Agreement on the Export/Import Control Compliance - NEC Corp., Newport Fab LLC and Shanghai Hua Hong NEC Electronics Co.
THE EXPORT/IMPORT CONTROL COMPLIANCE
NEC Corporation ("NEC"), Newport Fab, LLC ("JAZZ") and Shanghai Hua Hong NEC Electronics Company, Limited ("HHNEC") hereby agree as follows:
It is understood and agreed by the Parties that HHNEC shall maintain the Transaction Management Committee (which is the HHNEC's existing internal committee having the full and sole function to observe the HHNEC's policy that HHNEC shall not be engaged in any transaction with military customers and any transaction for military purposes). In the event that the Transaction Management Committee is dissolved or changed without the unanimous approval of the parties hereto, all technology transfer agreements entered into between HHNEC and each of NEC and Jazz shall be immediately terminated at the election of the licensor party (NEC, or JAZZ or both, as the case may be), in which case, the licensor party shall be released from any and all obligations as set forth in such technology transfer agreements and be entitled to claim against HHNEC for all actual losses incurred therefrom.
This Agreement shall be signed in Chinese and English in three (3) originals, each party keeping one (1) original for their records.
/s/ GREGORY J. GONIRAN
|Title:||Gregory J. Goniran|
Newport Fab, LLC
/s/ SHU LI
Shanghai Hua Hong NEC Electronics Company, Limited NEC Corporation
/s/ K. SHIMAKURA
|Date:||VC of Board & President|