AMD 2004 Annual Report Download - page 302

the matter. If the breach has not been cured to the reasonable satisfaction of the non-defaulting Party within a reasonable period of time of not less than one
hundred twenty (120) days, and if the Parties are not otherwise able to resolve the matter, then the non-defaulting Party may terminate this Agreement upon
written notice.
20.4 Termination for Reduction in Ownership. In the event that AMD’s Ownership Interest is less than ten percent (10%), FASL shall have the right to
terminate this Agreement immediately by giving ninety (90) days’ written notice of termination to AMD.
20.5 Cross-Termination. Unless otherwise expressly agreed in writing by the Parties, this Agreement shall automatically terminate upon the termination
of the LLC Operating Agreement.
20.6 Effect of Termination.
20.6.1Return of Confidential Information.
(a) AMD shall promptly return to FASL (or destroy, at FASL’s election) all Documentation and FASL Confidential Information then in the
possession or under AMD’s control, and FASL shall promptly return to AMD (or destroy, at AMD’s election) all AMD Confidential Information then in
the possession or under FASL’s control, excluding historical point-of-sale reports and other historical information provided to FASL pursuant to Section
9.1 above. Notwithstanding the foregoing, (i) any AMD historical pricing information may only be retained by FASL for financial reporting and other
similar reporting and audit purposes but may not be supplied to any other distributor, sales representative or the like; (ii) FASL shall not retain any
information provided to AMD or its Affiliates by any of their respective Customers or Channel Partners and marked specifically as Customer confidential
information or Channel Partner confidential information, as applicable, unless such Customers or Channel Partners have agreed in writing to permit FASL
to retain such information; and (iii) FASL may retain any AMD information relating to current proposals, price quotations or commitment, but FASL shall
not supply any such information to any other distributor, sales representative or the like.
(b) Notwithstanding subsection (a) above, the Receiving Party shall not be liable to the Disclosing Party for the inadvertent use of the
Disclosing Party’s Residual Information for the Receiving Party’s own business purposes by the Receiving Party’s personnel who no longer have access to
any tangible (including machine-readable) embodiments of any Confidential Information of the Disclosing Party; provided, however, that the foregoing
shall not release or excuse the Receiving Party from any liability to the Disclosing Party for any disclosure of the Disclosing Party’s Confidential
Information by the Receiving Party to any other persons or Entities, including the Receiving Party’s former personnel, or any use of such Confidential
Information by such other persons or Entities. This subsection (b) shall not be deemed to (A) grant to the Receiving Party a license under any Intellectual
Property Rights (excluding trade secrets) of the Disclosing Party or (B) authorize any use of the tangible (including machine-
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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