request shall thereafter be given to such party as above provided at such
changed address.
6.4 NO RULE OF STRICT CONSTRUCTION. REGARDLESS OF WHICH PARTY MAY HAVE DRAFTED
THIS AGREEMENT, NO RULE OF STRICT CONSTRUCTION SHALL BE APPLIED AGAINST EITHER
PARTY. IF ANY PROVISION OF THIS AGREEMENT IS DETERMINED BY A COURT TO BE
UNENFORCEABLE, THE PARTIES SHALL DEEM THE PROVISION TO BE MODIFIED TO THE EXTENT
NECESSARY TO ALLOW IT TO BE ENFORCED TO THE EXTENT PERMITTED BY LAW, OR IF IT
CANNOT BE MODIFIED, THE PROVISION WILL BE SEVERED AND DELETED FROM THIS
AGREEMENT, AND THE REMAINDER OF THE AGREEMENT WILL CONTINUE IN EFFECT.
6
6.5
TAXES. EACH PARTY SHALL BE RESPONSIBLE FOR THE PAYMENT OF ITS OWN TAX
LIABILITY ARISING FROM THIS TRANSACTION.
6.6
ENTIRE AGREEMENT. THIS AGREEMENT EMBODIES THE ENTIRE UNDERSTANDING OF THE
PARTIES WITH RESPECT TO THE SUBJECT MATTER HEREOF, AND MERGES ALL PRIOR
DISCUSSIONS BETWEEN THEM, AND NEITHER OF THE PARTIES SHALL BE BOUND BY ANY
CONDITIONS, DEFINITIONS, WARRANTIES, UNDERSTANDINGS, OR REPRESENTATIONS WITH
RESPECT TO THE SUBJECT MATTER HEREOF OTHER THAN AS EXPRESSLY PROVIDED HEREIN. NO
ORAL EXPLANATION OR ORAL INFORMATION BY EITHER PARTY HERETO SHALL ALTER THE
MEANING OR INTERPRETATION OF THIS AGREEMENT.
6.7 MODIFICATION; WAIVER. NO MODIFICATION OR AMENDMENT TO THIS AGREEMENT, NOR
ANY WAIVER OF ANY RIGHTS, WILL BE EFFECTIVE UNLESS ASSENTED TO IN WRITING BY THE
PARTY TO BE CHARGED, AND THE WAIVER OF ANY BREACH OR DEFAULT WILL NOT CONSTITUTE
A WAIVER OF ANY OTHER RIGHT HEREUNDER OR ANY SUBSEQUENT BREACH OR DEFAULT.
6.8 GOVERNING LAW. THIS AGREEMENT AND MATTERS CONNECTED WITH THE PERFORMANCE
THEREOF SHALL BE CONSTRUED, INTERPRETED, APPLIED AND GOVERNED IN ALL RESPECTS IN
ACCORDANCE WITH THE LAWS OF THE UNITED STATES OF AMERICA AND THE STATE OF
CALIFORNIA, WITHOUT REFERENCE TO CONFLICT OF LAWS PRINCIPLES.
6.9 JURISDICTION. INTEL AND CYMER AGREE THAT ALL DISPUTES AND LITIGATION
REGARDING THIS AGREEMENT AND MATTERS CONNECTED WITH ITS PERFORMANCE SHALL BE
SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS OF THE STATE OF CALIFORNIA
OR OF THE FEDERAL COURTS SITTING THEREIN.
6.10 DISPUTE RESOLUTION. ALL DISPUTES ARISING DIRECTLY UNDER THE EXPRESS TERMS
OF THIS AGREEMENT OR THE GROUNDS FOR TERMINATION THEREOF SHALL BE RESOLVED AS
FOLLOWS:
FIRST, THE SENIOR MANAGEMENT OF BOTH PARTIES SHALL MEET TO ATTEMPT TO
RESOLVE SUCH DISPUTES. IF THE SENIOR MANAGEMENT CANNOT RESOLVE THE DISPUTES,
EITHER PARTY MAY MAKE A WRITTEN DEMAND FOR FORMAL DISPUTE RESOLUTION. WITHIN
THIRTY (30) DAYS AFTER SUCH WRITTEN DEMAND, THE PARTIES AGREE TO MEET FOR ONE
DAY WITH AN IMPARTIAL MEDIATOR AND CONSIDER DISPUTE RESOLUTION ALTERNATIVES
OTHER THAN LITIGATION. IF AN ALTERNATIVE METHOD OF DISPUTE RESOLUTION IS NOT
AGREED UPON WITHIN THIRTY (30) DAYS AFTER THE ONE-DAY MEDIATION, EITHER PARTY
MAY BEGIN LITIGATION PROCEEDINGS.
6.11
CONFIDENTIALITY OF TERMS. THE PARTIES HERETO SHALL KEEP THE TERMS OF THIS
AGREEMENT CONFIDENTIAL AND SHALL NOT NOW OR HEREAFTER DIVULGE THESE TERMS TO ANY
THIRD PARTY EXCEPT:
(A)
WITH THE PRIOR WRITTEN CONSENT OF THE OTHER
PARTY; OR
(B)
TO ANY GOVERNMENTAL BODY HAVING