AMD 2004 Annual Report Download - page 321

SCHEDULE 5.3.1
CHANNEL PARTNER TERMS AND CONDITIONS
AMD Rules imposed on its Sub-distributors:
1. General Obligations
A sub-distributor must: (1) aggressively promote sales; (2) obtain **** from ****; (3) maintain a minimum level of inventory; (4) keep AMD informed of
trends and competitive conditions; (5) exercise reasonable best efforts to participate in training; and (6) promptly inform customer of product changes, recalls,
problems.
2. Altering Products
The sub-distributor may not alter any Products or Product markings, but may program field programmable products consistent with FASL specifications.
The sub-distributor will indemnify AMD with respect to claims arising from such programming.
3. Keeping Records
The sub-distributor must keep complete and accurate records of all Products sales and provide detailed information to AMD and FASL.
4. Promotional Programs
The sub-distributor agrees to cooperate with AMD in sales and marketing promotional programs from time to time and **** in costs and expenses. The
sub-distributor also agrees to create and maintain adequately informative advertising and merchandising programs consistent with FASL specifications.
5. Pricing/Tax and Policies
Prices paid by the sub-distributor follow the Sub-distributor Pricing Supplement, net all taxes. In lieu of tax, the sub-distributor may provide AMD tax
exemption certificates issued by AMD from time to time. The sub-distributor must also observe the policies stated in the Pricing Supplement.
6. Title/Risk of Loss
Title, risk of loss and right of possession passes to sub-distributor upon ****. For product returned by sub-distributor, title, risk of loss and right of
possession ****.
1
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 this exhibit has been filed separately with the Securities and Exchange Commission.
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005