Exhibit 10-k-1
***TEXT OMITTED AND FILED SEPARATELY
CONFIDENTIAL TREATMENT REQUESTED
UNDER 17 C.F.R. SECTIONS 200.80(b) (4) AND 240.24b-2
[UMC LOGO]
CAPACITY & RESERVATION DEPOSIT AGREEMENT
This Capacity & Reservation Deposit Agreement (together with its Exhibits, the
"Agreement") is entered into as of March 20th, 2000 ("the Effective Date") by
and between Conexant Systems, Inc., a company incorporated in Delaware
"Conexant"); and UMC Group (USA) for foundry services to be performed by United
Microelectronics Corporation ("UMC").
1. DEFINITIONS
1.1 "Agreement Period" means the time period commencing April 1, 2000
and ending twelve (12) calendar quarters thereafter or upon
termination of this Agreement, whichever comes first.
1.2 "Foundry Products" and/or "Products" means those integrated
circuits designed and/or licensed by Conexant which UMC
manufactures for Conexant under this Agreement.
1.3 "Existing Agreements" means the written agreements, if any,
existing between UMC and Conexant as of the Effective Date.
1.4 "Allocated Production Capacity" means commercial production
capacity in UMC facilities with the agreed upon technology feature
sizes and in quantities designated as 8-inch equivalent wafer outs
during the quarter involved. The specific technology and quantities
for Allocated Production Capacity shall be as stated in the
attached EXHIBIT A (as may be updated in writing by mutual
agreement during the Agreement Period). In the absence of a written
agreement to the contrary, and except for excess capacity provided
pursuant to paragraph 2.2 below, capacity pursuant to this
Agreement shall be generally linear, without abrupt changes from
month to month and with no bunching or clumping of quantities or
orders.
1.5 "Wafers" shall mean Products in wafer form.
2. PRODUCTION OF FOUNDRY PRODUCT
2.1 Subject to the terms of this Agreement and for those months in the
ten calendar quarters starting 2Q '00 and finishing at the end of
3Q '02 (shown in EXHIBIT A), Conexant will have the right of first
refusal for Allocated Production Capacity to be furnished pursuant
to UMC's Standard Terms and Conditions as described in EXHIBIT D,
and subject to the
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Side Letter also attached as EXHIBIT D, in the amounts shown in
EXHIBIT A, provided that Conexant must issue binding purchase
orders four weeks plus the agreed cycle time prior to wafer out and
comply with UMC's forecasting requirements, below. The capacity
commitment outlines in EXHIBIT A is based on Conexant's baseline
processes listed in EXHIBIT A. In the event that Conexant requests
that UMC allocate any portion of the Allocated Production Capacity
to products to be manufactured by a process identical to a baseline
process except for the number of metal layers involved, UMC may, at
UMC's option, if UMC cannot accommodate such requests for capacity
in such nonconforming process without suffering commercially
nontrivial adverse impact, apply the process mix conversion factors
outlined in EXHIBIT A to adjust the Allocated Production Capacity
downwards as to such portion.
2.1.1 Within the first seven calendar days of each month of such ten
quarters, Conexant will provide to UMC by facsimile or other
electronic communication a written rolling delivery forecast of its
wafer outs requirements from UMC's facilities for the next six full
calendar months (each a "Conexant Forecast").
2.1.1.1 Each such Conexant Forecast shall show the quantity of wafer outs
and the specific technology and/or process for the wafers listed.
Conexant shall make good faith efforts to ensure that all such
Conexant Forecasts are reasonable estimates of its anticipated
needs. Subject to this obligation, and except as expressly stated
in this Agreement, all such Conexant Forecasts (and any responses
to them) will be for planning purposes only, and will not create
any obligation to purchase and/or sell.
2.1.1.1.1 Although Conexant shall not be bound to purchase the amounts
described in the Conexant Forecasts:
(a) In the event any quarter's actual usage (based on
properly submitted purchase orders) is less than [***]
of the total Allocated Production Capacity for such
quarter, (i) UMC reserves the right to lower the
allocation for the next two quarters at the same
proportionate rate, and (ii) no such adjustment shall
result in or permit any change in the Deposit amount
described below, and (iii) provided that Conexant has
utilized the entirety of the lowered allocation for
the intervening months as described in (i) of this
paragraph, Conexant's capacity allocation will again
be built back up/increased to its pre-readjusted level
at a rate not-to exceed [***] wafers per quarter until
it reaches the Allocated Production Capacity.
(b) In the event Conexant fails to properly place a
purchase order per section 2.1 above, and if UMC
notifies Conexant of such non-receipt and such
purchase order is not received within 2 business days
of such notification, then UMC will be released from
any and all capacity commitments under this Agreement
for the month involved in the missed order.
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2.2 Notwithstanding anything to the contrary, UMC will have no
obligation under this Agreement to provide foundry services or to
offer capacity beyond that stated in this Agreement to Conexant,
nor shall UMC be liable in any manner for any capacity shortfall,
where any such shortfall is attributable in whole or in part to
UMC's agreeing to place Wafers on hold, cancellations,
rescheduling, or other accommodations made to Conexant by UMC. The
capacity guarantees and other promises made under this Agreement
are personal to Conexant, and are nontransferable and
nonassignable. Conexant may exercise rights under this Agreement
solely for Products, and not for the purpose of offering or
providing foundry capacity to others. Notwithstanding the
foregoing, to the extent that additional capacity becomes available
to UMC (whether through expansion of UMC capacity in excess of
demand or through shortfalls in demand), in appropriate
technologies for Conexant's needs, UMC shall offer Conexant a right
of first refusal as to such capacity. Notification of such
availability, and order placement terms with respect to such
capacity, will be provided as early as is practicable by electronic
mail to an address designated by Conexant specifically for such
purpose, and Conexant shall have five business days from the
transmission of such electronic mail to notify UMC of its binding
acceptance of all or a portion of such additional capacity. If no
such acceptance is received within such time, Conexant's right to
such excess capacity shall terminate. Among the terms provided by
UMC shall be a date certain by which a purchase order must be
submitted to confirm acceptance of such additional capacity.
Utilization of excess capacity provided pursuant to this paragraph
2.2 shall not earn credits nor shall such excess capacity be
considered part of the Allocated Production Capacity provided under
this Agreement for any purposes of this Agreement.
2.3 Products shall be manufactured initially at a wafer fabrication
facility to be mutually agreed upon by the parties. Production may
be relocated, in whole or in part, to, and additional products
started at other UMC facilities by mutual agreement.
2.4 UMC shall perform wafer sort for a minimum of 50% of wafer output
during each calendar month.
2.4.1 UMC may use internal resources or outside contractors, or both, to
perform wafer sort. External contractors may be used, provided they
meet: (a)- UMC's wafer sort subcontractor qualification criteria
and (b)- the same wafer sort quality and performance specifications
that Conexant requires of UMC.
2.4.2 Tester configuration and roadmap shall be as agreed in writing.
2.4.3 Wafer sort price TBD.
2.4.4 UMC's responsibilities for wafer sort shall be subject to Conexant
providing UMC with sufficient technical and engineering resources
and support to enable UMC to, with commercially reasonable efforts,
transfer, debug, and qualify products on the testers specified by
Conexant prior to the commencement of volume production.
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2.5 The parties recognize that there are device layout and electrical
target (collectively, "Device Target") differences between UMC's
standard 0.18um process and Conexant's 0.18um process.
2.5.1 UMC and Conexant will work together to accommodate device layout
and electrical differences necessitated by the differences between
the parties' respective 0.18um processes, including but not limited
to identifying mutually acceptable Device Targets.
2.5.2 In the event UMC and Conexant are unable to agree on mutually
acceptable final Device Targets and other parameters for Conexant's
products to be manufactured by UMC, each party's obligations under
this Agreement shall terminate, provided however that, within ten
days of the end of the first full calendar month following such
termination, any interest or credits earned by Conexant as of such
dates shall be paid; any remaining deposit shall be refunded; all
then-binding purchase orders other than for 0.18um Product shall be
filled and invoices therefor paid; and all remaining Allocated
Production Capacity shall be released.
3. DEPOSIT AND CREDITS
3.1 Within 2 weeks of the Effective Date, Conexant will send a total
sum of [***] ("the Deposit") by wire transfer to an account to be
designated by UMC in writing. UMC shall confirm receipt of such
funds within two banking days of actual receipt ("the Receipt
Date"). As shown in more detail in Exhibit C, the amount of this
Deposit is equal to [***].
3.2 Subject to the terms of this Agreement, in each quarter shown in
Exhibit A, Conexant may receive [***], as a credit, provided that
Conexant will not be entitled to any such credit for quantities
(and/or prices) in excess of that shown on Exhibits A and C for the
quarter involved. In the event that Wafers incorporate additional
metal layers over the base amount indicated in Exhibit A, and if
UMC exercises its option to reduce Conexant's capacity allotment
accordingly, the credits for Wafers incorporating additional metal
layers shall be adjusted to compensate for the resulting reduction
in total number of Wafers. The credits so accrued shall be paid to
Conexant [***]. To the extent that any amounts have accrued but not
been paid at the termination of this Agreement, such accrued
credits shall be tendered within 30 days of such termination. All
amounts paid or credited to Conexant under this paragraph shall be
deducted from the Deposit when they are paid or credited, and the
remaining amounts of the Deposit shall then be the "Remaining
Deposit."
3.3 To the extent that Conexant fails to order the quantities shown in
Exhibit A for any quarter involved, Conexant will be allowed to
receive credits (up to the maximum amount of the Remaining Deposit)
against wafer purchases at the rate of [***]. The maximum
cumulative credit under this Agreement shall be the total amount of
the Deposit, and the maximum cumulative credit under this Agreement
for deliveries during the final two
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quarters of the Agreement Period shall be the Remaining Deposit as
of the end of the final quarter of the profile in Exhibit A. During
each of the final two quarters of the Agreement Period, UMC shall
ensure that capacity is made available to Conexant to accommodate
properly forecast and submitted purchase orders for quantities up
to the lesser of one half of (1) the remaining unused amount of the
Allocated Production Capacity or (2) the amount of Allocated
Production Capacity utilized hereunder during the tenth quarter of
the Agreement Period.
3.4 To the extent that any amount of the Deposit and/or Remaining
Deposit has not been credited against Product delivered prior to
the end of the Agreement Period, all such amounts shall be released
to UMC, and Conexant shall have no rights thereto.
3.5 UMC shall have no obligation to hold the Deposit or Remaining
Deposit (or their proceeds) in trust or in any segregated account,
or otherwise on Conexant's behalf. UMC has no obligation to account
to Conexant for such funds in any manner, and UMC shall not have
any duty with respect to such funds, except as expressly provided
in this Agreement. Notwithstanding the foregoing, on each
anniversary of the Receipt Date, for the term of this Agreement,
UMC will issue a credit memo equal to [***]. If the Deposit is
reduced to zero during the term of this Agreement, a final credit
memo will be issued within 30 days of such event.
3.6 The payments provided for in this Agreement include all applicable
taxes, if any. If any taxes (including without limitation,
withholding taxes) are imposed on payments by UMC to Conexant
hereunder, UMC may either deduct such taxes from payments made to
Conexant, have Conexant directly pay such taxes, or have Conexant
reimburse UMC for taxes paid by UMC. The parties agree to
commercially reasonable efforts to cooperate to reduce the tax
burden on each party.
4. PRICING & TERMS
4.1 The parties agree to the Not-To-Exceed (NTE) pricing (exclusive of
wafer sort charge) in EXHIBIT B.
4.1.1 For all Wafer outs at 0.25um in any given quarter in excess of the
Allocated Production Capacity for such feature size for such
quarter (e.g., as a result of Conexant's ordering additional
quantities pursuant to Section 2.2 above), the price shall be
discounted by [***] per each such additional Wafer.
4.2 All Wafer purchases and services performed under this Agreement
shall be subject to UMC's Standard Terms and Conditions, unless
otherwise agreed in writing.
4.3 Within sixty (60) days of the Effective Date or any mutually agreed
extension thereto ("the Period"), the parties shall enter a foundry
agreement which shall replace UMC's Standard Terms and Conditions
(as modified by Side Letter) as described in Section 2.1 above.
Failure to conclude good faith negotiations of the foundry
agreement within the
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Period shall establish grounds to terminate this Agreement for the
convenience of either party in accordance with Section 5.2 below.
The foundry agreement, if entered, shall be retroactive such that
all Product provided hereunder shall be deemed to have been
provided pursuant to the terms of the foundry agreement. In the
event that the foundry agreement is not entered and neither party
elects to terminate this Agreement for convenience, the Standard
Terms, as modified by the Side Letter, shall continue to apply to
all further orders placed pursuant to this Agreement.
5. TERM AND TERMINATION
5.1 This Agreement shall remain in effect until the end of the
Agreement Period, and may be terminated only as described below.
Notwithstanding any expiration, novation, cancellation or
termination of this Agreement, and notwithstanding anything to the
contrary in the Standard Terms, the nondisclosure agreement
attached as EXHIBIT E hereto shall supersede any other
nondisclosure agreement which may have been previously entered
between the parties hereto, and shall survive and continue in full
force and effect unless and until amended or superseded by an
instrument in writing of concurrent or subsequent date signed by
duly authorized officers of each of the parties.
5.2 Without limiting the foregoing, if any party fails to perform or
violates any material obligation under this Agreement, upon thirty
(30) days' written notice to such defaulting party specifying the
default, including a detailed description of the breach as well as
any available information reasonably useful and/or necessary to
enable a cure (the "Default Notice"), the party affected by such
failure and/or violation may terminate this Agreement as to its
responsibilities and obligations without liability unless:
(a) The breach specified in the Default Notice has been
cured within the thirty (30) day period, or if the
breach is disputed, the amount in dispute is placed in
a reasonably secure third party escrow account with a
nationally recognized escrow agency pending resolution
of the dispute; or
(b) The default reasonably requires more than thirty (30)
days to correct (specifically excluding any failure to
pay money), and the defaulting party begins
substantial corrective action to remedy the default
within such thirty (30) day period and diligently
pursues such action, in which event termination shall
not be effective unless such corrective action is not
completed and the default remedied as of sixty (60)
days from the date the defaulting party received the
Default Notice.
(c) In any event and for the duration of any dispute
hereunder, both parties shall continue to perform
their respective obligations in a timely and
professional manner and shall in good faith continue
to perform such obligations in accordance with the
directions resulting from such dispute resolution.
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6. GENERAL
6.1 This Agreement shall be construed and the legal relations between
the parties shall be determined in accordance with the laws of the
State of California, U.S.A. without regard to its contracts of laws
principles. This Agreement is intended to be fully enforceable
according to its terms, and to be a binding obligation of each
party, and of their respective successors and assigns.
6.2 The terms of this Agreement are confidential and shall not be
disclosed to any third party except:
(a) to any court or governmental body or agency compelling
such disclosure, but only to the extent so compelled;
or
(b) as otherwise may be required by any law and the rules
or regulations promulgated under such law.
6.3 This Agreement and its exhibits comprise the entire and only
agreement between the parties respecting its subject matter and
supersedes and cancels all previous negotiations, agreements,
commitments and writings in respect thereto. This Agreement,
including its exhibits, may not be amended, supplemented, released,
discharged, abandoned, changed or modified in any manner, orally or
otherwise, except by an instrument in writing of concurrent or
subsequent date signed by duly authorized officers of each of the
parties.
7. DISPUTE RESOLUTION
7.1 UMC and Conexant shall cooperate and attempt in good faith to
resolve any and all disputes arising out of and/or relating to any
Agreement and/or Products.
7.2 Any disputes relating to and/or arising out of any Agreement and/or
goods which cannot be so resolved will be decided exclusively by
binding arbitration under procedures which ensure efficient and
speedy resolution. The specific procedures concerning such
arbitrations shall be pursuant to the Rules for International
Arbitrations under the American Arbitration Association. The
arbitration shall be conducted in the English language in Santa
Xxxxx County, California, if brought by Conexant, and in Orange
County, California, if brought by UMC, before a panel of three
neutral, independent arbitrators. Notwithstanding anything to the
contrary:
7.2.1 the arbitrators will have no power to order discovery;
7.2.2 the arbitrators will follow such procedures and enter such orders
and conduct the hearing under conditions which ensure at least the
same degree of confidentiality for each party as provided by
whatever nondisclosure agreement is in effect between the parties
at the time of the arbitration, and which adequately protect the
participants from disclosure of highly
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sensitive information to anyone other than the arbitrators and
lawyers (or comparable legal representatives) and reasonably
necessary expert witnesses and not to persons employed by one or
more of the parties nor to competitors of them, and
7.2.3 the arbitrators shall require pre-hearing exchange of documentary
evidence to be relied upon by each of the respective parties in
their respective cases in chief, and pre-hearing exchange of
briefs, witness lists and summaries of expected testimony.
7.3 The arbitrators will make their decision in writing; and their
decision will be binding upon the Parties and it may be entered by
any court having jurisdiction.
7.4 Notwithstanding anything to the contrary, any party may apply to
any court of competent jurisdiction for interim injunctive relief
with respect to irreparable harm which cannot be avoided and/or
compensated by such arbitration proceedings, without breach of this
Section 7 and without any abridgment of the powers of the
arbitrators.
ACCORDINGLY, each party represents and warrants that the representative signing
on their respective behalf is authorized to enter into this Agreement and to
bind them to its terms.
UMC GROUP (USA) CONEXANT
By: /s/ Xxx Xxxxx By: /s/ Xxxxx Xxxxx
-------------------------------- --------------------------------
Name: Xxx Xxxxx Name: Xxxxx Xxxxx
------------------------------ ------------------------------
Title: President, UMC (USA) Title: SVP, Operations
----------------------------- -----------------------------
Date: March 17, 2000 Date: 3/20/2000
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EXHIBIT A: Allocated Production Capacity
EXHIBIT B: Not-to-Exceed (NTE) Pricing
EXHIBIT C: Nominal Wafer Price & Deposit Profile
EXHIBIT D: UMC's Standard Terms & Conditions and Confidential Side Letter
Agreement
EXHIBIT E: UMC's Standard Reciprocal Non-disclosure Agreement (as modified
exclusively for Conexant)
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EXHIBIT A
(Wafer-Outs per quarter)
ALLOCATED PRODUCTION CAPACITY
[***]
EXHIBIT B
NOT-TO-EXCEED (NTE) PRICING
[***]
EXHIBIT C
NOMINAL WAFER PRICE AND DEPOSIT* PROFILE
[***]
EXHIBIT D
UMC'S STANDARD TERMS & CONDITIONS AND CONFIDENTIAL SIDE LETTER AGREEMENT
(ATTACHED - NEXT PAGE)
[Note: This document has been superceded by the Foundry Agreement dated July 27,
2000 filed as Exhibit 10-k-6 to the Annual Report on Form 10-K for the year
ended September 30, 2002 of Conexant Systems, Inc.]
EXHIBIT E
UMC'S STANDARD RECIPROCAL NON-DISCLOSURE AGREEMENT
(AS MODIFIED EXCLUSIVELY FOR CONEXANT)
Effective Date: December 31, 1998
To protect confidential information, United Microelectronics Corporation ("UMC")
and Conexant Systems, Inc. ("Company") agree:
1. The obligations imposed by this Reciprocal Non-Disclosure Agreement
("Agreement") shall only apply to information designated as "Confidential" at
the time of disclosure ("Confidential Information") as follows:
(a) Confidential Information must be marked or labeled clearly as
"CONFIDENTIAL" or with a similar legend sufficient to notify the receiving party
that it is confidential (unless such information is disclosed orally or by
demonstration or is otherwise strictly impossible to xxxx);
(b) Confidential Information that is impossible to xxxx must be clearly
identified as confidential at the time of disclosure, and summarized in
reasonable detail and designated as confidential in a writing delivered to the
receiving party within thirty (30) days of first disclosure.
2. Each party agrees that for a period of five (5) years from the first
disclosure pursuant to paragraph 1 above, and notwithstanding this Agreement's
termination, expiration or cancellation, it will not disclose to any third party
any Confidential Information received from the other party except as expressly
agreed upon in writing. No party will use or incorporate any Confidential
Information received from the other party for any purpose whatsoever except
solely for the evaluation and pursuit of amicable and mutually beneficial
business relations between the Company and UMC. Notwithstanding anything to the
contrary, to the extent reasonably appropriate in connection with such purpose,
disclosure of Confidential Information from the Company may be made (1) between
and among UMC and Nippon Foundry, Inc. ("NFI"), on the condition that NFI will
be bound as a party to this Agreement; and (2) as may be appropriate for
communication with the Company, UMC's and NFI's marketing and customer service
offices; and (3) to vendors of mask-making and back-end services requested by
the Company, provided that such vendors enter appropriate written nondisclosure
agreements to protect Confidential Information. Notwithstanding anything to the
contrary, to the extent reasonably appropriate in
connection with such purpose, disclosure of Confidential Information from UMC
and NFI may be shared with Company's affiliates and, upon terms no less
stringent than the terms described herein, with Company's consultants and
independent contractors, on the condition that such affiliates, consultants and
independent contracts will be bound as parties to this Agreement and Company
will be responsible for any breaches of this Agreement by such parties.
3. Each party shall safeguard all things, documents, and work that embody
Confidential Information of the other in areas reasonably restricting access and
preventing unauthorized use and/or disclosure. Each party will exercise at least
the same degree of care as it uses to protect its own proprietary information,
but no less than a reasonable degree of care, to prevent accidental or other
loss of any Confidential Information of the other. In the event of any loss, or
unauthorized disclosure or use of Confidential Information, the party involved
shall immediately notify the other.
4. Each party understands that the other party may currently or in the
future be developing information internally, or receiving information from third
parties that may be similar to the Confidential Information. Accordingly,
nothing in this Agreement will be construed as a representation or inference
that either party will not develop products, or have products developed for it,
or enter into joint ventures, alliances, or licensing arrangements that, without
violation of this Agreement, compete with the products or systems embodying the
Confidential Information. Further, either party shall be free to use for any
purpose the "residuals" resulting from access to or work with such Confidential
Information, provided that such party shall maintain the confidentiality of the
Confidential Information as provided herein. The term "residuals" means
information in intangible form, which may be retained by persons who have had
access to the Confidential Information, including ideas, concepts, know-how or
techniques contained therein. Neither party shall have any obligation to limit
or restrict the assignment of such persons or to pay royalties for any work
resulting from the use of residuals. Notwithstanding the above, no license
rights under any party's intellectual property rights are granted by
implication, estoppel or otherwise by virtue of this paragraph 4. The
obligations of this Agreement shall not apply to Confidential Information which
the receiving party shows is:
(a) already in the possession of the receiving party at or before the time
of disclosure hereunder as reasonably shown by evidence existing at the time of
disclosure; or
(b) publicly known through no wrongful act of the receiving party
(provided that Confidential Information becoming publicly known shall not excuse
a prior breach); or
(c) lawfully received from a third party without obligation of confidence;
or
(d) independently developed by the receiving party or by persons not
having access to the Confidential Information; or
(e) approved for release by written authorization of the disclosing party;
or
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(f) disclosed pursuant to the requirement or demand of a lawful
governmental or judicial authority, but only to the extent required by operation
of law, regulation or court order.
5. Within thirty (30) days of termination or expiration of this Agreement,
or upon written request, the receiving party shall at its option either promptly
return to the disclosing party or certify the destruction of all documents and
other tangible things reflecting Confidential Information of the disclosing
party, together with all copies, extracts, summaries and (except as agreed in
writing) other material derived therefrom.
6. Confidential Information shall remain the property of the disclosing
party. Except for furtherance of the purpose as described in paragraph 2 above,
and except as provided by paragraph 8 below, nothing in this Agreement
(expressly or impliedly) grants any patent, copyright, trademark, mask work,
trade secret or other property right with respect to Confidential Information to
the receiving party. The parties do not intend that any agency, joint venture or
partnership relationship be created between them by this Agreement.
7. Neither party has an obligation under this Agreement to purchase any
item or service from the other or to offer products or processes using or
incorporating Confidential Information. Either party may, without using
Confidential Information of the other, offer products/processes for sale, modify
products/processes, and/or discontinue products/processes. There is no
obligation of confidentiality with respect to any information not designated as
"Confidential" pursuant to this Agreement.
8. Notwithstanding anything to the contrary, nothing in this Agreement
shall limit or restrict either party from using and/or implementing in the
ordinary course of its business any and all processes, recipes, and
manufacturing, fabrication, assembly and test techniques, and related
improvements ("process technology") provided, derived and/or developed in whole
or in part by or on behalf of that party, and neither party shall be limited or
restricted by this Agreement with respect to any such process technology unless
clearly stated to the contrary in a writing signed by an officer of the party
involved identifying the specific information in precise detail.
9. This Agreement, if executed by the Company in the R.O.C., shall be
governed by and construed under the laws of the R.O.C. (and if executed in
Europe, the laws of the Netherlands, and if executed elsewhere, the laws of
California), without regard to conflicts of laws provisions.
10. Each party will advise the other in writing if any Confidential
Information is subject to applicable export control laws, and upon such written
notice, the parties shall not export any such identified information furnished
by the other in violation of such export control laws.
11. There are no understandings, agreements, or representations, express
or implied, regarding the parties' obligations with respect to information
exchanged between them except as
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stated above. This Agreement may not be amended, modified or altered except by a
writing signed by officers of both parties that makes specific reference to this
Agreement and specifically states that it overrides this Agreement.
UMC COMPANY
By: /s/ Xxx Xxxxx By: /s/ Xxxxx Xxxxx
----------------------------------- --------------------------------
Name/Title: Xxx Xxxxx, Pres. UMC (USA) Name/Title: Xxxxx Xxxxx/ SVP, OPS.
--------------------------- ------------------------
Executed in (Country): USA
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