Apple 2005 Annual Report Download - page 141

Injunctions
If there is a credible threat that any MPU will be enjoined as a result of a Suit, Freescale will notify Apple in writing and if Apple requests, and
at no expense to Apple: (i) obtain for Apple the right to use and sell the MPUs; (ii) substitute an equivalent product(s) reasonably acceptable to
Apple and extend this indemnity to that product(s); or, if neither of the above is possible, (iii) accept the return of the MPUs and refund the
purchase price paid for the MPUs.
Limitations on Payable Damages
Freescale [**] of [**] of (1) [**] and (2) [**] for the infringing products, provided, however, that [**] will be [**] the [**] will be [**]
[**]
Term and Termination
This Purchase Agreement and the obligations of the parties will continue in effect until terminated as set forth in this section.
A party may terminate this Purchase Agreement by providing the other party written notice on or after December 31, 2007 that it intends to
terminate one year after the date of such written notice. Under no circumstances will this Purchase Agreement terminate before December 31,
2008. Freescale will accept and fulfill all Purchase Orders placed by Apple and its Authorized Purchasers during the one-year notice period,
provided that Apple is not in default under this Purchase Agreement.
The following terms shall survive termination of this Purchase Agreement: Confidentiality, Independent Efforts and Similar Products,
Warranties, Indemnities, Disputes, and Miscellaneous.
Miscellaneous
Disputes
If there is a dispute between the parties, the parties agree to escalate the matter for discussion and resolution by designated members of their
senior management teams. If they are unable to resolve the matter within a reasonable period of time, not to exceed 60 days, then the parties
may seek to resolve the dispute through a full day, non-binding mediation conducted in Santa Clara County or San Francisco County,
California. Each party must bear its own expenses in connection with the mediation and share equally the fees and expenses of the mediator.
If the parties are unable to resolve the dispute during the mediation, then either party may commence litigation in the state or federal courts.
Either party may seek equitable relief in order to protect its confidential information or intellectual property at any time (without first
attempting to resolve the dispute as described above).
Governing Law
This Purchase Agreement and the rights and obligations of the parties will be governed by and construed and enforced in accordance with the
laws of the State of California as applied to agreements entered into and to be performed entirely within California between California
residents, without regard to conflict of law principles.
Limitation of Liability & Disclaimer of Certain Damages
EXCEPT FOR PERSONAL INJURY, AND EXCEPT FOR THE LIMITED LIABILITIES OTHERWISE PROVIDED IN THE PRODUCT
WARRANTIES AND INDEMNITIES, EACH PARTY’S TOTAL LIABILITY, WHETHER FOR BREACH OF CONTRACT,
WARRANTY, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, IS LIMITED TO THE REVENUE RECEIVED BY
FREESCALE FOR PRODUCTS SOLD HEREUNDER. IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES BASED ON ANY BREACH OR DEFAULT OF THE OTHER PARTY TO
THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW.
Notices
Notices under this Purchase Agreement must be in writing and will be deemed given when actually received if delivered by courier with
written proof of delivery, or 10 days after being sent by first class mail, return receipt requested, to the other party at the address below:
For notices to Apple:
To the address set forth on page 1: Attention: General Counsel
For notices to Freescale:
To the address set forth on page 1: Attention: General Counsel
[**] 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.
3