Common use of Outsourcing/delegation Clause in Contracts

Outsourcing/delegation. Foundry may engage affiliates or third parties to perform certain ancillary Foundry Services (such as mask-making, wafer probe testing, Wafer transport, product engineering and support), provided, however, that Foundry shall: (a) actively oversee and monitor the provision of such Foundry Services; (b) remain primarily liable to Company for such affiliates (including without limitation TSMC NA) or third parties (including for any breach of this Agreement by such third parties); (c) Foundry agrees to indemnify and hold Company harmless from any failure on the part of any Foundry’s affiliates or such third parties to comply with the terms and conditions of this Agreement; and (d) not engage any affiliate or third party to provide a Foundry Service in which such third party would receive or have access to any Company Confidential Information (or matter from which such information could be derived) unless (i) Company has approved such affiliate or third party in writing, and (ii) such affiliate or third party has agreed in writing to confidentiality obligations with respect to such Confidential Information which are at least as protective as those set forth herein. For the avoidance of doubt, TSMC shall not outsource or delegate to any affiliate or third party the manufacture of Contract Wafers nor shall this section otherwise limit TSMC’s obligation to manufacture Contract Wafer’s solely at the Facilities.

Outsourcing/delegation. Foundry SMIC may engage affiliates its Affiliates or third parties to perform certain ancillary Foundry Services (such as mask-making, wafer probe testing, Wafer transport, product engineering and support), provided, however, that Foundry SMIC shall: (a) actively oversee and monitor the provision of such ancillary Foundry Services; (b) remain primarily liable to Company Spansion for such affiliates (including without limitation TSMC NA) Affiliates or third parties (including for any breach of this Agreement by such third parties); (c) Foundry agrees to indemnify and hold Company Spansion harmless from any failure on the part of any FoundrySMIC’s affiliates Affiliates or such third parties to comply with the terms and conditions of this Agreement; and (d) not engage any affiliate or third party to provide a Foundry Service Services in which such third party would receive or have access to any Company Spansion Confidential Information (or matter from which such information could be derived) unless (i) Company Spansion has approved such affiliate Affiliate or third party in writing, and (ii) such affiliate Affiliate or third party has agreed in writing to confidentiality obligations with respect to such Confidential Information which are at least as protective as those set forth herein. For the avoidance of doubt, TSMC SMIC shall not outsource or delegate to any affiliate Affiliate or third party the manufacture of Contract Wafers without Spansion’s permission nor shall this section otherwise limit TSMCalter SMIC’s obligation to manufacture Contract Wafer’s solely at the Facilities.

Outsourcing/delegation. Foundry may engage affiliates or third parties to perform certain ancillary Foundry Services (such as mask-making, wafer probe testing, Wafer transport, product engineering and support), provided, however, that Foundry shall: (a) actively oversee and monitor the provision of such Foundry Services; (b) remain primarily liable to Confidential Treatment has been requested for portions of this exhibit. The copy filed herewith omits the information subject to the confidentiality request. Omissions are designated as ****. A complete version of the exhibit has been filed separately with the Securities and Exchange Commission. Company for such affiliates (including without limitation TSMC NA) or third parties (including for any breach of this Agreement by such third parties); (c) Foundry agrees to indemnify and hold Company harmless from any failure on the part of any Foundry’s affiliates or such third parties to comply with the terms and conditions of this Agreement; and (d) not engage any affiliate or third party to provide a Foundry Service in which such third party would receive or have access to any Company Confidential Information (or matter from which such information could be derived) unless (i) Company has approved such affiliate or third party in writing, and (ii) such affiliate or third party has agreed in writing to confidentiality obligations with respect to such Confidential Information which are at least as protective as those set forth herein. For the avoidance of doubt, TSMC shall not outsource or delegate to any affiliate or third party the manufacture of Contract Wafers nor shall this section otherwise limit TSMC’s obligation to manufacture Contract Wafer’s solely at the Facilities.