AMD 2004 Annual Report Download - page 303

readable) embodiments of any Confidential Information of the Disclosing Party. For purposes hereof, “Residual Information” means with respect to
Confidential Information, information in non-tangible form which may be incidentally retained in the unaided memory of the Receiving Party’s personnel
having had access to the Confidential Information of the Disclosing Party, and which such personnel cannot identify as Confidential Information of the
Disclosing Party. Such personnel’s memory is “unaided” if the personnel have not intentionally memorized any Confidential Information of the Disclosing
Party.
20.6.2Limitation of Liability. Neither FASL nor AMD shall be liable to the other, because of such termination, for compensation, reimbursement or
damages: (i) for the loss of prospective profits, anticipated sales or goodwill; (ii) on account of any expenditures, investments or commitments made by either; or
(iii) for any other reason whatsoever based upon the result of such termination.
20.6.3Continuing Liability. The termination of this Agreement for any reason shall not release either Party from any liability, obligation or
agreement which has already accrued at the time of termination. Termination of this Agreement for any reason shall not constitute a waiver or release of, or
otherwise be deemed to prejudice or adversely affect, any rights, remedies or claims, whether for damages or otherwise, which a Party may have hereunder, at
law or otherwise, or which may arise out of or in connection with such termination.
20.6.4Outstanding Purchase Order Fulfillment. FASL shall complete all Purchase Orders that have been previously accepted by FASL and not
specifically cancelled upon termination by AMD, and shall accept and fulfill any Purchase Orders issued by AMD for a period of ninety (90) days after
termination of this Agreement, provided that the reason for termination was not a failure by AMD to pay amounts previously due to FASL under this Agreement;
provided, further, that all inventories held by or on behalf of AMD and its Channel Partners shall be depleted by the end of such 90-day period. During such
period, AMD shall have no guaranteed allocation and FASL may freely appoint additional distributors in the AMD Territory and the Joint Territory, and with
respect to Global Accounts, AMD Accounts, AMD Affiliates and AMD PRC Customers, unless otherwise restricted pursuant to the terms of the Fujitsu
Distribution Agreement.
20.6.5Payment Obligation. AMD shall pay for all Products previously delivered by FASL and all Products subsequently delivered by FASL
pursuant to the Purchase Orders referred to in Section 20.6.4.
20.6.6Trademark and Documentation Licenses. All licenses relating to Trademarks and Documentation shall terminate, provided, however, that
AMD shall have the right to continue to use Trademarks and Documentation, in a manner consistent with Section 6, in connection with the sale of Products in
accordance with Section 20.6.4.
20.6.7Transition Accounts. If this Agreement terminates at any time prior to transition of the AMD Transitional Support Customers to Fujitsu
pursuant to Section 2.1, then FASL may elect to transition such AMD Transitional Support Customers effective upon the
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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