTIAL PORTIONS OF THIS DOCUMENT HAVE BEEN DELETED AND FILED
SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO A
REQUEST FOR CONFIDENTIAL TREATMENT.
COMPAQ COMPUTER CORPORATION/ADVANCED MICRO DEVICES, INC.
AGREEMENT
This Agreement ("Agreement"), effective as of January 1, 1994 (Effective
Date), is made by Compaq Computer Corporation ("Compaq") and Advanced Micro
Devices, Inc. ("AMD"). The terms and conditions contained in this Agreement
shall govern the purchase and sale of Product specified on purchase orders
issued by Compaq. For purposes of this Agreement, Product shall mean any
current or future microprocessors that are Microsoft Windows Compatible and
any Microsoft Windows Compatible follow-ons thereto that AMD either
currently makes available or plans to make available to any of its
customers. Microprocessors that are Microsoft Windows Compatible shall
include AMD's current 80X86 microprocessor family, and/or future derivatives
thereof, including any future derivative microprocessors that are based on a
similar architecture. Product shall not include any of AMD's custom or
customer specific products (Custom Products). Custom Products shall mean
product that: (i) contains significant functional differences from Product
sold by AMD, and (ii) is sold to only one customer.
1. INTENT AND ROAD MAP MEETINGS
A. Compaq intends to enter into a long-term relationship with AMD. As such, AMD
is willing to cooperate with Compaq to further mutual long-term goals by
sharing Product road map and technology directions. During the term of this
Agreement, the parties agree to meet at least on a quarterly basis to review
AMD's Product road map (excluding Custom Products) and technology directions
(Road Map Meeting). The topics discussed shall include Product
specifications, anticipated prices, existing and planned capacity, projected
schedules and availability dates. Compaq shall provide feedback to AMD
regarding those items in AMD's Product road map which may be of interest to
Compaq based on Compaq's product plans. Compaq may disclose to AMD those
products in Compaq's road map which Compaq believes will pertain to AMD's
Products. [CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE
SECURITIES AND EXCHANGE COMMISSION] On an ongoing basis, Compaq may provide
AMD with input on the specifications of AMD's future Products.
Compaq also expects that AMD will cooperate to achieve Compaq's long-term
program goals such as shortening Product lead-times, increasing volume
flexibility, achieving Just-in-Time delivery at all of Compaq's
manufacturing sites, achieving ongoing cost reductions and specific quality
goals, and continuous quality improvement.
B. Unless expressly stated otherwise for a particular Product, this Agreement
is not a requirements contract and does not obligate Compaq to purchase any
minimum quantity of Product but only establishes the terms and conditions
for such purchases if and when they occur.
2. PURCHASE ORDERS
A. Compaq will purchase Products only by issuing purchase orders ("Order or
Orders") to AMD. Orders shall contain such things as quantity, price,
desired delivery date, part number, and revision level. Compaq shall make
commercially reasonable efforts to send written confirmation (except by
mutual agreement) of Orders within one (1) week after issuance. AMD shall
sign and return the acknowledgment copy of the Order within five (5)
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995