AMD 2005 Annual Report Download - page 144

amounts billed to Customers for Product. AMD shall have no right to set prices, to take title to inventory, or to receive payment from AMD Customers for such
sales without paying Spansion all amounts received without deduction as commission or other remuneration to AMD. Further, AMD relinquishes any right to
control Product Specifications that it may have had. Spansion is not authorized to transact any other business in the name of AMD or to assume or create any
obligation or responsibility binding upon AMD in any matter whatsoever except as expressly authorized under this Agreement unless Spansion has received prior
specific written consent from AMD. Spansion agrees to use commercially reasonable efforts to perform such sales, marketing and support activities in a manner
substantially consistent with the manner in which such activities were performed by AMD prior to the Effective Date and to assume the risks and liabilities set
forth above. This Agreement does not establish or constitute Spansion as AMD’s representative or agent for any purpose other than the marketing, sales and
customer support of Products in furtherance of AMD’s rights and responsibilities under the Distribution Agreement. Except as expressly set forth above, the
relationship of the parties under this Agreement shall be, and shall at all times remain, one of independent contractors and not that of employer and employee,
franchisor and franchisee or joint venturers.
2. New Customers. Until such time as the Distribution Agreement is terminated or is amended to permit Spansion to sell Products directly, as the case may be,
any new Product customers may be engaged directly by Spansion on AMD’s behalf with AMD’s prior consent. AMD agrees to consent to all such engagements
by Spansion except that any new Product sales agreements with new Product customers must be approved by AMD on a case by case basis and executed by a
duly-authorized representative of AMD. AMD agrees to assign any such agreements to Spansion that are freely assignable by AMD and to request the consent of
the customer to assign such agreements to Spansion where consent by the customer for assignment is required, upon amendment or termination of the
Distribution Agreement, as the case may be.
3. Communication. The Parties shall meet regularly during the transition phase, but not less than once per calendar month, to coordinate sales, marketing and
support activities. Each Party shall designate a senior primary contact person to manage this relationship and to resolve any disputes that may arise. Either Party
can change its primary contact person at any time upon written notice to the other Party.
4. Consideration. The Parties agree that this Agreement is transitional in nature and is intended to accommodate the eventual termination of the Distribution
Agreement. The Parties shall each bear their own costs and expenses incurred in connection with the matters set forth in this Agreement except as may otherwise
be expressly set forth in other agreements between the Parties. In addition, in consideration of Spansion’s agency services under this Agreement, AMD agrees to
waive any payment of any commissions that may be set forth in the Distribution Agreement.
5. Confidentiality. The confidentiality provisions set forth in the Distribution Agreement shall govern the exchange of information under this Agreement.
6. Term; Termination. This Agreement shall be effective as of the Effective Date and continue in effect until the transition of AMD Product customers and
distribution responsibilities has been completed in accordance with a transition plan to be adopted by the Parties as part of
Source: ADVANCED MICRO DEVIC, 10-K, February 27, 2006