THIS AGREEMENT BE OR BECOME INEFFECTIVE BECAUSE OF CHANGES IN
APPLICABLE LAWS OR INTERPRETATIONS THEREOF, OR SHOULD THIS AGREEMENT FAIL TO
INCLUDE A PROVISION THAT IS REQUIRED AS A MATTER OF LAW, THE VALIDITY OF THE
OTHER PROVISIONS OF THIS AGREEMENT SHALL NOT BE AFFECTED THEREBY.
IF SUCH
CIRCUMSTANCES ARISE, THE PARTIES HERETO SHALL NEGOTIATE IN GOOD FAITH
APPROPRIATE MODIFICATIONS TO THIS AGREEMENT TO REFLECT THOSE CHANGES THAT ARE
REQUIRED BY APPLICABLE LAW.
14.9
THIRD PARTY RIGHTS.
NOTHING IN THIS AGREEMENT, WHETHER EXPRESS OR
IMPLIED, IS INTENDED OR SHALL BE CONSTRUED TO CONFER, DIRECTLY OR INDIRECTLY,
UPON OR GIVE TO ANY PERSON, OTHER THAN THE PARTIES HERETO, ANY LEGAL OR
EQUITABLE RIGHT, REMEDY OR CLAIM UNDER OR IN RESPECT OF THIS AGREEMENT OR ANY
COVENANT, CONDITION OR OTHER PROVISION CONTAINED HEREIN.
14.10
AMENDMENT.
THIS AGREEMENT MAY NOT BE MODIFIED OR AMENDED EXCEPT BY
A WRITTEN INSTRUMENT EXECUTED BY OR ON BEHALF OF EACH OF THE PARTIES TO THIS
AGREEMENT.
14.11
ENTIRE AGREEMENT.
THIS AGREEMENT AND THE APPLICABLE PROVISIONS OF
THE CONFIDENTIALITY AGREEMENT, WHICH ARE INCORPORATED HEREIN AND MADE A PART
HEREOF, TOGETHER WITH THE EXHIBITS AND SCHEDULES HERETO AND THE AGREEMENTS AND
INSTRUMENTS EXPRESSLY PROVIDED FOR HEREIN, CONSTITUTE THE ENTIRE AGREEMENT OF
THE PARTIES HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF AND SUPERSEDE ALL
PRIOR AGREEMENTS AND UNDERSTANDINGS, ORAL AND WRITTEN, BETWEEN THE PARTIES
HERETO WITH RESPECT TO THE SUBJECT MATTER HEREOF.
14.12
CHOICE OF LAW.
[***].
14.13
JURISDICTION; VENUE.
[***].
17
14.14
HEADINGS.
THE HEADINGS OF THE ARTICLES AND SECTIONS IN THIS
AGREEMENT ARE PROVIDED FOR CONVENIENCE OF REFERENCE ONLY AND SHALL NOT BE DEEMED
TO CONSTITUTE A PART HEREOF.
14.15
COUNTERPARTS.
THIS AGREEMENT MAY BE EXECUTED IN SEVERAL
COUNTERPARTS, EACH OF WHICH SHALL BE DEEMED AN ORIGINAL, BUT ALL OF WHICH
TOGETHER SHALL CONSTITUTE ONE AND THE SAME INSTRUMENT.
Signature page follows
18
IN WITNESS WHEREOF, this Agreement has been duly executed by and on behalf of
the Parties hereto as of the Effective Date.
MICRON TECHNOLOGY, INC.
IM FLASH TECHNOLOGIES, LLC
By:
/s/ STEVEN R. APPLETON
By:
/s/ DAVID A. BAGLEE
Name: Steven R. Appleton
Name: David A. Baglee
Title: Chief Executive Officer and President
Title: Authorized Officer
By:
/s/ RODNEY MORGAN
Name: Rodney Morgan
Title: Authorized Officer
THIS IS THE SIGNATURE PAGE FOR THE MANUFACTURING SERVICES AGREEMENT ENTERED INTO
BY AND BETWEEN MICRON TECHNOLOGY, INC. AND IM FLASH TECHNOLOGIES, LLC
19
EXHIBIT A
COMMON DEFINITIONS
"Affiliate" means, with respect to any specified Person, a Person that directly
or indirectly, including through one or more intermediaries, controls, or is
controlled by, or is under common control with, the Person specified.
"Agreement" shall have the meaning set forth in the preamble to this Agreement.
"Applicable Law" means any applicable laws, statutes, rules, regulations,
ordinances, orders, codes, arbitration awards, judgments, decrees or other legal
requirements of any Governmental Entity.
"Approved Business Plan" shall have the meaning set forth in the Definitions of
the LLC Operating Agreement.
"Business Continuity Plan" means a plan to recover the