Common use of AMD Services Advisor Clause in Contracts

AMD Services Advisor. AMD shall appoint at AMD’s expense an individual (the “AMD Services Advisor”) who will serve as the AMD representative to Spansion regarding Spansion’s receipt of the Services. The AMD Services Advisor will serve in an advisory capacity to Spansion only and will not have independent veto rights or other day-to-day decision-making authority over Spansion’s receipt, use and oversight of the Services. The AMD Services Advisor will act in the best interests of Spansion, not AMD. Spansion shall make available to the AMD Services Advisor office space and facilities upon the AMD Services Advisor’s reasonable request as and when reasonably required by the AMD Services Advisor to enable the AMD Services Advisor to perform his or her responsibilities hereunder. In the performance of the AMD Services Advisor’s functions, the AMD Services Advisor shall have the right as reasonably necessary to consult with other AMD employees with appropriate expertise in the respective Service areas and provide information regarding the Services to such employees. For purposes of determining the scope of the AMD Services Advisor’s rights and responsibilities hereunder, the term “Services” will be deemed to include any services performed by Fujitsu pursuant to Special Projects. In the event that AMD’s Aggregate Ownership Interest falls below ten percent (10%) and AMD no longer provides services to Spansion that are similar to the Services, either Spansion or AMD may, but shall not be required to, by written notice to the other and Fujitsu, terminate the role of the AMD Services Advisor, and, upon such termination, the AMD Services Advisor shall have no further rights or obligations hereunder.