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Information Technology Service Agreement - Conexant Systems Inc. and SpecialtySemi Inc.

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INFORMATION TECHNOLOGY SERVICE AGREEMENT

        This INFORMATION TECHNOLOGY SERVICE AGREEMENT (this "Agreement") is made and entered into as of March 12, 2002 (the "Effective Date"), by and between CONEXANT SYSTEMS, INC., a Delaware corporation ("Conexant"), and SPECIALTYSEMI, INC. a Delaware corporation ("Specialtysemi") having its primary business operations located at 4311 Jamboree Road in Newport Beach, California. Conexant and Specialtysemi are referred to individually as "Party" and collectively as the "Parties."

BACKGROUND

        Specialtysemi desires to obtain from Conexant, and Conexant desires to provide to Specialtysemi, certain information technology services during the term of, and subject to the terms and conditions of, this Agreement.

        NOW, THEREFORE, in consideration of the mutual covenants herein and for good and valuable consideration, receipt of which is hereby acknowledged, the Parties agree as follows.

AGREEMENT

        1.    DEFINITIONS.    The following terms, when used in this Agreement with initial capital letters, have the meanings ascribed to such terms in this Section 1.


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        2.    RIGHTS AND LICENSES    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        3.    SERVICES    

        4.    SPECIALTYSEMI OBLIGATIONS    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        5.    RESTORATION OF DATA AND MISSION CRITICAL SERVICES.    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        6.    COORDINATION AND COMMUNICATION    

        7.    PRICING & PAYMENTS    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        8.    CONFIDENTIALITY OBLIGATIONS.    The Parties acknowledge that any nonpublic information disclosed or provided by one Party to another Party in connection with this Agreement will be subject to the Confidentiality Agreement between the Parties dated February 23, 2002 (the "Confidentiality Agreement").

        9.    ACCESS TO COMPUTER SYSTEMS.    If either Party is given access to any equipment, computer, software, network, electronic files, or electronic data storage system owned or controlled by the other Party, the Party provided access shall limit such access and use solely to provide or receive, as applicable, IT Services under this Agreement and shall not access or attempt to access any equipment, computer, software, network, electronic files, or electronic data storage system, other than those specifically required to provide or receive, as applicable, the IT Services. Each Party shall limit such access to those individuals with a requirement to have such access in connection with this Agreement, shall advise the other Party in writing of the name of each such person who will be granted such access, and shall strictly follow all security rules and procedures of the other Party for use of that Party's electronic resources. All user identification numbers and passwords disclosed to a Party by the other Party and any nonpublic information of a Party obtained by the other Party as a result of their access to and use of any equipment, computers, software, networks, electronic files, and electronic data storage systems owned or controlled by the disclosing Party, shall be deemed to be, and shall be treated as, subject to the Confidentiality Agreement. Each Party agrees to cooperate with the other Party in the investigation of any apparent unauthorized access by the first Party to any equipment, computer, software, network, clean-room, electronic file, or electronic data storage systems owned or controlled by the other Party, or any apparent unauthorized release of nonpublic information by the first party's employees.

        10.    LIMITATIONS OF LIABILITY    

        11.    REPRESENTATIONS AND WARRANTIES AND LIMITATIONS.    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        12.    INDEMNIFICATION.    

        13.    TERM AND TERMINATION    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        14.    GENERAL    


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

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        The Parties have executed this Agreement as of the Effective Date.


SPECIALTYSEMI, INC.

 

CONEXANT SYSTEMS, INC.

By:

/s/  CLAUDIUS E. WATTS IV      

 

By:

/s/  DWIGHT DECKER      

Name:

Claudius E. Watts IV

 

Name:

Dwight Decker

Title:

President

 

Title:

Chief Executive Officer

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EXHIBIT A

BASE SERVICES

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

A-1


EXHIBIT B

CURRENT SCOPE OF SERVICE

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

B-1


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

B-2


EXHIBIT C

SUPPORTED SOFTWARE

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

C-1


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

C-2


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

C-3


EXHIBIT D

SUPPORTED HARDWARE

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

D-1


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

D-2


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

D-3


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

D-4


[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

D-5


EXHIBIT E
BUSINESS PROCEDURES/PROCESSES

1.     Additional Services Generally.

2.
Project Services. For Additional Services that will be performed as a discrete Project, the following terms apply.

a.
The Project objectives and scope must be documented and accepted by Specialtysemi and Conexant in an Additional Services Order before commencement of the Project.

b.
The Project will have a Project Manager, from Conexant, and a Customer Contact, from Specialtysemi. These positions must be established, and accepted, prior to the commencement of the Project.

c.
Conexant will follow the [...***...] methodology for conducting its Projects. This methodology will be clearly stated and documented prior to the commencement of the Project.

d.
In order to enable Conexant to successfully complete the Project, Specialtysemi may be required to complete certain tasks, provide Conexant with cooperation and assistance, as may be reasonable under the scope of the project. Specialtysemi acknowledges that its failure to perform its obligations under the scope of the Project could result in delays on the part of Conexant in completing the Project on schedule. Accordingly, Conexant shall be excused from performing its obligations to the extent Conexant's performance is actually prevented or hindered by Specialtysemi's nonperformance, and Specialtysemi agrees that Conexant shall be entitled to extension of time to complete the affected services and, if applicable, an adjustment of the applicable fee.

e.
According to the accepted Project methodology, and within a reasonable time, Conexant will provide Specialtysemi with a detailed list of accepted deliverables (objectives) for the Project, a detailed Project schedule, and a Project budget. The requirements list, budget and schedule needs to be accepted by both Parties for the continued completion of the Project.

f.
Conexant and Specialtysemi will hold periodic management reviews to track the progress of the Project. The duration and frequency of these reviews will be established prior to the commencement of each Project.

g.
Conexant will invoice Specialtysemi according to the payment terms established in Section 8 of the Agreement.

h.
Specialtysemi will be responsible for any on-going expenses associated with the project during the project and following the project's completion, including, but not limited to networking, hardware and software maintenance, etc., as documented in an Additional Service Order.


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

E-1


EXHIBIT F
REIMBURSABLE EXPENSES

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

F-1


EXHIBIT G
BACKUP AND RECOVERY POLICY

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

G-1


EXHIBIT H
ESCALATION POLICY—ALL IT SERVICES

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

H-1


EXHIBIT I
ESCALATION POLICY—MISSION CRITICAL SERVICES

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

H-2


EXHIBIT J
SERVICE LEVELS

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

J-1


EXHIBIT K
DESIGNATED SOFTWARE

[...***...]


Confidential treatment has been requested for portions of this document. This copy of the document filed as an Exhibit omits the confidential information subject to the confidentiality request. Omissions are designated by the symbol [...***...]. A complete version of this document has been filed separately with the Securities and Exchange Commission.

K-1

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