Apple 2005 Annual Report Download - page 140

[**] of [**] based on [**] to the [**] for the [**] or [**]. If a delivery will be delayed by more than one day, Freescale will promptly notify
Apple, and if it will be delayed by more than two days, Freescale will ship the delayed product on an expedited basis at Freescale’s expense.
Cancellations and Flexibility
Apple and its Authorized Purchasers may only cancel or revise Purchase Orders as set forth in Attachment 4.
Payments
Payment obligations under this Purchase Agreement are set forth in Attachment 5.
Product Warranties
Freescale warrants that the MPUs will [**] and [**] mutually agreed to by Apple and Freescale for [**] after the date of [**] , and Freescale
will [**] and [**] of any MPUs that [**] or [**] within such warranty period. This warranty [**] that result from [**] the MPU [**] set forth
in the [**] .
Independent Efforts and Similar Products
Nothing in this Purchase Agreement will impair Apple
’s right to develop, manufacture, purchase or use products or services competitive with
those offered by Freescale.
Confidentiality
The terms, conditions and existence of the Purchase Agreement and related negotiations and activities will be considered confidential
information of each party governed by the terms of the mutual confidentiality agreement between them dated 5/10/05.
Indemnities
Subject to the limitations and exclusions stated below, Freescale will defend, at Freescale’s expense, any Claim or Suit against Apple or any of
its subsidiaries and will indemnify them from any costs and damages finally awarded (including attorney and other professional fees and
expenses) and any amounts paid in settlement in connection with such Claim or Suit. “Claim” means a claim that any MPU furnished by
Freescale under this Purchase Agreement infringes (or that the sale, offer for sale, use, or importation of such MPU infringes) a patent or
copyright, or misappropriates a trade secret. “Suit” means a lawsuit based on a Claim.
Required Procedures
Freescale will have [**] pursuant to this section [**] : (i) [**] in writing as soon as reasonably practicable after [**] ; and (ii) [**] will not be
liable for the settlement of a Claim made [**] . [**] may not enter into any settlement that imposes any obligation on [**] or publicize or
permit any third party to publicize any settlement of a Claim without [**] prior written consent. Nothing in this Purchase Agreement will
obligate Freescale to knowingly infringe any valid patent or other intellectual property of a third party. If Freescale has reason to believe that
any MPU or portion thereof infringes such an intellectual property right, it will promptly notify Apple and [**] will [**] or [**]. Freescale
may [**] such MPUs [**] for [**] and [**] the [**] and [**]. If a Claim is asserted prior to completion of delivery of the MPU, Freescale will
notify Apple in writing and [**] , and [**] : (i) obtain for Apple the right to use and sell the MPUs; (ii) [**] ; or, if neither of the above [**] ,
(iii) [**] of the products and [**] the purchase price paid [**] . [**] will [**] product until [**] has [**] for [**] .
Exclusions
Freescale will have no obligation to defend or indemnify Apple if: (i) Apple or any third party altered the MPUs after delivery and the alleged
infringement would not have occurred but for such alteration; or (ii) such Claim is based on [**] the MPUs [**] and the MPU would not have
infringed but for such [**] .
[**] Certain information on this page has been omitted and filed separately with the Securities and Exchange Commission. Confidential
treatment has been requested with respect to the omitted portions.
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