AMD 1994 Annual Report Download - page 215

3.5 AMD will provide to DIGITAL such test programs and patterns, as shall be
agreed upon by the parties are needed by DIGITAL to produce DEVICES, and as
shall be listed in Exhibit B as part of the TECHNOLOGY PACKAGE.
3.6 While an employee of one party is on the premises of the other party in
order to perform its obligations under this Agreement, such employee shall obey
all reasonable personnel, safety and security policies and procedures of the
other party. Each party hereby indemnifies and holds harmless the other party
for any loss, damage or other award, arising from any suit, claim or cause of
action resulting from any injury or harm, including loss of life, to such
employee of the other party, other than that resulting from the gross negligence
or willful or wanton act of any employee, officer, director, agent or other
representative of the other party.
SECTION 4 - DEVICE QUALIFICATION
4.1 DIGITAL and AMD will agree upon a qualification plan for each DEVICE to be
manufactured pursuant to this Agreement, and incorporated in Exhibit B, clearly
specifying which party will be responsible for each part of the qualification
plan. Such plan will be shown in Exhibit B and will address both QUALIFIED
PROCESS(ES) and PRODUCT QUALIFICATION.
4.2 Qualification tests shall be performed in accordance with the
qualification specifications as mutually agreed upon by the parties and as set
forth in Exhibit C. AMD will notify DIGITAL in writing of such QUALIFIED
PROCESS(ES) and PRODUCT QUALIFICATION or failure of such for each specific
DEVICE. In case of failure of qualification, AMD shall notify DIGITAL in writing
specifying the reasons for the failure of qualification of the specific DEVICE,
and both parties shall faithfully cooperate in order to resolve problems causing
the failure of qualification. AMD shall pay for one initial MASK WORKS and any
sets required due to changes required by AMD. Any other MASK WORKS will be paid
for by DIGITAL.
4.3 Upon acceptance by AMD of a DEVICE PROTOTYPE, DIGITAL shall run, upon
request by AMD, a mutually agreed upon number of qualification engineering LOTS
using the same reticle set as the accepted PROTOTYPE at a fee of [CONFIDENTIAL
INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND EXCHANGE
COMMISSION] per LOT. Any qualification engineering LOTS using reticle sets
incorporating any design modifications will also be run at a fee of
[CONFIDENTIAL INFORMATION OMITTED AND FILED SEPARATELY WITH THE SECURITIES AND
EXCHANGE COMMISSION] per LOT.
4.4 Prior to PRODUCT QUALIFICATION, AMD may stop production for any or all AMD
DEVICES by providing written notice to DIGITAL. DIGITAL will stop production
following completion of the process steps at which the appropriate WAFERS reside
at the time of written notification. As long as the production is stopped at
AMD's request, through no fault of DIGITAL, AMD will pay DIGITAL for all such
WAFERS started prior to DIGITAL receiving the written notice. Prices for such
work in progress (WIP) WAFERS will be prorated based on the stage of production,
but in no event shall the price exceed the completed price as stated in the
Section covering price. Upon payment, the WIP WAFERS will be delivered to AMD.
The parties will work together to
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995