AMD 1998 Annual Report Download - page 109

APPENDIX G: FORM OF CONFIDENTIALITY AGREEMENT ((S)11.3)
- --------------------------------------------------------------------------------
In order to protect certain confidential information which may be disclosed by
the Disclosing Party, with offices at _____ to Recipient, with offices at _____,
Disclosing Party and Recipient agree that:
1. The Disclosing Party representative responsible for disclosing the
confidential information is:
2. The Confidential Information (hereinafter Confidential Information) to be
disclosed under this Agreement is described as:
3. Recipient shall use the Confidential Information only for the purpose of:
evaluation.
4. This Agreement controls only Confidential Information which is disclosed for
a period of three (3) years from the later date shown below.
5. Recipient's duty to protect the Confidential Information under this
Agreement expires _____ from the receipt of information.
6. Recipient shall protect the disclosed Confidential Information by using the
same degree of care, but no less than a reasonable degree of care, to prevent
the unauthorized use, dissemination or publication of the Confidential
Information as the Recipient uses to protect its own confidential information of
a like nature. Recipient shall not disclose any Confidential Information
disclosed hereunder to any third party and shall limit disclosure of information
to only those of its employees with a need to know.
7. Recipient shall have a duty to protect only Confidential Information which
is (a) disclosed by Disclosing Party in writing and is marked as confidential at
the time of disclosure, or which is (b) disclosed by Disclosing Party in any
other manner, is identified as confidential at the time of disclosure and is
also summarized and designated as confidential in a written memorandum delivered
to the Recipient within thirty (30) days of the disclosure.
8. This Agreement imposes no obligation upon Recipient with respect to
Confidential Information which (a) was in the Recipient's possession on or
before the receipt from Disclosing Party; (b) is or becomes a matter of public
knowledge through no fault of the Recipient; (c) is rightfully received by the
Recipient from a third party without a duty of confidentiality; (d) is
independently developed by the Recipient; or (e) is disclosed pursuant to a
valid order of a court or authorized government agency provided that Recipient
has given Disclosing Party an opportunity to defend, limit or protect such
disclosure.
9. All confidential information shall remain the property of Disclosing Party
or (AMD or Motorola), as applicable, and shall be returned, with all copies that
have been made, upon written request of Disclosing Party or (AMD or Motorola),
respectively, with the exception of one copy which may be kept by the Receiving
Party for archival purposes.
10. Disclosing Party warrants that it has the right to make the disclosure of
the Confidential Information contemplated by this Agreement. Recipient does not
acquire any intellectual property rights under this Agreement except the limited
right to the use and copy the Confidential Information set out in paragraph 3
above.
11. Neither party has an obligation under this Agreement to purchase any
service or item from the other party.
12. Neither party has an obligation under this Agreement to offer for sale
products using or incorporating the confidential information.
13. Recipient shall adhere to the US Export Administration Regulations (EAR),
currently found at 15 CFR Parts 730 through 744, and shall not export or re-
export or release the technology, software, or any source code to a national of
a country in Country Groups D:1, E:2 or Syria, or export to country Groups D:1
or E:2 the direct product of such technology, if such foreign produced direct
product is subject to national security controls as identified on the Commerce
Control List (currently found in Supplement 1 to Part 774 of EAR), unless
properly authorized by the US Government. These export requirements shall
survive any termination of this Agreement.
14. The parties do not intend that any agency or partnership relationship be
created between them by this Agreement.
15. All additions or modifications to this Agreement must be made in writing and
must be signed by both parties.
16. In the event of a breach by Recipient of the terms of this Agreement related
to _____ (AMD's or Motorola's) Confidential Information, _____ (AMD or Motorola)
will be a third party beneficiary of any claims Disclosing Party has against
Recipient for such breach.
17. This Agreement is made under and shall be construed according to the laws
of the State of Texas.
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999