11.13
COMPLIANCE WITH POLICIES.
EACH PARTY AND ITS EMPLOYEES, CONTRACTORS
OR OTHER REPRESENTATIVES SHALL OBSERVE AND BE SUBJECT TO ALL SAFETY, SECURITY
AND OTHER POLICIES AND REGULATIONS REGARDING VISITORS AND CONTRACTORS WHILE ON
SITE AT A FACILITY OF THE OTHER PARTY OR ITS AFFILIATE.
A PARTY'S EMPLOYEES,
CONTRACTORS OR OTHER REPRESENTATIVES WHO ACCESS ANY FACILITY OF THE OTHER PARTY
OR ITS AFFILIATE SHALL NOT INTERFERE WITH, AND EXCEPT AS OTHERWISE AGREED BY THE
PARTIES, SHALL NOT PARTICIPATE IN THE PARTY'S BUSINESS OR OPERATIONS.
11.14
INSURANCE.
WITHOUT LIMITING OR QUALIFYING MICRON'S LIABILITIES,
OBLIGATIONS, OR INDEMNITIES OTHERWISE ASSUMED BY MICRON PURSUANT TO THIS
AGREEMENT, MICRON SHALL MAINTAIN WITH COMPANIES ACCEPTABLE TO THE JOINT VENTURE
COMPANY:
(A)
COMMERCIAL GENERAL LIABILITY WITH LIMITS OF LIABILITY NOT LESS
THAN $[***] PER OCCURRENCE AND INCLUDING LIABILITY COVERAGE FOR BODILY INJURY OR
PROPERTY DAMAGE (1) ASSUMED IN A CONTRACT OR AGREEMENT PERTAINING TO MICRON'S
BUSINESS AND (2) ARISING OUT OF MICRON'S PRODUCTS, SERVICES, OR WORK.
MICRON'S
INSURANCE SHALL BE PRIMARY WITH RESPECT TO LIABILITIES ASSUMED BY MICRON IN THIS
AGREEMENT TO THE EXTENT SUCH LIABILITIES ARE THE SUBJECT OF
17
(B)
MICRON'S INSURANCE, AND ANY APPLICABLE INSURANCE MAINTAINED BY THE
JOINT VENTURE COMPANY SHALL BE EXCESS AND NON-CONTRIBUTING.
THE ABOVE COVERAGE
SHALL NAME PARENT AS ADDITIONAL INSURED AS RESPECTS MICRON'S WORK OR SERVICES
PROVIDED TO OR ON BEHALF OF PARENT.
(C)
AUTOMOBILE LIABILITY INSURANCE WITH LIMITS OF LIABILITY NOT LESS
THAN $[***] PER ACCIDENT FOR BODILY INJURY OR PROPERTY DAMAGE.
(D)
STATUTORY WORKERS' COMPENSATION COVERAGE, INCLUDING A BROAD
FORM ALL STATES ENDORSEMENT IN THE AMOUNT REQUIRED BY LAW, AND EMPLOYERS'
LIABILITY INSURANCE IN THE AMOUNT OF $[***] PER OCCURRENCE.
SUCH INSURANCE
SHALL INCLUDE MUTUAL INSURER'S WAIVER OF SUBROGATION.
11.15
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 BOISE SUPPLY AGREEMENT ENTERED INTO BY AND
BETWEEN MICRON TECHNOLOGY, INC. AND IM FLASH TECHNOLOGIES, LLC
19
EXHIBIT A
DEFINITIONS
In addition to the terms defined elsewhere in this Agreement, capitalized terms
used in this Agreement shall have the respective meanings set forth below:
"Affiliate" means a Person that directly or indirectly 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.
"Business