EX-10.I.E



 







Exhibit 10(i)(E)




Confidential




Global
Service Agreement




by and between




Infineon Technologies AG, Munich, Germany 
-
hereinafter referred to as “IFX” -




and




Qimonda AG, Munich, Germany 
-
hereinafter referred to as “Qimonda” -




- IFX and Qimonda may hereinafter be collectively referred to as the “Parties” and severally referred to

as a “Party” -




Preamble





	1.	 	With effect as of May 1, 2006, Infineon Technologies AG and its Subsidiaries will
transfer their worldwide activities in the field of developing, manufacturing, marketing
and selling memory products and technologies into Qimonda and its Subsidiaries.






	2.	 	Although Qimonda and its Subsidiaries shall to the extent reasonably feasible develop
their business independent from IFX and its Subsidiaries, various services from IFX and
its Subsidiaries to Qimonda and its Subsidiaries, and vice versa, are required in order
to ensure cost-efficient operations within the two groups.






	3.	 	The Parties intend to provide for a standardized and balanced legal framework for such
services, and to provide such mutual services to each other on the terms and conditions
as more particularly described and set out in this Agreement and individual Service Level
Agreements hereunder.





Qimonda and IFX therefore agree as follows:





Definitions:




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“Subsidiary” shall mean any company in which, presently or in the future, any Party owns more
than fifty percent (50%) of such company’s voting capital or controlling interest, provided that a
Subsidiary shall be deemed to be a Subsidiary only as long as such percentage of voting capital or
controlling interest prevails. For the purposes of this Agreement, Qimonda and its Subsidiaries
shall not be deemed to be Subsidiaries of IFX.



“Qimonda Group” shall mean MP AG and its Subsidiaries.



“IFX Group” shall mean IFX and its Subsidiaries.





	1.	 	Scope of Services






	1.1	 	Except as set out Section 1.2 below, all worldwide services by the IFX Group to the Qimonda
Group and vice versa, shall be subject to this Agreement. The worldwide services hereunder by
the Parties and their Subsidiaries may include, inter alia, services in the following areas
(“Services”):






	 	•	 	facility management including provision of utilities
	 
	 	•	 	lease or sublease of office space
	 
	 	•	 	services in the area of accounting, consolidation, SOX-compliance, treasury, finance
	 
	 	•	 	purchasing support
	 
	 	•	 	consulting in the areas of real estate and building
	 
	 	•	 	services in the area of human resources
	 
	 	•	 	sales support services






	1.2	 	This Agreement shall, however, not apply to any services in the areas of






	 	•	 	Manufacturing services, such as foundry, backend, module manufacturing or testing
	 
	 	•	 	Supply of products and distribution of products
	 
	 	•	 	License of software and technologies
	 
	 	•	 	Research and development services
	 
	 	•	 	IT services, such as IT maintenance and support
	 
	 	•	 	Accounting services by the IFX branch European Shared
Accounting Services (“ESAS”) and
	 
	 	•	 	other services which, due to their specific nature, can not appropriately be
covered by a Service Level Agreement under this Agreement.






	 	 	Due to their specific nature, such services will be covered by separate agreements for the
respective specific purpose.





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	1.3	 	The scope of the Services, the applicable remuneration for the specific Services as well
as other service-specific regulations shall be agreed in individual Service Level Agreements
based on the template for Service Level Agreements attached hereto in Exhibit 1.
Service Level Agreements shall be entered into between the respective legal entities that
provide or receive the individual Services and should expressly reference this Agreement.






	2.	 	 Place and nature of performance, subcontractors






	2.1	 	Unless otherwise agreed in writing, the place of performance of the Services shall be at the
office of the respective entity performing the Service.






	2.2	 	Unless otherwise agreed in writing, the Services shall be provided in a form which is common
for such Services in the general course of business of the service provider.






	2.3	 	Unless otherwise agreed in the applicable Service Level Agreement, the service provider may
either provide the respective services itself or through an affiliated or non-affiliated
subcontractor. In case the service provider intends to enter into a new agreement with a
non-affiliated subcontractor for certain Services which have so far been provided by the
service provider himself, the service provider and the service recipient shall seek mutual
agreement on the subcontractor and on the terms under which the
Services may be subcontracted.
In case the service provider and the service do not agree on such matters within 8 weeks,
either of them may — within 14 days after the effort to
agree on subcontracting failed —
terminate the respective Services under the applicable Service Level Agreement by written
notice upon 90 days prior written notice.






	2.4	 	To the extent the Service is provided by a non-affiliated subcontractor, the terms of the
subcontract, especially cooperation obligations, liability, confidentiality, applicable law
(but except for pricing, payment terms and dispute resolution), shall apply accordingly for
the provision of the respective Services hereunder.






	3.	 	 Liability






	3.1	 	In the performance of the obligations and Services pursuant to this Agreement and the
individual Service Level Agreements, both Parties and their Subsidiaries shall only be
obliged to accept responsibility for the level of care which it also customarily applies in
its own matters.





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	3.2	 	If any Services are not performed at the proper time or are performed in a faulty manner
and the service providing entity is responsible for the delay or faulty performance, it shall
be obliged to remedy and perform the required Services in a satisfactory manner within a
reasonable period of time.






	3.3	 	Any claims for damages on the basis of this Agreement and the individual Service Level
Agreements, shall be excluded, irrespective of their legal basis, unless the damage was caused
in a grossly negligent or malicious manner. In the event of damages being caused by gross
negligence, the service providing entity’s total liability in any calendar year shall be
limited to the total of the payments made to it under the respective Service Level Agreement
in the respective calendar year.






	3.4	 	In case the service provider has subcontracted all or part of the Services to a third party,
the service recipient may request the assignment of the right to claim damages for damages
that the service recipient incurred due to delay, faulty performance or other breaches of the
subcontract.





4.
    Remuneration





	4.1	 	The consideration for providing individual Services shall be set out in the respective
Service Level Agreement. Such consideration in the Service Level Agreement shall be determined
based on the actual or estimated Total Cost of the service provider for the provision of the
services plus a margin of 3 %. This margin shall apply from May 1, 2006 to September 30, 2006.
Each September, the Parties shall review and mutually agree on the margin applicable for any
period after September 30, 2006 from October 1 until September 30 of the following year.
	 
	 	 	For the purpose hereof, “Total Cost” shall mean the sum of:
	 
	 	 	— Gross personnel expenses including personnel total target compensation and social security
	 
	 	 	— Related travel and entertainment expenses
	 
	 	 	— Infrastructure cost adder for rent, facility services, infrastructure and IT based on
local average adders of the service provider
	 
	 	 	— Overhead cost adder for management and other overhead functions based on average adder of the service provider
	 
	 	 	— External expenses related to the respective Services






	4.2	 	In case the parties agree on a service fee based on actual Total Cost, the service provider
shall, upon request of the service recipient, disclose the relevant documentation and
calculation of the Total Cost. In case of any discrepancies between actual Total Cost and the
costs invoiced, the





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	 	 	service provider shall issue a credit note or an additional invoice, as the case may be, for
the discrepancy.
	 
	4.3	 	Unless otherwise agreed in writing, the remuneration for any individual Services shall be
invoiced quarterly in arrears and be paid within 30 days of receipt of the invoice.
	 
	5.	 	Confidentiality






	5.1	 	All information and documents received by the Parties or their Subsidiaries or to which
access is granted (e.g. via data banks) in connection with this Agreement, even if not
expressly designated as business or trade secrets, shall only be used by the receiving Party
and their Subsidiaries for the performance of its obligations under this Agreement. For as
long as and to the extent that they are not generally known or the respective other Party to
the Agreement has not previously consented in writing to them being made known, the receiving
Party and its Subsidiaries shall treat the information and documents as confidential with
regard to third parties who are not involved in the performance of any obligation under this
Agreement.
	 
	 	 	If a Party or its Subsidiaries has to process personal data as part of this Agreement, they
shall comply with the data protection legislation, agree to take data security measures and
enable the other Party to keep itself informed regarding compliance. These obligations shall
also continue to apply after the termination of this Agreement according to the applicable
laws.






	5.2	 	The Parties shall ensure that their employees, subcontractors and agents maintain the secrecy
of all business or trade secrets to which they have access on the basis of their work or to
which they are given access as a result of this Agreement, and the Parties shall also impose
this confidentiality obligation upon them in respect of the relevant period required under
applicable laws after the termination of their employment agreements.






	6.	 	Term of this Agreement
	 
	6.1	 	This Agreement shall come into force on May 1, 2006.






	6.2	 	If any party to a Service Level Agreement defaults in its obligations under a Service Level
Agreement despite being given not less than 30 days written notice to remedy the same, the
other






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	 	 	party to that Service Level Agreement may terminate the same forthwith by written notice
to the defaulting party.
	 
	6.3	 	Unless explicitly agreed otherwise for any specific Service in any Service Level Agreement,
either Party to a Service Level Agreement may terminate the Service Level Agreement for
convenience with 90 days prior written notice. However, any Services which have been
subcontracted can in no case be terminated for convenience within a shorter notice period than
set out in the respective subcontract.
	 
	6.4	 	This Global Services Agreement shall terminate once all Service Level Agreements hereunder
have expired or been terminated.
	 
	7.	 	Miscellaneous
	 
	7.1	 	Force Majeure
	 
	 	 	Neither Party shall be liable to the other for failure or delay in the performance of any of
its obligations under this Agreement for the time and to the extent such failure or delay is
caused by force majeure such as, but not limited to, riots, civil commotions, wars, strikes,
freight embargo, lock-outs, hostilities between nations, governmental laws, orders or
regulations, actions by the government or any agency thereof, storms, fires, sabotages,
explosions or any other contingencies beyond the reasonable control of the respective Party and
of its sub-contractors. In such events, the affected Party shall immediately inform the other
Party of such circumstances together with documents of proof and the performance of obligations
hereunder shall be suspended during, but not longer than, the period of existence of such cause
and the period reasonably required to perform the obligations in such cases. The affected Party
shall take commercially reasonable steps to mitigate damages arising out of the force majeure
event.
	 
	7.2	 	Language and Notices
	 
	 	 	Any notices permitted or required hereunder shall be made by registered mail or by telefax and
confirmed by registered mail to the following addresses or such other addresses as submitted
by a Party to the other from time to time in writing:





	 	 	 	 	 
	 

	 	If to “Qimonda”:
	 	If to Infineon:
	 

	 	Gustav-Heinemann Ring 212
	 	Infineon Technologies AG
	 

	 	Att: Legal Department
	 	Att: Legal Department
	 

	 	81739 München
	 	PO Box 80 09 49







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	 	Germany
	 	81609 München
	 

	 	 	 	Germany







	7.3	 	Export and Import Compliance
	 
	 	 	Export of controlled commodities, technical data, or information about such commodities or
data may be prohibited by law. Both Parties agree to take all steps reasonably necessary to
comply with applicable export and import laws and regulations as they apply to use and
distribution of the subject mater of this Agreement.
	 
	7.4	 	No Implied Licenses
	 
	 	 	Except if and to the extent specifically provided for in this Agreement, no rights or licenses
of any kind (whether express or implied) are granted hereunder. No right, expressed or
implied, is granted by this Agreement to a Party to use in any manner the name or any other
trade name or trademark of the other Party in connection with the performance of this
Agreement.
	 
	7.5	 	Non-Waiver
	 
	 	 	No express or implied waiver by any of the Parties to this Agreement or their Subsidiaries of
any breach of any term, condition or obligation of this Agreement of any Services Level
Agreement shall be construed as a waiver of any subsequent or continuing breach of that term,
condition or obligation or of any other term, condition or obligation of this Agreement of any
Services Level Agreement of the same or of a different nature. Any waiver, consent, or
approval of any kind regarding any breach, violation, default, provision or condition of this
Agreement of any Services Level Agreement must be in writing and shall be effective only to
the extent specifically set forth in such writing.
	 
	7.6	 	Entire Agreement
	 
	 	 	This Agreement together with the individual Service Level Agreements concluded under this
Agreement, and all documents referred to herein, constitutes the entire agreement between the
Parties with respect to the subject matter therein described, and supersedes any prior or
simultaneous communications, representations or agreements with respect hereto, whether oral or
written.






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	7.7	 	Written Form
	 
	 	 	Additions and amendments to this Agreement or any Services Level Agreement shall only be valid
if made in writing and duly signed by the Parties. The requirement of the written form itself
can only be waived in writing.
	 
	7.8	 	No Assignment
	 
	 	 	Neither Party may assign this Agreement or any Services Level Agreement, delegate its
obligations or assign its rights hereunder without the prior written consent of the other
Party.
	 
	7.9	 	No Agency
	 
	 	 	The Parties are independent contractors and nothing in this Agreement or any Services Level
Agreement is intended or shall be construed as one Party being an agent, partner, or joint
venturer of the other Party.
	 
	7.10	 	Governing Law
	 
	 	 	This Agreement and individual Service Level Agreements signed
hereunder shall be subject to the substantive law in force in Germany without reference to its conflicts of law provisions. The
application of the United Nations Convention on Contracts for the International Sale of Goods
of April 11, 1980 shall be excluded.
	 
	7.11	 	Dispute Resolution and Arbitration
	 
	 	 	The parties to the respective Service Level Agreement shall first attempt to resolve any disagreement or dispute arising in connection with this Agreement or any Service Level
Agreement by amicable negotiations. In the event that any disagreement or dispute cannot be
resolved by amicable negotiations between the parties to the respective Service Level
Agreement, they shall request IFX and Qimonda to act as joint mediators in order to finally
settle the disagreement or dispute.
	 
	 	 	To the extent that any disagreement or dispute can also not be resolved by with mediation of
IFX and Qimonda, any disagreements and disputes arising in connection with this Agreement or
relating to the validity thereof shall be finally decided in accordance with the arbitration
regulations of the German Arbitration Institution (Deutsche Institution für
Schiedsgerichtsbarkeit e.V.), Bonn, to the exclusion of legal proceedings. The arbitration
tribunal shall also be entitled to come to a binding decision regarding the validity of this
arbitration clause. The venue of the arbitration shall be Munich.






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	7.12	 	Severability
	 
	 	 	If any provision of this Agreement or any Services Level Agreement is held to be invalid,
Illegal or unenforceable under applicable law the remaining provisions shall continue to be in
full force and effect. The Parties undertake to replace the invalid provision or parts thereof
by a new provision which will meet as closely as possible the economic effect intended by the
Parties at the time of execution of this Agreement or the respective Services Level Agreement.




IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their
respective duly authorized representatives:




	 	 	 	 	 	 	 
	Infineon Technologies AG	 	Qimonda AG	 	 
	München, 21.04.06

	 	München,	 	 	 	 
	 

	 	 	 	 

	 	 






	 	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Michael Rute
 

	 	 
	 	By:
	 	/s/ Christin Eisenschmid
 

	 	 
	Name: Michael Rute	 	 	 	Name: Christin Eisenschmid	 	 
	Title:	 	 	 	Title: Corp. VP.
Planning and Controlling	 	 
	 
	 	 	 	 	 	 	 	 	 	 
	By:

	 	/s/ Horst Meyer
 

	 	 
	 	By:
	 	/s/ Michael Majerus
 

	 	 
	Name: Horst Meyer	 	 	 	Name: Michael Majerus	 	 
	Title: Corp. Legal Counsel	 	 	 	Title: CFO	 	 







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