AMD 1994 Annual Report Download - page 249

such certificate, document or proceeding and present to TSMC evidence of such
exemption satisfactory to TSMC no later than thirty (30) days prior to shipment.
9. DELIVERY
9.1 Unless otherwise provided herein, title and liability for risk of loss or
damage to the Die and/or Wafers shall pass to AMD upon TSMC's tender of delivery
of such Die and/or Wafers to a carrier which has been approved by AMD for
shipment to AMD and any loss or damage thereafter shall not relieve AMD from any
obligation hereunder. Delivery shall be F.O.B. TSMC Taiwan and shall be made in
installments as agreed to by the parties in Section 3.3. The date of any
receipt issued by the carrier shall be conclusive proof of the date of such
shipment or delivery to AMD.
9.2 Default or delay by TSMC in shipping or delivering the whole or any part or
installment of the Die and/or Wafers under the purchase orders shall not effect
any other portion thereof nor shall it affect any other purchase order between
AMD and TSMC. If any delay in delivery by TSMC of an order or portion thereof,
exceeds sixty (60) days, AMD may cancel the corresponding order or portion
without liability to AMD. Both parties shall have the right to delay or cancel
shipments if either company is under an injunction issued by a court of
competent jurisdiction which prevents such shipments.
9.3 TSMC will deliver Wafers to AMD F.O.B. Taiwan as requested by AMD. Title
and risk of loss will pass upon such delivery of Wafers. TSMC will package all
such Wafers for secure shipment according to good manufacturing practices in
consideration of the method of shipment chosen.
10. INDEMNIFICATION
10.1 AMD will, at its own expense, indemnify and hold TSMC harmless from and
against any expense or loss resulting from any infringement of any patent,
trademark, copyright or mask work right to the extent arising from TSMC making
Die and/or Wafers for AMD in compliance with any of AMD designs, specifications,
process or instructions. AMD will defend at its own expense, any suit or
proceeding brought against TSMC alleging any such infringement or infringement
based on TSMC manufacturing Die and/or Wafers for AMD, provided that TSMC (i)
gives AMD immediate notice of any such suit or proceeding and permits AMD
through counsel of its choice, to defend such suit, and, (ii) gives AMD all
needed information, assistance and authority, at AMD expense, necessary for AMD
to defend any such suit or proceeding.
10.2 Except as provided for in the previous Section; TSMC shall, at its own
expense, indemnify and hold AMD harmless from and against any expense or loss
resulting from infringement of any patent, trademark, copyright or mask work
right to the extent arising from the process used by TSMC to manufacture Die or
Wafers and shall defend at its own expense any suit or proceeding brought
against AMD alleging any such infringement, provided that AMD (i) gives TSMC
immediate notice of any such suit or proceeding and permits TSMC through counsel
of its choice, to defend such suit, and (ii) gives TSMC all needed information,
assistance and authority, at TSMC's expense, necessary for TSMC to defend any
such suit or proceeding. If use or sale of the Die or Wafers is enjoined, TSMC
will, at its expense, procure for AMD the right to continue
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Source: ADVANCED MICRO DEVIC, 10-K, March 07, 1995