AMD 2004 Annual Report Download - page 378

to the Company. Contractor confirms that Contractor is able to transfer all such rights of third parties (including subcontractors) to the Company
and indemnifies and holds harmless from any impact of these rights not having been properly transferred to Company in accordance with this
Agreement.
Contractor agrees to obtain Company’s written approval prior to the inclusion of any third party intellectual property or pre-existing
Contractor intellectual property, including, but not limited to, software and documentation, into any Works executed or product of Works
executed or items furnished by Contractor under this Agreement. Company may decline to give such approval at Company’s sole discretion.
Contractor ensures that Contractor has the right to include such third party intellectual property or pre-existing Contractor intellectual property in
any Works executed and any products of Works executed and any items furnished by Contractor and that Company shall have the right to use
such third party intellectual property or pre-existing Contractor intellectual property in any Works executed or any products of Works executed
and any items furnished by Contractor under this Agreement to the same extent as Company may use such Works executed or product of Works
executed or items furnished by Contractor pursuant to this Agreement.
Contractor ensures that the execution of Works and the transferred exclusive rights to use the Ideas does not infringe any third party proprietary
rights.
In the event Company’s use of the Ideas in accordance with the provisions of this Agreement becomes subject to infringement proceedings
initiated by a third party, Contractor, at Company’s option and in addition to Company’s other rights under the law, shall be obligated,
irrespective of its culpable behaviour, to procure at Contractor’s expense the right for Company to use the Ideas in accordance with the provisions
of this Agreement. Company may set a reasonable period of time for Contractor to provide such remedy and in case Contractor does not procure
the right for Company to use the Ideas within the period set Company shall have the right to procure the right for Company to use the Ideas on
Contractor’s reasonable costs and to deduct the amount necessary for procuring the right for Company to use the Ideas from the remuneration
Contractor is entitled to under this Agreement.
Upon Company’s request, Contractor shall, at Contractor’s reasonable cost, either itself defend or settle or provide any reasonable support for
Company to defend or settle any legal dispute which is brought against Company on account of the alleged infringement of a third party
proprietary right as a consequence of Company’s use of the Ideas in accordance with the provisions of this
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Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2005