AMD 2004 Annual Report Download - page 216

7.18 Inspections and Proceedings
In the event that (a) any of the Company’s (or any other Company Entities’) plants are subject to inspection by any Governmental Authority, (b) any
material action, suit, claim, hearing, arbitration, proceeding (public or private), audit or investigation is brought by or against any Company Entity, (c) there is a
recall of any of the Company’s products, or (d) the Company receives any default or demand notice relating to any material debt obligation of the Company or
under any other material contract of the Company, the Company shall provide prompt written notice of any such events to each of the Members.
7.19 Confidential Information
7.19.1Obligations. The parties acknowledge and agree that all proprietary or nonpublic information disclosed by one party (the “Disclosing Party”)
to another party (the “Receiving Party”) in connection with the Transaction Documents (as defined in the Contribution Agreement), directly or indirectly, which
information is (a) marked as “proprietary” or “confidential” or, if disclosed orally, is designated as confidential or proprietary at the time of disclosure and
reduced in writing or other tangible (including electronic) form that includes a prominent confidentiality notice and delivered to the Receiving Party within thirty
(30) days of disclosure, or (b) provided under circumstances reasonably indicating that it constitutes confidential and proprietary information, constitutes the
confidential and proprietary information of the Disclosing Party (“Confidential Information”). The Receiving Party may disclose Confidential Information only
to those employees who have a need to know such Confidential Information and who are bound to retain the confidentiality thereof under provisions (including
provisions relating to nonuse and nondisclosure) no less restrictive than those required by the Receiving Party for its own confidential information. The
Receiving Party shall, and shall cause its employees to, retain in confidence and not disclose to any third party (including any of its sub-contractors) any
Confidential Information without the Disclosing Party’s express prior written consent, and the Receiving Party shall not use such Confidential Information except
to exercise the rights and perform its obligations under this Agreement. Without limiting the foregoing, the Receiving Party shall use at least the same procedures
and degree of care which it uses to protect its own confidential information of like importance, and in no event less than reasonable care. The Receiving Party
shall be fully responsible for compliance by its employees with the foregoing, and any act or omission of an employee of the Receiving Party shall constitute an
act or omission of the Receiving Party. The confidentiality obligations set forth in this Section 7.19.1 shall survive any dissolution of the Company and/or
termination of this Agreement.
7.19.2Exceptions. Notwithstanding the foregoing, Confidential Information will not include information that: (a) was already known by the
Receiving Party, other than under an obligation of confidentiality to the Disclosing Party or any third party, at the time of disclosure hereunder, as evidenced by
the Receiving Party’s tangible (including written or electronic) records in existence at such time; (b) was generally available to the public or otherwise part of the
public domain at the time of its disclosure to the Receiving Party hereunder; (c) became generally available to the public or otherwise part of the public domain
after its disclosure other than through any act or omission of the Receiving Party in breach of this Agreement; (d) was
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Confidential treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request.
Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005