AMD 1996 Annual Report Download - page 151

ARTICLE 32
PATENTS AND CONFIDENTIALITY
32.1 CONTRACTOR'S RESPONSIBILITY. Subject to the provisions of Section
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32.2, CONTRACTOR shall pay all royalties and license fees, and shall indemnify,
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save harmless and defend COMPANY from and against any action or suit which may
be brought against COMPANY at any time for infringement of any patent or patents
or for wrongful use of proprietary information of any third party allegedly
relating to or arising from the Facility or any element or combination of
elements thereof, furnished hereunder by CONTRACTOR, its subcontractors or
vendors, or to the use of the Facility or any element or combination of elements
thereof, or to the performance of any work hereunder; provided, however, that
COMPANY promptly notifies CONTRACTOR in writing of the institution of such
action or suit and permits CONTRACTOR to control its defense. CONTRACTOR shall
pay all costs and expenses of any such action or suit, including compensation
and expenses of experts and counsel of its choice and selection, and CONTRACTOR
shall also pay and save COMPANY free and harmless from any damages or other sums
awarded or assessed in any such action or suit. COMPANY may be represented by
counsel of its own selection at its own expense, and agrees to cooperate fully
in the defense of any such action or suit and to furnish all the evidence in its
control.
32.2 DESIGN PROCESS. CONTRACTOR does not assume any obligation hereunder with
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respect to infringement of any patent arising solely from CONTRACTOR'S adherence
to COMPANY'S written instructions or directions which involve the use of
elements or combinations of elements. COMPANY shall indemnify, defend and hold
harmless from and against any action or suit which may be brought against
CONTRACTOR at any time for infringement of any patent or patents of any third
party allegedly relating to or arising from any element or combination of
elements which COMPANY directed CONTRACTOR to use; provided, however, that
CONTRACTOR promptly notifies COMPANY in writing of the institution of such
action or suit and permits COMPANY to control its defense. COMPANY shall pay
all costs and expenses of any such action or suit, including compensation and
expenses of experts and counsel of its choice and selection, and COMPANY shall
also pay and save CONTRACTOR free and harmless from any damages or other sums
awarded or assessed in any such action or suit. CONTRACTOR may be represented
by counsel of its own selection at its own expense, and agrees to cooperate
fully in the defense of any such action or suit and to furnish all the evidence
in its control. COMPANY'S acceptance of CONTRACTOR'S designs shall not be
considered COMPANY'S written instructions or directions under this Section.
32.3 REPLACEMENT OF INFRINGING ITEM. With respect to claims within Section
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32.1, CONTRACTOR shall, at its expense, (i) replace any infringing
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item with a non-infringing item, (ii) modify such infringing item to make it
non-infringing, provided that any such replacement or modification is of equal
performance and quality to the original and that it shall not unreasonably
interfere with COMPANY'S use of the Facility, or (iii) by license or other
release from claim of infringement procure for COMPANY'S benefit the right to
use such item.
32.4 CONFIDENTIALITY. In connection with work performed pursuant to this
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Contract, CONTRACTOR and COMPANY may receive confidential, Proprietary
Information (defined in Section 32.4.1 below) used in each other's operations.
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The parties shall, and shall cause their subcontractors and vendors, and their
respective agents, employees, principals, representatives and officers, to (i)
not use, directly or indirectly, and maintain in strictest confidence all such
information received directly or indirectly from the other party, (ii) not
disclose such information to any third party without the disclosing party's
prior written consent, and (iii) use such information only for design, material
procurement, construction, alteration, maintenance, repair and
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997