<DOCUMENT>
<TYPE>EX-4.54
<SEQUENCE>7
<FILENAME>u92109exv4w54.txt
<DESCRIPTION>AMENDED AND RESTATED TURNKEY SUBCONTRACT AGREEMENT
<TEXT>
<PAGE>
Exhibit 4.54
Dated this 30th day of October, 2002
---- ------- ----
Between
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
And
ST ASSEMBLY TEST SERVICES LTD
----------------------------------
AMENDED AND RESTATED
TURNKEY SUBCONTRACT AGREEMENT
FOR
SORT, ASSEMBLY AND/OR FINAL TEST SERVICES
----------------------------------
<PAGE>
CONTENTS
<TABLE>
<CAPTION>
Clause Page
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<S> <C>
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 9
15. INDEMNITY 9
16. LIMITATION OF LIABILITY 10
17. CONFIDENTIALITY 11
18. APPLICABILITY OF AGREEMENT TO AFFILIATE 11
19. NOTICES 11
20. WAIVER AND REMEDIES 12
21. SEVERANCE 12
22. ENTIRE AGREEMENT 13
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 15
</TABLE>
<PAGE>
THIS AMENDED AND RESTATED TURNKEY SUBCONTRACT AGREEMENT is made this 30th day of
October, 2002 (the 'Effective Date') by and between:-
(1) CHARTERED SEMICONDUCTOR MANUFACTURING LTD, a company incorporated in
Singapore, with its principal place of business at 60 Woodlands Industrial
Park D, Street 2, Singapore 738406 (hereinafter referred to as
'Chartered'); and
(2) ST ASSEMBLY TEST SERVICES LTD, a company incorporated in Singapore, with
its principal place of business at 5 Yishun Street 23, Singapore 768442
(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;
(C) On March 21, 2000, Chartered and STATS entered into a Turnkey Subcontract
Agreement for the purpose of having STATS perform the sort, assembly and/or
final test services for Wafers and/or Units; and
(D) The Parties desire to amend and restate the Turnkey Subcontract Agreement
on the terms set out below.
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.
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'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.
'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 gross 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 bill 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, 200mm and / or 300mm 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.
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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.
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.
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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3.7 STATS shall be responsible to put in place a disaster recovery plan to
ensure a commercially reasonable recovery to operational level from any
disasters, accidents, mishaps, unforeseen circumstances or acts of God.
4. PLANNING
4.1 Chartered shall provide to STATS not later than the 30th 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 and to
address any potential capacity issues, STATS shall be responsible to
provide a back-up plan that enables them to support their commitment to
Chartered's volume requirements. 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;
(b) NRE Quote within 48 hours of Chartered's RFQ for NRE;
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(c) Delivery Commit within 12 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.
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/ test lines, warehouse,
facilities, equipment, materials, data, billings 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.
STATS shall provide products/ services as procured with acceptable quality
as defined in CHRT specifications.
8. PERFORMANCE
8.1 STATS shall implement a continuous improvement program where STATS will
work to reduce cycle time, reaching mutually agreed performance benchmarks.
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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.
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, save for returns arising from field reliability failure, in
which event the applicable warranty period shall be 1 year from the date of
acceptance of the Wafers and/or Units by Chartered.
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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 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 bill of lading or the airway bill 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.
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12.4 STATS shall not scrap any Wafers and/or Units without first seeking the
prior written permission of Chartered.
12.5 If at any time, STATS decides to discontinue its manufacture of any of the
parts due to equipment or process obsolescence, STATS shall notify
Chartered in writing of its intention and ensure that Chartered receives
such notification no less than 6 months before the intended date of
discontinuance, in order to enable Chartered to place end-of-life orders
before such intended date of discontinuance.
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
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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, 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.
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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.
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's 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 but STATS may, at its absolute discretion and on
a goodwill basis reimburse Chartered in excess of the amount limited above.
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,
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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, '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
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(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
5 Yishun Street 23
Singapore 768442
Facsimile no: (65) 6822 7837
Attention: Legal Department
Chartered
60 Woodlands Industrial Park D
Street 2
Singapore 738406
Facsimile no: (65) 6360 4970
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
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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.
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.
13
<PAGE>
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/ Ang Tang Yong
----------------------------------
Name: Ang Tang Yong
Title: Vice President for QRA and Fab Support Operation
for and on behalf of
CHARTERED SEMICONDUCTOR MANUFACTURING LTD
/s/ Cheong Chan Yong
----------------------------------
Name: Cheong Chan Yong
Title: Vice President, Sales and Marketing
for and on behalf of
ST ASSEMBLY TEST SERVICES LTD
14
<PAGE>
APPENDIX A
SPECIFICATIONS RELATING TO THE SORT, ASSEMBLY AND/OR
FINAL TEST OF WAFERS AND/OR UNITS
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
STATS SPECIFICATIONS
(AND AMENDMENTS THERETO)
---------------------------------------------------------------------------------------------------------
DOCUMENT NO. DOCUMENT TITLE
---------------------------------------------------------------------------------------------------------
<S> <C>
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
---------------------------------------------------------------------------------------------------------
</TABLE>
<TABLE>
<CAPTION>
---------------------------------------------------------------------------------------------------------
CHARTERED SPECIFICATIONS
(AND AMENDMENTS THERETO)
---------------------------------------------------------------------------------------------------------
DOCUMENT NO. DOCUMENT TITLE
---------------------------------------------------------------------------------------------------------
<S> <C>
TK-001 SORT/FINAL TEST QUALIFICATION/ CORRELATION PROCEDURES FOR
APPROVED SUBCONTRACTOR
---------------------------------------------------------------------------------------------------------
TK-002 ENGINEERING CHANGE CONTROL FOR TEST SUBCONTRACTORS
---------------------------------------------------------------------------------------------------------
TK-003 ABNORMAL YIELD CONTROL FOR ASSEMBLY/ TEST SUBCONTRACTOR
---------------------------------------------------------------------------------------------------------
TK-008 PROCUREMENT SPECIFICATION FOR WAFER SORT AND FINAL TEST SERVICES
---------------------------------------------------------------------------------------------------------
TK-010 MANUFACTURING CHANGE CONTROL FOR ASSEMBLY SUBCONTRACTOR
---------------------------------------------------------------------------------------------------------
TK-030 PROCEDURE FOR CUSTOMER REWORK
---------------------------------------------------------------------------------------------------------
BX-005 TURNKEY BUSINESS PROCEDURE
---------------------------------------------------------------------------------------------------------
</TABLE>
15
</TEXT>
</DOCUMENT>