OF WIP HEREUNDER FOR PURPOSES OF
DETERMINING COMPLIANCE WITH THE SPECIFICATIONS AND PERFORMANCE CRITERIA
HEREUNDER, PROVIDED THAT THE PROVISION OF SUCH SAMPLES SHALL NOT MATERIALLY
IMPACT MICRON'S NAND PRODUCT LINE OR ITS ABILITY TO MEET DELIVERY
9
REQUIREMENTS UNDER ANY ACCEPTED PURCHASE ORDER.
PRIOR TO REQUESTING SUCH
SAMPLES, THE JOINT VENTURE COMPANY SHALL USE GOOD FAITH EFFORTS TO DETERMINE
COMPLIANCE USING ALTERNATIVE METHODS, INCLUDING BUT NOT LIMITED TO THE REVIEW OF
DATA PROVIDED PURSUANT TO SECTION 2.9.
ANY SAMPLES PROVIDED HEREUNDER SHALL BE:
(I) LIMITED IN QUANTITY TO THE AMOUNT REASONABLY NECESSARY FOR THE PURPOSES
HEREUNDER; (II) INCLUDED IN THE PRICING; AND (III) INCLUDED IN ANY PERFORMANCE
REQUIREMENTS, IF ANY.
MICRON SHALL PROVIDE REASONABLE ASSISTANCE FOR THE SAFETY
AND CONVENIENCE OF THE JOINT VENTURE COMPANY IN OBTAINING THE SAMPLES IN SUCH
MANNER AS SHALL NOT UNREASONABLY HINDER OR DELAY MICRON'S PERFORMANCE.
6.4
HAZARDOUS MATERIALS.
(A)
IF PROBED WAFERS PROVIDED HEREUNDER INCLUDE HAZARDOUS MATERIALS AS
DETERMINED IN ACCORDANCE WITH APPLICABLE LAW, MICRON REPRESENTS AND WARRANTS
THAT MICRON AND MICRON'S EMPLOYEES, AGENTS, AND SUBCONTRACTORS, IF ANY, ACTUALLY
WORKING WITH SUCH MATERIALS IN SUPPLYING THE PROBED WAFERS HEREUNDER TO THE
JOINT VENTURE COMPANY SHALL BE TRAINED IN ACCORDANCE WITH APPLICABLE LAW
REGARDING THE NATURE OF AND HAZARDS ASSOCIATED WITH THE HANDLING, TRANSPORTATION
AND USE OF SUCH HAZARDOUS MATERIALS, AS APPLICABLE TO MICRON.
(B)
TO THE EXTENT REQUIRED BY APPLICABLE LAW, MICRON SHALL PROVIDE THE
JOINT VENTURE COMPANY WITH MATERIAL SAFETY DATA SHEETS (MSDS) EITHER PRIOR TO OR
ACCOMPANYING ANY DELIVERY OF PROBED WAFERS TO THE JOINT VENTURE COMPANY.
6.5
DISCLAIMER.
[***].
ARTICLE 7
CONFIDENTIALITY
7.1
PROTECTION AND USE OF CONFIDENTIAL INFORMATION.
ALL INFORMATION
PROVIDED, DISCLOSED OR OBTAINED IN CONNECTION WITH THIS AGREEMENT OR THE
PERFORMANCE OF ANY OF THE PARTIES' ACTIVITIES UNDER THIS AGREEMENT SHALL BE
SUBJECT TO ALL APPLICABLE PROVISIONS OF THE CONFIDENTIALITY AGREEMENT.
FURTHERMORE, THE TERMS AND CONDITIONS OF THIS AGREEMENT SHALL BE CONSIDERED
"CONFIDENTIAL INFORMATION" UNDER THE CONFIDENTIALITY AGREEMENT FOR WHICH EACH
PARTY IS CONSIDERED A "RECEIVING PARTY" UNDER SUCH AGREEMENT.
TO THE EXTENT
THERE IS A CONFLICT BETWEEN THIS AGREEMENT AND THE CONFIDENTIALITY AGREEMENT,
THE TERMS OF THIS AGREEMENT SHALL CONTROL.
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ARTICLE 8
INDEMNIFICATION
8.1
MUTUAL GENERAL INDEMNITY.
[***].
8.2
GENERAL PROCEDURES.
PROMPTLY AFTER THE RECEIPT BY ANY INDEMNIFIED
PARTY OF A NOTICE OF ANY THIRD PARTY CLAIM THAT AN INDEMNIFIED PARTY SEEKS TO BE
INDEMNIFIED UNDER THIS AGREEMENT, SUCH INDEMNIFIED PARTY SHALL GIVE WRITTEN
NOTICE OF SUCH THIRD PARTY CLAIM TO THE INDEMNIFYING PARTY, STATING IN
REASONABLE DETAIL THE NATURE AND BASIS OF EACH ALLEGATION MADE IN THE THIRD
PARTY CLAIM AND THE AMOUNT OF POTENTIAL INDEMNIFIED LOSSES WITH RESPECT TO EACH
ALLEGATION, TO THE EXTENT KNOWN, ALONG WITH COPIES OF THE RELEVANT DOCUMENTS
RECEIVED BY THE INDEMNIFIED PARTY EVIDENCING THE THIRD PARTY CLAIM AND THE BASIS
FOR INDEMNIFICATION SOUGHT.
FAILURE OF THE INDEMNIFIED PARTY TO GIVE SUCH
NOTICE SHALL NOT RELIEVE THE INDEMNIFYING PARTY FROM LIABILITY ON ACCOUNT OF
THIS INDEMNIFICATION, EXCEPT IF AND ONLY TO THE EXTENT THAT THE INDEMNIFYING
PARTY IS ACTUALLY