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Information Technology Professional Services Agreement

2.4 Approval required. Before Conexant has access to the supported software or equipment, Conexant receives all consents, authorizations and agreements that may be required by third parties for the granting of rights in accordance with Sections 2.2 and 2.3 and for Conexant for the implementation of computer services (the “required consents”); However, provided that Specialtysemi collects all necessary consents for specialtysemi materials and specialtysemi materials (the “Specialtysemi Required Consents”). If Conexant does not get the required agreement or Specialtysemi does not receive specialtysemi, the parties meet to agree on alternative approaches to enable Conexant to run IT services. 9. ACCESS TO COMPUTER SYSTEMS. Where a contracting party has access to equipment, computers, software, networks, electronic files or electronic storages owned by the other party or controlled by the other party, the contracting party that granted the agreement limits that access and its use exclusively to provide or receive computer services under this agreement, and cannot access the devices , computers, software, networks or trying to get them. , electronic files or electronic data storage systems that are not specifically necessary for the provision or receipt of computer services. Each party limits access to persons who must have such access under this agreement, informs in writing the other part of the name of any person to whom such access is granted, and strictly respects all the other party`s security rules and procedures with respect to the use of that party`s electronic resources. All user identification numbers and passwords provided to the other party by the other party, as well as all non-public information from one party, received from the other party due to access and use of devices, computers, software, networks, electronic files and electronic data storage systems owned or controlled by the other contracting party or controlled by the other party. are deemed, subject to the confidentiality agreement. Each party agrees to cooperate with the other party in examining a manifestly unauthorized access of the first party to devices, computers, software, network, clean room, electronic systems for storing files or electronic data held or controlled by the other party or controlled by the other party, or unauthorized disclosure, by the staff of the first party. , apparent non-public information. 7.6 Taxes.

The taxes and royalties collected by Conexant under this agreement exclude all revenues, deductibles, excise, sales, uses, gross revenues, tva, goods and services, goods or services, goods or services, collected by a federal, national or local tax authority (“taxes”), and Specialtysemi is responsible for the payment of all these taxes and the penalties and interest resulting from the payment of charges and taxes to Conantex. Specialtysemi will exempt Conexant from any damages, losses, debts, receivables, premiums, expenses, expenses, penalties and expenses that arise directly or indirectly from Specialtysemi`s omission, which must be recovered or paid by Specialtysemi. 3.5 Outsourcing. Specialtysemi is aware that Conexant may have entered into contracts with third parties before and after the date of this agreement for the provision of services related to all or part of the IT services to be provided under this agreement and that it may continue to be provided in the future contract. Conexant reserves the right to continue to enter into contracts with third parties in order to provide the above or to establish new contractual relationships for any of the above conditions; conexant does not absone its obligations under this treaty.