AMD 1994 Annual Report Download - page 201

25. INDEMNIFICATION
AMD agrees to protect, defend, indemnify and save Compaq harmless from all
sums, costs and expense which Compaq may incur or be obliged to pay as a
result of any and all loss, expense, damage, liability, claims, demands,
either at law or in equity, of every nature whatsoever in favor of any
person, including both AMD's and Compaq's employees, resulting from any
personal injury or death caused by the use of any Product sold to Compaq by
AMD hereunder, but AMD shall be so liable only to the extent required by
applicable law and only where such claims, expenses, damages, or demands are
held by a court of law to be the result of Products provided by AMD
hereunder.
26. CONFIDENTIAL INFORMATION
A. Each party recognizes that it may have previously entered or will in the
future enter into various agreements with the other party which obligates it
to maintain as confidential certain information disclosed to it by the other
party. To the extent that such information or any further confidential
information (collectively referred to hereinafter as "Information") is
disclosed in furtherance of this Agreement or any Order issued hereunder,
such Information shall be so disclosed pursuant to the minimum terms and
conditions listed below; provided, however, such minimum terms and
conditions listed below shall in no way relieve the parties from any
obligation or modify such obligations previously agreed to in such other
agreements. Both parties agree that this Agreement and such other agreements
shall hereafter be considered as coterminous, and shall expire no earlier
than the date of expiration or termination of this Agreement.
B. Information disclosed that is considered in good faith by the disclosing
party as confidential and/or proprietary shall be clearly marked as
"Confidential" or "Proprietary". Information not easily marked, including
information orally disclosed, shall be summarized in writing and designated
confidential by the disclosing party within thirty (30) days of its
disclosure.
C. Both parties agree that the party receiving Information will maintain such
Information in confidence for a period of [CONFIDENTIAL INFORMATION OMITTED
AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE COMMISSION] from the
date of disclosure of such Information.
D. Each party shall protect the other party's Information to the same extent
that it protects it own confidential and proprietary information and shall
take all reasonable precautions to prevent unauthorized disclosure to third
parties.
E. The parties acknowledge that the unauthorized disclosure of such Information
will cause irreparable harm. Accordingly, the parties agree that the injured
party shall have the right to seek immediate injunctive relief enjoining
such unauthorized disclosure.
F. This provision shall not apply to information (1) known to the receiving
party at the time of receipt from the other party, (2) generally known or
available to the public through no act or failure to act by the receiving
party, (3) furnished to third parties by the disclosing party without
restriction or disclosure, (4) furnished to the receiving party by a third
party as a matter of right and without restriction on disclosure, or (5)
that is independently developed by the recipient.
Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995