INFORMATION TRANSFERS. (a) As referenced in Section 7.3 of the Master Terms, the “Confidentiality Period” is from the Effective Date until XXXXXX after the date set forth on Exhibit B (as of the Effective Date) for the applicable Qualification. (b) As referenced in the Master Terms, the “Background Know How Exclusions” for purposes of the Development Project are: i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe Technology, vi) SOI Information, and vii) Chip Designs. (c) In addition to the disclosure rights of a Participating Party pursuant to Section 7 and license rights in Section 8 of the Master Terms, each Participating Party has the following rights to disclose portions of Specific Results and/or Background Know-How, solely for the purpose of exercising its rights under the Agreement: 1. To contractors, suppliers, and consultants (and, for clarity, Subsidiaries of such Participating Party acting in any of the foregoing capacities) as may be reasonably necessary for Participating Party to manufacture Integrated Circuits and Semiconductor Products. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to such contractors, suppliers, and consultants are as follows: XXXXXX 2. To customers (including companies providing design services to such customers), library/IP creators, Electronic Design Automation (“EDA”) vendors, consultants (such consultants including design service providers, integrated circuit designers, and external subcontractors), (and, for clarity, Subsidiaries of a Participating Party acting in any of the foregoing capacities) (collectively, “Customers/Designers”) as may be reasonably necessary to enable the design and sale of Integrated Circuits or Semiconductor Products to such customers by Participating Party. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to some or all Customers/Designers are as follows: IBM CONFIDENTIAL 6 Joint Development Project Agreement REDACTED CONFIDENTIAL TREATMENT REQUESTED The portions of this document marked by “XXXXX” have been omitted and are filed separately with the Securities and Exchange Commission. Final 45nm Bulk-Industry Standard Semiconductor Process Technology This Section 4(c)2 also includes the right to sublicense (as set forth in Section 8.5 of the Master Terms) to EDA vendors and circuit design or library providers where such sublicense is for the benefit of the Participating Party’s foundry business in connection with the manufacture and sale of wafers containing Integrated Circuits, acknowledging that such Third Parties may license for their own benefit the resultant EDA software and/or cores or IP blocks to Customers/Designers. This Section 4(c)2 also includes the right to disclose to a Participating Party’s customers as may be reasonably necessary, solely for the purpose of enabling the Participating Party to develop Derivative Technology for the manufacture of Integrated Circuits or Semiconductor Products solely for such customer and to manufacture Integrated Circuits or Semiconductor Products for such customer. The resultant Derivative Technology may be used by the Participating Party to manufacture Integrated Circuits or Semiconductor Products for future customers, but such future customers will not get any access to any of the Specific Results and/or Background Know-How, except as otherwise set forth in this Section 4. Disclosures pursuant to this Section 4(c) will not be made without a written agreement between the Participating Party and the recipient Third Party. Such written agreements shall be subject to the following: (a) such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 4; and (b) such disclosures shall be subject to confidentiality terms and conditions that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than XXXXXX.
Appears in 1 contract
Samples: Joint Development Project Agreement (Chartered Semiconductor Manufacturing LTD)
INFORMATION TRANSFERS. (a) As referenced in Section 7.3 of the Master Terms, the “Confidentiality Period” is from the Effective Date until XXXXXX XXXXX after the date set forth on Exhibit B (as of the Effective Date) for the applicable Qualification.
(b) As referenced in the Master Terms, the “Background Know How Exclusions” for purposes of the Development Project are: i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe Technology, vi) SOI Information, and vii) Chip Designs.XXXXX
(c) In addition to the disclosure rights of a Participating Party pursuant to Section 7 and license rights in Section 8 of the Master Terms, each Participating Party has the following rights to disclose portions of Specific Results and/or Background Know-How, solely for the purpose of exercising its rights under the Agreement:
1. To contractors, suppliers, and consultants (and, for clarity, Subsidiaries of such Participating Party acting in any of the foregoing capacities) as may be reasonably necessary for Participating Party to manufacture Integrated Circuits and Semiconductor Products. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to such contractors, suppliers, and consultants are as follows: XXXXXXXXXXX IBM CONFIDENTIAL 6 Joint Development Project Agreement REDACTED Confidential Treatment Requested The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission Executable Version XXXXX Bulk-Industry Standard Semiconductor Process Technology
2. To customers (including companies providing design services to such customers), library/IP creators, Electronic Design Automation (“EDA”) vendors, consultants (such consultants including design service providers, integrated circuit designers, and external subcontractors), (and, for clarity, Subsidiaries of a Participating Party acting in any of the foregoing capacities) (collectively, “Customers/Designers”) as may be reasonably necessary to enable the design and sale of Integrated Circuits or Semiconductor Products to such customers by Participating Party. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to some or all Customers/Designers are as follows: IBM CONFIDENTIAL 6 Joint Development Project Agreement REDACTED CONFIDENTIAL TREATMENT REQUESTED The portions of this document marked by “XXXXX” have been omitted and are filed separately with the Securities and Exchange Commission. Final 45nm Bulk-Industry Standard Semiconductor Process Technology XXXXX This Section 4(c)2 also includes the right to sublicense (as set forth in Section 8.5 of the Master Terms) to EDA vendors and circuit design or library providers where such sublicense is for the benefit of the Participating Party’s foundry business in connection with the manufacture and sale of wafers containing Integrated Circuits, acknowledging that such Third Parties may license for their own benefit the resultant EDA software and/or cores or IP blocks to Customers/Designers. This Section 4(c)2 also includes the right to disclose to a Participating Party’s customers as may be reasonably necessary, solely for the purpose of enabling the Participating Party to develop Derivative Technology for the manufacture of Integrated Circuits or Semiconductor Products solely for such customer and to manufacture Integrated Circuits or Semiconductor Products for such customer. The resultant Derivative Technology may be used by the Participating Party to manufacture Integrated Circuits or Semiconductor Products for future customers, but such future customers will not get any access to any of the Specific Results and/or Background Know-How, except as otherwise set forth in this Section 4. Disclosures pursuant to this Section 4(c) will not be made without a written agreement between the Participating Party and the recipient Third Party. Such written agreements shall be subject to the following:
(a) such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 4; and
(b) such disclosures shall be subject to confidentiality terms and conditions that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than XXXXXX.XXXXX. IBM CONFIDENTIAL 7 Joint Development Project Agreement REDACTED Confidential Treatment Requested The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission Executable Version XXXXX Bulk-Industry Standard Semiconductor Process Technology
Appears in 1 contract
Samples: Joint Development Project Agreement (Chartered Semiconductor Manufacturing LTD)
INFORMATION TRANSFERS. (a) As referenced in Section 7.3 of the Master Terms, the “Confidentiality Period” is from the Effective Date until XXXXXX after the date set forth on Exhibit B (as of the Effective Date) for the applicable QualificationXXXXX.
(b) As referenced in the Master Terms, the “Background Know How Exclusions” for purposes of the Development Project are: i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe Technology, vi) SOI Information, and vii) Chip Designs.
(c) In addition to the disclosure rights of a Participating Party pursuant to Section 7 and license rights in Section 8 of the Master Terms, each Participating Party has the following rights to disclose portions of Specific Results and/or Background Know-How, solely for the purpose of exercising its rights under the Agreement:
1. To contractors, suppliers, and consultants (and, for clarity, Subsidiaries of such Participating Party acting in any of the foregoing capacities) as may be reasonably necessary for Participating Party to manufacture Integrated Circuits and Semiconductor Products. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to such contractors, suppliers, and consultants are as follows: XXXXXXIBM CONFIDENTIAL 6 Joint Development Project Agreement Confidential Treatment Requested The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission XXXXX
2. To customers (including companies providing design services to such customers), library/IP creators, Electronic Design Automation (“EDA”) vendors, consultants (such consultants including design service providers, integrated circuit designers, and external subcontractors), (and, for clarity, Subsidiaries of a Participating Party acting in any of the foregoing capacities) (collectively, “Customers/Designers”) as may be reasonably necessary to enable the design and sale of Integrated Circuits or Semiconductor Products to such customers by Participating Party. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to some or all Customers/Designers are as follows: IBM CONFIDENTIAL 6 Joint Development Project Agreement REDACTED CONFIDENTIAL TREATMENT REQUESTED The portions of this document marked by “XXXXX” have been omitted and are filed separately with the Securities and Exchange Commission. Final 45nm Bulk-Industry Standard Semiconductor Process Technology XXXXX This Section 4(c)2 also includes the right to sublicense (as set forth in Section 8.5 of the Master Terms) to EDA vendors and circuit design or library providers where such sublicense is for the benefit of the Participating Party’s foundry business in connection with the manufacture and sale of wafers containing Integrated Circuits, acknowledging that such Third Parties may license for their own benefit the resultant EDA software and/or cores or IP blocks to Customers/Designers. This Section 4(c)2 also includes the right to disclose to a Participating Party’s customers as may be reasonably necessary, solely for the purpose of enabling the Participating Party to develop Derivative Technology for the manufacture of Integrated Circuits or Semiconductor Products solely for such customer and to manufacture Integrated Circuits or Semiconductor Products for such customer. The resultant Derivative Technology may be used by the Participating Party to manufacture Integrated Circuits or Semiconductor Products for future customers, but such future customers will not get any access to any of the Specific Results and/or Background Know-How, except as otherwise set forth in this Section 4. Disclosures pursuant to this Section 4(c) will not be made without a written agreement between the Participating Party and the recipient Third Party. Such written agreements shall be subject to the following:
(a) such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 4; and
(b) such disclosures shall be subject to confidentiality terms and conditions that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than XXXXXX.XXXXX. IBM CONFIDENTIAL 7 Joint Development Project Agreement Confidential Treatment Requested The portions of this document marked by “XXXXX” have been omitted pursuant to a request for confidential treatment and have been filed separately with the Securities and Exchange Commission
Appears in 1 contract
Samples: Joint Development Project Agreement (Chartered Semiconductor Manufacturing LTD)
INFORMATION TRANSFERS. (a) As referenced in Section 7.3 of the Master Terms, the “Confidentiality Period” is from the Effective Date until XXXXXX after the date set forth on Exhibit B (as of the Effective Date) for the applicable Qualification.
(b) As referenced in the Master Terms, the “Background Know How Exclusions” for purposes of the Development Project are: i) Proprietary Tools, ii) Packaging Technology, iii) Mask Fabrication and Photoresist Technology, iv) Memory, v) SiGe Technology, vi) SOI Information, and vii) Chip Designs.
(c) In addition to the disclosure rights of a Participating Party pursuant to Section 7 and license rights in Section 8 of the Master Terms, each Participating Party has the following rights to disclose portions of Specific Results and/or Background Know-How, solely for the purpose of exercising its rights under the Agreement:
1. To contractors, suppliers, and consultants (and, for clarity, Subsidiaries of such Participating Party acting in any of the foregoing capacities) as may be reasonably necessary for Participating Party to manufacture Integrated Circuits and Semiconductor Products. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to such contractors, suppliers, and consultants are as follows: XXXXXX
2. To customers (including companies providing design services to such customers), library/IP creators, Electronic Design Automation (“EDA”) vendors, consultants (such consultants including design service providers, integrated circuit designers, and external subcontractors), (and, for clarity, Subsidiaries of a Participating Party acting in any of the foregoing capacities) (collectively, “Customers/Designers”) as may be reasonably necessary to enable the design and sale of Integrated Circuits or Semiconductor Products to such customers by Participating Party. By way of example and not limitation, examples of the general types of information the Parties agree are “reasonably necessary” for disclosure to some or all Customers/Designers are as follows: IBM CONFIDENTIAL 6 Joint Development Project Agreement REDACTED CONFIDENTIAL TREATMENT REQUESTED The portions of this document marked by “XXXXX” have been omitted and are filed separately with the Securities and Exchange Commission. Final 4532nm Bulk-Industry Standard Semiconductor Process Technology agree are “reasonably necessary” for disclosure to some or all Customers/Designers are as follows: This Section 4(c)2 also includes the right to sublicense (as set forth in Section 8.5 of the Master Terms) to EDA vendors and circuit design or library providers where such sublicense is for the benefit of the Participating Party’s foundry business in connection with the manufacture and sale of wafers containing Integrated Circuits, acknowledging that such Third Parties may license for their own benefit the resultant EDA software and/or cores or IP blocks to Customers/Designers. This Section 4(c)2 also includes the right to disclose to a Participating Party’s customers as may be reasonably necessary, solely for the purpose of enabling the Participating Party to develop Derivative Technology for the manufacture of Integrated Circuits or Semiconductor Products solely for such customer and to manufacture Integrated Circuits or Semiconductor Products for such customer. The resultant Derivative Technology may be used by the Participating Party to manufacture Integrated Circuits or Semiconductor Products for future customers, but such future customers will not get any access to any of the Specific Results and/or Background Know-How, except as otherwise set forth in this Section 4. Disclosures pursuant to this Section 4(c) will not be made without a written agreement between the Participating Party and the recipient Third Party. Such written agreements shall be subject to the following:
(a) such agreements must obligate the recipient to utilize the disclosed information solely for the benefit of the discloser and for no other purpose, and solely in furtherance of the purposes set forth in this Section 4; and
(b) such disclosures shall be subject to confidentiality terms and conditions that are the same or substantially similar to those set forth in this Agreement, and at a minimum must have a confidentiality term that is no shorter than XXXXXX.
Appears in 1 contract
Samples: Joint Development Project Agreement (Chartered Semiconductor Manufacturing LTD)