Business Document Skyworks Document

Business Document Skyworks Document

Effective Date:

Parties

Recitals

WHEREAS, Provider is engaged in the business of providing technical services, consulting, design and related deliverables as described herein; and

WHEREAS, Client desires to retain Provider to perform certain services and Provider desires to provide such services to Client on the terms and conditions set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms governing the scope, payment, confidentiality and termination of their relationship.

Scope of Work

Provider will perform the services and deliverables described below. All services shall be performed in a professional and workmanlike manner consistent with industry standards.

Payment Terms

Client shall pay Provider for the services in accordance with the schedule and amounts set forth below. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Any past-due amount shall accrue interest at a rate of % per month (or the maximum rate permitted by applicable law if lower), plus reasonable collection costs, including attorneys' fees.

Term and Termination

This Agreement commences on and, unless earlier terminated in accordance with this Agreement, shall continue until .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Either party may terminate immediately for material breach that remains uncured after fifteen (15) days' written notice specifying the breach.

Confidentiality

"Confidential Information" means all non-public, proprietary, or confidential information disclosed by a disclosing party to the receiving party, including technical, financial, business and product information, whether disclosed orally, in writing or by inspection of tangible objects. Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement by the receiving party; (b) is rightfully received from a third party without restriction; (c) is independently developed by the receiving party without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law or order of a court or governmental body, provided the receiving party gives prompt written notice and, where permitted, cooperates to obtain a protective order.

The receiving party shall (i) protect Confidential Information with at least the same degree of care that it uses to protect its own confidential information of similar nature, and (ii) not use or disclose Confidential Information except as necessary to perform its obligations under this Agreement. These obligations shall continue for a period of three (3) years following termination or expiration of this Agreement, except for trade secrets which shall remain protected for so long as they remain trade secrets under applicable law.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between executive representatives. If the dispute cannot be resolved within thirty (30) days, either party may pursue any remedies available under law or equity in the courts located in the chosen jurisdiction.

Entire Agreement; Miscellaneous

This Agreement, including all exhibits and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect. No waiver of any breach of any provision shall constitute a waiver of any other breach.

Notices

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth above or to such other address as either party may designate in writing. Notice shall be deemed given upon personal delivery, one (1) business day after deposit with an overnight courier, or three (3) business days after deposit in the U.S. mail, postage prepaid.

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