AMD 2006 Annual Report Download - page 217

EXECUTION VERSION
damages, regardless of whether the claim is for breach of contract, breach of warranty, tort (including negligence), failure of a remedy to accomplish its
purpose or otherwise, even if such Party (or any Subsidiary) has been advised of the possibility of such damages.
17.2 In no event shall either Party’s (or its respective Subsidiaries’) aggregate liability to the other Party for actual direct damages in connection with any claim
or claims relating to this Agreement exceed the amount of *** United States dollars (US ***), regardless of the form of action, provided that this
limitation will not apply to: i) any claim for payment of a sum or sums properly due under this Agreement; ii) breach of confidentiality or license; or iii)
death, personal injury or physical damage to real property or tangible personal property resulting from a Party’s own negligence, or that of its employees,
agents or subcontractors.
17.3 Nothing contained herein shall limit either Party’s right to seek a preliminary injunction, temporary restraining order or any other equitable relief in order
to avoid material harm to its property, rights or other interests. The Parties agree that for breaches of confidentiality or license provisions the Party whose
license grant or confidential information has been breached (“non-breaching Party”) shall suffer irreparable harm and that remedies at law may be
insufficient; therefore, the non-breaching Party may seek any remedy at law or in equity, including but not limited to, preliminary injunction, injunction,
and/or a temporary restraining order, without having to prove either failure of a remedy at law or irreparable harm.
17.4 In no event shall either Party (or its respective Subsidiaries) be liable for any damages claimed by the other Party based on any Third Party claim, except
as specifically set forth in Section 17.2 (iii) above.
SECTION 18 – GENERAL
18.1 Nothing contained in this Agreement shall be construed as conferring any right to use in advertising, publicity or other promotional activities any name,
trade name, trademark or other designation of either Party hereto (including any contraction, abbreviation or simulation of any of the foregoing); and each
Party hereto agrees not to disclose to other than its Subsidiaries the terms and conditions of this Agreement except as may be required by law or
government rule or regulation, without the express written consent of the other Party. Notwithstanding the foregoing, 1) the Parties shall be permitted to
disclose a summary of pertinent Sections of this Agreement that are reasonably necessary for disclosing and/or licensing under this Agreement, and 2)
each Party shall be permitted to disclose pertinent Sections of this Agreement to such Party’s independent accounting firm and outside attorneys; provided,
however, that any such disclosure is under a written agreement containing restrictions of confidentiality at least as stringent as those contained herein.
18.2 This Agreement shall be construed, and the legal relations created herein between the Parties shall be determined exclusively, in accordance with the laws
of the United States
***Confidential Treatment Requested.
Third Amendment and Restatement of “S” Process Development Agreement between AMD and IBM
IBM - AMD Confidential Page 49 of 90
Source: ADVANCED MICRO DEVIC, 10-K, March 01, 2007