AMD 1998 Annual Report Download - page 87

AMD/Motorola Technology Development and License Agreement
December 3, 1998 - Execution Document
In the event that the parties fail or are unable to
resolve a dispute between them after exhausting the
escalation process set forth above, then either party
may declare that a deadlock exists.
In the event of a deadlock after undertaking the
forgoing steps to resolve the dispute in good faith,
the parties shall attempt to resolve the dispute
through mediation prior to instituting litigation or
other adversary proceeding. Notwithstanding the
previous sentence, no disputes pertaining to the
intellectual property of either party shall be
subject to mediation.
(b) Mediation. A party shall initiate a mediation by
serving written notice on the other party by
facsimile and overnight mail. The parties may select
any mediator mutually agreeable to them. If the
parties cannot agree on a mediator within fifteen
(15) days, they will, within five (5) days thereafter
submit a joint request for mediation to the Austin,
Texas office of the American Arbitration Association
("AAA") and request the AAA to select an appropriate
mediator with experience in resolving financial and
commercial disputes.
The mediation session shall occur within thirty (30)
days of the selection of the mediator unless the
parties mutually agree to extend this time, and shall
be scheduled for not less than one day. Each party
agrees to send a representative with full settlement
authority to the mediation. The mediation shall be in
the English language and shall be conducted
exclusively in Austin, Texas, unless otherwise agreed
by the parties. The parties agree to hold the content
of the mediation in confidence and further agree that
the mediator is disqualified as a litigation witness
for any party to the mediation. The parties further
agree that the mediation shall be considered to be a
form of settlement negotiations, the content of which
shall not be admissible as evidence of liability in
any judicial proceeding. Each party shall bear its
own expenses and an equal share of the expenses of
the mediator and, where applicable, the AAA. The
parties agree that any refusal to mediate under this
section is a breach of contract for which damages may
be recovered in litigation between the parties.
Except as provided in Subsection (e) below, if the
party who ultimately prevails in any litigation
institutes a court action or other adversary
proceeding without first attempting mediation as
required hereby, SUCH PREVAILING PARTY SHALL NOT BE
ENTITLED TO ATTORNEYS' FEES OR COSTS THAT MIGHT
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Source: ADVANCED MICRO DEVIC, 10-K, March 29, 1999