Common use of Fujitsu Services Advisor Clause in Contracts

Fujitsu Services Advisor. Fujitsu shall appoint at Fujitsu’s expense an individual (the “Fujitsu Services Advisor”) who will serve as the Fujitsu representative to Spansion regarding the Services. The Fujitsu Services Advisor will serve in an advisory capacity to Spansion only and will not have independent veto rights or other day-to-day decision-making authority over Spansion’s performance of the Services. The Fujitsu Services Advisor will act in the best interests of Spansion, not Fujitsu. Spansion shall make available to the Fujitsu Services Advisor office space and facilities upon the Fujitsu Services Advisor’s reasonable request as and when reasonably required by the Fujitsu Services Advisor to enable the Fujitsu Services Advisor to perform his or her responsibilities hereunder. In the performance of the Fujitsu Services Advisor’s functions, the Fujitsu Services Advisor shall have the right as reasonably necessary to consult with other Fujitsu employees with appropriate expertise in the respective Service areas and provide information regarding the Services to such employees. For purposes of determining the scope of the Fujitsu Services Advisor’s rights and responsibilities hereunder, the term “Services” will be deemed to include any services performed by Spansion pursuant to Special Projects. In the event that Fujitsu’s Aggregate Ownership Interest falls below ten percent (10%) and Fujitsu no longer provides services to Spansion that are similar to the Services, either Spansion or Fujitsu may, but shall not be required to, by written notice to the other and AMD, terminate the role of the Fujitsu Services Advisor, and, upon such termination, the Fujitsu Services Advisor shall have no further rights or obligations hereunder.

Fujitsu Services Advisor. Fujitsu shall appoint at Fujitsu’s expense an individual (the “Fujitsu Services Advisor”) who will serve as the Fujitsu representative to Spansion regarding Spansion’s receipt of the Services. The Fujitsu Services Advisor will serve in an advisory capacity to Spansion only and will not have independent veto rights or other day-to-day decision-making authority over Spansion’s performance receipt, use and oversight of the Services. The Fujitsu Services Advisor will act in the best interests of Spansion, not Fujitsu. Spansion shall make available to the Fujitsu Services Advisor office space and facilities upon the Fujitsu Services Advisor’s reasonable request as and when reasonably required by the Fujitsu Services Advisor to enable the Fujitsu Services Advisor to perform his or her responsibilities hereunder. In the performance of the Fujitsu Services Advisor’s functions, the Fujitsu Services Advisor shall have the right as reasonably necessary to consult with other Fujitsu employees with appropriate expertise in the respective Service areas and provide information regarding the Services to such employees. For purposes of determining the scope of the Fujitsu Services Advisor’s rights and responsibilities hereunder, the term “Services” will be deemed to include any services performed by Spansion AMD pursuant to Special Projects. In the event that Fujitsu’s Aggregate Ownership Interest falls below ten percent (10%) and Fujitsu no longer provides services to Spansion that are similar to the Services, either Spansion or Fujitsu may, but shall not be required to, by written notice to the other and AMD, terminate the role of the Fujitsu Services Advisor, and, upon such termination, the Fujitsu Services Advisor shall have no further rights or obligations hereunder.