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EXHIBIT 10.47
Dated this 21st day of March, 2000
Between
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
And
ST ASSEMBLY TEST SERVICES LTD
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TURNKEY SUBCONTRACT
AGREEMENT
FOR
SORT, ASSEMBLY AND/OR FINAL TEST SERVICES
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CHARTERED-STATS CONFIDENTIAL
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CONTENTS
Clause Page
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1. DEFINITIONS .......................................................... 1
2. END CUSTOMER ......................................................... 2
3. SORT, ASSEMBLY AND FINAL TEST SERVICES ............................... 3
4. PLANNING ............................................................. 4
5. PURCHASE ORDERS ...................................................... 4
6. PRICING AND PAYMENT TERMS ............................................ 5
7. QUALITY CONTROL AND INSPECTION ....................................... 5
8. PERFORMANCE .......................................................... 5
9. SPECIFICATION CONTROL ................................................ 6
10. PRODUCTION HALTS ..................................................... 6
11. PROCEDURE FOR CUSTOMER RETURN ........................................ 6
12. DELIVERY ............................................................. 7
13. TERM AND TERMINATION ................................................. 8
14. FORCE MAJEURE ........................................................ 8
15. INDEMNITY ............................................................ 9
16. LIMITATION OF LIABILITY .............................................. 10
17. CONFIDENTIALITY ...................................................... 10
18. APPLICABILITY OF AGREEMENT TO AFFILIATE .............................. 11
19. NOTICES .............................................................. 11
20. WAIVER AND REMEDIES .................................................. 12
21. SEVERANCE ............................................................ 12
22. ENTIRE AGREEMENT ..................................................... 12
23. NO ASSIGNMENT OR SUB-CONTRACTING ..................................... 13
24. GOVERNING LAW ........................................................ 13
APPENDIX A - SPECIFICATIONS RELATING TO THE SORT, ASSEMBLY AND/OR
FINAL TEST OF WAFERS AND/OR UNITS ......................................... 14
CHARTERED-STATS CONFIDENTIAL
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THIS TURNKEY SUBCONTRACT AGREEMENT is made this 21st day of March, 2000 (the
'Effective Date') by and between:-
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore, with its principal place of business at ▇▇ ▇▇▇▇▇▇▇▇▇
▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇, ▇▇▇▇▇▇ ▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇ (hereinafter referred to
as 'Chartered'); and
(2) ST ASSEMBLY TEST SERVICES LTD, a company incorporated in Singapore, with
its principal place of business at ▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇, ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
(hereinafter referred to as 'STATS').
WHEREAS
(A) Chartered is desirous of manufacturing Wafers and/or Units (as
hereinafter defined) for End Customers (as hereinafter defined) on a
sorted, assembled and/or final tested basis. This will involve the
manufacture of Wafers by Chartered and the subsequent subcontracting of
the sort, assembly and/or final test services related to Wafers and/or
Units to a third-party;
(B) STATS is in the business of performing sort, assembly and final test
services related to Wafers and/or Units; and
(C) Chartered and STATS desire to enter into an agreement for the purpose of
having STATS perform the sort, assembly and/or final test services for
Wafers and/or Units.
NOW IT IS HEREBY AGREED as follows :-
1. DEFINITIONS
1.1 In this Agreement, unless otherwise defined or the context otherwise
requires, the following words and expressions shall bear the following
meanings:-
'Affiliate' means Chartered's joint venture fabs, Silicon Manufacturing
Partners Pte Ltd and Chartered Silicon Partners Pte Ltd, and such other
corporation that may be agreed to by the Parties from time to time.
'End Customer' means Chartered's customer who has appointed Chartered as
manufacturer of Wafers and/or Units on a sorted, assembled and/or final
tested basis.
'Parties' mean collectively Chartered and STATS, and 'Party' shall mean
any one of them.
'Products' mean End Customer's integrated circuit products identified by
Chartered and/or End Customer's product part numbers.
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'Technical Matters' mean all matters related to (a) transfer, evaluation
and release of test programs for sort and/or final test, (b) probecard
and/or loadboard configuration; (c) determination of good die per Wafer
('gdpw'), net die per Wafer ('ndpw'), sort test time and final test
time; (d) tester platform and package information; (e) test and/or
process flow requirements; (f) bonding diagram, marking instructions,
assembly process requirements and qualification requirements and ▇▇▇▇ of
materials, (g) quality and reliability requirements; and (h) such other
matters that the Parties may mutually designate in writing from time to
time as 'Technical Matters'.
'Units' mean finished die in packaged form.
'Wafer' means 150mm and/or 200mm silicon wafers manufactured by
Chartered and containing finished die for the Products.
'Works' mean the sort, assembly and/or final test services to be
performed by STATS with respect to the Wafers and/or Units, and/or such
other services and activities which STATS shall provide to Chartered,
including without limitation, shipping services to End Customer.
1.2 References to recitals, clauses and appendices are references to
recitals, clauses and appendices of this Agreement.
1.3 The headings in this Agreement are inserted for convenience only and
shall be ignored in the interpretation of this Agreement.
1.4 Unless the context otherwise requires, words denoting the singular
number shall include the plural and vice versa, words importing the
masculine gender shall include the feminine gender and words importing a
person shall include a company or corporation and vice versa.
2. END CUSTOMER
2.1 Where expedient, Chartered may authorise STATS to communicate directly
with End Customer on any Technical Matters. In this regard, STATS shall
provide regular updates to Chartered regarding the exchange of
information including copying (when requested by Chartered) of all
correspondence between STATS and End Customer to Chartered. For the
purposes of this Agreement, where the communication between Chartered
and STATS is related to Technical Matters, references to 'Chartered'
shall, where the context so requires, also include End Customer. All
communications between Chartered, STATS and End Customer shall comply
with Chartered's Turnkey Business Procedure BX-005 paragraph 7.3.1.
2.2 STATS shall have no authority nor shall STATS hold out to End Customer
as having the authority or right to assume, create or undertake any
obligation of any kind whatsoever, expressed or implied, on behalf of or
in the name of Chartered, without the prior written consent of
Chartered.
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2.3 Chartered may consign equipment for the Works, or where mutually agreed
in writing procure the direct consignment of End Customer's equipment,
to STATS for use exclusively in performing the Works for End Customer.
With respect to STATS owned equipment, STATS shall keep Chartered
informed and updated on any equipment upgrades.
3. SORT, ASSEMBLY AND FINAL TEST SERVICES
3.1 STATS shall undertake the sort, assembly and/or final test services in
accordance with the terms of this Agreement.
3.2 Chartered shall provide at its own expense requisite quantities of
probecards and loadboard per project. STATS shall be responsible for the
maintenance of and damage to the probecards and loadboards.
3.3 Chartered shall ensure that End Customer supplies to STATS all test
programs to be used in the Works (the 'Test Programs'), including the
necessary correlation units for correlation, including probecard wafers
and golden wafers. STATS may initiate and modify in any manner such Test
Programs without the prior written consent of Chartered, provided STATS
shall not implement such modified Test Program without Chartered's prior
written consent. STATS shall, at the written request of Chartered,
develop Test Programs or undertake Test Program conversion on such terms
and conditions to be mutually agreed.
3.4 Chartered shall approve and bear the cost of all other non-recurring
engineering charges to be incurred in the Works. With respect to
engineering time charge, Chartered shall pay the agreed rate for work
performed after office hours, on weekends and on public holidays by
STATS personnel on the Works in accordance with the price agreement
between Chartered and STATS (and as amended from time to time by the
Parties).
3.5 STATS shall be responsible for the maintenance of or damage to goods
consigned by End Customer to STATS (the 'Consigned Goods'), save that
STATS shall not be responsible for damage to the Consigned Goods due to
fair wear and tear and acts of God or arising out of the negligence,
default, acts or omissions to act of Chartered's employees, agents or
contractors. For the purposes of this Agreement, Consigned Goods shall
mean testers, correlation wafers, golden wafer, golden units, probecard
wafers and software.
3.6 Chartered shall obtain and maintain liability insurance and insurance
against loss or damage (including, without limitation, loss by fire,
theft and such other risks of loss as are customarily insured against)
to the Wafers and/or Units (including tested and untested Wafers and/or
Units, and packaged and unpackaged Wafers and/or Units) and all
loadboards, probecards, and Consigned Goods purchased or procured by
Chartered for the performance of the Works. Such insurance shall
(subject to Clause 16.1) be in such amounts, in such form and with such
insurers as Chartered deems appropriate.
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4. PLANNING
4.1 Chartered shall provide to STATS not later than the 20th day of each
calendar month, its rolling 6-monthly forecast of its monthly volume
requirements for the performance of the Works for each Product.
Chartered shall not be liable for any direct or indirect materials
incurred by STATS in reliance of the said forecasts if Chartered's
confirmed orders are less than Chartered's forecast orders for the
Works, provided that Chartered shall only be liable for materials unique
to End Customer's requirements based on Chartered's forecast for the
Works up to a maximum of 1 month plus lead time for the procurement of
the unique material. STATS shall declare all unique materials and lead
time to Chartered, and the said lead time shall be mutually agreed to by
the Parties.
4.2 STATS shall use best efforts to meet Chartered's forecast volumes. STATS
shall keep Chartered informed of its capacity situation and provide
Chartered with sufficient pre-warning of any capacity issues that STATS
may experience. Chartered agrees that it shall work with STATS in the
spirit of cooperation to develop the turnkey business for the mutual
benefit of both Parties.
5. PURCHASE ORDERS
5.1 Chartered may furnish STATS with blanket purchase orders or individual
purchase orders for the Works.
5.2 All purchase orders issued by Chartered shall reference this Agreement.
The terms and conditions of this Agreement shall exclusively govern the
Works and shall override any conflicting, amending and/or additional
terms contained in STATS' quotation and/or acceptance documents. No
variation or addition to the terms and conditions contained in this
Agreement shall be binding unless agreed in writing between the
authorised representatives of the Parties.
5.3 Chartered's purchase order shall contain such information and
requirements to be mutually agreed between the Parties.
5.4 In order for Chartered to place purchase orders with STATS, STATS shall
respond to Chartered in accordance with the following time frames:
(a) Works Quote within 24 hours of Chartered's RFQ for
Works, provided all relevant information is
given to STATS in accordance with BX-005;
(b) NRE Quote within 48 hours of Chartered's RFQ for NRE;
(c) Delivery Commit within 24 hours of Chartered's schedule
request for orders within the forecasted
volume, and within 48 hours of Chartered's
schedule request for orders in excess of
forecasted volumes.
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6. PRICING AND PAYMENT TERMS
6.1 The fees for the Works charged to Chartered shall be in accordance with
the terms of any price schedule agreed to by the Parties from time to
time for the Wafers and/or Units (the 'Agreed Price Schedule'). However
in special circumstances related to an extra-ordinary End Customer
requirement Chartered and STATS shall review the Agreed Price Schedule
for that End Customer.
6.2 Unless otherwise set out in Chartered's applicable purchase order,
payment for the Works shall be made by Chartered in United States
dollars within 30 days from the date of the acceptance of the Works by
Chartered. Chartered shall make payment by telegraphic transfer to an
account nominated by STATS, or such other method requested by STATS.
6.3 All invoices issued by STATS for the Works shall identify the Wafers
and/or Units and the relevant Chartered purchase order number, Product
part number, description of items and quantity of items shipped and the
type of services performed by STATS.
6.4 Chartered and STATS shall not disclose the terms of this Agreement, the
Agreed Price Schedule, STATS quotation to Chartered or Chartered
purchase order to STATS, to End Customer.
7. QUALITY CONTROL AND INSPECTION
In order to control and ensure quality assurance, Chartered will have
the right at all reasonable times and on reasonable notice, either by
itself or through its auditors, to inspect the assembly lines,
warehouse, facilities, equipment, materials, data, ▇▇▇▇▇▇▇▇ and systems
connected with the Works, subject always to the confidentiality
undertakings in Clause 17. STATS undertakes to make available all
documentation and grant Chartered all necessary access rights for
Chartered or its auditors to conduct audit as permitted under this
Clause 7.
8. PERFORMANCE
8.1 STATS shall implement a continuous improvement program where STATS will
work to reduce cycle time, reaching mutually agreed performance
benchmarks.
8.2 STATS shall implement a continuous improvement program where STATS will
work with Chartered on an ongoing basis to reduce costs against an
agreed cost down target. Targets will be set based on cost analysis
received and final pricing agreed between the Parties.
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9. SPECIFICATION CONTROL
9.1 Notwithstanding that Chartered will be referencing STATS standard
manufacturing and quality flows and procedures, STATS shall at the same
time be required to comply with Chartered standard operating
specifications relating to back-end services and subcontractors. The
list of applicable STATS specifications and Chartered specifications are
set out in Appendix A hereto. In addition, STATS shall comply with such
other specifications (including End Customer specifications and
procedures) that Chartered may issue from time to time.
10. PRODUCTION HALTS
10.1 Chartered may at any time request STATS to halt the Works still
in-process as a result of reliability and quality issues, and STATS
shall effect stoppage immediately. The Works shall remain on hold
pending written directions from Chartered.
10.2 If Chartered decides to cancel any part of the halted Works, Chartered
shall pay to STATS the cost of the work-in-progress only, as at the date
of Chartered's written notice to halt the Works. The cost of the
work-in-progress arising from the halt shall be borne by STATS if the
Works halt was due to quality and reliability defects caused by STATS,
without prejudice to Chartered's right to claim against STATS for any
defects in Wafers and/or Units under Clause 11.
10.3 STATS shall, if commercially feasible, re-start the Works as soon as
possible after receipt of Chartered's written request. The cost of
re-start shall be borne by STATS if the Works halt was due to quality
and reliability defects caused by STATS, without prejudice to
Chartered's right to claim against STATS for any defects in Wafers
and/or Units under Clause 11.
11. PROCEDURE FOR CUSTOMER RETURN
11.1 STATS warrants that the Works performed and the Wafers and/or Units
supplied hereunder shall conform to Chartered's specifications and will
be free from any defects in workmanship, materials and manufacture for a
period of 90 days from the date of acceptance of the Wafers and/or Units
by Chartered. STATS shall work with End Customer and/or Chartered to
resolve any defects that occur after the 90-day warranty period.
11.2 STATS shall be under no liability for probe yield in the Wafers or final
test yield in the Units, unless the loss in yield is due to the Works
performed by STATS.
11.3 With respect to Wafers' and/or Units returned with respect to this
Clause 11, STATS shall at STATS' sole option, and at STATS' sole expense
and with top
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priority, replace, repair, retest or rework the subject Wafers and/or
Units. Such replaced, repaired, retested or reworked Wafers and/or Units
shall be delivered Exworks (STATS' factory in Singapore) (Incoterms
2000) or such other delivery terms as may be specified by End Customer.
11.4 SUBJECT TO CLAUSE 16, THE FOREGOING STATES STATS' ENTIRE LIABILITY,
WHETHER IN CONTRACT, TORT OR OTHERWISE, FOR ALL CLAIMS BASED ON FAILURE
OR DEFECTS IN WAFERS AND/OR UNITS. THE EXPRESS TERMS OF THIS AGREEMENT
ARE IN LIEU OF ALL WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS AND
OBLIGATIONS IMPLIED BY STATUTE, COMMON LAW, CUSTOM, TRADE USAGE, COURSE
OF DEALING OR OTHERWISE, ALL OF WHICH ARE HEREBY EXPRESSLY EXCLUDED TO
THE FULLEST EXTENT PERMITTED BY LAW AND STATS SPECIFICALLY DISCLAIMS ANY
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
12. DELIVERY
12.1 Wafers shall be delivered by Chartered to STATS for the performance of
the Works Exworks (STATS' factory in Singapore) (Incoterms 2000). Title
to the Wafers and/or Units (including finished goods and
work-in-progress) and equipment purchased or procured by Chartered for
the performance of the Works, shall be vested in Chartered throughout
the performance of the Works.
12.2 STATS shall strictly adhere to the cycle times that have been mutually
agreed between the Parties, and good Wafers and/or Units and (if
requested by Chartered or End Customer) reject Wafers and/or Units shall
be delivered, Exworks (STATS' factory in Singapore) (Incoterms 2000).
STATS shall immediately give Chartered written notice of any prospective
failure to deliver within the Scheduled Delivery Date.
12.3 STATS shall deliver all quantities of Wafers and/or Units to Chartered
and/or End Customer in STATS standard containers and packaging which
comply with Chartered's specifications as notified by Chartered to STATS
from time to time, with proper labels identifying the specific Product
lot number and shall be accompanied by an invoice specifying the
purchase order number, quantity and agreed processing documentation.
STATS shall forward a copy of the ▇▇▇▇ of lading or the airway ▇▇▇▇ as
soon as practicable to Chartered for the delivered Wafers and/or Units,
and a monthly report furnishing the details of the month's shipment made
to the End Customer, for GST billing purposes.
12.4 STATS shall not scrap any Wafers and/or Units without first seeking the
prior written permission of Chartered.
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13. TERM AND TERMINATION
13.1 This Agreement shall commence on the Effective Date and shall continue
for a period of 3 years therefrom and shall thereafter be automatically
renewed annually, unless earlier terminated in the following events :-
(a) by agreement of the Parties;
(b) forthwith by either Party if the other commits any material breach
of any term of this Agreement and which in the case of a breach
capable of being remedied shall not have been remedied within 60
days of a written request to remedy the same;
(c) at the option of either Party, in any of the following events:-
(i) the inability of the other Party to pay its debts in the
normal course of business; or
(ii) the other Party ceasing or threatening to cease wholly or
substantially to carry on its business, otherwise than for
the purpose of a reconstruction or amalgamation without
insolvency; or
(iii) any encumbrancer taking possession of or a receiver,
trustee or judicial manager being appointed over the whole
or any substantial part of the undertaking, property or
assets of the other Party; or
(iv) the making of an order by a court of competent
jurisdiction or the passing of a resolution for the
winding-up of the other Party or any company controlling
the other Party, otherwise than for the purpose of a
reconstruction or amalgamation without insolvency.
13.2 Termination of this Agreement pursuant to Clause 13.1 shall take effect
immediately upon the issue of a written notice to that effect by the
Party terminating the Agreement to the other. The termination of this
Agreement however caused shall be without prejudice to any obligations
or rights of either Party which have accrued prior to such termination
and shall not affect any provision of this Agreement which is expressly
or by implication provided to come into effect on or to continue in
effect after such termination.
14. FORCE MAJEURE
14.1 Each Party's obligations under this Agreement shall be suspended upon
the occurrence of a force majeure event such as act of God, flood,
earthquake, fire, explosion, act of government, war, civil commotion,
insurrection, embargo,
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riots, lockouts, labour disputes affecting such Party, for such period
as such force majeure event may subsist. Upon the occurrence of a force
majeure event, the affected Party shall notify the other Party in
writing of the same and shall by subsequent written notice after the
cessation of such force majeure event inform the other Party of the date
on which that Party's obligation under this Agreement shall be
reinstated.
14.2 Notwithstanding anything in this Clause 14, upon the occurrence of a
force majeure event affecting either Party, and such force majeure event
continues for a period exceeding 6 consecutive months without a prospect
of a cure of such event, the other Party shall have the option, in its
sole discretion, to terminate this Agreement. Such termination shall
take effect immediately upon the written notice to that effect from the
other Party to the Party affected by the force majeure event.
15. INDEMNITY
15.1 Chartered shall indemnify, hold harmless and defend STATS from and
against any claim, suit, demand, or action alleging that the
manufacture, sale, or other disposition of the Wafers and/or the Units
or a process, design or Test Program licensed from or otherwise provided
by Chartered or End Customer infringes a patent, copyright, trade
secret, or any other proprietary right of any third-party, including,
without limitation, any infringement based on specifications furnished
by Chartered or End Customer or resulting from the use of any Test
Program, equipment or process specified by Chartered or End Customer,
and Chartered shall indemnify and hold harmless STATS against any and
all direct losses, liabilities, damages, awards of settlement (including
court costs) and expenses (including all reasonable attorney's fees,
whether or not legal proceedings are commenced) arising from any such
claim, suit, demand, or action.
15.2 STATS shall notify Chartered of any claim of infringement or of
commencement of any suit, action, or proceedings against STATS (the
'STATS Proceedings') alleging infringement of any intellectual property
rights of any third-party by Chartered's Wafers and/or Units or a
process or design licensed from or otherwise provided by Chartered or
End Customer or the use of a Test program provided by Customer, promptly
after receiving notice thereof and shall provide reasonable assistance
to Chartered (at Chartered's expense) in connection with the defence
thereof. Chartered shall have the right in its sole discretion and at
its expense to assume full control of the defence and settlement of any
such STATS Proceedings and in any and all negotiations with respect
thereto.
15.3 STATS shall indemnify, hold harmless and defend Chartered from and
against any claim, suit, demand, or action alleging that the Works or
any part of the Works infringes a patent, copyright, trade secret, or
any other proprietary right of any third-party, and STATS shall
indemnify and hold harmless Chartered against any and all direct losses,
liabilities, damages, awards of settlement (including court costs) and
expenses (including all reasonable attorney's fees, whether or not legal
proceedings are commenced) arising from any such claim, suit, demand, or
action.
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15.4 Chartered shall notify STATS of any claim of infringement or of
commencement of any suit, action or proceedings (the 'Chartered
Proceedings') alleging infringement of any intellectual property rights
of any third-party by the Works or any part of the Works, promptly after
receiving notice thereof and shall provide reasonable assistance to
STATS (at STATS' expense) in connection with the defence thereof. STATS
shall have the right in its sole discretion and at its expense to assume
full control of the defence and settlement of any such Proceedings and
in any and all negotiations with respect thereto.
15.5 SUBJECT TO CLAUSE 16, EITHER PARTY'S AGGREGATE CUMULATIVE LIABILITY TO
THE OTHER PARTY ARISING OUT OF THE INDEMNIFICATION UNDER THIS CLAUSE 15
SHALL NOT EXCEED THE TOTAL AMOUNT RECEIVED BY STATS FROM CHARTERED IN
RESPECT OF THE PERFORMANCE OF THE WORKS BY STATS. THE FOREGOING STATES
EACH PARTY'S ENTIRE LIABILITY AND OBLIGATION (EXPRESS, IMPLIED,
STATUTORY OR OTHERWISE) WITH RESPECT TO INTELLECTUAL PROPERTY
INFRINGEMENT OR CLAIMS THEREFOR REGARDING ANY PART OF THE WORKS
PERFORMED PURSUANT TO THIS AGREEMENT.
16. LIMITATION OF LIABILITY
16.1 STATS' liability to Chartered for Wafers or die destroyed or damaged by
STATS shall not exceed 100% of the average selling price ('ASP') charged
by STATS to Chartered for the Works rendered or to be rendered on the
damaged or destroyed Wafers or die.
16.2 Save as provided in Clauses 16.1, the total liability of either Party on
all claims of any kind, whether in contract, tort (including
negligence), strict liability or otherwise (including as a result of
intellectual property infringement) arising out of the performance or
breach of this Agreement or use of the Wafers and/or Units or the
performance of the Works shall not exceed the total amount received by
STATS from Chartered in respect of the performance of the Works by
STATS.
16.3 In no event shall either Party be liable to the other with respect to
any subject matter of this Agreement under any contract, tort (including
negligence), strict liability or other legal or equitable theory, for
any incidental, consequential, special, exemplary or indirect damages of
any sort even if such Party has been informed of the possibility of such
damages.
17. CONFIDENTIALITY
17.1 All Confidential Information shall be kept confidential by the recipient
unless or until the recipient Party can reasonably demonstrate that any
such Confidential Information is, or part of it is, in the public domain
through no fault of its own, whereupon to the extent that it is in the
public domain or is required to be disclosed by law this obligation
shall cease. For the purposes of this Agreement,
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'Confidential Information' shall mean all communications between the
Parties and/or between either Party and End Customer, and all
information and other materials supplied to or received by either of
them from the other or End Customer (a) prior to or on the date of this
Agreement whether or not marked confidential; (b) after the date of this
Agreement which is marked confidential with an appropriate legend,
marking, stamp or other obvious written identification by the disclosing
Party and/or End Customer, and (c) all information concerning the
business transactions and the financial arrangements of the Parties
and/or End Customer with any person with whom any of them is in a
confidential relationship with regard to the matter in question coming
to the knowledge of the recipient.
17.2 The Parties shall take all reasonable steps to minimise the risk of
disclosure of Confidential Information, by ensuring that only they
themselves and such of their employees and directors whose duties will
require them to possess any of such information shall have access
thereto, and will be instructed to treat the same as confidential.
17.3 The obligation contained in this Clause 17 shall endure, even after the
termination of this Agreement, for a period of 5 years from the date
expiry or termination of this Agreement except and until such
Confidential Information enters the public domain as set out above.
18. APPLICABILITY OF AGREEMENT TO AFFILIATE
Affiliates of Chartered may enter into agreements for the Works with
STATS in their own name and for their own account under the terms and
conditions of this Agreement.
19. NOTICES
19.1 Addresses
All notices, demands or other communications required or permitted to be
given or made under or in connection with this Agreement shall be in
writing and shall be sufficiently given or made (a) if delivered by hand
or commercial courier or (b) sent by pre-paid registered post or (c)
sent by legible facsimile transmission (provided that the receipt of
such facsimile transmission is confirmed and a copy thereof is sent
immediately thereafter by pre-paid registered post or commercial
courier) addressed to the intended recipient at its address or facsimile
number set out below. A Party may from time to time notify the others of
its change of address or facsimile number in accordance with this Clause
19.
STATS
▇ ▇▇▇▇▇▇ ▇▇▇▇▇▇ ▇▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile no: (▇▇) ▇▇▇-▇▇▇▇
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Attention: Legal Department
Chartered
▇▇ ▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇▇▇▇▇ ▇▇▇▇ ▇
▇▇▇▇▇▇ ▇
▇▇▇▇▇▇▇▇▇ ▇▇▇▇▇▇
Facsimile no: (▇▇) ▇▇▇-▇▇▇▇
Attention: Legal Department
19.2 Deemed Delivery
Any such notice, demand or communication shall be deemed to have been
duly served (a) if delivered by hand or commercial courier, or sent by
pre-paid registered post, at the time of delivery; or (b) if made by
successfully transmitted facsimile transmission, at the time of dispatch
(provided that the receipt of such facsimile transmission is confirmed
and that immediately after such dispatch, a copy thereof is sent by
pre-paid registered post or commercial courier).
20. WAIVER AND REMEDIES
20.1 No delay or neglect on the part of either Party in enforcing against the
other Party any term or condition of this Agreement or in exercising any
right or remedy under this Agreement shall either be or be deemed to be
a waiver or in any way prejudice any right or remedy of that Party under
this Agreement.
20.2 No remedy conferred by any of the provisions of this Agreement is
intended to be exclusive of any other remedy which is otherwise
available at law, in equity, by statute or otherwise and each and every
other remedy shall be cumulative and shall be in addition to every other
remedy given hereunder or now or hereafter existing at law, in equity,
by statute or otherwise. The election of any one or more of such
remedies by either of the Parties shall not constitute a waiver by such
Party of the right to pursue any other available remedy.
21. SEVERANCE
If any provision or part of this Agreement is rendered void, illegal or
unenforceable in any respect under any enactment or rule of law, the
validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired thereby.
22. ENTIRE AGREEMENT
22.1 This Agreement and the Appendices constitutes the entire agreement
between STATS and Chartered and shall supersede all previous agreements
and undertakings between Parties with respect to the subject matter
hereof.
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22.2 The following Appendices are hereby deemed a part of this Agreement and
incorporated herein by reference. The term 'Agreement' includes the
following Appendices:-
Appendix A Specifications relating to Sort, Assembly and Final
Test of Wafers and/or Units
23. NO ASSIGNMENT OR SUB-CONTRACTING
Unless otherwise agreed in writing by the Parties, this Agreement may
not be assigned or sub-contracted by either Party to any third-party
without the prior written consent of the other Party, save that STATS
may subcontract the plating process, probecard, loadboard and tape and
reel services to its nominated subcontractors subject to Chartered's
prior written consent for the change of subcontractors.
24. GOVERNING LAW
24.1 This Agreement shall be governed by and construed in accordance with the
substantive laws of Singapore. The Parties hereby irrevocably submit to
the non-exclusive jurisdiction of the courts of Singapore.
24.2 The Parties hereby specifically exclude the application of the United
Nations Convention on Contracts for the International Sale of Goods to
this Agreement.
IN WITNESS WHEREOF the Parties have hereunto entered into this Agreement as at
the date first above written.
/s/ ▇▇▇▇▇ ▇▇▇▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇ ▇▇▇▇▇▇▇
Title: Director, Supply Management
for and on behalf of
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
/s/ ▇▇▇▇▇▇ ▇▇▇▇ ▇▇▇▇
------------------------------------------
Name: ▇▇▇▇▇▇ ▇▇▇▇ Yong
Title: Vice President, Sales and Marketing
for and on behalf of
ST ASSEMBLY TEST SERVICES LTD
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APPENDIX A
SPECIFICATIONS RELATING TO THE SORT, ASSEMBLY AND/OR FINAL TEST OF
WAFERS AND/OR UNITS
--------------------------------------------------------------------------------
STATS SPECIFICATIONS
(AND AMENDMENTS THERETO)
--------------------------------------------------------------------------------
DOCUMENT NO. DOCUMENT TITLE
TG080003QP Project Initiation/NRE and Program Acceptance
Criteria
QT090010QP QA Incoming Wafer Inspection Procedure
TG160001QP Test Program/Audit Verification
TG020001QP Test Administration Procedure
QT090004QP QA Outgoing Wafer Inspection Procedure
AD140014QP Chartered Wafer Drop Ship Procedure
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
CHARTERED SPECIFICATIONS
(AND AMENDMENTS THERETO)
--------------------------------------------------------------------------------
DOCUMENT NO. DOCUMENT TITLE
QX-079 Chartered Subcontractor's Quality Management
Procedure
QX-079-XX01 Work Instruction for Wafer Sort, Final Test and
Assembly House
QX-060 Suppliers and Subcontractors Major Change Control
QX-038 Procedure for Customer Returns
BX-005 Turnkey Business Procedure
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