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Amended And Restated Agency Agreement, Dated December 7, 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: December 07, 2005
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Exhibit 10.32


AMENDED AND RESTATED

AGENCY AGREEMENT

This AMENDED AND RESTATED 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 and assume AMD' s 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; and


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;

NOW THEREFORE, the Parties agree as follows:

1. Transition Assistance. AMD hereby authorizes Spansion, and Spansion hereby agrees, to assume and fulfill 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 and fulfill 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 shall retain title to all Products prior to sale and upon return from a customer, and shall assume all inventory risk and any risk of loss


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associated with the collection, shipping, delivery or return of Products. As between the parties, Spansion shall establish all prices for the Product and shall assume all credit risk for any and all amounts billed to Customers for Product. AMD shall have no right to set prices, to take title to inventory, or to receive payment from AMD Customers for such sales without paying Spansion all amounts received without deduction as commission or other remuneration to AMD. Further, AMD relinquishes any right to control Product Specifications that it may have had. 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 and to assume the risks and liabilities set forth above. This Agreement does n
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