Common use of WAFER PRICE Clause in Contracts

WAFER PRICE. (a) The prices for wafers purchased by Customer during the term of this Agreement shall not be more than TSMC's average wafer prices to the optionees (i.e., other customers that are parties to option agreements similar to this Agreement) for the same technology, the same fab and the same period of time, taking into account Customer's total volume across all TSMC fabs. At Customer's request, TSMC shall permit an independent third party mutually agreed upon by the parties to audit such books and records as may be required to verify TSMC's most favored customer pricing obligations in the preceding sentence. Such audits shall be at Customer's expense at any time during the term of this Agreement upon at least one (1) month prior written notice to TSMC. In the event that the wafer prices do not comply with the first sentence, TSMC will make proper price changes for all unfilled orders upon Customer's notice in writing. (b) The parties shall negotiate in good faith each year the wafer prices for the Option Capacity of the following year, and if no agreement is reached by the parties before October of each year for the succeeding calendar year, the parties agree to submit the dispute to the binding arbitration pursuant to Section 13 below, and under such circumstances, neither party shall have the right to terminate this Agreement under Section 7 below.