EXHIBIT 10.13
TRANSITION SERVICES AGREEMENT
This Transition Services Agreement (this "Agreement"), effective as of the
1st day of November, 2002 ("Effective Date"), is entered into by and between DSP
Group, Ltd. ("DSPGL"), an Israeli corporation having its principal place of
business in Herzeliya, Israel and Corage, Ltd. ("Corage"), an Israeli
corporation having its principal place of business in Herzeliya, Israel. (DSPGL
and Corage sometimes are collectively referred to in this agreement as the
"Parties" and each individually as a "Party".)
RECITALS
A. DSP Group, Inc. ("DSPGI"), is engaged in the Products Business and the
Licensing Business.
B. Pursuant to the terms of a Separation Agreement of even date with this
Agreement by and among DSPGI, DSPGL, Ceva, Inc., Corage and DSP Ceva Inc. (the
"Separation Agreement"), effective as of the Effective Date, DSPGL and DSPGI are
transferring the Licensing Business and related assets to Corage, Ceva, Inc. and
DSP Ceva Inc.
C. In order to enable Corage to operate the Licensing Business in an
effective manner, the Parties wish to provide for the provision by DSPGL to
Corage of certain testing, design, purchasing, administrative, sales and
marketing, and other services for the period and on the terms and conditions
set forth herein.
AGREEMENTS
Now, therefore, in consideration of the mutual covenants and conditions
contained herein, the Parties hereby agree as follows:
ARTICLE I
DEFINITIONS
Capitalized terms used but not otherwise defined in this Agreement have the
meanings given in the Separation Agreement. In addition to the capitalized
terms defined elsewhere in this Agreement, the following terms shall have the
following meanings:
Section 1.1 Administrative Services. "Administrative Services" shall mean
administrative services of the types and scope normally performed by the
Dedicated Administrative Employee.
Section 1.2 Aggregate Shared Fleet Expense. "Aggregate Shared Fleet
Expense" shall mean, for any period, (i) the compensation, benefits and other
direct expense with respect to the Fleet Manager, and (ii) that portion of all
other general and administrative and facilities expenses allocated by DSPGL to
the Fleet Manager in accordance with DSPGL's ordinary accounting principles
consistently applied.
Section 1.3 Aggregate Shared MIS Expense. "Aggregate Shared MIS Expense"
shall mean, for any period, the aggregate amount of direct and indirect cost
and expense incurred by DSPGL in that period for MIS Services provided for its
own operations and for those of Corage, determined in accordance with DSPGL's
ordinary accounting principles, consistently applied, including but not limited
to wages and salaries of personnel, depreciation of property, plant and
equipment, costs of supplies and equipment, and general and administrative
expenses and facilities costs, but excluding any direct cost or expense
incurred solely for the benefit of any one party and chargeable directly to
that party (such as costs of investment of new equipment or facilities
dedicated to the use of that party).
Section 1.4 Confidential Information. "Confidential Information" shall
mean any and all information related to research, products, services, hardware
or software, inventions, processes, designs, drawings,
1
engineering, business plans, marketing, or finances, which is supplied by one
Party (the "Disclosing Party") to the other Party (the "Receiving Party") and
which is designated in writing as proprietary or confidential (or with a
similar designation) or, if disclosed orally, is designated as confidential or
proprietary at the time of disclosure and set forth in a writing so designated
within thirty days of the initial disclosure. Confidential Information shall
not include, however, information which (i) is or becomes generally available
to the public other than as a result of a disclosure by the Receiving Party,
(ii) was available to the Receiving Party in prior written documents on a
non-confidential basis prior to its disclosure by the Disclosing Party,
provided that, to the knowledge of the Receiving Party, the provision of such
information did not constitute a breach of any obligation of confidentiality by
the person disclosing the information to the Receiving Party, (iii) becomes
available to the Receiving Party on a non-confidential basis from a person who
is not, to the Receiving Party, otherwise bound by a confidentiality agreement
with the Disclosing Party or is not otherwise prohibited from transmitting the
information to the Receiving Party, or (iv) was independently developed by the
Receiving Party without reference to or reliance upon any Confidential
Information furnished by the Receiving Party or any of its Representatives by
or on behalf of the Disclosing Party.
Section 1.5 Dedicated Administrative Employee. "Dedicated Administrative
Employee" shall mean the assistant to Mr. Eli Ayalon.
Section 1.6 Dedicated Administrative Employee Expense. "Dedicated
Administrative Employee Expense" shall mean (i) the compensation, benefits and
other direct expense with respect to the Dedicated Administrative Employee, and
(ii) that portion of all other general and administrative and facilities
expenses allocated by DSPGL to the Dedicated Administrative Employee in
accordance with DSPGL's ordinary accounting principles consistently applied.
Section 1.7 Fleet Manager. "Fleet Manager" shall mean DSPGL's fleet
manager.
Section 1.8 Fleet Manager Services. "Fleet Manager Services" shall mean
the services of the types and scope provided by the Fleet Manager.
Section 1.9 Effective Date. "Effective Date" shall have the meaning set
forth in the Preamble.
Section 1.10 Governmental Authority. "Governmental Authority" shall mean
any foreign or domestic national, provincial, territorial, or local:
governmental authority; quasi-governmental authority; court; governmental
organization; governmental commission; governmental board, bureau, or
instrumentality; regulatory, administrative or other agency; or any political
or other subdivision, department, or branch of any of the foregoing; or any
other entity acting under color of law.
Section 1.11 MIS Services. "MIS Services" shall mean management and
information services of the types and scope provided by DSPGL for its own
operations in the ordinary course of business, including but not limited to
network, hardware and software maintenance and support services.
Section 1.12 Parties or Party. "Parties" or "Party" shall have the meaning
set forth in the Preamble.
Section 1.13 Person. "Person" shall mean and include an individual, a
partnership, a joint venture, a corporation,a limited liability company, a
trust, an unincorporated organization, and any Governmental Authority.
Section 1.14 R&D Services. "R&D Services" shall mean, collectively,
Testing Services, CAD Services, Circuit Design Services, Project Control
Services and Purchasing Services, all as defined on Exhibit A to this
Agreement, and such other services as DSPGL and Corage from time to time agree
to include in R&D Services.
Section 1.15 Representatives. "Representatives" shall mean, with respect
to a Person, any and all directors, officers, employees, representatives, or
agents of such Person.
2
Section 1.16 Services. "Services" shall mean, collectively, R&D Services,
Administrative Services, MIS Services and Fleet Manager Services.
ARTICLE II
SERVICES
Section 2.1 Provision of Services Generally.
(a) Subject to the terms and conditions of this Agreement, during the
term of this Agreement DSPGL shall provide to Corage such of the R&D
Services, Administrative Services, MIS Services and Fleet Manager Services
as Corage requires and requests, in accordance with this Article II.
(b) Each Party shall cause its employees to reasonably cooperate with
employees of the other Party to the extent required for effective delivery
of the Services. In addition, each Party shall designate an individual to be
responsible for day-to-day implementation of this Agreement on its part,
including attempted resolution of any disputes regarding the provision of
the Services.
Section 2.2 R&D, Testing and Purchasing Services.
(a) At least days prior to the commencement of each full or partial
calendar quarter during which DSPGL provides R&D Services to Corage pursuant
to this Agreement, Corage shall prepare and deliver to DSPGL its good faith
estimate of the types and quantities of R&D Services that Corage will
require during the next succeeding calendar quarter, and including, to the
extent reasonably practicable, the scope of the R&D Services and any
required standards, milestones and deadlines. Each quarterly estimate is
referred to in this Agreement as a "Quarterly R&D Forecast." DSPGL
acknowledges that it has received from Corage the first Quarterly R&D
Forecast. Upon Corage's submission of each Quarterly R&D Forecast, DSPGL and
Corage shall cause their respective technical personnel to coordinate with
respect to the performance of the R&D Services ordered thereby.
(b) Each Quarterly R&D Forecast shall constitute a binding purchase
order for the R&D Services specified therein for the calendar quarter (or
portions thereof) covered by such Quarterly R&D Forecast.
(c) During any period during the term of this Agreement, DSPGL shall be
obligated to provide the engineering personnel and facilities necessary to
meet the requirements set forth in the Quarterly R&D Forecast (the
"Commitment Level"), and shall be obligated to provide ordered R&D Services
in excess of the Commitment Level only if and to the extent mutually agreed
upon by the Parties in writing. Subject to the foregoing, DSPGL shall
perform R&D Services of the quantity, scope and types, and within the time
frames, ordered by Corage in accordance with Section 2.2(b).
(d) If and when Corage desires DSPGL to provide R&D Services not
specified in a Quarterly R&D Forecast, it shall submit to DSPGL a purchase
order for such R&D Services in reasonable detail, including the scope of the
R&D Services and all required standards, specifications, milestones and
deadlines (each an "R&D Purchase Order"). DSPGL shall accept or reject the
purchase order within fourteen days following receipt thereof. If any R&D
Purchase Order is accepted, DSPGL and Corage shall cause their respective
technical personnel to coordinate with respect to the performance of the R&D
Services ordered thereby.
(e) DSPGL shall perform all R&D Services in accordance with the
applicable Quarterly R&D Forecasts and accepted R&D Purchase Orders, in a
good and workmanlike manner, and in compliance with the highest industry
standards. However, DSPGL shall have no obligation to perform R&D Services
for which it does not possess the necessary expertise, or which require
DSPGL to hire personnel it would not otherwise hire.
(f) Corage shall compensate DSPGL for R&D Services rendered by DSPGL
pursuant to this Agreement in accordance with the schedule of rates and
charges attached as Exhibit B to this Agreement.
3
Hourly rates for R&D Services shall not be subject to increase during the
consecutive twelve calendar months following the Effective Date, but
thereafter may be increased by DSPGL from time to time, upon at least ninety
days' advance written notice to Corage, to levels that do not exceed
then-prevailing market rates for similar services provided by similarly
qualified companies in Israel.
Section 2.3 Administrative Services, MIS Services and Fleet Manager Services.
(a) DSPGL shall provide Administrative Services, MIS Services and Fleet
Manager Services to Corage to the same standards, and in accordance with the
same procedures, as apply when it is providing the same services for its own
operation. DSPGL shall not be obligated to provide Corage Administrative
Services, MIS Services or Fleet Manager Services of scope greater than the
equivalent services it provides for its own operations as of the Effective
Date. At any time upon at least thirty days' advance written notice to
DSPGL, Corage may terminate or limit the Administrative Services, MIS
Services or Fleet Manager Services to be provided by DSPGL.
(b) For the Administrative Services provided by DSPGL to Corage during
any period, Corage shall pay to DSPGL an amount equal to fifty percent of
the Dedicated Administrative Employee Expense during such period.
(c) For the MIS Services provided by DSPGL to Corage during any period,
Corage shall pay to DSPGL an amount equal to (i) its pro rata share of
Aggregate Shared MIS Expense during such period, plus five percent of such
pro rata share, plus (ii) DSPGL's actual direct cost and expense of
providing any MIS Services requested by Corage solely for its own benefit,
plus five percent of such actual direct cost. For purposes of this Section,
Corage's pro rata share for any period shall be equal to a fraction (i) the
numerator of which is the aggregate number of full time (or full time
equivalent) employees of Corage, as of the last day of that period, with
respect to which MIS Services are provided generally, and (ii) the
denominator of which is the aggregate number of full time (or full time
equivalent) employees in clause (i) plus the aggregate number of full time
(or full time equivalent) employees of DSPGL, as of the last day of that
period, with respect to which MIS Services are provided generally.
(d) For the Fleet Manager Services provided by DSPGL to Corage during
any period, Corage shall pay to DSPGL an amount equal to its pro rata share
of Aggregate Shared Fleet Expense during such period, plus five percent of
such pro rata share. For the purposes of this Section, Corage's pro rata
share for any period shall be equal to a fraction (i) the numerator of which
is the aggregate number of full time (or full time equivalent) employees of
Corage, as of the last day of that period, and (ii) the denominator of which
is the aggregate number of full time (or full time equivalent) employees in
clause (i) plus the aggregate number of full time (or full time equivalent)
employees of DSPGL, as of the last day of that period.
(e) Upon the request of Corage, DSPGL shall provide Corage with
migration assistance and data as reasonably requested from time to time by
Corage in order to enable Corage to provide its own MIS services. Such
migration assistance services shall not be considered MIS Services for
purposes of this Agreement and shall be agreed to between DSPGL and Corage
in advance of the provision of any such services. Corage shall compensate
DSPGL for such migration assistance services rendered by DSPGL at the
then-prevailing market rates for similar services provided by similarly
qualified companies in Israel.
Section 2.4 No Effect on Intellectual Property Rights. Notwithstanding
Sections 2.1, 2.2 or 2.3, the provision by DSPGL of the Services shall not
affect the Parties' respective intellectual property rights.
ARTICLE III
TELEPHONE SYSTEM
The Parties acknowledge that DSPGL's telephone system services both DSPGL's
facilities and those occupied by Corage under certain leases assigned by DSPGL
to Corage pursuant to the Separation Agreement. During the term of this
Agreement, Corage shall be entitled to utilize such telephone system without
charge.
4
ARTICLE IV
PAYMENT
Section 4.1 Invoicing for R&D Services. DSPGL shall invoice Corage for R&D
Services on monthly basis, or on such other periodic basis as DSPGL and Corage
shall have agreed upon in the case of any given R&D Services.
Section 4.2 Invoicing for Administrative Services, MIS Services and Fleet
Manager Services. DSPGL shall invoice Corage on a monthly basis for all
amounts payable to DSPGI under this Agreement for MIS Services, Administrative
Services and Fleet Manager Services, in each case with adequate supporting
documentation.
Section 4.3 Payment Terms. All invoiced amounts shall be payable within
thirty days following the date of invoice, except amount disputed in good faith
by written notice delivered to DSPGL within thirty days following the date of
invoice. All amounts not paid when due shall bear interest until paid at the
rate of nine percent per annum.
Section 4.4 Audit Rights. Corage shall have the right, from time to time,
to examine the books and records of DSPGL relating to the computation of
amounts payable by Corage pursuant to this Agreement, during regular business
hours and upon reasonable advance notice to DSPGL. Corage shall bear the
expense of all such examinations, except that DSPGL shall reimburse Corage for
the costs and expenses of any examination that discloses that Corage has been
overcharged by more than ten percent in any three month period.
ARTICLE V
TERM AND TERMINATION
Section 5.1 Term; Termination. This Agreement shall commence on the
Effective Date and shall continue in effect until December 31, 2003 unless
earlier terminated in accordance with the terms of this Agreement.
Section 5.2 Termination Events. This Agreement may be terminated as
follows:
(a) Either Party (the "Non-Breaching Party") may terminate this
Agreement upon written notice to the other Party (the "Breaching Party") if
the Breaching Party has materially breached this Agreement and has failed to
cure such breach within 30 days of the receipt of notice from the
Non-Breaching Party of such breach, or, if such breach is not capable of
being cured within 30 days, reasonable good faith efforts have not been
performed by the Breaching Party to remedy such breach (failure to give such
notice shall not constitute a waiver of such default or of any rights or
interests arising hereunder); or
(b) Either Party may terminate this Agreement upon written notice to the
other Party, if: (i) a substantial portion of any Party's assets or the
conduct of the business of any Party shall be substantially encumbered by
extraordinary governmental action or by operation of law, including but not
limited to any of the following: the action by any Governmental Authority,
quasi-governmental authority, or other entity acting under color of law to
(A) condemn, nationalize, seize, expropriate, or assume custody or control
of all or a substantial portion of its property or assets or business
operations or of its share capital; (B) cause the dissolution or
disestablishment of any Party; (C) prevent any Party or its officers from
carrying on its business or operations or a substantial part thereof,
including but not limited to the imposition of import or export restrictions
which materially impair the ability of any Party to conduct the scope of
business contemplated hereby; or (D) change the composition of any Party's
board of directors in a manner other than by voluntary action of its board;
or (ii) any other Party initiates or is the subject of a winding-up
proceeding, a bankruptcy proceeding, or a proceeding for the appointment of
a judicial manager, suffers the appointment of a receiver of all or a
substantial part of its assets or businesses, or makes an assignment for the
benefit of its creditors.
5
(c) Corage may at its option terminate this Agreement at any time, for
any or no reason, effective upon at least thirty days' advance written
notice to DSPGL.
Section 5.3 Effect of Termination. Termination of this Agreement shall not
limit or impair the rights or obligations of the Parties accruing under this
Agreement during or with respect to periods prior to the effective date of
termination.
Section 5.4 Survival. The provisions of Articles IV, V, VI, VII and IX and
Sections 10.2, 10.3, 10.6 and 10.7 of this Agreement shall survive the
termination of this Agreement.
ARTICLE VI
MAIL AND NOTICES
The Parties acknowledge that each of them may receive mail, packages and
other communications properly belonging to the other. The receiving Party shall
promptly contact the other Party for delivery instructions and promptly shall
forward such mail, packages or other communications (or, in case the same
relate to both businesses, copies thereof) to the other Party in accordance
with its delivery instructions. Neither Party shall have any liability to other
for opening any mail, packages or other communications that are not clearly
addressed to the other. The foregoing provisions of this Article VI shall
constitute full authorization to the postal authorities, all telegraph and
express companies and all other persons to make deliveries to DSPGL or Corage,
as the case may be, addressed to any of them or to either of their officers
and/or directors specifically in their capacities as such. The provisions of
this Article VI are not intended to and shall not be deemed to constitute an
authorization by DSPGL or Corage to permit the other to accept service of
process on its behalf and no Party is or shall be deemed to be the agent of the
other for service of process purposes.
ARTICLE VII
INDEMNIFICATION AND LIMITATION OF LIABILITY
Section 7.1 Indemnification. Each Party shall indemnify the other Party
and its Representatives for losses and damages arising out of any breach of its
obligations under this Agreement in accordance with Article V of the Separation
Agreement.
Section 7.2 Limitation of Liability. The liability of DSPGI for any loss
or damage, whether direct or indirect, arising in connection with this
Agreement shall not exceed the total amount paid by Corage under this
Agreement, except to the extent resulting from conduct of DSPGL that is either
fraudulent or done with the intent to violate this Agreement or knowledge that
it does so. IN NO EVENT WILL ANY PARTY BE LIABLE TO ANY OTHER FOR INDIRECT,
CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF
PROFITS OR DAMAGE TO OR LOSS OF USE OF ANY PROPERTY.
ARTICLE VIII
FORCE MAJEURE
DSPGL shall be excused for failure to provide the Services to the extent
that such failure is directly or indirectly caused by an occurrence commonly
known as "force majeure," including, without limitation, delays arising out of
acts of God, acts or orders of a government agency or instrumentality thereof,
acts of public enemy, riots, embargoes, strikes or other concerted acts of
workmen, casualties or accidents, deliveries of materials, transportation or
shortage of cars, trucks, fuel, power, labor or materials, or any other causes,
circumstances or contingencies within or without the United States of America,
which are beyond the reasonable control of DSPGL. Notwithstanding any events
operating to excuse the performance by DSPGL, this Agreement shall continue in
full force for the remainder of its term and any extensions thereof.
6
ARTICLE IX
CONFIDENTIALITY
Section 9.1 Disclosure Limitation. Each Party shall maintain in confidence
all Confidential Information (oral or written), shall use such Confidential
Information only as expressly contemplated by this Agreement, and shall not
disclose any such Confidential Information to a third party except as expressly
permitted hereunder or make any unauthorized use thereof. Each Party shall
treat such Confidential Information with the same degree of care against
disclosure or unauthorized use which it affords to its own information of a
similar nature, or a reasonable degree of care, whichever is greater.
Section 9.2 Required Actions. In furtherance, and not in limitation, of
the foregoing, each Party agrees to do the following with respect to all such
Confidential Information of the other Party: (i) instruct and require all of
its Representatives to maintain the confidentiality of such Confidential
Information and not to use such Confidential Information except as expressly
permitted herein; and (ii) restrict disclosure of such Confidential Information
to those of its Representatives who have a "need to know" consistent with the
purposes for which such Confidential Information was disclosed. Each Party
further agrees not to remove or destroy any proprietary or confidential legends
or markings placed upon any documentation or other materials.
Section 9.3 Permitted Disclosures. Notwithstanding Section 9.1, each Party
may disclose the other Party's Confidential Information in the following
circumstances:
(a) As reasonably necessary and appropriate to provide the Services or
receive the benefit of the Services.
(b) In the event that a Party is requested or required (by the
disclosure requirements of any rule, regulation, or form of any Governmental
Authority or by oral questions, interrogatories, requests for information or
documents by any Governmental Authority or other person in legal
proceedings, subpoenas, civil investigative demands, or other similar
processes) to disclose any of the Confidential Information received from a
Disclosing Party, the Receiving Party so requested or required shall provide
the Disclosing Party with prompt written notice of any such request or
requirement so that the Disclosing Party may object to production, seek a
protective order or other appropriate remedy, and/or waive compliance with
the provisions of this Agreement. The Receiving Party shall exercise its
best efforts (at the sole expense of the Disclosing Party) to preserve the
confidentiality of such Confidential Information, including, without
limitation, by cooperating with the Disclosing Party to obtain an
appropriate protective order or other reliable assurance that confidential
treatment will be accorded such Confidential Information. If, in the absence
of a protective order or other remedy or the receipt of a waiver from the
Disclosing Party, such Receiving Party is nonetheless legally compelled to
disclose such Confidential Information to any tribunal or else stand liable
for contempt or suffer other censure or significant penalty, such Receiving
Party may, without liability hereunder, disclose to such tribunal only that
portion of the Confidential Information which is legally required to be
disclosed.
7
ARTICLE X
MISCELLANEOUS
Section 10.1 Notice. All notices provided pursuant to this Agreement shall
be delivered by personal delivery, overnight courier, or facsimile, and shall
be deemed effective on the date on which delivery to the intended recipient of
the notice was accomplished. Such notices shall be delivered to the following
addresses:
If to DSPGL:
CEO
DSP Group, Ltd.
5 Shenkar Street
Herzlia, Israel
Fax:
If to Corage:
CEO
Corage, Ltd.
5 Shenkar Street
Herzlia, Israel
Fax:
Each Party may change the address to which notices, requests and other
communications are to be sent by giving written notice of such change to the
other Parties.
Section 10.2 Governing Law; Arbitration. This Agreement shall be governed
by, and construed in accordance with, the laws of the State of Delaware. Any
dispute by any party arising out of or relating to this Agreement shall be
governed by Article VIII of the Separation Agreement.
Section 10.3 Independent Contractors. Corage agrees that DSPGL is an
independent contractor in the performance of the Services. DSPGL does not
possess the power or authority to bind Corage, or to assume or create any
obligation or responsibility, express or implied, on behalf of Corage. DSPGL
shall not represent to anyone that it possesses such power or authority.
Section 10.4 Headings. The heading references herein are for convenience
purposes only, do not constitute a part of this Agreement and shall not be
deemed to limit or affect any of the provisions hereof.
Section 10.5 Entire Agreement. This Agreement contains the entire
agreement of the Parties and supersedes any and all prior agreements between
the Parties relating to the subject matter hereof.
Section 10.6 Amendments and Waivers. This Agreement may be amended only by
mutual written consent of the Parties hereto. The failure of any Party to
require performance of any provision of this Agreement shall not be construed
as a waiver of its rights to insist on performance of that same provision, or
any other provision, at some other time. No right or breach may be waived
except in writing signed by the Parties. The waiver by any Party of any right
created by this Agreement in one or more instances shall not be construed as a
further continuing waiver of such right or any other right created by this
Agreement.
Section 10.7 Severability. If any provision of this Agreement, or the
application thereof to any person, place, or circumstance, shall be held by an
arbitrator or a court of competent jurisdiction to be invalid, unenforceable,
or void, the remainder of this Agreement and such provisions as applied to
other persons, places, and circumstances shall remain in full force and effect.
Section 10.8 Counterparts. This Agreement may be executed in one or more
counterparts, each of which shall be deemed an original, and all of which shall
constitute one and the same agreement.
8
Section 10.9 Further Assurances. Subject to the terms and conditions
hereof, each Party agrees to use its best efforts to do, or cause to be done,
all things necessary, proper, or advisable under applicable laws and
regulations to consummate the transactions contemplated by this Agreement as
expeditiously as practicable, including, without limitation, the performance of
such further acts or the execution and delivery of any additional instruments
or documents as any Party may reasonably request in order to carry out the
purposes of this Agreement and the transactions contemplated hereby.
Section 10.10 Successors; No Assignment. Each Party agrees that it will
not assign, sell, transfer, delegate, or otherwise dispose of, whether
voluntarily or involuntarily, any right or obligation under this Agreement. Any
purported assignment, sale, transfer, delegation or other disposition in
violation of this Section 10.10 shall be null and void. Subject to the
foregoing limits on assignment and delegation, this Agreement shall be binding
upon and shall inure to the benefit of the Parties and their respective
successors and assigns.
IN WITNESS WHEREOF, the Parties hereto have executed this Agreement as of
the day and year first above written.
DSP GROUP, LTD.
By: /s/ Moshe Zelnik
-----------------------------------
Name: Moshe Zelnik
------------------------------
Title: V.P. Finance & CFO
-----------------------------
CORAGE, LTD.
By: /s/ Moshe Zelnik
-----------------------------------
Name: Moshe Zelnik
------------------------------
Title: V.P. Finance & CFO
-----------------------------
9