WHETHER OR NOT
SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THESE LIMITATIONS
WILL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED
REMEDY. IN ADDITION, NEITHER PARTY WILL BE LIABLE FOR: (i) AMOUNTS ASSESSED OR
AWARDED ON THE VALUE OF SERVICES OR AN ASSEMBLY OF PRODUCTS, DEVICES OR
COMPONENTS THAT INCLUDES A PRODUCT, SUBJECT TO A CLAIM UNDER ARTICLE 10 , WHERE
THAT CLAIM INCLUDES A DEMAND FOR DAMAGES ASSOCIATED WITH THE ENTIRE ASSEMBLY
(E.G., DAMAGES BASED UPON THE "ENTIRE MARKET VALUE" RULE); OR (ii) AMOUNTS
ASSESSED OR AWARDED BASED ON THE VALUE OR SALES PRICE OF ANY PRODUCTS, DEVICES,
COMPONENTS OR SERVICES OTHER THAN A PRODUCT INDEMNIFIED UNDER THIS AGREEMENT,
WHEN AN ASSESSMENT OR AWARD INCLUDES AN ALLEGATION THAT THOSE OTHER ITEMS WOULD
HAVE BEEN SOLD TOGETHER WITH, OR AS SPARE PARTS SOLD FOR, A PRODUCT SUBJECT TO A
CLAIM UNDER ARTICLE 10 (E.G., "CONVOYED SALES" OR "DERIVATIVE SALES").
13.3
EXCEPT FOR (A) LIABILITY FOR AMOUNTS COMPRISING A JUDGMENT OR SETTLEMENT PAID TO
A THIRD PARTY AND LEGAL FEES AND COSTS PURSUANT TO ARTICLE 10 IN CONNECTION WITH
AN INTEL COVERED CLAIM OR CUSTOMER COVERED CLAIM; (B) INFRINGEMENT OR
MISAPPROPRIATION OF A PARTY'S INTELLECTUAL PROPERTY RIGHTS; (C) A BREACH OF THE
OBLIGATIONS OF CONFIDENTIALITY SET FORTH IN ARTICLE 8 (CONFIDENTIALITY); (D)
INTEL'S INDEMNITY OBLIGATIONS ARISING FROM ASSERTED INFRINGEMENT BY THIRD PARTY
INTELLECTUAL PROPERTY SUBLICENSED BY INTEL TO CUSTOMER, AS TO WHICH INTEL'S
LIABILITY WILL BE LIMITED TO BE COEXTENSIVE WITH AMOUNTS RECOVERABLE BY INTEL
PURSUANT TO SUCH THIRD PARTY'S INDEMNIFICATION OBLIGATIONS TO INTEL; (E) INTEL'S
LIABILITY PURSUANT TO SECTION , AS TO WHICH INTEL'S LIABILITY WILL BE
LIMITED TO A CUMULATIVE [*****]; OR (F) INTEL'S LIABILITY PURSUANT TO SECTION
, IN NO EVENT WILL EITHER PARTY'S TOTAL CUMULATIVE LIABILITY FOR CLAIMS
OR CAUSES
________________________________________
[*****] Confidential portions of this document have been redacted and filed
separately with the Securities and Exchange Commission.
Intel-Altera Amended and Restated Foundry and Manufacturing Customer
Agreement
Page 44
Final
ARISING OUT OF THIS AGREEMENT OR THE TRANSACTION CONTEMPLATED THEREBY, EXCEED
THE SUM PAID OR PAYABLE TO INTEL BY CUSTOMER DURING THE [*****] PERIOD
IMMEDIATELY PRECEDING THE TENDER OF THE CLAIM FOR PRODUCTS MANUFACTURED FOR OR
DELIVERED TO CUSTOMER UNDER THIS AGREEMENT. THE EXISTENCE OF MORE THAN ONE CLAIM
AGAINST THE PARTICULAR PRODUCTS MANUFACTURED FOR OR DELIVERED TO CUSTOMER UNDER
THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMIT.
13.4
Essential Element. THE PARTIES UNDERSTAND AND AGREE THAT THE FOREGOING LIABILITY
LIMITATIONS ARE ESSENTIAL ELEMENTS OF THIS AGREEMENT AND THAT IN THE ABSENCE OF
SUCH LIMITATIONS THE MATERIAL AND ECONOMIC TERMS OF THIS AGREEMENT WOULD BE
SUBSTANTIALLY DIFFERENT.
13.5
REGARDLESS OF CAUSE OR REASON FOR DAMAGE (WHETHER ACCIDENT, NEGLIGENCE, OR
OTHERWISE) INTEL WILL HAVE NO LIABILITY (DIRECT, CONSEQUENTIAL OR OTHER) FOR, IN
CONNECTION WITH OR ARISING FROM TANGIBLE PROPERTY FURNISHED FOR USE AT OR LEFT
AT INTEL; and, by delivering or entrusting property to Intel, Customer expressly
confirms this limitation. Notwithstanding this limitation, Intel will replace,
or