AMD 2006 Annual Report Download - page 190

purpose be considered employees or agents of any other Party. Each Party shall be responsible for the supervision, direction and control, payment of salary
(including withholding of taxes), travel and living expenses (if any), worker’s compensation insurance, disability benefits and the like of its own
Representatives. In addition, each Party may reassign any of its Representatives as such Party deems necessary, subject to Section 4.3, above.
4.10 If any Party should become aware of the existence of any hazardous conditions, property, or equipment which are under the control of another Party it
shall so advise the other Party; however, it shall remain that Party’s responsibility to take all necessary precautions against injury to persons or damage to
property from such hazards, property, or equipment until corrected by the other Party. Each Party agrees to comply with the Occupational Safety and
Health Act (“OSHA”), applicable OSHA standards, applicable New York safety and health laws and regulations, any applicable municipal ordinances, and
applicable facility safety rules of which the Party has notice, regarding the Representatives it assigns to the Process Development Project(s).
4.11 The Parties agree that the Parties and any Subsidiaries shall refrain from making any payment or gift of any value to any Representatives of any other
Party assigned to the Development Facilities without the employing Party’s prior written approval. No Party (or any of its Subsidiaries) may make any
representation that might cause a Representative of another Party to believe that an employment relationship exists between such Representative and the
other Party.
4.12 Each Party assumes no liability to the other Parties for any injury (including death) to persons or damage to or loss of property suffered on or about the
Development Facilities unless caused by the gross misconduct or gross negligence of such Party, its Representatives or invitees.
4.13 To the extent permitted by law, during the term of this Agreement, each Party agrees neither to directly or indirectly solicit for employment purposes the
Representatives of any other Party engaged in semiconductor development in IBM’s East Fishkill or Yorktown Research facilities or AMD’s Sunnyvale,
Austin or Dresden facilities or other Representatives working on the Process Development Projects until at least one (1) year has passed between the date
such employee stopped being engaged in semiconductor development, and the date of solicitation, without the prior written permission of such other Party.
However, the foregoing does not preclude general (i.e., non-targeted) recruitment advertising. In addition, to the extent permitted by law, during the term
of this Agreement, each Party agrees that its units, divisions, line of business or other comparable organizational structures, involved in the development of
semiconductor process technologies shall not hire Representatives of any other Party engaged in the Process Development Projects, without the prior
written permission of such other Party.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 22 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007