Legal

Terms and Conditions of Sale

APPLICATION
THESE TERMS AND CONDITIONS EXCLUSIVELY GOVERN ALL SALES TO YOU FROM SELLER UNLESS WE HAVE EXECUTED A SEPARATE SALES AGREEMENT. “Seller” means Amkor Technology, Inc., Amkor Technology Singapore Holding Pte. Ltd., and their respective subsidiaries. This document is intended to be the parties’ final expression and exclusive statement of the terms of their agreement. No prior representations or statements relating to the sale of the Services provided by any Seller representative, which are not stated in this document, will be binding on Seller. No addition to or modification of these Terms and Conditions or the quotation to which these Terms and Conditions accompany (“Quotation”) will be binding upon Seller unless specifically agreed to by Seller in a writing referencing these Terms and Conditions and signed by a duly authorized Seller representative. No course of dealing, no usage of trade, and no course of performance will add to, modify, or be relevant to explain these Terms and Conditions or the Quotation. Any additional or different Buyer terms or conditions are expressly objected to and will be deemed a material alteration of, and be inapplicable to, the transactions contemplated by the Quotation and these Terms and Conditions unless specifically agreed to by Seller in a writing referencing these Terms and Conditions and signed by a duly authorized Seller representative. Buyer’s issuance of a Purchase Order, acceptance of goods or services from Seller, or payment for goods or services to Seller constitutes Buyer’s agreement to these Terms and Conditions.

DEFINITIONS
“Amkor Developed IP” means any and all Intellectual Property Rights developed, created, or conceived solely by one or more employees of Amkor in the performance of activities under this Agreement and during the term of this Agreement.

“Background Intellectual Property” means any and all of a party’s Intellectual Property Rights: (i) owned or controlled by that party before the Effective Date; (ii) acquired by that party from a third party after the Effective Date; or (iii) created, conceived of, or developed by that party outside the performance of activities under this Agreement or the term of this Agreement.

“Buyer Directives” means the written instructions, requirements, or specifications provided by Buyer to Amkor for the provision of Services.

“Buyer Developed IP” means any and all Intellectual Property Rights developed, created, or conceived solely by one or more employees of Buyer in the performance of activities under this Agreement and during the term of this Agreement.

“Buyer Materials” means die, wafers, or other materials or components consigned by Buyer to Amkor or technical information provided by Buyer for use in the Services.

“Excess Materials” means Materials with an on-hand or on-order balance purchased by Amkor that are not consumed or needed by Buyer for causes attributable to: (i) Buyer, including without limitation: (A) Buyer’s failure to issue a forecast or orders to consume the Materials; (B) Buyer cancellations or reschedules; (C) design changes or conversions; (D) obsolescence; (E) Buyer’s instruction to Amkor not to use the Material; (F) MOQ that result in more Materials than needed (G) Material requested by Buyer for which it is not apparent that such Materials are required based on Buyer’s forecast; (H) unqualified Material requested by Buyer; or (I) additional safety stock requested by Buyer; or (ii) Material suppliers: (A) requiring long-term or long-lead time orders; or (B) not accepting cancellations, reductions, or mix changes of Material orders, all as indicated in a Pre-Alert.
“Forecast” is a Buyer-provided rolling weekly breakdown of demand for Services with a minimum outlook of 6 months that is used by Amkor to purchase Materials, and which contains detailed information identifying the device, package type, and Buyer Directives.

“Inspection Period” means 15 days after the delivery date of Product.

“Intellectual Property Rights” means any and all intellectual property rights and other similar proprietary rights in any jurisdiction, whether registered or unregistered, including without limitation, all rights and interests in and to: (a) patents, patent applications, inventions (whether or not patented or patentable); (b) copyrights and other rights associated with works of authorship; and (c) trade secrets, know-how, and confidential information together with all registrations and applications to register any of the foregoing.

“IP Claim” means any claim or suit by a third party alleging infringement or misappropriation of any valid Intellectual Property Right of such third party.

“Joint Developed IP” means Intellectual Property Rights conceived jointly by at least one employee of Amkor and at least one employee of Buyer, wherein each of such employees has made a contribution to the conception of such Intellectual Property Rights in the performance of activities under this Agreement and during the term of this Agreement.

“Lead Time(s)” means the amount of time required to receive Materials. Lead Times vary depending on quantity, technology, and supplier capacity.

“Losses” means damages and costs finally awarded by a court or agreed to in a settlement by the indemnifying party for an IP Claim.

“Materials” means materials that are requested by Buyer for the provision of Services by Amkor to Buyer, which materials are dedicated for use in Buyer’s Products and cannot be used by Amkor for the provision of services to Amkor’s other customers.

“Minimum Order Quantity” or “MOQ” means the minimum batch size of an order, which may vary depending on type of materials, supplier’s terms, technology, supplier capacity, and timing of the order. MOQ may change over time.

“Pre-Alert” means a report identifying Excess Materials as well as the aging of other Materials.

“Products” means Buyer’s semiconductor devices in finished goods form after the performance of Services by Amkor.

“Purchase Orders” means a written request for Services issued by Buyer to Amkor.

“Services” mean any of the semiconductor assembly and test services Amkor performs for Buyer and which are intended for mass production.

“Service Fee” means the price of Services as set forth in Amkor’s quotation.

“Warranty Period” means 90 days from the date of delivery of the Product.

BUYER DIRECTIVES AND PRODUCTS
Buyer will provide Seller with Buyer Directives. No change to the Buyer Directives will be effective unless set forth in writing in an engineering change notice that references the Quotation and is executed by Buyer and agreed to by Seller in writing. Any such notice must specify the timing for implementation of the proposed change. Buyer will use commercially reasonable efforts to communicate to Seller any proposed change sufficiently prior to the time Buyer desires the change to take effect so as to give Seller a reasonable amount of time to consider and implement such change, if approved. Depending on the scope and magnitude of the change, the parties will adjust Service Fees to reflect additional costs and performance obligations of Seller. Buyer is solely responsible for: (i) engineering and developing the Buyer Directives to meets its requirements; (ii) final approval of the Buyer Directives; (iii) any and all qualifications of the Products relating to suitability for use in any end Product application of Buyer’s customers and for determining the suitability of the Services for use in any end Product application; and (iv) determining the suitability of the Services for use in a Product. Buyer represents and warrants that its Products are in compliance with all applicable laws and regulations. As soon as reasonably possible, Buyer will notify Seller of, and keep Seller apprised of any developments regarding any claim, or to Buyer’s knowledge, any potential claim against any Product for which the Services have been rendered and which claim or potential claim would reasonably be understood to be attributable to the Services. Buyer and Seller will work in good faith to establish an electronic data connection between the parties for the efficient transmission of routine business data, including but not limited to communication of forecasts and responses, Purchase Orders, shipping information, and any other information either party needs to fulfill its obligations in this Quotation. Each party is responsible for its own costs incurred in establishing such connectivity. Any Seller Quotation, or Buyer Purchase Orders placed through any such electronic data connection, are governed by these Terms and Conditions.

SERVICE FEES; TERMS OF PAYMENT; TAX
Seller will provide Buyer with any updates to such Service Fees prior to commencement of the applicable Services. All payments are due in full in U.S. dollars, or other currency as may be agreed to between the parties, within 30 days from the invoice date, or other terms as may be agreed to by the parties, by wire transfer of immediately available funds to the account set forth in the invoice. Any dispute relating to any invoice must be made in writing and made prior to the due date, and any such dispute will not affect payment of undisputed amounts. If Buyer fails to pay Seller any amount due, Seller may take one or more of the following actions: (i) stop performance and delivery; (ii) place Buyer on credit hold; (iii) refuse to accept new Purchase Orders; or (iv) apply, on a daily basis, an interest charge on all overdue amounts to the fullest extent permitted by law. Any cost incurred by Seller in connection with such failure, including, but not limited to storage costs, will be paid by Buyer upon submission of Seller’s invoice.

FOR TEST SERVICES ONLY: Basic electrical failure verification is included in the Quotation unless otherwise indicated therein. The parties acknowledge that basic electrical verification includes only the effort necessary to determine that device failures are not caused by improper load board seating, socket wear out or handler misalignment. Unless otherwise specified in the Quotation, the Quotation does not include any effort to determine the root cause of any failure of a device, characterization work, or any other analysis not required to verify that failing devices are valid failures. Service Fees do not include any taxes of any kind. Buyer is solely responsible for and will pay all such taxes, unless Buyer provides Seller with a tax-exemption certificate in form and substance reasonably satisfactory to Seller. All payments by Buyer hereunder will be made without setoff or deduction.

PRECIOUS METALS
Service Fees set forth in the Quotation are subject to change if the precious metals price of gold changes prior to the time Seller begins performance of the Services.

TITLE/DELIVERY
Title, and risk of loss of, or damage to, any Buyer Materials and Products remain with Buyer. Seller will take reasonable precautions to care for Buyer Materials and Products while in its possession. Seller will use commercially reasonable efforts to meet the mutually agreed upon delivery dates. Delay in delivery does not relieve Buyer of its obligation to pay for Services or accept subsequent deliveries. Seller is not liable for any costs, losses, damages, claims, or expenses incurred by Buyer if Seller fails to meet the mutually agreed delivery dates. In the event Buyer requests that Product be delivered to a designated warehouse area at or near Seller’s facility, physical delivery of Product to the designated area will constitute delivery of the Product by Seller. Title to Product not previously vested in Buyer will pass to Buyer upon Seller’s tender of such Product to this designated area. Delivery of the Products is EXW, Seller’s factory (Incoterms 2020). Seller will be relieved of its obligations to the extent Seller is delayed in its ability to perform due to Buyer’s failure to ship Buyer’s Materials in sufficient quantity, with sufficient quality, in a timely manner, or otherwise not in accordance with the forecast or Purchase Orders. If Seller provides confirmation that it has capacity to schedule the Services, such confirmation may be construed only as an indication that Seller would be able to begin performance within the specified period, subject to prior receipt of necessary supplies and documentation and changes in capacity prior to the beginning of the Services. Buyer is responsible for any and all: (i) shipping and storage costs to and from Seller’s facilities; (ii) export and import duties and fees; and (iii) insurance costs applicable to Buyer Materials and Products. Buyer will also be the importer of record for delivery of Products to the location designated by Buyer. Seller will provide reasonable assistance to clear Buyer Materials and Products through import and export customs.

RESCHEDULING; CANCELLATION; TERMINATION
Buyer may cancel, reduce, or reschedule the Purchase Order only upon notice to Seller at least 30 days prior to the shipment date specified in Seller’s acceptance documentation, subject to Seller’s cancellation charges, including, but not limited to, costs for work-in-progress and other expenses. Buyer may reschedule the shipment of the Purchase Order one time without penalty, provided that the actual shipment occurs within 30 days from the originally specified shipment date. In the event Buyer instructs Seller to postpone shipment more than 30 days from the originally specified shipment date, Seller will be entitled to invoice Buyer for the Purchase Order immediately and Buyer will be liable for, and pay within 30 days of the invoice date, the entire purchase price of the Purchase Order so postponed whether or not the shipment date has then occurred. Seller will have the right to terminate a Quotation or Purchase Order at any time for any reason effective immediately upon notice to Buyer if there is any claim of infringement of Intellectual Property Rights arising out of or relating to the Product, Buyer Materials, Buyer Directives, or the importation, use, possession, sale, or delivery of any Product, Buyer Materials, or Buyer Directives. In the event of any act of bankruptcy, whether voluntary or involuntary, or any insolvency proceeding instituted by or against Buyer, with respect to any Services covered by an outstanding Quotation or Purchase Order, in additional to any other rights Seller may have as a matter of applicable law, Seller may terminate any Purchase Order and stop delivery of any Product for which Services have been performed.

BUYER MATERIALS
Title, and risk of loss of, or damage to, any Buyer Materials will remain with Buyer at all times. Seller will take reasonable precautions to care for Buyer Materials while in its possession.

STOCK REQUIREMENT; MATERIAL RESPONSIBILITY
Seller will purchase Materials and maintain an inventory of such Materials according to Seller’s standard order policy, which includes 3 weeks safety stock, plus lead time on order based on the level of Seller’s written commit to Buyer’s rolling forecast. The amount of safety stock may be increased or decreased upon Buyer’s written request. The Lead Times to be used in Material Acquisition will be available to the Buyer upon request. Where reasonably possible, Seller will use commercially reasonable efforts to shorten Lead Times and reduce the MOQ” which may vary and change over time depending on type of materials, supplier’s terms, technology, supplier capacity, and timing of the order. Seller will be relieved of its obligations to the extent attributable to: (i) Buyer; (ii) an interruption to Seller’s supplier’s business operations; or (iii) a force majeure event as provided in this Quotation. Seller will provide Buyer a monthly Pre-Alert. If Buyer has a good-faith dispute regarding the contents of the Pre-Alert, it must provide Seller notice of the dispute within 30 days of receipt of the Pre-Alert or Buyer will be deemed to agree with the Pre-Alert. Buyer must issue a Purchase Order for Services to consume Excess Materials once they have aged 90 days from the date of receipt of the Materials by Seller. These Excess Materials must be consumed within 180 days from the date of receipt of the Materials by Seller. If the Excess Materials are not consumed by Buyer through the provision of Services by Seller within the time stated, Seller will invoice Buyer for the purchase price paid by Seller for such Excess Materials, plus a fifteen percent (15%) handling charge, and such Excess Materials will be reclassified as Buyer consigned inventory, and unless otherwise agreed by the parties, stored in a Seller warehouse until the earlier of one year after it is classified as consigned material or the material expires. The consigned materials will be consumed according to Buyer’s forecast. Buyer will return consigned materials to Buyer at Buyer’s expense once consigned materials have been stored at Seller for one year as provided herein or the material expires, whichever occurs first. Upon Buyer’s request or when Buyer’s forecast indicates that the Excess Materials will be consumed, Seller may extend the shelf life of the Materials and use such recertified Materials for assembly services. If Buyer requests Seller not to recertify Materials or not to use recertified Materials, the Materials will be deemed Excess Materials and Buyer will pay for the Excess Materials as provided for herein. Buyer will pay Seller in full within the time period stated in the Quotation. If Buyer terminates the Purchase Order for any reason, or Seller terminates this Purchase Order for its convenience, this Quotation will remain in effect until all Material in Seller’s possession is consumed or purchased by Buyer as provided herein. Seller may elect at any time to require Buyer to purchase all Materials in Seller’s possession and convert the Materials to consigned Materials in the event of a material breach by Buyer. EXCEPT FOR A BREACH OF THE CONFIDENTIALITY SECTION OF THESE TERMS AND CONDITIONS, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER THIS SECTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE, FOR ANY INCIDENTAL, SPECIAL, INDIRECT, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR ANY LOSS OF USE, LOSS OF TIME, INCONVENIENCE, COMMERCIAL LOSS, OR LOST PROFITS, SAVINGS, OR REVENUES, TO THE FULL EXTENT SUCH MAY BE DISCLAIMED BY LAW. IN NO EVENT WILL EITHER PARTY’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, REGARDLESS OF THE THEORY OR FORM OF THE CLAIM, BE GREATER THAN THE COST OF THE MATERIALS GIVING RISE TO THE CLAIM PLUS ANY FEES AS MAY BE PROVIDED FOR IN THIS AGREEMENT.

INSPECTION; ACCEPTANCE
Buyer may conduct an inspection of such Products during the Inspection Period. The methodology, applicable criteria and other relevant details for such inspections will be as agreed by Buyer and Seller. Failure by Buyer to give notice to Seller of any full or partial rejection of such Products by the expiration of the applicable Inspection Period will be deemed an acceptance of such Products by Buyer. If during the Inspection Period any Product(s) fail to pass inspection, Buyer will give written notice to Seller describing in reasonable detail the reason for any rejection. Buyer will not return any Products without the prior written consent of Seller. Seller and Buyer will agree on disposal or correction of rejected Products and on any necessary Service Fee adjustment.

PRODUCT USE RESTRICTION
Services are not intended or authorized for medical device applications or for pharmaceutical end uses. Buyer will not knowingly sell or use the Product in medical devices or pharmaceutical applications. Seller will have the right to terminate a Quotation in the event of a breach of this obligation by Buyer immediately upon notice to Buyer. Buyer will indemnify and defend Seller, its officers, employees, subsidiaries, and distributors harmless against all claims, costs, damages and expenses, and reasonable attorneys’ fees arising out of or related to claims of bodily injury or death associated with such unauthorized use.

WARRANTY
During the “Warranty Period, Seller warrants that all Services will comply with the Buyer Directives and will be free from defects in materials and workmanship. Seller makes no warranty to Buyer express or implied whatsoever with regard to the Buyer Materials, including but not limited to the workmanship, quality, or functionality. If a noncompliance or covered defect occurs, Buyer will promptly notify Seller. For any covered warranty claim made within the Warranty Period, Seller will, at its option and as Buyer’s sole and exclusive remedy for any warranty claim, either: (i) reperform the affected Services; (ii) rework the affected Products; or (iii) issue a credit not to exceed the Service Fee for the affected Services. Buyer may only return Products to Seller in accordance with a mutually agreed upon warranty return procedure. The reperformance or rework of the affected Products by Seller will not extend the duration of the Warranty Period. Seller’s warranty hereunder does not apply to the extent the nonconformance or defect was the result of: (a) normal wear and tear, abuse, misuse, unauthorized or faulty repairs, alteration or tampering by any party other than Seller or operation in a manner in violation of installation, storage, handling, operation or maintenance instructions; (b) the Buyer Directives; (c) the design of the Products; or (d) Buyer. THIS WARRANTY IS EXCLUSIVE OF ALL OTHER WARRANTIES WHETHER WRITTEN, ORAL, EXPRESSED, OR IMPLIED, INCLUDING ANY WARRANTY OF NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE. THIS WARRANTY IS BUYER’S SOLE AND EXCLUSIVE WARRANTY AND REMEDY FOR SERVICES REGARDLESS OF WHEN THE DEFECT OR NON-CONFORMANCE ARISES AND WHETHER A CLAIM IS BASED ON CONTRACT, INDEMNITY, WARRANTY, TORT, STRICT LIABILITY OR OTHERWISE.

LIMITATION OF LIABILITY
SELLER ASSUMES NO OBLIGATION OR LIABILITY TO BUYER OF ANY KIND WITH RESPECT TO BUYER MATERIALS, BUYER DIRECTIVES, OR BUYER’S DESIGNS. NON-PRODUCTION SERVICES AND PRODUCTS, INCLUDING ENGINEERING DEVICES, NEW PRODUCT INTRODUCTIONS, SERVICES USING UNQUALIFIED MATERIALS OR PROCESSES PERFORMED AT CUSTOMER’S DIRECTION, AND SAMPLES ARE PROVIDED “AS IS” AND SELLER DISCLAIMS ALL LIABILITY ARISING OUT OF OR RELATED TO SUCH SERVICES OR PRODUCTS. AND BUYER WILL DEFEND SUPPLIER AGAINST ALL CLAIMS AND INDEMNIFY SUPPLIER FROM ALL DAMAGES ARISING OUT OF LIABILITY IN THIS PARAGRAPH. IN NO EVENT WILL SELLER’S LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO THE QUOTATION OR ANY PURCHASE ORDERS, SERVICES OR PRODUCTS EXCEED THE SERVICE FEE PAID, OR INVOICED BUT NOT YET PAID, BY BUYER FOR THE SERVICES RENDERED THAT CAUSED THE CLAIM. FURTHERMORE, SELLER WILL NOT BE LIABLE, REGARDLESS OF THE THEORY OR FORM OF THE CLAIM FOR ANY LOST PROFITS, LOST SAVINGS, LOSS OF USE OR ANY OTHER ECONOMIC LOSS OR SPECIAL, INCIDENTAL, INDIRECT, SPECULATIVE, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS QUOTATION EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

COMPLIANCE WITH LAW; EXPORT CONTROLS; AUTHORIZATIONS
Seller and Buyer will comply at all times with all applicable federal, state, and local laws and regulations. Neither party will export, reexport, or transship directly or indirectly, product or Seller’s technical data to any country restricted by the U.S. government, except as authorized by the appropriate U.S. governmental agencies. If Buyer is engaged in the United States in the business of either exporting, manufacturing, or brokering products subject to the U.S. Munitions List or is subject to U.S. export controls under the Arms Export Control Act, the International Traffic in Arms Regulations, the Export Administration Act, Export Administration Regulations, regulations and orders administrated by the U.S. Department of Treasury, Office of Foreign Asset Controls, or laws and regulations of other countries and their successor and supplemental laws and regulations, Buyer represents that it maintains all required registrations and authorizations. Notwithstanding any other provision of this Quotation and these Terms and Conditions, Buyer represents and warrants it is responsible for advising Seller of any export control restrictions applicable to Buyer Materials or Products and timely obtaining any authorization required for Buyer to provide Seller with Buyer Materials and for Seller to deliver Products, even if any such authorization may be applied for by Seller. Buyer is in all cases responsible to determine whether Buyer Materials or Products are subject to the Export Administration Regulations as that term is defined in Title 15, Sections 734.3, 734.9, and if so the applicable export control classification Without limiting the foregoing, Buyer represents and warrants that Products are not intended for transfer to, end-use by, or benefit of (i) Belarus, Cuba, Iran, North Korea, Russia, Syria, Russia-occupied area of Ukraine, or any other destination subject to U.S. embargo; (ii) parties subject to blocking, export denial or other U.S. trade sanctions; (iii) activities involving nuclear proliferation, chemical, biological or nuclear weapons, or missiles capable of delivering such weapons;  (iv) any military end-use, military end-user, military-intelligence end-use or military-intelligence end-user, as those terms are defined in U.S. Code of Federal Regulations, Title 15, Sections 744.21 and 744.22 in China, Russia, Belarus, Venezuela, Myanmar, Cambodia, or any other country identified in these Sections; or (v) development or production of integrated circuits at an advanced-node fabrication facility; development or production of front-end integrated circuit production equipment; or making or servicing a supercomputer or components or equipment to be used in a supercomputer, as those activities are described in Title 15, Section 744.23, in China, Macau or other countries in Group D:5 as listed in Supplement No. 1 to Title 15, Part 740. The foregoing representations and warranties are continuing in nature and Buyer will promptly notify Seller of any changes in facts or circumstances affecting their accuracy. Buyer and Seller will provide each other reasonable assistance in obtaining required authorizations. Buyer will indemnify and hold harmless Seller from and against any and all damages, liabilities, penalties, fines, costs, and expenses, including attorneys’ fees, arising out of claims, suits, allegations or charges caused by Buyer’s breach of this Section, any such breach being a material breach of this Agreement. Seller is not liable if any authorization is delayed, denied, revoked, restricted, or not renewed, and Buyer will not be relieved of its obligations to pay Seller for any affected Services.

ETHICAL PRACTICES
Buyer will not take any action that will render Seller liable for a violation of the United States Foreign Corrupt Practices Act, which prohibits the offering, giving, or promising to offer or give, directly or indirectly, money or anything of value to any official of a government, political party, or instrumentality of these organizations, for the purpose of influencing any official act, omission, or exercise of influence by the recipient, to assist Buyer or Seller in obtaining or retaining business. Breach of this Section by Buyer is a material breach and Seller may immediately cease the provision of Services.

INTELLECTUAL PROPERTY OWNERSHIP; INDEMNIFICATION
Each party will retain sole and exclusive ownership, rights to, and control of, its Background Intellectual Property. All Seller Developed IP will be solely owned by Seller. All Buyer Developed IP will be solely owned by Buyer. All Joint Developed IP will be jointly owned by Seller and Buyer. Each party may freely use, exploit, license, and enforce such Joint Developed IP, and authorize others to do so, with no obligation to obtain consent from or account to the other party, for profits or otherwise, and each party waives any right it may have under the laws of any country to require such consent or accounting. Seller will defend or settle, at its option and expense any IP Claim against Buyer and pay Losses, in each case, to the extent caused by the Services. The foregoing obligations do not extend to any IP Claim or Losses arising from or related to: (i) materials (including, without limitation, wafers, die, or substrates) or information (including, without limitation, designs) provided or required by Buyer; (ii) Seller’s compliance with Buyer Directives; (iii) the modification of any product, component, or other item delivered by Seller; or (iv) the combination of any product, component, or other item delivered by Seller with any other product, component, item, software, service, or process not supplied by Seller. If an IP Claim is asserted or which Seller believes may be asserted, Seller, at its sole option and expense, will: (i) obtain for Buyer a license to use the Services; (ii) modify or take other action to render the affected Service non-infringing; or (iii) cease providing the affected Service upon notice to Buyer. Buyer will defend or settle, at its option and expense, any IP Claim against Seller and pay Losses for such IP Claim, in each case, to the extent arising out of or related to: (i) materials (including, without limitation, wafers, die, or substrates) or information (including, without limitation, designs) provided or required by Buyer; (ii) Seller’s compliance with Buyer’s Directives; (iii) the modification of any product, component, or other item delivered by Seller; or (iv) the combination of any product, component, or other item delivered by Seller with any other product, component, item, software, service, or process not supplied by Seller. An indemnifying party’s obligations under this section are conditioned on the compliance of the indemnified party with each of the following: (i) notifying the indemnifying party in writing within 30 days after receiving notice of an IP Claim against the indemnified party, and in the event such IP Claim is a claim of infringement of a patent(s) then such written notification to the indemnifying party will include (a) the asserted patent number(s), and (b) for each asserted patent, identification of the Services alleged to have infringed such patent; (ii) allowing the indemnifying party sole control of the defense and settlement of the IP Claim against the indemnified party; and (iii) cooperating and assisting with the defense and settlement as the indemnifying party may reasonably request, including without limitation, furnishing records, information, and testimony. The indemnifying party will reimburse the indemnified party for its reasonable out-of-pocket costs of such cooperation and assistance actually incurred. THIS SECTION STATES THE SOLE AND ENTIRE OBLIGATION OF THE PARTIES WITH RESPECT TO ANY “CLAIM” OR “LOSSES”.

CONFIDENTIALITY
Neither Seller nor Buyer will publicly announce or disclose to any third party, whether orally or in writing, the existence or content of the Quotation or these Terms and Conditions or any transactions or relationship without the prior written consent of the other party. A party that receives confidential or proprietary information from the other party in relation to this Quotation or Terms and Conditions will only use such information for the sole purpose of the mutually beneficial business relationship between the parties and the performance of business transactions under this Quotation or these Terms and Conditions and will not disclose such information to any third party. In the event of any conflict with the term of a separate nondisclosure agreement executed by the parties, the terms of the separate nondisclosure agreement will control. Seller reserves the right to refuse or restrict access to any of Seller’s premises or systems for Buyer’s employees, agents, or consultants who were previously employed by Seller within the previous 2 years from the date of a proposed visit or access.

FORCE MAJEURE
Except for payment obligations, neither party will have any liability or be considered to be in breach or default of its obligations under the Quotation or these Terms and Conditions, to the extent that performance of such obligations is delayed or prevented, directly or indirectly, due to: (i) causes beyond its reasonable control; or (ii) acts of God, acts (or failures to act) of governmental authorities, fires, severe weather conditions, earthquakes, strikes or other labor disturbances, floods, war (declared or undeclared), hostilities or terrorist acts, epidemics, civil unrest, riot, delays in transportation; or (iii) acts (or omissions) of the other party. If delay excused by the preceding paragraph extends for more than 30 days and the parties have not agreed upon a revised basis for continuing the Services, then either party may terminate this Quotation with respect to the unexecuted portion of the Services, and Buyer will promptly pay Seller’s termination charges upon submission of an invoice. Buyer may not terminate any Quotation if such delay is caused by Buyer.

ASSIGNMENT; SUBCONTRACTING
Buyer may not directly or indirectly, by operation of law, or otherwise assign, delegate, transfer or otherwise dispose of its rights hereunder without the prior written consent of Seller. Seller may, in its sole discretion, assign its rights or obligations to a subsidiary or subcontract the performance of any Service, provided that Seller will remain responsible for any obligations subcontracted.

GOVERNING LAW; DISPUTE RESOLUTION
The Quotation and these Terms and Conditions and all questions relating to their validity, interpretation, and enforcement will be governed by and construed, interpreted, and enforced in accordance with the laws of the State of Delaware, U.S.A., applicable to contracts made and to be performed in Delaware, without giving effect to any principles or rules of conflict of laws to the extent such principles or rules would require or permit the application of the laws of any other jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods will not apply in any event. All controversies or claims arising out of or related to this Quotation or these Terms and Conditions will be resolved in the state and federal courts in Delaware.

NOTICES
All notices and other communications required or authorized under the Quotation or these Terms and Conditions are to be given in writing either by personal delivery or by registered mail addressed to Amkor Technology, Inc. at 2045 East Innovation Circle, Tempe, Arizona, U.S.A. 85284, Attn: General Counsel, with a copy to Amkor Technology Singapore Holding Pte. Ltd. at 491B River Valley Road, #12-03, Valley Point Office Tower, Singapore, 248373, Attn: Legal Department, and to Buyer at the address(es) indicated in the Quotation.

GENERAL
Headings used in the Quotation or these Terms and Conditions are for the convenience of reference only and do not affect the interpretation of the Quotation or these Terms and Conditions. If any provisions of the Quotation or these Terms and Conditions is held invalid or unenforceable, the remaining provisions will be unimpaired and the invalid or unenforceable provision will be replaced with a provision that is valid and enforceable and that comes closest to the parties’ intention underlying the invalid or unenforceable provision. Nothing in these Terms and Conditions or the Quotation will confer any rights upon any third party. Except as expressly set forth herein, no partial or complete failure or delay on the part of a party to exercise any right, power or remedy will operate as a waiver of that party’s right, power or remedy. Neither party may use the name or trademarks of the other party without that party’s prior written consent, provided, however, that Seller may generally acknowledge in marketing materials that Buyer is a customer of Seller. These Terms and Conditions will be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns.

SURVIVAL
These Terms and Conditions will survive the expiration, termination, or cancellation of the Quotation or any Purchase Order.