f10k12312009ex10-64.htm


    
      

    


    Exhibit
10.64*

    


    *  Confidential
treatment has been granted or requested with respect to portions of this
exhibit, and such confidential portions have been deleted and separately filed
with the Securities and Exchange Commission.

    


    Semiconductor
Services Attachment No. 4

    To
Custom Sales Agreement No. 3637

    


    This
Attachment is incorporated into Custom Sales Agreement No. 3637 as Attachment
No. 4 (“Attachment”).    The term of this Attachment
commences on the date identified below by the second party to sign this
Attachment; however, if Customer fails to identify a date of signing, the term
of this Attachment commences on the date of signing identified by IBM (the
“Effective Date”) and will remain in effect until IBM provides the deliverables
and Services in accordance with this Attachment, unless earlier terminated or
extended in accordance with this Attachment or the Agreement. This
Attachment is governed by the terms and conditions of the
Agreement.

    


    Definitions:

    


    “Customer Tools” means those
tools provided by Customer and identified in Table 2.1 of Part A of Attachment
1.  All Customer Tools remain the property of Customer and will be
insured by Customer against risk of loss.

    “Decontamination” means the
standard industry definition of this term.

    “Disconnect” means the
standard industry definition of this term and also includes crating and
packaging of Customer’s tools and Peripheral Equipment.

    “E0” means the date when the
Customer-provided deposition tool is ready for process, estimated to be T0 + 100
days.

    “F-RAM Technology” means
Customer’s Ferroelectric Random Access Memory that will be transferred,
developed and used in conjunction with IBM’s
base     ***      technology.

    “IBM Deliverables” IBM
Deliverables means any part, specification, design, design data, document,
report, data, design software or the like, which is owned or licensed from a
third party by IBM and which IBM delivers to Customer under this
Attachment.

    “L1” means “Level 1 process
qualification” as such term is defined in Section 3.1 of the JEDEC/Fabless
Semiconductor Association Foundry Process Qualification Guidelines (document
JP001.01).

    “Peripheral Equipment” means
all of the Customer-provided equipment required for IBM to perform the Services
described in this Attachment.

    “T0” means the date that IBM
accepts Customer’s initial purchase order to perform the Services as described
in this Attachment.

    “Tool Qualification Plan”
means the plan jointly defined by the parties for the qualification of Customer
Tools installed at IBM’s Essex Junction facility.

    “Transport” means the standard
industry definition of this term.

    


    ____________

    


    Confidential
Information (indicated by  ***  ) has been omitted and filed
separately with the Securities and Exchange Commission.


    
      
         


      

      
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    1.0   SCOPE
OF WORK

    


    1.1  IBM
will perform the Services and provide the IBM Deliverables identified in Part A
of this Attachment.

    


     

    1.2  Customer
will provide IBM with the Customer’s Items and cooperate with IBM to enable IBM
to perform Services in accordance with the Agreement.

     

    2.0   EQUIPMENT AND
DATA

     

    Customer
will provide IBM with sufficient, free, and safe access to the Customer
facilities, computers, equipment, data, and materials as are reasonably required
by IBM to perform the Services hereunder.

    


    3.0   SUBCONTRACTORS

    


    IBM may
subcontract Services to be performed hereunder.  Notwithstanding this
Section, IBM's use of subcontractors will not relieve IBM of the responsibility
for the subcontractor's performance, and IBM's obligations and responsibilities
assumed under the Agreement will be made equally applicable to
subcontractors.

    


    4.0   TRAVEL
EXPENSES

    


    Travel
expenses for IBM, if applicable, are identified in Part A of this
Attachment.

    


    5.0   CHANGE
CONTROL

    


    5.1  Either
party may, by written notice to the other, request changes to the specifications
or work scope for the Services described in this
Attachment.  “Engineering Change Orders” or “ECOs” are changes to the
specifications or work scope for the Services or delays initiated by
Customer.  In the event an ECO will impact the schedule, require
additional Services, and/or increase the price for the Services or IBM
Deliverables, IBM will provide Customer with an ECO Change Form or an IBM quote,
which will set forth the estimated effect of the ECO on the
schedule  Services and charges and/or prices.  Customer will
respond to any such ECO Change Form or quote by providing any objections or
accepting the changes.  Once an ECO Change Form or quote is accepted,
if the ECO Change Form or quote contained additional Services charges, Customer
will provide IBM with a purchase order for any additional Services resulting
from the change and/or schedule delay.  Once ten (10) business days
have passed from Customer’s receipt of the ECO Change Form or quote, IBM may
stop work until all issues related to the ECO are resolved and IBM accepts any
purchase order if additional Services are required.  The parties will
promptly amend this Attachment to incorporate any agreed-to changes that affect
the Services description and/or pricing.

    


    6.0   ORDERS

    


    6.1  Customer
will request Services by issuing written purchase orders to
IBM.  Purchase orders for Services will only specify:

    a)  Customer’s
purchase order number;

    b)  Customer’s
tax status - exempt or non-exempt;

    c)  ship
to location - complete address;

    d)  bill
to location - complete address;

    e)  order
from location - complete address;

    f)  the
applicable price for the Services.

    



    
      
         


      

      
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    7.0   CANCELLATION

    


    7.1  Customer
may not cancel the Services to be performed under this Attachment.  In
the event of a termination of the Base Agreement and/or this Attachment, the
terms and conditions of Section 13.0 of the Base Agreement will
apply.

    


    8.0   NOTICES

    


    Pursuant
to Section 15 of the Agreement, any notices hereunder will be given to the
Contract Coordinators stated below.

    


    Contract
Coordinators:

    
      	
              Customer:
      Bob Djokovich

              Address:
      1850 Ramtron Dr. Colorado Springs, CO 80921

              Phone:
      (719)481-7202

              Fax:
      (719)481-9294

              Email:
      Bob.djokovich@ramtron.com

            	
              IBM:            WW
      Contracts & Business Practices

              IBM
      Microelectronics

              1000 River Street,
      967Q

              Essex Jct.
      VT  05452

              Fax:  802-769-3988

            


    

    


    9.0   Confidential
Information

    


                          ***              Neither
party will disclose the terms or conditions of this Agreement without the other
party’s prior written approval, except Customer may disclose the terms or
conditions of this Agreement as part of Customer’s 8K disclosure to the
Securities and Exchange Commission (SEC). Customer shall submit its proposed
disclosure to IBM for approval prior to disclosing to the SEC, such approval not
to be unreasonably withheld. For the avoidance of doubt, any such disclosure to
the SEC shall not include any pricing or the contents of Part A of this
Attachment.

    


    10.0    ***

    


    ***

    


    This
Attachment and the Agreement are the complete agreement regarding the
transactions covered by this Attachment and replace any prior oral or written
communications between Customer and IBM with respect to such
transactions.  In entering into this Attachment, neither party is
relying on any representation that is not specified in the Agreement including
without limitation any representations concerning: (a) estimated completion
dates, hours, or charges to provide any IBM Deliverable or Service; (b)
performance or function of any IBM Deliverable or system, other than as
expressly warranted in the Agreement; (c) the experiences or recommendations of
other parties; or (d) results or savings Customer may
achieve.  Additional or different terms in any written communication
from Customer, except for those written communications that the parties have
expressly agreed in the Agreement to have an effect between the parties (such as
the quantities and part numbers specified in a purchase order), are
void.

    


    


    ____________

    


    Confidential
Information (indicated by  ***  ) has been omitted and filed
separately with the Securities and Exchange Commission.


    
      
         


      

      
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    Accepted
and Agreed To:

    


    
      	
              Ramtron
      International Corporation

               

              By:  /s/ Bill
      Staunton

              Bill
      Staunton

               

              Authorized
      Signature

               

              Name:  Bill
      Staunton

               

              Title:  Chief
      Executive Officer

               

              Date:  December
      31, 2009

            	
              International
      Business Machines Corporation

               

              By: /s/ Harold E. Saxton

              Harold
      E. Saxton

               

              Authorized
      Signature

               

              Name:  Harold
      E. Saxton

               

              Title:
      Executive Manager, MD Sales Contracts & Negotiations, IBM
      STG

               

              Date:  December
      31, 2009

               

            


    

    



    
      
         


      

      
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