AMD 2004 Annual Report Download - page 304

termination date either to be supported by FASL or by any other distributor that FASL may choose, regardless of the time periods or other requirements that may
be set forth in Section 2.1 above. Unless termination resulted from a material breach by FASL, then AMD agrees to use Best Efforts to facilitate the transition of
customers to Fujitsu.
20.7Survival. The provisions of Sections 3 (for purposes of fulfilling the terms of Section 20.6.4), 12, 15, 16 (in accordance with its terms), 17, 18, 19,
20.6, 20.7 and Section 21 shall survive any termination of this Agreement.
21. MISCELLANEOUS TERMS
21.1 Relationship of the Parties. In the exercise of their respective rights, and the performance of their respective obligations hereunder, the Parties are,
and will remain independent contractors. Nothing in this Agreement will be construed to constitute the Parties as partners, or principal and agent for any purpose
whatsoever. Neither Party will bind, or attempt to bind, the other Party hereto to any contract or other obligation, and neither Party will represent to any third
party that it is authorized to act on behalf of the other Party to this Agreement.
21.2 Governing Law. This Agreement will be governed by and construed in accordance with the laws of the State of California, United States of America,
as applied to agreements among California residents entered into and wholly to be performed within the State of California (without reference to any choice or
conflicts of laws rules or principles that would require the application of the laws of any other jurisdiction and without regard to the United Nations Convention
on Contracts for the International Sale of Goods).
21.3 Dispute Resolution. Any dispute arising under or relating to this Agreement shall be resolved in accordance with the dispute resolution procedures
set forth in the LLC Operating Agreement, which procedures are incorporated herein and deemed to apply mutatis mutandis to the Parties.
21.4 Language. This Agreement is in the English language only, which language shall be controlling in all respects, and all versions hereof in any other
language shall be for accommodation only and shall not be binding upon the Parties. All communications and notices to be made or given pursuant to this
Agreement shall be in the English language.
21.5 Successors and Assigns. Except as expressly provided herein, the rights and obligations hereunder may not be assigned or delegated by either Party
without the prior written consent of the other Party; provided, however, that AMD shall have the right to assign this Agreement in connection with the sale of
substantially all of its business to which the Products relate. Any purported assignment, sale, transfer, delegation or other disposition of such rights or obligations
by either Party, except as permitted herein, shall be null and void. Subject to the foregoing, this Agreement shall be binding upon and shall inure to the benefit of
the Parties and their respective successors and permitted assigns.
21.6 Entire Agreement; Amendment. This Agreement (including the Schedules and Exhibits hereto) and the other Transaction Documents constitute the
full and entire
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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