TECHNOLOGY DEVELOPMENT AND SUPPORT AGREEMENT

TECHNOLOGY DEVELOPMENT AND SUPPORT AGREEMENT



This Technology Development and Support Agreement (the "Agreement") is made and entered into this 28th day of June, 1996, (the "Effective Date") by and between Award Software International, Inc., a California corporation ("Award"), having its corporate offices at 777 East Middlefield Road, Mountain View, California, 94043, and Advanced Micro Devices, Inc., a Delaware corporation ("AMD"), having its corporate offices at One AMD Place, P.O. Box 3453, Sunnyvale, California 94088.



1. BACKGROUND



1.1 The following background paragraphs are intended to be a general

introduction to this Agreement. They set forth the circumstances under

which the parties entered into this Agreement and the intentions and

objectives of the parties in doing so. To the extent that this Agreement

does not address a particular circumstance or is otherwise unclear or

ambiguous, this Agreement is to be construed so as to give the fullest

possible effect to the intentions and objectives stated in this

Section 1.



1.1.1 Award is in the business of developing, marketing, and licensing

BIOSes, firmware and other system software for x86-based

desktop, portables, and server computers.



1.1.2 AMD is in the business of designing, manufacturing, marketing,

and selling integrated circuits, and is presently developing a

series of advanced x86-compatible superscalar microprocessors,

known as the "K86 superscalar microprocessors." AMD intends to

design and develop a number of PC system platforms for its K86

superscalar microprocessors, including platforms used (i) for

validation and debugging, (ii) for evaluation, and (iii) to

serve as a baseline reference design or production-ready design

for AMD's microprocessor customers.



1.1.3 Award and AMD desire to enter into this Agreement and one or

more Work Statements under which Award would develop BIOSes,

firmware, system software and other software products

("Developed Products") to support AMD's platforms designed for

its K86 superscaler microprocessor. Award shall use [*] to

develop the Developed Products based on AMD's specifications and

performance and functionality requirements, and AMD shall

provide development assistance and resources, as provided in the

applicable Work Statement.



1.1.4 AMD and Award desire that Award shall make the Developed

Products commercially available in Binary Code, and provide

quality assurance, marketing resources, maintenance and customer

support for the Developed Products as provided herein.



1.1.5 AMD and Award agree to explore additional opportunities for

supplemental agreements regarding the purchase by AMD from Award

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goods, licenses, and services, and joint product development and

distribution in the embedded processor and flash device markets.



1.2 For and in consideration of the mutual covenants set forth herein and

for other good and valuable consideration, the receipt and adequacy of

which are hereby acknowledged, the parties hereby agree as follows:



2. DEFINITIONS



When used in this Agreement, the capitalized terms below shall have the following meanings:



2.1 "Affiliate" means, when used with respect to a specified entity, another

entity that directly or indirectly Controls, or is under common Control

with, or is Controlled by the entity specified; provided that such other

entity shall be deemed to be an Affiliate only for so long as such

Control exists. For purposes of this definition of Affiliate, "Control"

means the ownership or control of [*] or more interest in the equity

or voting power of an entity.



2.2 "Agreement" means this Technology Development and Support Agreement made

and entered into on the Effective Date by and between Award and AMD,

including the Initial Work Statement and all future Work Statements that

may be entered into by the parties pursuant to Section 3.5 below.



2.3 "AMD" means Advanced Micro Devices, Inc. and its Affiliates.



2.4 "Award" means Award Software International, Inc. and its Affiliates.



2.5 "Code" means computer programming code. If not otherwise specified,

Code includes both Object Code and Source Code.



2.5.1 "Object Code" means the machine-readable form of the Code.



2.5.2 "Source Code" means the human-readable form of the Code.



2.6 "Deliverables" means all Code, related documentation, other materials

regardless of form or media, and services that Award does or is required

to develop, deliver, or render to or for AMD pursuant to this Agreement.

Deliverables include, without limitation, the intermediate and final

releases of Developed Products, and all Updates thereto as provided in

Section 7.4 below.



2.7 "Developed Products" means the production-ready version of BIOSes,

firmware, system software and other software products developed by Award

pursuant to a Work Statement, and all Updates thereto developed by



2.8 "Initial Work Statement" means the Work Statement described in Section

3.4 below.



2.9 "Intellectual Property Rights" means the worldwide intangible legal

rights or interests evidenced by or embodied in (i) any idea design,

concept, method, process, technique, apparatus, invention, discovery, or

improvement, including any patents, trade secrets, and know-how; (ii)

any work of authorship, including any copyrights, industrial designs, or

moral rights recognized by law; and (iii) any other





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similar rights. Intellectual Property Rights of a party include all

worldwide intangible legal rights or interests that a party may have

lawfully acquired or licensed from any third party.



2.10 "Proprietary Information" means all trade secret or confidential

information in any form or media disclosed by one party (the "Disclosing

Party") to the other party (the "Receiving Party"); provided, however,

that to be deemed Proprietary Information, the information, if in

tangible form, must be prominently marked with the words "proprietary,"

"confidential," or words of similar import, or if disclosed orally, must

be identified at the time it is disclosed as constituting trade secret

or confidential information subject to the restrictions provided in this

Agreement, provided that any confidential information relating to future

products or product development plans disclosed by either party at any

quarterly meeting held pursuant to Section 6.4 shall constitute

"Proprietary Information" even if it has not been identified as such at

the time it is disclosed. Notwithstanding the above, however,

Proprietary Information shall not include:



2.10.1 any information which is generally known or available, or

becomes known or available, without breach of this Agreement;



2.10.2 any information which has been publicly disclosed by the

Disclosing Party;



2.10.3 any information previously known by the Receiving Party;



2.10.4 any information that is rightfully received from a third party

without breach of an obligation of confidence; or



2.10.5 any information that is independently developed by Receiving

Party without use of Proprietary Information of the

Disclosing Party.



2.11 "Software Requirements" means the functional specifications and

performance standards for a Deliverable as specified in the applicable

Work Statement.



2.12 "Testing Criteria" means the testing criteria for a Deliverable as

specified in the applicable Work Statement.



2.13 "Updates" means revisions of any Developed Product that corrects any

error, problem, or defect that causes the Developed Product to fail to

meet the applicable Software Requirements, renders the Developed Product

completely or partially inoperable, causes incorrect results, or causes

incorrect functions to occur during the operation of the Developed



2.14 "Work Statements" means the Initial Work Statement and all future work

statements issued in accordance with Section 3 below.



3. WORK STATEMENTS



3.1 Generally. All work to be performed under this Agreement shall be in

accordance with the terms set forth in this Agreement and in the

applicable Work Statement. A Work Statement shall be a writing signed by

an authorized representative of each party and shall reference this

Agreement. A Work Statement must also meet



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the requirements of Section 3.2 below. Upon execution, all Work

Statements shall be attached hereto and incorporated herein by



3.2 Mandatory Provisions. A Work Statement must include the following

provisions and items:



3.2.1 A description and timeline of the phases of work to be

performed, and milestones for Award's performance, delivery

and testing of the Deliverables ("Delivery Schedule");



3.2.2 A list of the Deliverables to be delivered to AMD under the Work

Statement;



3.2.3 The amount of payment, and milestone dates for payment by AMD,

if any, for the Deliverables ("Payment Schedule");



3.2.4 The description and amount of engineer training and consultation

to be provided to AMD by Award;



3.2.5 The Software Requirements for each of the Deliverables;



3.2.6 The Testing Criteria for each of the Deliverables;



3.2.7 A list of resources made available by AMD for Award's use in

the performance of its obligations under this Agreement, if any;



3.2.8 The name, address, phone number, and facsimile number of the

Project Coordinators for each party, as described in Section 4.2

below, and, if different from the Project Coordinators, the

Technical Coordinators for each party, as described in Section

4.3 below; and



3.2.9 The provisions for written and/or oral progress reports by Award

if different than as set forth in Section 6 below.



3.3 Optional Provisions. In addition to the mandatory provisions provided

in Section 3.2, a Work Statement may include one or more of the

following items:



3.3.1 Whether training classes shall be provided to AMD, and a

description of the subject matter to be covered, the location

where the classes will be conducted, fees, if any, payable by

AMD for such training, and the maximum number of AMD employees

who may attend;



3.3.2 For each Developed Product, the number of copies AMD is licensed

to distribute for use with the applicable platform; and



3.3.3 The minimal level of staffing required of Award for the

development of the Deliverables.



3.4 Initial Work Statement. The Initial Work Statement is attached to this

Agreement as Exhibit A.



3.5 Future Work Statements. Upon AMD's reasonable request, AMD and Award

will meet from time-to-time to discuss their respective product plans

and technologies, pursuant to which AMD may provide Award with proposed



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Requirements for one or more Deliverables that AMD is interested in

Award developing, and request Award to provide a response to such

proposal. Within thirty (30) days of AMD's request, Award agrees to

provide AMD with a written response. If, in AMD's sole discretion, the

response is acceptable, then the parties shall prepare and execute a

Work Statement that shall incorporate the proposed Software Requirements

and relevant terms of Award's response, which together shall constitute

the applicable Software Requirements. Award may only commence work upon

such Deliverables after execution by both parties of the Work Statement.



3.6 Number of Work Statements. During each year of the term of this

Agreement, Award shall agree to use [*] to develop and support Developed

Products as provided hereunder for at least the [*] AMD K86 platforms

for which AMD provides proposed Software Requirements during such year,

and accepts Award's written response as provided in Section 3.5 above.

Award agrees to negotiate in good faith a Work Statement for each such

Developed Product. The maximum amount of non-recurring engineering

charges ("NRE") payable by AMD for each of such Developed Products shall

be [*]; provided, however, that if Award demonstrates that the

development of such Developed Product would require Award's expenditure

of materially more time and effort than that required by any preceding

Developed Product developed hereunder for an NRE of [*], the parties

shall in good faith negotiate an increased NRE payable for such

Developed Product that is commensurate with such increased time and/or

effort. The number of Developed Products requested by AMD hereunder, the

providing of proposed Software Requirements, and the acceptance of

Award's response shall be at AMD's sole discretion.



3.7 Changes to Agreement, Work Statement. Either party may propose changes

to this Agreement or any Work Statement to the other party, provided

that such change proposals shall be submitted in writing. No changes to

the Agreement or any Work Statement shall become effective until a

written amendment specifying the change or changes is executed by

authorized representatives of both parties.



3.8 Changes to Software Requirements. AMD may request changes to the

Software Requirements at any time during the term of the applicable Work

Statement. Such requests shall be submitted by AMD in writing. If such

modifications do not, in Award's reasonable judgment, require Award's

expenditure of materially more time and effort, Award will develop the

corresponding Deliverable to conform to such modifications at no

additional charge and with no change to the Delivery Schedule. If any

such modification does require, in Award's reasonable judgment, Award's

expenditure of materially more time or effort, the parties will discuss

in good faith how the additional cost, if any, will be allocated between

them, and Award will advise AMD of the impact on the Delivery Schedule.

Upon receipt of AMD's written approval, Award will proceed with

implementation of the prescribed changes, and the parties shall update

the Software Requirements and Delivery Schedule to reflect such changes.



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4. CONTRACT ADMINISTRATION AND STAFFING



4.1 Contract Coordinators. The Contract Coordinators for the parties shall

be as follows:



For Award: Dave Wippich

Ph: (415) 968-4433, Ext. 462

Fax: (415) 968-9158



For AMD: Ned Finkle

Ph: (408) 749-2452

Fax: (408) 774-7007



The Contract Coordinator shall oversee the performance of the parties'

obligations under this Agreement, and resolve any issues relating to

Deliverables applicable to that Work Statement that the Project

Coordinator or Technical Coordinators for that Work Statement are unable

to resolve. The Contract Coordinator shall also be responsible for

receiving all notices under this Agreement and for all administrative

matters such as invoices, payments, and changes. Either party may change

its Contract Coordinator upon written notice to the other party.



4.2 Project Coordinator. Each Work Statement shall designate a Project

Coordinator for the parties for the Deliverables applicable to that Work

Statement. The Project Coordinator shall also be responsible for

overseeing the performance of the parties' obligations under the

applicable Work Statement, and resolving any issues relating to

Deliverables applicable to that Work Statement that the Technical

Coordinators for that Work Statement are unable to resolve. The Project

Coordinator shall be responsible for arranging all meetings, visits, and

consultations between the parties relating to the applicable Work



4.3 Technical Coordinators. The Project Coordinators shall also serve as

the Technical Coordinators for the parties; provided, however, that each

Work Statement may otherwise designate one or more different Technical

Coordinators for the Deliverables applicable to that Work Statement. The

Technical Coordinator(s) of each party shall be responsible for

technical and performance matters and delivery and receipt of the

Deliverables and technical information between the parties, in so far as

the Deliverables and technical information relate to such Work



4.4 Staffing Requirements. Award agrees to provide qualified and sufficient

staffing necessary to meet its obligations under this Agreement,

including each Work Statement. Each Work Statement may designate a

specific minimum level of staffing required for such Work Statement.



4.5 Employee Issues. Award's employees shall be and remain the employees of

Award and shall not be considered as joint employees with AMD for any

purpose. Award shall be responsible for the supervision of its

employees. Award shall be responsible for the payment of all

compensation and benefits attributable to its



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employees and for the maintenance of appropriate workers' compensation

and other employment related insurance. With each of its employees and

contractors who participate in any of Award's work under this Agreement,

including any Work Statements, Award shall obtain and maintain in effect

written agreements imposing an obligation of confidence on the employee

or contractor with respect to any third party's proprietary information,

and assigning all Intellectual Property Rights conceived, developed or

created by the employee or contractor to Award. At AMD's request, Award

shall supply copies of such agreements to AMD.



5. NOTICE OF DELAY OR INABILITY TO PERFORM



5.1 Generally. Award agrees to notify AMD orally within twenty-four (24)

hours of its discovery of any factor, occurrence, or event coming to its

attention that may affect Award's ability to meet the requirements of

any Work Statement. The oral notice shall be confirmed in writing within

one week following the oral report. The written confirmation shall also

state the reason for the delay and the impact of the delay upon the

Deliverables and the Delivery Schedule.



5.2 Time is of the Essence. The parties agree that the dates corresponding

to each milestone in each Work Statement are firm, and that time is of

the essence in this Agreement, including all of the Work Statements. By

executing a Work Statement, Award agrees that the deadlines and

milestones specified therein are reasonable. Except as otherwise stated

in Section 16.3 ("Relief from Obligations"), a delay of more than thirty

(30) days in the delivery of a Deliverable for such Work Statement shall

be considered a material breach by Award of such Work Statement and this

Agreement, unless (i) such delay was caused by a delay or non-delivery

by AMD, or any third party that AMD requires Award to use, of a resource

specified in the applicable Work Statement (ii) such delay is due to

incorrect operation of a resource supplied by AMD, or (iii) AMD has

agreed to a delay on a project as provided in Section 7.3 below. By

accepting late or otherwise inadequate performance of any of Award's

obligations, AMD shall not waive its rights thereafter to require timely

performance or performance that strictly complies with this Agreement.



6. REPORTS AND MEETINGS



6.1 Frequency and Content of Reports. For each Work Statement, Award agrees

to provide AMD's applicable Project Coordinator a biweekly written

report of the progress of the work required under the Work Statement,

any anticipated problems (resolved or unresolved), software and hardware

bugs, and bug resolution and tracking, and any indication of delay in

Award's performance or delivery of the applicable Deliverables. A Work

Statement may, however, provide for a different content or frequency for

such reports and information than as specified above.



6.2 Project Meetings. For each Work Statement, the parties shall conduct

[*] conference calls at a time to be mutually agreed upon, during which

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describe the status of the work required under the Work Statement, and

shall provide projections of the time of completion of the Work

Statement, the status of the applicable Deliverables, and address any

problems that have come to Award's attention. Award shall also provide

its view as to how any problems may be resolved. During such meetings,

AMD agrees to provide Award with information relating to the status and

results of AMD's testing of Award's Deliverables.



6.3 Modifications. Modifications discussed or proposed in reports by either

party, or meetings or conferences between the parties, shall not modify

this Agreement, any Work Statement, or any of Award's obligations

thereunder unless such modification is agreed to in writing by both



6.4 [*] Meetings. During the term of this Agreement, AMD and Award

agree to meet [*] at a time and location to be mutually agreed

upon, during which AMD shall discuss with Award its product and

marketing roadmaps, as well as BIOS and firmware requirements, for AMD's

K86 microprocessors, chip sets, and platforms designed for K86

microprocessors. In addition, each party shall discuss their

perspectives regarding industry standards, marketing trends for such

standards, and industry initiatives affecting PC architecture, BIOS and



7. DELIVERABLES



7.1 Deliverables. For each Work Statement, Award shall use [*] to deliver

all Deliverables specified in such Work Statement upon completion, but

in no event later than the Delivery Schedule, to AMD's applicable

Technical Coordinator. Award shall memorialize such delivery in a

written confirmation, which sets forth the nature and condition of the

Deliverables, the medium of delivery, and the date of delivery.



7.2 Test and Debug by Award. Prior to delivery, Award shall perform such

tests of the Deliverables as are specified in the applicable Testing

Criteria to determine if the Deliverables substantially conform to and


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