AMD » Topics » 8. S ECONDED E MPLOYEES

This excerpt taken from the AMD 8-K filed Dec 21, 2005.

8. SECONDED EMPLOYEES

 

8.1 Assignment of Developments. Fujitsu hereby assigns and agrees to assign, and will cause its Subsidiaries, as applicable, to assign, to Spansion Japan (a) an equal, undivided, joint interest in and to its and their right, title, and interest in Developments created by Seconded Employees jointly with employees of Fujitsu or any of its Subsidiaries, except as otherwise agreed to by Fujitsu and Spansion Japan, and (b) its and their right, title, and interest in all other Developments. With respect to Developments owned solely by Spansion Japan, Spansion Japan shall have the sole right to obtain and hold in its own name copyrights, registrations and similar protection which may be available in such Developments and to prepare, file and prosecute patent applications and to obtain and hold any other registrations or similar protections which may be available with respect to such Developments. Fujitsu will, and will cause its relevant Subsidiaries to, provide Spansion Japan with reasonable assistance and cooperation (which may include executing written instruments as may be reasonably requested by Spansion Japan) in applying for, prosecuting, obtaining, perfecting and enforcing its Intellectual Property Rights in such Developments; provided that the out-of-pocket expenses reasonably incurred by Fujitsu and its Subsidiaries in providing such assistance and cooperation are reimbursed by Spansion Japan. All Developments that are Patents are hereby deemed to be Spansion Licensed Patents under the AMD-Spansion Patent Cross-License Agreement and the Fujitsu-Spansion Patent Cross-License Agreement. All other Developments are hereby deemed to be Spansion Technology.

 

8.2 Fujitsu Policies and Interaction. The Parties hereby agree and acknowledge that during his or her Secondment Period (as defined in the Fujitsu Secondment Agreement), each Seconded Employee shall continue to be bound by Fujitsu’s and Fujitsu’s Subsidiaries’ existing rules, policies and agreements regarding confidential information and inventions (“Fujitsu Policies”), provided, however, that Fujitsu agrees not to enforce against any Seconded Employee any right it may have under the Fujitsu Policies to prohibit such Seconded Employees from disclosing Developments to Spansion Japan. Spansion Japan shall be responsible for providing instructions to the Seconded Employees concerning the disclosure of Developments to Spansion Japan. Insofar as matters with respect to technology are concerned, Fujitsu will, and Spansion will cause Spansion Japan to, take reasonable efforts to limit the interaction of Fujitsu’s employees other than the Seconded Employees (the “Non-Seconded Employees”), with the Seconded Employees. Fujitsu (or the applicable Fujitsu subsidiary) will each instruct the Non-Seconded Employees not to initiate conversations with its Seconded Employees about confidential work being performed by either Fujitsu or Spansion Japan, other than joint confidential work involving Fujitsu and Spansion Japan. Spansion will cause Spansion Japan to instruct the Seconded Employees not

 

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to initiate conversations with the Non-Seconded Employees about confidential work being performed by either the Fujitsu Entities or Spansion Japan, other than joint confidential work involving Fujitsu and Spansion Japan.

 

8.3 No Transfer of Background IP Rights. Notwithstanding any provision to the contrary, nothing in this Section 8 shall constitute (a) an assignment or agreement to assign by Fujitsu or any of its Subsidiaries to Spansion Japan any right, title, or interest (including any license rights or rights of use) in Background IP Rights; or (b) a waiver by Fujitsu or any of its Subsidiaries of the enforcement of any right or any claim or causes of action of any kind against Spansion Japan with respect to Background IP Rights, or a grant or agreement by any Fujitsu Entity to grant to Spansion Japan a license under any Background IP Right. For purposes of clarification, nothing in this Section 8.3 shall affect, or be deemed to affect, any of the assignments, transfers, conveyances or licenses set forth in Section 2.

 

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