AMD 1998 Annual Report Download - page 83

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
agreement on continuation of that development or in
the event the parties are unable to deliver a *****
by ***** in substantial compliance with the program
plan set forth in Exhibit F, then the royalty
provisions of Section 6.6 will apply, and will be
payable by the Acquiring Party.
15. Right to Develop Independently. Nothing in this agreement will impair
either party's right to acquire, use, license, develop, manufacture or
distribute for itself, or have others develop, manufacture or
distribute for it, technology other than the technology being developed
and/or licensed under this agreement.
16. Disclaimer of Consequential, Etc. Damages. IN NO EVENT SHALL EITHER
PARTY BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY SPECIAL,
INDIRECT, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND,
INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS OR DAMAGES TO THE OTHER
PARTY'S BUSINESS REPUTATION HOWEVER CAUSED AND ON ANY THEORY OF
LIABILITY, WHETHER IN AN ACTION FOR CONTRACT, STRICT LIABILITY OR TORT
(INCLUDING NEGLIGENCE) OR OTHERWISE, WHETHER OR NOT THE FIRST PARTY HAS
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE AND NOTWITHSTANDING THE
FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
17. General.
17.1. Relief from Obligations. Neither party will be deemed in
default of this Agreement to the extent that performance of
its obligations or attempts to cure any breach are delayed or
prevented by reason of any act of God, fire, natural disaster,
accident, act of government, shortages of material or supplies
or any other cause beyond the control of such party ("Force
Majeure"), provided that such party gives the other party
written notice thereof promptly and, in any event, within
fifteen (15) days of discovery thereof and uses good faith
efforts to so perform or cure. In the event of such a Force
Majeure, the time for performance or cure will be extended for
a period equal to the duration of the Force Majeure but not in
excess of one hundred eighty (180) days. If the party seeking
to be excused from performance of a Substantial Obligation
cannot recover from the Force Majeure situation and resume
satisfactory performance within one hundred eighty (180) days,
of commencement of the Force Majeure situation, the other
party may at its option, immediately terminate this Agreement.
A Substantial Obligation is defined as a milestone task
essential to the completion of a Project undertaken pursuant
to this Agreement, as set forth in a particular Statement of
Work.
***** 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 41
Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999