AMD 1998 Annual Report Download - page 81

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
11.2. It is neither party's intent to use the specific information
disclosed to it under this Agreement in its own product
development, except as expressly authorized or licensed by
this Agreement. However, the employees of either party during
the term of this Agreement may further develop their general
knowledge, skills, and experience in the technical areas to
which the Confidential Information relates. The subsequent use
by such employees of such general knowledge, skills and
experience in the ordinary course of business does not
constitute a breach of this Agreement. Further both parties
recognize that receipt of Confidential Information under this
Agreement shall not create any obligation in any way limiting
or restricting the assignment of employees within either
Party.
11.3. Notwithstanding Section 11.1 above, the parties agree that
certain disclosures of Confidential Information to third
parties including but not limited to *****, and vendors will
be necessary. Each party hereto may make disclosures of the
others' Confidential Information provided that a
confidentiality agreement having terms substantially similar
to those in Appendix G is entered into between the third party
and the disclosing party.
13. Term and Termination.
13.1. Term. This Agreement will commence on the Effective Date and
will continue for a period of seven (7) years unless
terminated earlier in accordance with this Section 13 or
Section 14.
13.2. Termination for Cause by Either Party. Either party will have
the right to terminate this Agreement at any time if:
(a) The other party is in material breach of any
warranty, term, condition or covenant of this
Agreement and fails to cure that breach within sixty
(60) days after receiving notice of that breach and
the other party's intention to terminate;
(b) The other party (i) becomes insolvent; (ii) admits in
writing its insolvency or inability to pay its debts
or perform its obligations as they mature; or (iii)
becomes the subject of any voluntary or involuntary
proceeding in bankruptcy, liquidation, dissolution,
receivership, attachment or composition or general
assignment for the benefit of creditors; provided
that if such condition is assumed involuntarily it
has not been dismissed with prejudice within thirty
(30) days after it begins.
***** Certain information on this page has been omitted and filed separately
with the Securities and Exchange Commission. Confidential treatment has been
requested with respect to the omitted portions.
Page 39
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999