AMD 2004 Annual Report Download - page 298

15. WARRANTIES
15.1 FASL Product Warranty. FASL represents and warrants to AMD that the Products shall operate in accordance with the Documentation and other
written specifications therefor, and shall be free from defects in functionality, materials and workmanship, for a period of twelve (12) months from the date that
such Products **** in accordance with Section 3 (the “Warranty Period”).
15.2 Remedies. In the event that AMD notifies FASL during the applicable Warranty Period that any Product does not conform to the warranty provisions
set forth in Section 15.1, FASL shall, at FASL’s option, **** in accordance with the Product return and problem verification procedures **** (b) **** such
**** at **** or (c) provide **** for such defective Product. FASL shall **** in connection with **** defective Products.
15.3 No Warranty Pass Through. AMD shall have the right to independently make Product warranties to Customers and Channel Partners consistent
with the Product warranty made by FASL under this Agreement. AMD hereby indemnifies and holds FASL harmless from and against any liabilities, losses,
damages, costs and expenses, including attorneys’ fees and costs, incurred by FASL resulting from any claims based on or related to any representation or
warranty made by AMD regarding the Products that is inconsistent with the warranty made by FASL hereunder.
15.4 Disclaimer. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH IN THIS AGREEMENT, NEITHER PARTY MAKES (AND EACH PARTY
HEREBY EXPRESSLY DISCLAIMS) ANY REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING
ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT, AND ANY
WARRANTIES THAT MAY ARISE FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE.
16. CONFIDENTIAL INFORMATION
16.1 Obligations. The Parties acknowledge and agree that all proprietary or nonpublic information disclosed by one Party (the “Disclosing Party”) to the
other Party (the “Receiving Party”) in connection with this 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
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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