AMD 1998 Annual Report Download - page 84

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
17.2. Relationship of Parties. Neither party nor their employees,
consultants, contractors or agents are agents, employees or
joint venturers of the other party, nor do they have any
authority whatsoever to bind the other party by contract or
otherwise. They will not represent to the contrary, either
expressly, implicitly, by appearance or otherwise.
17.2.1. Personnel. When present on the site of the other party,
employees of either party shall comply with all the rules
applicable to contractor personnel resident at or visiting
the premises of the party controlling the premises. Each
party shall provide to the other a set of documents
setting forth all such rules applicable to the contractor
personnel resident at or visiting their facilities. Any
waiver of this obligation must be agreed upon by both
parties and must be in writing. Each party must sign an
appropriate written resident contractor agreement, make
employees aware of the requirement, and ensure compliance.
17.2.2. Employee Selection. Each party shall be responsible for
the selection and screening of its employees who will be
assigned to work on any Project under this Agreement. Each
party shall be responsible for the acts of its employees,
and agrees to indemnify, defend, and hold the other party,
its officers, agents, and employees, harmless from and
against any and all claims, costs, attorney fees, fines,
or similar expenses of whatsoever kind or character,
including specifically, but not limited to, those
resulting from injury or death to persons or damage to
property, to the extent due to any fault or negligence of
the indemnifying party and/or any officer, employee, or
agent acting on the indemnifying party's behalf.
17.2.3. Solicitation of Employees. To the extent permitted by law,
during the term of this Agreement each party agrees
neither to solicit directly for employment purposes the
employees of the other party performing services under
this Agreement, nor knowingly to solicit such employees
via solicitations calling for knowledge and experience
predominantly weighted to Projects under this Agreement
(although this shall not forbid indirect solicitations for
employees having the general knowledge necessary for such
Projects). Neither party shall make any payment or gift of
any value to any employee of the other party without the
employing party's prior concurrence. Neither party shall
make any representation that might cause an employee
assigned by one party
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999