Presence of Spansion employees and customers at Manufacturing Facilities Sample Clauses

Presence of Spansion employees and customers at Manufacturing Facilities. 3.2.1 Spansion may, with FSL’s prior written consent (which consent shall not be unreasonably conditioned, delayed or withheld), send specified employees to visit the Manufacturing Facilities to inspect the fabrication of Wafers. Such visits shall be conducted during FSL’s normal working hours. While visiting the Manufacturing Facilities, Spansion employees shall at all times fully comply with FSL’s rules and regulations, as well as with all reasonable instructions that may be issued by FSL’s employees or personnel; provided that FSL shall not give work orders or instructions over, or otherwise supervise, Spansion’s employees or their services. Each Party shall, at its own expense, indemnify and hold harmless the other Party and its employees from and against any and all direct loss or damage (including loss or damage to property, personal health or life) caused by the indemnifying Party’s employees during any such visit. 3.2.2 It is understood and agreed that Spansion may be required, under its agreements with its customers for the sale of AM Products incorporating Die produced from Wafers, to allow such customers to inspect the Manufacturing Facilities for quality assurance purposes. FSL agrees to permit such inspections for such purposes (a) for Manufacturing Facilities not under FSL’s control ([*]), subject to FSL’s prior written consent (which consent shall not be unreasonably conditioned, delayed or withheld), and (b) for Manufacturing Facilities under FSL’s control, subject to Spansion providing at least ten (10) Business Days’ prior written notice. Such visits shall be conducted during FSL’s normal working hours. Spansion shall be responsible for supervising any such customer employees and for their conduct while at the Manufacturing Facilities. Without limiting the generality of the foregoing, Spansion’s indemnification obligations pursuant to Section 3.2.1 above shall apply to any such customer employees to the same extent as if they were Spansion employees. 3.2.3 Spansion and FSL may, from time to time, arrange for Spansion employees to work at the Manufacturing Facilities on mutually-agreed terms and conditions. At a minimum, FSL will grant these employees access to the Manufacturing Facilities to the extent necessary for them to perform their duties, as well as access to standard employee facilities. FSL will allow any such Spansion employees to be active participants on problem solving teams with respect to the manufacture of Wafers. Such Spa...
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Related to Presence of Spansion employees and customers at Manufacturing Facilities

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