AMD 1996 Annual Report Download - page 160

shall indemnify and save COMPANY harmless from all damages or penalties paid by
COMPANY or imposed upon COMPANY resulting from any such violation committed by
CONTRACTOR or its subcontractors, vendors or their respective officers, agents,
representatives or employees in such execution or performance of the work
hereunder.
38.3 CHOICE OF LAW. This Agreement and the Contract (including without
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limitation the enforcement of all rights and duties of the parties arising from
or relating in any way to the subject matter of the Contract) and the
relationship of the parties arising out of the Project and all disputes and
claims, whether in contract, tort, or otherwise regarding the Project, shall be
governed by, interpreted and construed in accordance with the internal laws of
Germany (including the enforcement of all rights and duties of the parties
arising from or relating in any way to the subject matter of this Agreement),
without regard to conflict of laws principles that would cause the law of
another jurisdiction to be applied.
38.4 DISPUTES; ARBITRATION.
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38.4.1 RESOLUTION OF DISPUTES BY ARBITRATION. All disputes between
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CONTRACTOR and COMPANY regarding this Agreement or the Contract (including
without limitation the enforcement of all rights and duties of the parties
arising from or relating in any way to the subject matter of the Contract) or
the relationship of the parties arising out of the Project and all disputes and
claims, whether in contract, tort, or otherwise regarding the Project, shall be
resolved by binding arbitration in accordance with this Section 38.4. Every
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subcontract and purchase order shall obligate the subcontractor and vendor to
consent to their joinder in any such arbitration proceeding between COMPANY and
CONTRACTOR and to resolve all disputes of the nature described in this Section,
including without limitation disputes involving the subcontract or purchase
order, by binding arbitration in accordance with this Section 38.4, and
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CONTRACTOR and COMPANY may intervene as a matter of right therein. Any such
disputes, however, shall not entitle CONTRACTOR to suspend or discontinue work
on the Project.
38.4.2 PLACE OF ARBITRATION. Any arbitration shall be conducted in
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Paris, France. After consultation with the parties, the arbitrators shall
select the time, date and place in Paris, France at which each session of the
arbitration shall take place. The parties and their counsel shall be notified
in writing by the arbitrators of such times, dates and places.
38.4.3 EXCLUSIVE JURISDICTION. The International Chamber of Commerce
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of Paris, France shall have exclusive jurisdiction over all such disputes.
Except as provided herein, the rules and procedures set forth in
the International Chamber of Commerce Rules Of Conciliation And Arbitration
shall govern all such arbitration proceedings.
38.4.4 SELECTION OF ARBITRATORS. All such disputes shall be heard
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and decided by a panel of three arbitrators, one arbitrator to be named by the
party bringing the action, one arbitrator to be named by the party defending
such action and the presiding arbitrator to be named by the two arbitrators
appointed. If the two appointed arbitrators cannot select the third arbitrator
within forty-five (45) calendar days after the later appointment of the two, the
third arbitrator shall be selected by the International Chamber of Commerce in
Paris, France. All arbitrators shall be independent of both CONTRACTOR and
COMPANY. The arbitrators selected by CONTRACTOR and COMPANY shall have at least
fifteen (15) years experience in the area or areas that are the subject matter
of the arbitration. Additionally, the third arbitrator shall have at least
fifteen (15) years experience as an attorney practicing German law and shall
have experience in the practice of American law at least equivalent to an LL.M.
degree. If an arbitrator is unable to perform his task due to death,
resignation or any other reason which renders participation in the proceedings
impossible, he shall be replaced by an arbitrator to be
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Source: ADVANCED MICRO DEVIC, 10-K, March 20, 1997