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EXHIBIT 10.39
WAFER SUPPLY AGREEMENT
BETWEEN
ALTERA CORPORATION
AND
TAIWAN SEMICONDUCTOR MANUFACTURING CO., LTD.
JUNE 26, 1995
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WAFER SUPPLY AGREEMENT
PREAMBLE
This agreement ("Agreement") is entered into effective June 26, 1995
(the "Effective Date") by and between the following parties (the "Parties"):
TAIWAN SEMICONDUCTOR MANUFACTURING CO. LTD, a corporation organized
under the laws of Taiwan, with its principal place of business located at the
following address:
No. 121, Park Avenue 3
Science Based Industrial Park
Hsin-Chu, Taiwan, R.O.C.
(hereinafter referred to as "TSMC"); and
ALTERA CORPORATION, a corporation organized under the laws of the
State of California U.S.A., with its principal place of business located at the
following address:
2610 Orchard Parkway
San Jose, California 95134-2020
(hereinafter referred to as "Altera").
RECITALS
A. Altera designs and markets integrated circuit products, and
desires to obtain an additional manufacturing source for certain of its
products.
B. TSMC manufactures integrated circuits designed and marketed by
other parties and possesses wafer fabrication facilities suitable for
manufacturing the Altera products. TSMC desires to manufacture and supply
these products to Altera.
AGREEMENT
Now, therefore, the Parties agree as follows:
1.0 Definitions
1.1 "Device" shall mean good die of Altera integrated
circuits meeting the parametric and electrical specifications set forth in
Exhibit 1.1. Good die are those which meet agreed to specifications.
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1.2 "Packaged Devices" shall mean Devices packaged and
tested in accordance with Altera specifications.
1.3 "TSMC Processes" shall mean TSMC's 0.6um SPDM, 0.6um
SPTM and 0.5um SPTM processes, and/or such other processes or successor
processes as may be mutually acceptable.
1.4 "Device Family" shall mean any group of products
using the same base layers.
1.5 "Wafers" shall mean 6-inch, 8-inch, and other sized
silicon wafers manufactured by TSMC using any of the TSMC Processes and an
Altera design and mask set (or database tape) for integrated circuits.
1.6 "Proprietary Information" shall mean (i) this
Agreement, including all exhibits; and any technical specifications, prices,
schedules, specifications and the like negotiated in implementation of this
Agreement, and (ii) any information including but not limited to technical
information, database tapes, specifications, test tapes, masks and supporting
documentation provided either orally, in writing or in machine readable format
and masks or reticles generated by or for TSMC using Altera's database tapes,
provided that all such information is marked "Confidential" or similarly, or,
if oral, identified as proprietary at the time of disclosure. Notwithstanding
the foregoing, Proprietary Information does not include information generally
available to the public, information independently developed or known by the
receiving Party without reference to information disclosed hereunder, provided
that the receiving Party can demonstrate such independent development or
knowledge by substantial documentation, information rightfully received from a
third party without confidentiality obligations, information authorized in
writing for release by the disclosing Party hereunder, or information required
to be disclosed pursuant to law or governmental regulation provided that the
disclosing Party is given reasonable notice prior to any such disclosure.
1.7 "Code Layer" shall mean mask layers which make a
device unique to a custom requirement and different from others of the same
device family.
1.8 "Altera Products" shall mean the products listed in
Exhibit 1.1 as modified from time to time by agreement between Altera and TSMC.
2.0 Process Technology
2.1 TSMC will transfer to Altera the process design rules
and related information, as more fully described in Exhibit 2.1.1., to enable
Altera to design products to be manufactured by TSMC. Altera will transfer to
TSMC product design files and related information, as more fully described in
Exhibit 2.1.2. It is understood that the information of each disclosing Party
is the Proprietary Information of the disclosing Party and will remain the
property of the disclosing Party.
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2.2 TSMC will run the TSMC Processes pursuant to this
Agreement for the purpose of manufacturing Wafers exclusively for Altera in
accordance with the qualification plan described in Exhibit 2.2.1.
All Wafers shall meet the reliability and quality specifications
described in Exhibit 2.2.2.
2.3 TSMC will provide Altera with a list of TSMC's
acceptable mask vendors. Altera will provide one of these mask vendors, as
mutually agreed, with device database tapes. TSMC will provide the mask vendor
with mask alignment and test structure database, and oversee merging of device
and mask alignment databases by the mask vendor. Altera will bear the cost of
original mask sets, subject to its advance approval of the cost.
2.4 After TSMC has provided Altera with sufficient Wafers
for qualification, but prior to completion of full qualification, Altera may
request that TSMC provide a mutually agreed quantity of additional Wafers or
"risk starts." TSMC will provide these additional Wafers to Altera at the
prices determined pursuant to Article 8.0.
2.5 During qualification, Altera may stop production of
Wafers for any or all Altera integrated circuits by giving notice to TSMC.
TSMC will stop production following completion of the process steps at which
Wafers reside at the time of notification. Altera will pay TSMC for all Wafers
started prior to TSMC receiving such notice. Prices for such Wafers will be
equitably prorated based on the stage of production of the Wafers.
2.6 Wafers delivered for qualification must meet all
agreed Altera standards, specifications and requirements. If TSMC successfully
completes qualification, then upon written notice from Altera of successful
completion, TSMC will proceed to manufacture and deliver Wafers in accordance
with Article 3.0, at a rate which is agreed upon by TSMC and Altera.
2.7 During qualification, TSMC and Altera will agree upon
parametric and process flow specifications, which will be finalized before TSMC
begins production. TSMC will not modify agreed upon specifications in any way
without the prior written consent of Altera.
3.0 Production
3.1 Product Identification. TSMC will manufacture the
Altera Products with the TSMC Processes. Any Altera Products requiring a
unique parametric specification shall be listed separately.
3.2 Capacity Guaranty. Subject to Altera's qualification
of TSMC Processes, TSMC will produce wafers to fill Altera's orders for Wafers
and Devices up to a maximum per-month production capacity, as determined
pursuant to the procedure set forth below in this Article 3.0.
3.3 Production Purchase Orders. Orders shall be provided
to TSMC by Altera as follows:
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3.3.1 As soon as practicable following the
Effective Date and updated each six months thereafter, Altera and TSMC
shall agree on a business commitment under which TSMC will attempt in
good faith to reserve a maximum capacity for the next 12 months and
Altera will forecast minimum monthly loadings which Altera will
attempt in good faith to use.
3.3.2 It is agreed and understood that the purchase
of Wafers and/or Devices pursuant to this Agreement shall be
accomplished by means of Altera individual purchase orders and/or
other release documents hereinafter collectively referred to as
"purchase orders." The purchase orders placed by Altera will be open
purchase orders for a fixed quantity of wafers based upon the Altera
forecast.
3.3.3 To determine release schedules, Altera will
provide TSMC, on a monthly basis, with a rolling six-month forecast of
Altera requirements for Wafers. The first two months of this forecast
shall be firm, and covered by released purchase orders, unless this
procedure is modified as mutually agreed by the Parties.
3.4 Partial Shipments. Altera will accept deliveries
made in timely installments from TSMC. Such partial shipments will be billed
as made; and payments therefor are subject to the terms of payment noted below.
3.5 Quantity Variance. If the monthly quantity shipped
by TSMC of each product ordered by Altera is within =/- 5 percent of the
quantity ordered, such quantity shall constitute compliance with Altera's
order. Larger overshipments or undershipments may be accepted at Altera's
discretion, in which case the respective quantity of such overshipment or
undershipment may be subtracted or added to the following months' quantity at
Altera's discretion even if this results in quantities below or above
respective minimum or maximum quantities. Billing for partial orders shipped
as described in this Section 3.5 will be at the established purchase price per
wafer times the total quantity of wafers delivered.
3.6 Modifications. If Altera determines that
modifications to the specifications are required, including modifications to
mask tooling, process or testing, TSMC agrees to make such modifications within
a reasonable period of time after notification in writing by Altera. The
Parties will negotiate adjustment to price and delivery schedule as well as
charges for retooling costs if warranted by such modifications.
3.7 Substitutions. Altera may add or substitute product
types using the process flow approved by Altera and TSMC for existing
production at any time, provided that the agreed upon quantities of Wafer
shipments required by Altera will not be in excess; of those determined
pursuant to Section 3.2 except with the consent of TSMC. Such product types
are ones which can be manufactured using the same process and in accordance
with the same qualification plan as Altera Wafers currently manufactured by
TSMC under this Agreement. TSMC will provide Devices and Wafers of such
similar product types under the same terms as specified herein.
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3.8 Parametric Failure. If Wafers or Devices fail to
meet the agreed upon parametric specifications, and in Altera's reasonable
opinion such failure appears material, Altera may request TSMC to stop
production. If TSMC is unable to correct such failures within a reasonable
time, Altera may cancel such particular orders. Altera will notify TSMC in
writing of its intention to suspend or cancel such orders and will include any
substantiating data.
3.9 Reports. TSMC shall provide Altera with a report of
wafer fabrication work in process for each product weekly unless otherwise
mutually agreed, the details to be as agreed upon by the Parties. To enable
Altera to track process control, TSMC shall periodically provide, at least
quarterly, data summarizing the history of the DC parametric measurements for
TSMC's manufacturing process. Altera shall be provided continuous modem access
to the computer database maintained by TSMC for purposes of these reports.
3.10 Requalifications. With respect to any material
change which TSMC makes in its manufacturing process which affects the
performance, yield, and/or physical structure of the devices within the wafers,
TSMC shall notify Altera in writing of each such change at least ninety (90)
days in advance of the implementation of such change in the production of the
wafers to allow Altera to impose reasonable requirements for requalifying the
wafers for acceptance hereunder.
3.11 Order Cancellation.
3.11.1 If Altera fails to make any material payment
hereunder when due or fails to accept any material value of product
properly furnished hereunder, and such default is not cured within
thirty (30) days after TSMC gives Altera written notice thereof, TSMC
may decline to make further shipments and/or may terminate Altera's
order without affecting any other rights or remedies available to
TSMC. If TSMC continues to make shipments after such default, TSMC's
actions shall not constitute a waiver nor affect TSMC's remedies for
such default.
3.11.2 If Altera cancels an order that is firm
pursuant to Section 3.3, Altera shall pay in full and complete
satisfaction of any claim arising therefrom, a cancellation charge per
wafer equal to:
(number of mask steps completed)
------------------------------------ x (wafer price),
(total number of mask steps)
unless the parties mutually agree to a rescheduling of the order, in
which case no claim shall arise unless the order as rescheduled is
cancelled. Claims for the cancelling of rescheduled orders shall also
be governed as set forth above on the new date of cancellation.
3.11.3 Altera may cancel any purchase order in
whole or in part if TSMC fails to deliver products as covered by such
purchase order placed hereunder by Altera, which failure is not
corrected within sixty (60) days after written notice thereof. If
such failure is not corrected within the above sixty-day period and is
not excused pursuant to Article 10.0,
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Altera shall have the rights of cover as provided by the California
Uniform Commercial Code with respect to the reprocurement of all
products that Altera would have been entitled to buy from TSMC
pursuant to this Agreement. The foregoing shall not affect any other
rights or remedies available to Altera. If Altera continues to
maintain or place orders after such default, Altera's actions shall
not constitute a waiver nor affect Altera's remedies for such default.
4.0 On-Site Inspection and Vendor Information
4.1 Altera representatives shall be allowed to visit
TSMC's wafer fabrication and test facilities during normal working hours upon
reasonable notice to TSMC.
4.2 Upon Altera's request, TSMC will allow Altera to
perform an audit of TSMC's manufacturing facility, and TSMC will provide Altera
with process control information, including but not limited to: process and
electrical test yield results, current process specifications and conformance
to specifications; calibration schedules and logs for equipment; environmental
monitor information for air, gases and DI water; documentation of operator
qualification and training; documentation of traceability through TSMC's
operation, TSMC process verification information, and TSMC's trouble reports.
The foregoing shall be in accordance with the format of Exhibit 4.2.
5.0 Term and Termination
5.1 The term of this Agreement shall continue in effect
through December 31, 1999, subject to automatic extension under Section 5.3,
unless sooner terminated pursuant to Section 5.2.
5.2 This Agreement may be terminated immediately by
either Party if the other Party (i) breaches any material provision of this
Agreement and does not remedy such breach within sixty (60) days of notice of
breach; or (ii) becomes the subject of a voluntary or involuntary petition in
bankruptcy or any proceeding relating to insolvency, receivership, liquidation,
or composition for the benefit of creditors, if that petition or proceeding is
not dismissed within sixty (60) days after filing.
5.3 Automatic Extension
5.3.1 On January 1, 1998, and on each anniversary
thereof, this Agreement shall be automatically extended for an
additional one year (thereby constituting an annually rolling three
year agreement), unless either Party gives the other Party prior
written notice (i.e., on or before such date or anniversary thereof)
that such Party is terminating the Agreement effective at the end of
two years following such date or anniversary thereof. If such prior
notice is given, the Agreement shall so terminate at the end of such
two year period.
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5.3.2 The following examples illustrate the
operation of Section 5.3.1. If a Party desires to terminate the
Agreement on December 31, 1999, such Party must give notice thereof
prior to January 1, 1998; otherwise the Agreement will automatically
extend to December 31, 2000. Then if a Party desires to terminate the
Agreement on December 31, 2000, such Party must give notice thereof
prior to January 1, 1999; otherwise the Agreement will automatically
extend to December 31, 2001. The Agreement will continue, in this
manner, to extend in one year increments until two years prior notice
is given by either Party.
5.3.3 In the event of termination as provided in
this Section 5.3, Altera will have the right for "last time buy," time
and volume to be mutually agreed to up to a maximum of twice the
previous six (6) months' order quantity.
6.0 Proprietary Information
6.1 Both TSMC and Altera agree that Proprietary
Information of the other will be used by them solely for the purpose of
manufacturing Wafers hereunder and will not be disclosed to any third party
without the prior written permission of the disclosing Party.
6.2 Upon termination or expiration of this Agreement for
whatever reason, the receiving Party must (i) return to the other Party the
original and all copies of any Proprietary Information of the disclosing Party
and (ii) at the disclosing Party's request, have one of its officers certify in
writing that it will not make any further disclosure or use of such Proprietary
Information and specifically will not manufacture or have manufactured for it
any product incorporating such Proprietary Information.
6.3 These confidentiality provisions as to any item of
Proprietary Information shall survive the termination of this Agreement for a
period of five (5) years from the date of disclosure of such item of
Proprietary Information.
6.4 TSMC retains the right to incorporate into its
generic manufacturing process any and all process developments made by TSMC in
the course of its performance under this Agreement, provided that no Altera
Proprietary Information is thereby used or disclosed. Altera retains the right
to incorporate into its generic device design methodology any and all device
design methodology developments made by Altera in the course of its performance
under this Agreement, provided no TSMC Proprietary Information is thereby used
or disclosed.
7.0 Warranty/Acceptance Testing.
7.1 TSMC warrants that Wafers and/or Devices delivered
hereunder will meet the mutually agreed specifications and shall be free from
defects in material and workmanship under normal use and service for a period
of one (1) year from the date of receipt from TSMC's facility. If, during such
one year period (i) TSMC is notified with reasonable promptness in writing upon
discovery of any defect in the Wafers and/or Devices, including a reasonably
detailed description of such defect; (ii) such Wafers and/or Devices are
returned to TSMC's facility, transportation prepaid;
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and (iii) TSMC's reasonable examination of such Wafers and/or Devices discloses
that such Wafers and/or Devices are defective and such defects are not caused
by accident, abuse, misuse, neglect, improper installation, repair or
alteration not authorized by TSMC, improper testing or use contrary to any
reasonable instructions issued by TSMC, then within a reasonable time TSMC
shall, as mutually agreed, either repair, replace, or credit Altera for such
Wafers and/or Devices. TSMC shall return any Wafers and/or Devices repaired or
replaced under this warranty to Altera transportation prepaid, and reimburse
Altera for the transportation charges paid by Altera for such Wafers and/or
Devices. The performance of this warranty does not extend the warranty period
for any Wafers and/or Devices beyond that period applicable to the Wafers
and/or Devices originally delivered.
7.1.1 The foregoing warranty constitutes TSMC's
exclusive liability, and the exclusive remedy of Altera, for any
breach of any warranty or other nonconformity of the Wafers and/or
Devices. This warranty is exclusive and in lieu of all other
warranties, express, implied or statutory, including but not limited
to the warranties for merchantability and fitness for a particular
purpose, which are hereby expressly disclaimed.
7.1.2 Prior to any return of Wafers and/or Devices
by Altera pursuant to this paragraph, Altera shall afford TSMC the
opportunity to inspect such Wafers and/or Devices at Altera's
location. Upon verification of defects by TSMC, any such Wafers
and/or Devices so inspected shall be returned to TSMC. TSMC shall
make any such inspection with reasonable promptness.
7.2 TSMC shall immediately advise Altera whenever TSMC
has reason to believe that wafers and/or Devices may not conform to the
applicable specifications.
7.3 Altera may carry out acceptance testing of Wafers
and/or Devices at Altera's facilities. Acceptance tests shall be performed
under conditions as described in Exhibit 7.3 attached hereto. If any Wafers
and/or Devices are not either accepted or rejected by Altera within forty-five
(45) days of receipt of such Wafers and/or Devices, then such shipments of the
Wafers and/or Devices shall be deemed accepted. Neither acceptance nor such
deemed acceptance shall constitute a waiver of the requirements of Section 7.1.
8.0 Prices/Payment
8.1 Prices in U.S. dollars will be negotiated annually in
coordination with the business commitment referred to in Section 3.3.1, and
taking into consideration any material fluctuations in the currency exchange
rate that may have occurred. It is the expectation of both Parties that prices
for Wafers and Devices using a given Process will decrease from year to year.
8.2 Prices do not include customs, duties or sales, use,
excise or other similar taxes. Altera shall pay, in addition to these prices,
the amount of any present or future customs duties or sale, use, excise, or
other similar tax applicable to the sale of goods or performance of services
covered by this Agreement, or in lieu thereof Altera shall supply TSMC with an
appropriate tax exemption certificate.
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8.3 Payment terms shall be net due 30 days after receipt
of a valid invoice by Altera.
8.4 If following the effective date of any price
determination pursuant to Section 8.1 (but prior to the next determination),
the number N(2) of Taiwan dollars per U.S. dollar, as quoted in the Wall Street
Journal, at the end of any month has changed from the corresponding Number N(1)
on the effective date by five percent (5%) or more, the U.S. dollar price P(2)
for payment of invoices rendered in the following months shall be adjusted with
respect to the existing price P(1), according to the following formula (under
which each Party bears one-half of the currency fluctuation):
[ (N(1) - N(2)) ]
P(2) + P(1) [ 1 + ------------- ]
[ 2N(1) ]
(For example, if N(1) = 26.0 Taiwan dollars per U.S. dollar, and it decreased
5% to N(2) = 24.7, P(2) would be 1.025 P(1). If it increased 5% to N(2) =
27.3, P(2) would be .975 P(1).) If at the end of any subsequent month
following such price adjustment (but prior to the next price determination
under Section 8.1), the number of Taiwan dollars N(3) has changed from N(2) by
5% or more, the price P(3) for payment of invoices rendered in the following
months shall be adjusted again in accordance with the preceding formula (with
all subscripts being increased by one), and so forth for any additional 5% or
more change.
9.0 Delivery
9.1 Unless otherwise provided herein, title to the Wafers
and/or Devices and liability for loss or damage thereto shall pass to Altera
upon TSMC's tender of delivery of such Wafers and/or Devices to a carrier for
shipment to Altera pursuant to Altera's instructions, and any loss or damage
thereafter shall not relieve Altera from any obligation hereunder. Delivery
may be made in installments in accordance with Section 3.4. The date of the
bill of lading or any receipt issued by the carrier, or the date of the
Delivery Order shall be presumptive proof of the date of such shipment or
delivery to Altera.
9.2 Subject to Section 3.11.3 and Article 10.0, default
or delay by TSMC in shipping or delivering the whole or any part or installment
of the Wafers and/or Devices under the purchase orders shall not affect any
other portion thereof nor shall it affect any other purchase order between
Altera and TSMC. Any delivery or shipment of the whole or any part of
installment made within seven (7) calendar days before or after the date(s)
specified therefor shall constitute timely delivery or shipment.
10.0 Contingencies
Neither Party shall be in breach hereunder for any failure to perform
due to unforeseen circumstances or to causes beyond its reasonable control,
including but not limited to acts of God,
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war, riot, embargoes, labor stoppages, acts of civil and military authorities,
fire, floods, earthquakes or accidents. However, Altera shall have the right
to cancel any order as to which delivery is delayed by such causes for a period
of more than 60 days.
11.0 Title to Proprietary Information
All Proprietary Information and any copies thereof are and will remain
the property of the disclosing Party. Any masks generated from Altera database
tapes by TSMC, or the third party vendors under Section 2.3, shall be the
property of Altera, will be returned to Altera on Altera's request, and will be
used only to produce Wafers and/or Devices for Altera. All rights to
improvements or modifications made by TSMC to the test tape are hereby assigned
to Altera.
12.0 Intellectual Property Indemnity
12.1 Altera will, at its sole cost and expense, indemnify,
defend, and hold TSMC harmless from and against any cost, loss, expense, or
liability arising from any actual or alleged infringement of any patent, mask
work right, copyright, trademark, or other intellectual property right to the
extent such actual or alleged infringement arises from TSMC's compliance with
any of Altera's designs, specifications, instructions, or other contribution of
Altera to the design or TSMC's manufacture or sale of product for Altera.
12.2 TSMC will, at its sole cost and expense, indemnify,
defend, and hold Altera harmless from and against any cost, loss, expense, or
liability arising from any actual or alleged infringement of any patent, mask
work right, copyright, trademark, or other intellectual property right to the
extent such actual or alleged infringement arises from TSMC processes.
12.3 The indemnifying Party will defend, at its sole costs
and expense, including attorneys' fees, any action brought against the
indemnified Party alleging any such infringement, and the indemnified Party
agrees (i) to give prompt notice of any such action to the indemnifying Party,
(ii) to allow the indemnifying Party, through competent counsel of its choice,
to defend such action, and (iii) to provide the indemnifying Party all
reasonable information, assistance, and authority requested by the indemnifying
Party, at the indemnifying Party's expense, for the indemnifying Party to
defend such action.
12.4 In the event that an injunction is issued in support
of the infringement claim or the indemnified Party otherwise reasonably
believes that the infringement claim is likely to be upheld, the indemnifying
Party shall, at its expense, exercise commercially reasonable efforts to avoid
the infringement claim, either by modifying its technology and/or design or by
obtaining a license or nonassertion covenant from the claimant. If Altera is
the indemnified Party, it shall have the right to return any allegedly
infringing products to TSMC and receive a full refund therefor. If TSMC is the
indemnified Party, it shall have the right to stop production for any allegedly
infringing products by giving written notice to Altera and Altera shall pay
TSMC for all Wafers started prior to such notice at the established purchase
price.
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12.5 The foregoing states the entire obligation and the
exclusive remedy of each Party with respect to any alleged infringement of
intellectual property rights by any product furnished hereunder.
13.0 Limitation of Liability
In no event shall either Party be liable for any indirect, special,
incidental or consequential damages resulting from such Party's performance or
failure to perform under this Agreement, or the furnishing, performance, or use
of any goods or services sold pursuant hereto, whether due to a breach of
contract, breach of warranty, negligence, or otherwise. ALL IMPLIED
WARRANTIES, WHETHER OF MERCHANTABILITY, FITNESS, OR OTHERWISE ARE EXPRESSLY
DISCLAIMED.
14.0 Export Controls
TSMC will not transmit, directly or indirectly, any "technical
information" acquired hereunder, or any direct product of such information to
Afghanistan, the Peoples Republic of China, or any "Q, S, W, Y, or Z" country,
as such terms are defined in the Export Administration Regulations of the U.S.
Department of Commerce. This Agreement is subject to compliance with all
applicable export and import laws and regulations and the Parties agree to
cooperate in complying therewith.
15.0 Shipment
TSMC will deliver Wafers to Altera F.O.B. TSMC Taiwan as requested by
Altera. TSMC will package all such Wafers for secure shipment according to
good manufacturing practices in consideration of the method of shipment chosen.
16.0 Publicity
Both Parties agree that the details of this Agreement will not be
published or disclosed without the other Party's written permission. The
foregoing shall not prohibit a Party from making any disclosure required by law
or governmental regulation provided that the other Party is given reasonable
notice prior to any such disclosure.
17.0 Assignment
Neither Party shall delegate any obligations under this Agreement or
assign this Agreement or any interest or rights hereunder without the prior
written consent of the other Party, except incident to the sale or transfer of
all or substantially all of such Party's business.
18.0 Controlling Law
This Agreement will be governed by the laws of the State of
California, U.S.A., as applied to agreements wholly negotiated and performed in
the State by its residences, and litigation concerning
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this Agreement shall be brought exclusively in courts located in Santa Clara
County, California, U.S.A. The Parties expressly reject any application of the
United Nations Convention on Contracts for the International Sale of Goods.
19.0 Notices
All notices required to be sent by either Party under this
Agreement will be effective when received by the notified Party if delivered to
the addresses set forth in the Preamble, attention General Counsel if to Altera
and attention Legal Counsel if to TSMC, or to such other address and/or
attention as may subsequently be designated in writing by notice complying with
and specifically referring to this Article 19.0.
20.0 Dispute Resolution Process
Should any dispute not be resolved within thirty (30) days to the
satisfaction of both Parties, both Parties agree to elevate the issue to a
senior executive officer of the respective Parties prior to initiating any
litigation with respect to such issue.
21.0 Entire Agreement
This document, including the exhibits, is the entire understanding
between Altera and TSMC with respect to the subject matter hereof and merges
all prior agreements, dealings, and negotiations. The terms of this Agreement
shall govern the contract between the Parties for the sale and purchase of
wafers (the "Sales Contract"). Any terms or conditions printed on the face or
reverse side of any purchase order form and/or any acknowledgment or acceptance
form shall not be part of this Agreement nor shall constitute the terms and
conditions of the Sales Contract, even in case such form as provided by one
Party is signed and returned by the other Party, unless both Parties hereto
expressly agree in writing to include. any terms or conditions in this
Agreement or the Sales Contract. No modification, alteration, or amendment
shall be effective unless in writing and signed by a duly authorized
representative of each Party. No waiver of any breach shall be held to be a
waiver of any other or subsequent breach.
22.0 Exhibits
The following exhibits attached hereto are incorporated herein by
reference:
Exhibit 1.l Altera parametric Test Specifications and Procedures
Exhibit 2.1.1 TSMC Process Design Information
Exhibit 2.1.2 Altera Product Design Information
Exhibit 2.2.1 Process/Product Qualification Plan
Exhibit 2.2.2 Reliability and Quality Specifications
Exhibit 4.2 Audit Procedures
Exhibit 7.3 Device Acceptance Testing Criteria
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Authorized Signatures
For the purpose of binding the Parties to the terms and conditions of
this Agreement as of the Effective Date, the duly authorized representatives of
the Parties have signed their names on the indicated dates.
TAIWAN SEMICONDUCTOR ALTERA CORPORATION
MANUFACTURING CO., LTD.
By: /S/DONALD BROOKS By: /S/RODNEY SMITH
---------------------------------- ----------------------------------
Donald Brooks Rodney Smith
President President
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EXHIBIT 1.1
*** CONFIDENTIAL TREATMENT REQUESTED ***
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EXHIBITS [TO BE PREPARED]
2.1 DESIGN RULE AND PARAMETRIC
2.2.1 PROCESS AND PRODUCT QUALIFICATION PLAN
2.2.2 RELIABILITY AND QUALITY SPECIFICATIONS
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EXHIBIT 4.2
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EXHIBIT 7.3
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