AMD 2004 Annual Report Download - page 301

19.2Exclusions. FASL shall have no liability for any Claim of infringement or liability based on or arising from (i) modification of the Products by AMD
or any third party (unless such modification was specifically authorized or required by FASL and such authorization was delivered by an authorized FASL
employee in the form of a detailed written requirements document listing in detail the specifications for the modification), to the extent the infringement or
liability would have been avoided by use of the unmodified Products; or (ii) the combination or use of the Products furnished hereunder with materials or
technology not furnished by FASL, to the extent such infringement or liability would have been avoided by use of the Products alone.
19.3Alternatives. In the event the Products are held to, or FASL believes are likely to be held to, infringe, violate or misappropriate any Intellectual
Property Right of any third party, FASL shall have the right at its sole option and expense to (i) substitute or modify the Products so that they are non-infringing,
while retaining substantially equivalent features and functionality as set forth in the specifications and documentation; or (ii) obtain for AMD a license to
continue offering the Products; or (iii) if (i) and (ii) are not reasonably practicable as determined by FASL, terminate further sales of the infringing Product.
19.4Limit on Liability. In no event shall FASL’s liability for (i) Claims relating to infringement, violation or misappropriation of third party Intellectual
Property Rights, or (ii) Claims for loss of data exceed the amounts paid to AMD or its Affiliates by their respective Customers or Channel Partners for the
affected Products.
19.5 Sole Obligation. The foregoing FASL indemnities state the sole obligation and exclusive liability of FASL to AMD, and AMD’s sole recourse and
remedy against FASL for any Claim of infringement or misappropriation of an Intellectual Property Right by the Products or for any Claim of product liability
related to the Products.
20. TERM AND TERMINATION
20.1 Term. This Agreement will be effective as of the Effective Date, and will continue in full force and effect indefinitely, unless terminated as set forth
in this Section 20 (“Term”).
20.2 Termination upon Mutual Agreement. The Parties may terminate this Agreement upon mutual written consent at any time.
20.3 Termination for Breach. In the event that either Party materially defaults in the performance of a material obligation under this Agreement, then the
non-defaulting Party may provide written notice to the defaulting Party indicating: (a) the nature and basis of such default with reference to the applicable
provisions of this Agreement; and (b) the non-defaulting Party’s intention to terminate this Agreement. Upon receipt of such notice, the defaulting Party shall use
Best Efforts to cure the alleged breach in a timely manner, and the Parties shall meet to discuss
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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