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EXHIBIT 10.15
ASSEMBLY AGREEMENT
This agreement (the "Agreement") is entered into this 17th day of July, 1991, by
and between INTEL CORPORATION (0000 Xxxxxx Xxxxxx, Xxxxx Xxxxx, XX 95051) and
AMKOR ELECTRONICS INCORPORATED (1345 Enterprise Dr., West Chester, PA 19380).
DEFINITIONS OF THE PARTIES:
A. "Intel" will mean Intel Corporation, a Delaware corporation, who is in the
business of manufacturing and marketing large scale integrated circuits.
B. "Amkor" will mean Amkor Electronics Incorporated, a Pennsylvania
corporation who has entered into an independent business arrangement with
Anam Industrial Company Ltd., (Anam), whereby Amkor will act on Anam's
behalf in soliciting and entering into contract assembly arrangements with
Amkor customers to be performed at Anam.
RECITALS:
A. Intel is desirous of entering into a contract assembly arrangement with
Amkor hereto as more specifically identified herein.
B. Amkor is in the business of doing contract assembly work for integrated
circuit manufacturers.
C. The parties hereto desire to set forth below the conditions and covenants
under which such work will be performed.
NOW THEREFORE, in consideration of the mutual covenants herein contained, the
parties agree as follows:
1. TERM
This Agreement will become effective on the date first indicated above and
will continue for a period of one year, and thereafter will be extended
automatically for additional one-year periods until terminated as provided
below.
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2. STATEMENT OF WORK
a. Amkor will assemble and/or process all materials received from Intel
into completed integrated circuits, hereinafter referred to at
"Units," in accordance with Intel's specifications.
b. Intel will supply silicon dice in probed wafer form and certain
assembly materials (as outlined below). hereinafter referred to as
"Kits,"
CERAMIC [*]
CERDIP [*]
CERQUAD [*]
CPGA [*]
PDIP [*]
PLCC [*]
SOIC [*]
QFP [*]
TSOP [*]
DIE INSPECTION [*]
RED INKED DIE [*]
c. In order to enable Amkor to provide the services required by this
Agreement, Intel may loan equipment to Amkor. Amkor agrees to use
such equipment, and any software provided therewith, solely for the
purpose of providing the services required hereunder. Amkor agrees
not to disclose any software to any third party and to use
reasonable efforts to insure all its subcontractors, including Anam,
will comply with the confidentiality provisions of this Agreement.
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Intel retains ownership of and title to such equipment. Amkor will
not modify, lease, sublease, assign, or otherwise transfer or
dispose of the equipment. Amkor will not remove, move, or relocate
the equipment without Intel's prior consent. Amkor will make every
effort to ensure that Intel owned equipment is provided safe storage
and proper care at least equal to that afforded other factory-owned
equipment.
d. Amkor will provide all other parts and supplies necessary for
assembly and processing required by this Agreement.
e. Amkor will assemble kits and return completed Units within the
through-put- time outlined in Exhibit A, attached hereto.
f. All materials furnished by Intel will be held by Amkor for the
benefit of Intel. Ownership of such materials will remain with
Intel. Amkor will furnish a [*] report of all Inventories of
such materials. Intel may at any time, upon [*] notice to
Amkor, inventory all such materials in the possession of Amkor.
g. Amkor will provide Intel with a [*] report of its production
schedule, work-in-process inventory, shipments, and any and all
engineering and quality data required for yield loss analysis.
3. PRICE
a. [*]
b. [*]
c. [*]
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[*]
4. QUALITY ASSURANCE
a. Amkor Obligations
Amkor will assemble all Units in accordance with Intel
specifications. Any Units not meeting said quality specifications
will be returned to Intel as scrap. Amkor will adhere to Intel's
specifications with respect to piece part control, security,
traceability, and accountability. Amkor hereby acknowledges and
agrees it is responsible to Intel for the return of all Kits
delivered to Amkor by Intel. Kits will be reconciled each month with
any variances finalized within [*] following month end. Intel die
count variances at die prep will not be considered to be a negative
variance. The Kits returned may be either completed Units or
rejects. Because it is difficult or impossible to assess actual
damages, the parties agree that a liquidated damage will be
assessed. Any Kits which Amkor cannot return to Intel as Units or
rejects in any form for any reason whatsoever will subject Amkor to
a liquidated damage of [*] per nonreturned Kits in excess of [*].
The parties further agree that this sum is reasonable and is not
assessed as a penalty. Amkor agrees that any liquidated damages may
be offset against any monies owed to Amkor by Intel.
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b. Coordination and Administration
As partial consideration for Intel to enter into this Agreement, and
in order to provide Intel with assurances as to Amkor's compliance
with the quality assurance standards set forth herein, Intel will
have the right to station [*] or more quality assurance personnel at
Amkor's subcontractor's facilities at any time. Amkor and its
subcontractor will provide adequate office space and reasonable
support for the use of such personnel and will permit such personnel
access to the Intel work areas at all times for purposes of
administering the provisions of this Agreement in the areas of
planning, material flow, contract administration, auditing records
and procedures, and auditing process functions relating to the
Units. Amkor will maintain records of the qualifications of each
operator certified to work on Intel's Units and will make such
records available to Intel at Intel's request. Amkor will submit an
annual list of its subcontractor's scheduled material supplier
audits, and will allow, at Intel's prior [*] written request, [*] or
more Intel employees to observe the material supplier audits.
5. WARRANTY
Amkor warrants that the Units delivered hereunder will meet all agreed
upon specifications and will be free from defects in workmanship for a
period of [*] after receipt by Intel. Intel will perform an incoming Units
inspection within [*] of receipt per Exhibit C, attached hereto. If the
Units are rejected, the rejects will be returned to Amkor for
verification.
a. Rejection Rate
i) If, for any given shipment, the Units delivered fail to comply
with this Warranty, then at Intel's option, Intel may reject such
defective Units and return them to Amkor for rework. In the event
rework is not possible, Intel may within [*] from date of
rejection furnish to Amkor sufficient additional parts and
materials to permit Amkor to assemble replacement Units at no
cost to Intel, or reject the work on any or all Units and not pay
for such work.
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ii) All rework or replacement labor will be provided by Amkor at
no additional charge as long as the assembly specifications
for the products being reworked or replaced have not
substantially changed since the original labor was provided.
iii) All rework and replacement Units will be completed and
returned to Intel within [*] from the date of receipt by
Amkor.
b. Yields, Quality DPM and Schedule Performance
Amkor agrees to participate in quality enhancement programs as
directed by Intel and to make good faith efforts to meet the goals
set forth in Exhibit D, attached hereto. Intel will establish yield,
quality DPM, and schedule performance goals annually. If such goals
are not met, Amkor agrees to submit a corrective action plan at
Intel's request within [*] of request.
c. Warranty Limitation and Disclaimer
This Warranty will not extend to any defect in the Kits delivered to
Amkor, nor to any damage caused by Intel's abuse, negligence, loss
or to any damage caused by Intel's abuse, negligence, loss or by any
damage in transit.
d. AMKOR'S SPECIFIC EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARE
IN LIEU OF ALL OTHER WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED
INCLUDING WITHOUT LIMITATION, WARRANTIES AS TO CONDITION,
DESCRIPTION, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OR AS
TO ANY OTHER MATTER. AMKOR'S SOLE MONETARY OBLIGATION WILL BE
LIMITED TO VALUE ADDED BY AMKOR AS IT RELATES TO THE ASSEMBLY OF
UNITS. AMKOR WILL NOT BE LIABLE OR RESPONSIBLE FOR ANY CONSEQUENTIAL
INDIRECT, INCIDENTAL, PUNITIVE, OR SPECIAL DAMAGES ARISING, DIRECTLY
OR INDIRECTLY FROM THE ASSEMBLY, DELIVERY, SALE, INSTALLATION, OR
USE OF UNITS DELIVERED TO INTEL UNDER THIS AGREEMENT EXCEPT THAT
NOTHING CONTAINED HEREIN EXCLUDES AMKOR'S LIABILITY TO INTEL FOR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
6. TERMINATION
a. Termination for Convenience
After the first full year of this Agreement, either party may
terminate any extension of this Agreement
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without reason at any time by giving to the other party [*] written
notice. [*] both parties agree to negotiate in good faith for a
gradual elimination of services provided under this Agreement.
b. Termination for Cause
In the event that Amkor fails to meet Intel's incoming rejection
rates or yield rates as set forth in Section 5, "Warrant," or
commits any other material breach of this Agreement, then Intel may
give Amkor [*] written notice of intention to terminate the
Agreement. In the event Amkor has not corrected, to Intel's
satisfaction, such deficiencies as specified by Intel within said
[*] period, then this Agreement will terminate automatically without
further notice at the end of said [*] period. If Intel's notice
specifies quality deficiencies, Amkor will discontinue Unit assembly
at Intel's request until such quality problems are corrected.
c. Return of Equipment and Materials
In the event of termination under either subsection 6.a. or 6.b.
above, Amkor will, within [*] from date of termination, account for
and return to Intel all equipment materials, software, and
specifications provided to Amkor by Intel in the same working order
as when provided to Amkor, reasonable wear and tear accepted. In the
event Amkor does not return said equipment, materials, or software
within [*] at Intel's option, Intel will invoice Amkor and Amkor
will pay Intel an amount equal to Intel's net book value.
7. PAYMENT
Amkor will render invoices with each shipment to Intel. All such invoices
will be paid by Intel in U.S. dollars, [*] from date of invoice.
The invoice will be calculated based on the dollar prices set forth in
Exhibit B. [*]
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8. TRANSPORTATION AND RISK OF LOSS
Transportation charges and insurance for all equipment. Kits and Units
shipped from Intel to Amkor are to be paid by Intel, except for Units
being returned under Warranty as specified in section 6 above, in which
case Amkor will pay all transportation arrangements and prepay all
transportation charges to return Units from Amkor to Intel. Risk of loss
for all equipment, Kits and Units in transit will remain with Intel.
9. CUSTOMS AND GOVERNMENT REGULATIONS
In the event the Units are exported from the United States or reexported
from a foreign destination by Amkor, Amkor will insure that the
distribution and export/reexport of the Units is in compliance with all
laws, regulations, orders, or other restrictions of the U.S. Export
Administration Regulations. Amkor agrees that neither it nor any of its
subsidiaries or subcontractors will export/reexport any technical data,
process, Units or service, directly or indirectly, to any country for
which the United States government or any agency thereof requires an
export license or other government approval without first obtaining such
license or approval.
10. INDEMNITY
a. Amkor agrees to defend, indemnify, and hold Intel harmless from and
against any and all liability, claims, and the associated costs and
expenses (including attorney's fees), which it may hereafter incur
or become responsible for as a result of death or bodily injuries to
any person, destruction or damage to any property, caused in whole
or in part, by any acts, errors, or omissions by Amkor, its
subcontractor, including but limited to Anam, its employees or
agents.
b. Amkor assumes no obligation or liability of any kind with respect to
claims of infringement of United States or foreign patents,
copyrights, trademarks or other proprietary rights arising out of or
relating to Intel's purchase, importation, use, possession, sale or
delivery of any product or services sold to Intel by Amkor, and
Intel shall indemnify, defend and hold Amkor harmless from any and
all such claims and liabilities, damages and expenses, including
attorneys fees.
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11. GENERAL
a. Confidentiality
All specifications, written documentation, and other proprietary
information transferred by the providing party to the receiving
party shall be considered the confidential Information of the
providing party. The receiving party shall not use said Information
for any purpose other than the performance of this Agreement and
shall not disclose such information to any third party without the
prior written consent of the providing party.
b. Assignment
Intel may assign this Agreement or any interest herein to any Intel
affiliated company without Amkor's consent and Amkor may only assign
this Agreement to Anam Industrial Co., Ltd. with Intel's prior
written consent. Otherwise, the parties hereto will not assign this
Agreement nor any interest herein, nor any right hereunder without
the prior written consent of the other party.
c. Entire Agreement
This Agreement and the referenced exhibits set forth the entire
Agreement of the parties with respect to the subject matter hereof,
and supersedes all prior negotiations, correspondence and Agreements
pertaining thereto. No modification or waiver of any provision of
this Agreement or consent to any departure therefrom will be
effective unless made in writing by officers of the parties hereto.
d. Force Majeure
The parties hereto will not be liable for any failure to perform due
to unforeseen circumstances or causes beyond that party's reasonable
control. Examples of such causes are acts of God, war, riot,
embargoes, acts of civil or military authority, fire, flood,
accidents, or shortages of transportation facilities, fuel, labor,
or materials which cannot be reasonably replaced from other sources.
e. Controlling Law
This Agreement will be governed by, subject to, and construed
according to the laws of the State of California, United States of
America, excluding its Conflicts of Laws provisions.
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f. Severability
If any provision of this Agreement will be held to be invalid,
illegal, or unenforceable, the validity, legality, and
enforceability of the remaining provisions will not in any way be
affected or impaired thereby.
g. Amkor agrees to abide by the attached Record Retention Policy of
Intel.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on
the dates indicated by their respective signatures.
AMKOR ELECTRONICS, INCORPORATED INTEL CORPORATION
BY: /s/ illegible By: /s/ illegible
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TITLE: Vice President of Sales TITLE: General Manager
------------------------ Contracting and Random
Memory Access Division
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DATE: August 14, 1991 DATE: August 6, 1991
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Exhibit A
1991 Throughout Time Goal
[*]
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EXHIBIT B (Page 1 of 3)
Pricing Settlement
***Pricing Effective 4/1/91***
PACKAGE
-------------------------
PDIP [*]
HS
PLCC
OFP
PQPP
SOOP
DRAM
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omitted portions.
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EXHIBIT B (Page 2 of 3)
Pricing Settlement
***Pricing Effective 4/1/91***
PACKAGE
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PLATE
PGA [*]
CC
CR
CRQ
CQ
CL
CER-
QUAD
CER-
DIP
DIE
INSPEC-
TION
RED
INKED
DIE
DOUBLE
SAW
SHIP-
PING
TRAYS
SHIP-
PING
TUBES
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EXHIBIT B (PAGE 3 OF 3)
***Pricing Effective 4/1/91***
LOT CHARGES
1. Qualification lots are provided at a cost of [*] per lot, plus the Unit
price multiplied by the total number of Units. Qualification lots
include full documentation with summary report.
2. Engineering/small lots are provided at a cost of [*] per lot, plus the
Unit price multiplied by the total number of Units.
3. Mechanical samples are provided at a cost of [*] the Unit price.
Minimum lot charge is [*].
4. Fast Track lots are provided at a cost of [*] the Unit price plus a
processing lot charge of [*]. Fast Track assembly requests must be made
of and acknowledged by the factory.
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EXHIBIT C
INCOMING TESTING BY CUSTOMER
SAMPLE
TEST SPEC SIZE CERDIP PLASTIC
---- ---- ---- ------ -------
Package Visual 00-000 000 X X
Fine/Gross Leak 00-000 000 X
Centrifuge 00-000 000 X
PIND Test 25-310A 100 X
Open/Short 00-000 000 X X
X-ray 15-577 20 X
SAMPLE
TEST SPEC SIZE CERDIP PLASTIC
---- ---- ---- ------ -------
85/85 25-308 55 X
Stream Test 25-355 55 X
Temp Cycle 15-518 55 X
Solderability 00-000 00 X
Thermal Shock 00-000 000 X
Torque Test 00-000 00 X
Centrifuge 00-000 000 X
Specifications and requirements for incoming package quality and reliability
monitors are more fully described in Intel's Specification Reference Number
HK-S010-0.
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EXHIBIT D
QUALITY GOALS
1991 YIELD (- OPT) GOALS
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IWS 20-500 Revision 9
(%)
PACKAGE TYPE QI `91 Q2 `91 Q3 `91 Q4 `91
------------ ------ ------ ------ ------
[*]
1991 INCOMING QUALITY GOALS
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Intel Source Q.A.
(DPM)
PACKAGE TYPE QI `91 Q2 `91 Q3 `91 Q4 `91
------------ ------ ------ ------ ------
[*]
1991 Schedule Performance Goal
LIPAS (Line Item Performance Against Schedule): [*]
VOLPAS (Total Volume Performance Against Schedule): [*]
* = GREATER THAN SYMBOL
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