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2.2 Designated Software and Materials. Specialtysemi grants Conexant a limited right to install, perform, copy, modify, display and otherwise use all designated software and other specialized hardware, solely to provide computer services under this Agreement, if and only to the extent permitted by the license agreements relating to the supported software. Another part of the underlying agreement, which may be relevant, is the force majeure clause – if the agreement contains one. These provisions are not always identified as such and the concept of force majeure cannot always be found in one place in an agreement. It is therefore appropriate to verify agreements which may exempt a party from liability or liability due to the effects of unexpected external circumstances. An in-depth discussion of force majeure would be beyond the scope of this blog post, but you can read more about force majeure here. For the purposes of this contribution, we will point out that the concepts of force majeure generally imply that one of the parties to the Agreement is aware of the event of force majeure. In the case of COVID-19, both parties attend the event. In this context, the logical use of force majeure could therefore mean that both parties are exempted from the obligations arising from the agreement (subject to a common exception as regards the payment of royalties). It may not be a practical plan for the parties to move forward. While it is important for a party to understand force majeure in order to assess its final exposure under the agreement, it may not be so useful to lead the parties to a practical examination of the current situation. 1.5 “basic services” means the computer services referred to in Annex A.

3.4 Obsolescence. In the event that certain services or systems provided under this Agreement become obsolete for the operation of specialtysemi, the parties may, by mutual agreement, eliminate or replace such services or systems. Our lawyers have worked as senior advisors in large technology groups and have also practiced in private law firms. These two perspectives allow us to serve you better. Our experience allows us to offer advice that is not only exceptional legal advice, but also reflects our understanding of technology contract practices and standards. In order to offer you the best possible legal representation, we want to know more about your products and services and how to make them available to your customers. We strive to create contracts for you that accurately reflect the way you do business and protect your business and intellectual property, so that your contractual relationships are established for long-term success. 7.1 Charges for basic services. Specialtysemi pays the basic conexant fee for that month each month. […***…] Notwithstanding the above sentence and subject to the mutual agreement of the Parties, the basic service charge may be adjusted to reflect a change in costs resulting, where appropriate, from the elimination of obsolete services or systems or from the replacement of such services or systems and the consequent change in basic services. . .

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