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Agency Agreement, Dated August 10, 2005

This is an actual contract between Spansion and AMD.

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Sectors: Electronics and Miscellaneous Technology
Governing Law: California , View California State Laws
Effective Date: August 10, 2005
Related Agreement Types:
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Exhibit 10.32


AGENCY AGREEMENT

This AGENCY AGREEMENT (" Agreement" ) is effective as of April 1, 2005 (the " Effective Date" ), by and between SPANSION LLC , a Delaware limited liability company (" Spansion" ), and ADVANCED MICRO DEVICES, INC., a Delaware corporation (" AMD" ). Spansion and AMD are hereinafter also referred to as the " Parties" and individually as a " Party." Capitalized but undefined terms shall have the meaning set forth in the Distribution Agreement (as defined below).


WHEREAS, in connection with the formation of Spansion LLC, AMD and Spansion entered into that certain AMD Distribution Agreement, dated as of June 30, 2003 (the " Distribution Agreement" ), as amended, whereby Spansion appointed AMD as one of Spansion' s sole initial distributors of Products;


WHEREAS, as part of the restructuring of the relationship between AMD and Spansion, Spansion agreed to hire the AMD sales force that had been selling the Products to AMD customers in the course of AMD' s performance of its obligations under the Distribution Agreement and effective as of the Effective Date of this Agreement, those former AMD employees became employees of Spansion;


WHEREAS, the Parties contemplate terminating the Distribution Agreement, but during a transition period beginning on the Effective Date AMD will still have responsibilities to its customers to supply Products and will still have the contractual relationship with such Product customers;

WHEREAS, the Parties will separately amend the Distribution Agreement, in conjunction with other required amendments to Spansion' s distribution agreement with Fujitsu Limited of even date with the Distribution Agreement (the " Fujitsu Agreement" ), to address the wind-down of the Distribution Agreement and the eventual termination of AMD' s role as a distributor of the Products; and


WHEREAS, until such time as AMD no longer acts as a distributor, AMD will need access to Spansion' s Product sales force in order to continue to market and sell Products under the Distribution Agreement and Spansion is willing to provide such access;

NOW THEREFORE, the Parties agree as follows:

1. Transition Assistance. Until such time as the Distribution Agreement is terminated and AMD is no longer distributing Products in accordance with the Distribution Agreement, AMD hereby appoints Spansion as its sales agent to assist AMD in fulfilling AMD' s obligations under the Distribution Agreement and to carry out AMD' s sales, marketing and customer support activities regarding the Products on AMD' s behalf and in AMD' s name with existing and new AMD Product customers. Spansion is hereby authorized to communicate with existing and potential Customers regarding the Products, and to accept Product purchase orders on AMD' s behalf from existing Product customers, each on AMD' s behalf and in AMD' s name; provided that the purchase order terms are consistent with existing AMD policies and procedures. Spansion is not authorized to transact any other business in the name of AMD or to assume or

create any obligation or responsibility binding upon AMD in any matter whatsoever except as expressly authorized under this Agreement unless Spansion has received prior specific written consent from AMD. Spansion agrees to use commercially reasonable efforts to perform such sales, marketing and support activities in a manner substantially consistent with the manner in which such activities were performed by AMD prior to the Effective Date. This Agreement does not establish or constitute Spansion as AMD' s representative or agent for any purpose other than the marketing, sale s and customer support of Products in furtherance of AMD' s rights and responsibilities under the Distribution Agreement. Except as expressly set forth above, the relationship of the parties under th
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