EXHIBIT 23.4
INDEMNIFICATION AGREEMENT
THIS INDEMNIFICATION AGREEMENT (the "Agreement") is made as of the 1st day
of September 2004 by and between Infiniti Solutions Ltd ("Client") and Gartner,
Incorporated.
Gartner Incorporated (Gartner) hereby consents to the use by Client of
certain Gartner material in Client's Registration Statement ("Offering
Memorandum"), as set forth on the attached Exhibit A, subject to the following
terms and conditions.
In the Offering Memorandum, it shall be stated that the Gartner
information contained therein represents Gartner's estimates and no
representation shall be made that Gartner's information represents facts.
Furthermore, Client agrees to indemnify and hold harmless Gartner, its officers,
employees and agents, from and against any and all claims, suits, actions,
causes of action, and all liabilities, judgments, losses, costs, damages and
expenses in connection therewith (including, but not limited to, all costs and
expenses of investigation and all fees and expenses of counsel), arising,
directly or indirectly, out of any breach of the foregoing, any damages to
Gartner related to the Gartner information provided in the Offering Memorandum,
any untrue statement or alleged untrue statement of a material fact contained in
the Offering Memorandum or any omission or alleged omission to state therein a
material fact required to be stated therein or necessary to make the statements
therein not misleading or any violations by Client of any rule or regulation
promulgated under the Securities Act of 1933, as amended (or similar statute),
as the same may be in effect from time to time relating to any action or
inaction required of Client in connection with the Offering Memorandum.
With respect to any indemnity sought against Client hereunder, Gartner
shall promptly notify Client of the claim in writing, and Client, upon the
request of Gartner, shall assume the defense thereof on behalf of Gartner
including the employment of counsel and payment of expenses. Gartner also shall
have the right to participate in such defense and to employ its own counsel, but
the fees and expenses of such counsel shall be at the expense of Gartner unless
(i) Client and Gartner shall mutually agree to the employment of such counsel,
or (ii) the named parties in any such action (including any impleaded parties)
include both Gartner and Client and Gartner shall have been advised by such
counsel that there may be one or more legal defenses available to Gartner which
are different from or additional to those available to Client (it being
understood, however, that Client shall not, in connection with any one such
claim or separate but substantially similar or related claims in the same
jurisdiction arising out of the same general allegations or circumstances, be
liable for the reasonable fees and expenses of more than one separate firm of
attorneys for Gartner, which firms shall be designated in writing).
Client shall not be liable for any settlement of any claim to which
indemnification applies which is effected without its written consent (which
consent shall not be unreasonably withheld or delayed).
Gartner shall cooperate with reasonable requests of Client in the defense
and disposition of any claim for which indemnification applies.
Client shall not in any such defense, except with Gartner's written
consent, consent to entry of any judgment or enter into any settlement which
does not include as an unconditional term thereof the giving by the claimant or
plaintiff of a release of Gartner from all liability.
(CLIENT) Gartner Incorporated
By: /s/ Kong Kah Chin By: /s/ Gartner, Inc. Representative
----------------------- ---------------------------------
Its: Chief Financial Officer Its: Gartner, Inc. Representative
Date: 1 September 2004 Date: 1 September 2004
EXHIBIT A
SOURCE #1
SEMICONDUCTOR FORECAST: 2Q04 UPDATE DATED 18 AUG 04
SEMCWW
QUOTE #1
REFERENCE: PG.3, TABLE 1
Semiconductors are essential components in a broad range of communications,
computing and other electronic products. "According to Gartner Dataquest, an
independent market research firm, worldwide semiconductor sales totaled $177.5
billion in 2003 and are expected to grow to $305.0 billion in 2008, representing
a compound annual growth rate of 11.4%." Many electronic products require
increasingly complex semiconductors that are smaller and higher-performing,
integrate motre features and functions, and are less expensive to produce than
previous generations of semiconductors. These requirements drive certain trends
in semiconductor packaging and testing.
SOURCE #2
SEMICONDUCTOR ASSEMBLY AND TEST SERVICES FORECAST: 2003-2008 DATED 9 APR 04
SEMC-WW-EX-0338
TRANSACTION ID#: 1322111
QUOTE #2
REFERENCE: PG.4, TABLE 2-3
We also focus on CSP because it is a technology that meets our customers'
increasing demands for miniaturization, functionality and performance.
"According to that same research firm, the market for CSP is expected to grow
from 2.4 billion units in 2003 to 15.5 billion units in 2008, representing a
compound annual growth rate of 45.0%."
QUOTE #3
REFERENCE: PG.12, TABLE 3-1
We believe the trends toward disaggregation of the semiconductor industry and
outsourcing of semiconductor manufacturing services will continue for many
reasons, including the specialized technical expertise and significant capital
expenditiure required in the manufacturing process, the opportunity to optimize
production capacity requirements by relying partially on outsourcing in response
to the cyclical nature of the semiconductor industry, the desire to focus on
core competencies in semiconductor design and marketing, and time to market
considerations. "Gartner Dataquest forecasts that the total worldwide
semiconductor packaging and test market will grow from $29.6 billion in 2003 to
$50.3 billion in 2008, representing a compound annual growth rate of 11.2%.
Gartner Dataquest also forecasts that the outsourced semiconductor assembly and
test services market will grow from $10.2 billion in 2003 to $24.8 billion in
2008, representing a compound annual growth rate of 19.4%, and, based on these
estimates, forecasts that the percentage of semiconductor assembly and test
services provided by outsource firms will increase from 34.5% of the total
market in 2003 to 49.4% in 2008."
SOURCE #3
WORLDWIDE IC PACKAGE FORECAST UPDATES DATED 20 NOV 03
QUOTE #4
REFERENCE: TABLE 2.1
We are the primary or sole source supplier of assembly services for certain MCP
products for a number of our customers. " According to Gartner Dataquest, the
market for MCP is expected to grow from 3.1 billion units in 2002 to 9.9 billion
units in 2007, representing a compound annual growth rate of 26.2%."
