XILINX AND
XILINX RESERVES THE RIGHT TO REFUSE ANY ORDER OR REQUIREMENTS OF DISTRIBUTOR.
12.3
DISTRIBUTOR MAY CHANGE OR CANCEL ORDERS OR RESCHEDULE SHIPMENT
DATES FOR ANY PRODUCTS ORDERED, PROVIDED THAT DISTRIBUTOR NOTIFIES XILINX AT
LEAST THIRTY (30) DAYS PRIOR TO THE CURRENT SHIPMENT DATE. "SHIPMENT DATE" MEANS
THE DATE ON WHICH THE PRODUCTS ARE TO BE SHIPPED FROM THE XILINX DESIGNATED
LOCATION.
NOTWITHSTANDING THE ABOVE, ON AN EXCEPTION BASIS, DISTRIBUTOR MAY
CANCEL ERRONEOUS PURCHASE ORDERS WITHIN FIVE (5) DAYS OF ISSUANCE THEREOF.
12.4
DISTRIBUTOR CONSIDERS "ON-TIME-DELIVERY" TO BE [* * *] DAYS EARLY,
AND [* * *] DAYS LATE. IN CASES WHERE THE DISTRIBUTOR'S REQUIRED DOCK DATE
PRECEDES XILINX'S MOST CURRENT ACKNOWLEDGMENT, AND WHERE XILINX CAN IMPROVE THE
SHIPMENT RESPONSE, XILINX WILL SHIP ACCORDINGLY WITHOUT PRIOR NOTIFICATION TO
DISTRIBUTOR.
IN THE EVENT DISTRIBUTOR'S CUSTOMER CANCELS AN ORDER WITH
DISTRIBUTOR DUE TO XILINX LATE DELIVERY, DISTRIBUTOR MAY CANCEL THE ORDER AT NO
COST.
13.
EXPORT/REEXPORT
13.1
Distributor shall be responsible for obtaining all export and
import consents and licenses in connection with the purchase and resale of the
Products under this Agreement.
13.2
Distributor agrees that without a Bureau of Industry Security (BIS)
Export License or a valid License Exception, it shall not: re-export or release
any/all Product, technology, software, or source code for the software to a
company and/or a national of a country in Country Groups D:1 or E:2 (refer to
countries in the below groups) as amended from time to time by the BIS (see
); export the direct product of the technology or software
to these countries, if such foreign produced direct product is subject to
national security controls as identified on the Commerce Control List; if the
direct product of the technology is a complete plant or any major component of a
plant, export the direct product of the manufacturing plant or major component
thereof to these countries when the foreign produced direct product is subject
to the BIS Rules and Regulations.
13.2.1
D:1 ALBANIA, ARMENIA, AZERBAIJAN, BELARUS, BULGARIA, CAMBODIA, CHINA
(PRC), ESTONIA, GEORGIA, KAZAKHSTAN, KYRGYZSTAN, LAOS, LATVIA, LITHUANIA, MACAU,
MOLDOVA, MONGOLIA, ROMANIA, RUSSIA, TAJIKSTAN, TURKMENISTAN, UKRAINE, UZBEKISTAN
, VIETNAM; AND
13.2.2
E:2
Cuba, Iran, Libya,
North Korea, Sudan and Syria.
13.3
DISTRIBUTOR FURTHER AGREES TO MAKE REASONABLE COMMERCIAL EFFORTS TO
ENSURE THAT PRODUCT, TECHNOLOGY, SOFTWARE, OR SOURCE CODE SUPPLIED HEREUNDER
WILL NOT BE USED DIRECTLY OR INDIRECTLY IN THE DESIGN,
XILINX CONFIDENTIAL
Note: Confidential treatment has been requested for the portion of this Exhibit
10.1 designated with [* * *].
The copy filed herewith omits the information
subject to the confidentiality request.
A complete version of this Exhibit has
been filed separately.
MANUFACTURE OR DEVELOPMENT OF NUCLEAR, CHEMICAL OR BIOLOGICAL WEAPONS, NOR USED
BY NUCLEAR END-USERS/END-USES.
13.4
DISTRIBUTOR FURTHER AGREES THAT, IN CONNECTION WITH THE RESALE OF
PRODUCTS TO LOCAL DEFENSE-RELATED COMPANIES, THAT THE DISTRIBUTOR WILL COMPLY
WITH THE EXPORT/RE-EXPORT RULES AND REGULATIONS ADMINISTERED BY THE U.S.
DEPARTMENT OF COMMERCE - BUREAU OF INDUSTRY AND SECURITY AND THE TERMS OF
XILINX'S EXPORT COMPLIANCE