Engineering
        Services Agreement

       

      Between
        ParkerVision and ITT

       

      * CERTAIN
        INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED
        WITH RESPECT TO THE OMITTED PORTIONS.


       

      This
        Engineering Services Agreement (“Agreement”)
        is
        entered into and made effective as of 2 May 2007 (the “Effective
        Date”)
        by and
        between ITT Corporation, an Indiana corporation with offices at 1919 W. Cook
        Road Fort Wayne, Indiana 46801 (“ITT”)[*];
        and
        ParkerVision, Inc., a Florida corporation with offices at 7915 Baymeadows
        Way,
        Suite 400, Jacksonville, Florida, 32256 (“ParkerVision”).
        

       

      Recitals

       

      WHEREAS,
        ParkerVision has developed and patented technology known as direct2power
        or d2p,
        that was designed to address certain limitations in applying traditional
        approaches to RF transmit and power amplification, and

       

      WHEREAS,
        d2p Technology allows for the creation of [*],
        known
        as “RF Power Transmitters”, and 

       

      WHEREAS,
        ITT desires to have ParkerVision provide engineering services to ITT with
        respect to the development of [*],
        and
        ParkerVision desires to provide such services for ITT, pursuant to the terms
        and
        conditions of this Agreement, and 

       

      WHEREAS,
        concurrently with entering into this Agreement, the parties are also entering
        into a License Agreement for the license of d2p Technology embodied in
[*]
        by
        ParkerVision to ITT pursuant to the terms and conditions set forth
        therein,

       

      NOW,
        THEREFORE, in consideration of the mutual premises and of the performance
        of the
        mutual covenants herein, the parties agree as follows:

       

      1.  DEFINITIONS

       

      1.1  “ASIC”
means
        an application specific integrated circuit.

       

      1.2  “Confidential
        Information”
has
        the
        meaning set forth in Section 7.1.

       

      1.3  “Development
        Tools”
means
        the ParkerVision development tools described in Sections 3.1.4, 3.2.2 and
        3.3.2
        of the SOW. 

       

      1.4  “d2p
        Technology”
means
        technology delivered by ParkerVision to ITT under this Agreement [*]
        that is
        designed to address certain limitations in applying traditional approaches
        to RF
        transmit and power amplification. d2p Technology generally consists of
[*].

       

      1.5  “Effective
        Date”
has
        the
        meaning provided in the first paragraph of this Agreement.

       

      
        
          
          

        

        
          
          

          
            

          

        

        
          
          

        

         

      

      1.6  “Implementation
        Technology”
means
        any
        technology for incorporating or embodying the d2p Technology into a
        semiconductor device, wireless system or product (but excluding any
        technology that is developed based on the d2p Technology or that
        requires knowledge of the d2P Technology, which shall
        be
        deemed to fall within the definition of Improvements to d2p
        Technology). 
        [*] 

       

      1.7  “Improvements
        to d2p Technology”
means
        any modifications, enhancements and improvements to the d2p Technology, but
        in
        no event includes any Implementation Technology except as set forth in the
        definition of Implementation Technology. 

       

      1.8  “Intellectual
        Property Rights”
means
        patents, certificates of invention, utility models, design rights and similar
        invention rights, copyrights, trade secret rights, mask work rights, and
        any
        other intangible property or proprietary rights (other than trademarks, trade
        names, service marks and trade dress rights) recognized anywhere in the world
        under any state or national statute or treaty or common law right, including
        without limitation all applications and registrations with respect to any
        of the
        foregoing.

       

      1.9  “[*]”
means
        the [*]
        that is
        developed under this Agreement and the SOW and that is based on the d2p
        Technology.

       

      1.10  “Open
        License Terms”
means
        terms in any license for software which require, as a condition of use,
        modification and/or distribution of such software or other software incorporated
        into, incorporating, derived from or distributed with such software (a
“Work”),
        any
        of the following:

       

      


      	(a)  	
              the
                making available of source code, object code, or design information
                regarding the Work;

            


      


      	(b)  	
              the
                granting of permission for creating derivative works regarding the
                Work;
                or

            


      


      	(c)  	
              the
                granting of a license to any party under any Intellectual Property
                Rights
                in or to the Work.

            


      


      By
        means
        of an example and without limitation, the following licenses and distribution
        models have Open License Terms: the GNU General Public License (GPL), the
        GNU
        Lesser or Library GPL (LGPL), Mozilla Public License (MPL), or any similar
        open
        source, free software or community licenses.

       

      1.11  “ParkerVision
        Software”
means
        any software delivered by ParkerVision to ITT under this Agreement, including
        without limitation the [*]
        and
        any
        software included within the Development Tools.

       

      1.12  “Second”
means
        to temporarily reassign an employee or consultant, on a full-time or part-time
        basis, from his or her regular organization to another
        organization.

       

      
        
          
          

        

        
          2

          
            

          

        

        
          
          

        

      

       

      1.13  “SOW”
means
        the Statement of Work containing the tasks, deliverables, target delivery
        dates
        and payments set forth in Exhibit
        A
        attached
        hereto, as such SOW may be modified pursuant to Section 2.1.3 below.


       

       

      2.  ENGINEERING
        SERVICES AND ACCEPTANCE

       

      2.1  Engineering
        Services.
        

       

      2.1.1  Obligations.
        Subject
        to the terms, conditions and schedule set forth in the SOW, ParkerVision
        shall
        exercise commercially reasonable efforts to provide the engineering services
        specified in the SOW to ITT for the development of [*].
        ITT
        shall exercise its commercially reasonable efforts to fulfill its obligations
        under the SOW and to further develop [*]
        into a
        production release of [*].
        The SOW
        outlines a three-phase program for ParkerVision to provide engineering services
        to ITT for the development of [*].

       

      2.1.2  Phase
        1 Deliverables.
        Subject
        to the terms and conditions of the SOW, deliverables to be provided by
        ParkerVision in phase 1 of the SOW include a description of the technical
        approach selected for implementing [*]
        of such
        technical approach, a development plan for phase 2, a preliminary development
        plan for phase 3 and a list of the Development Tools as specified in Section
        3.1.4 of the SOW.

       

      2.1.2.1  Acceptance.
        Upon
        successful completion of, and closure of action items from, the review of
        phase
        1 deliverables pursuant to Section 3.1.5 of the SOW (including any mutually
        agreed upon extensions of time pursuant to Section 2.1.2.2(ii) below), ITT
        shall
        accept such deliverables provided ITT reasonably determines that the selected
        technical approach complies in all material respects with the Specification
        For
[*]
        provided
        by ITT (“Specification”)
        and
        provided the parties are able to agree on material details, such as schedules
        and division of responsibilities, for the phase 2 development plan and the
        phase
        3 preliminary development plan. If ITT within [*]
        of such
        review fails to provide ParkerVision with either written notice of acceptance
        or
        written notice of rejection of the phase 1 deliverables, ITT will be deemed
        to
        have accepted such deliverables. [*] 

       

      2.1.2.2  Rejection.
        If ITT
        has not accepted the phase 1 deliverables specified in the SOW, then ITT
        may, at
        its sole option, pursue any of the following options upon provision of written
        notice to ParkerVision:

       

      (i)  [*]

       

      (ii)  [*]

       

      The
        parties acknowledge and agree that: (a) [*];
        and (b)
        provided ParkerVision has [*]
        to
        deliver phase 1 deliverables that comply with the Specifications, then the
        [*].

       

      2.1.3  Addendum
        to SOW.
        Upon
        acceptance of phase 1 deliverables by ITT pursuant to Section 2.1.2 of this
        Agreement, the parties shall execute an addendum to the SOW incorporating
        the
        phase 1 deliverables, including (i) material details, such as schedules and
        division of responsibilities, for the phase 2 development plan and phase
        3
        preliminary development plan and (ii) a list of the Development Tools as
        specified in Section 3.1.4 of the SOW.

       

      
        
          
          

        

        
          3

          
            

          

        

        
          
          

        

      

       

      2.2  Exchange
        of Deliverables.
        Except
        as otherwise specified in Section 4 of the SOW, each party shall provide
        to the
        other party one (1) copy of any deliverables specified in the SOW to be
        delivered by such party.

       

      2.3  Project
        Managers.
        Each
        party shall appoint one (1) project manager who will act as a liaison with
        the
        other party for the term of this Agreement.

       

      3.  DEVELOPMENT
        TOOLS AND DEVELOPMENT LICENSE

       

      3.1  Software.
        

       

      3.1.1  License
        Grant.
        ParkerVision hereby grants ITT, for the term of this Agreement, [*]
        license
        to use and reproduce [*]
        and any
        software included within the Development Tools as may be reasonably necessary
        solely for the purposes of (i) fulfilling ITT’s specific development tasks under
        the SOW with respect to development of [*],
        and
        (ii) exercising ITT’s rights under the License Agreement with respect to
[*].
        

       

      3.1.2  No
        Reverse Engineering.
        ITT
        shall not (a) modify, translate, reverse engineer, decompile, disassemble
        or
        otherwise attempt (i) to defeat, avoid, bypass, remove, deactivate or
        otherwise circumvent any software protection mechanisms in the ParkerVision
        Software, including without limitation any such mechanism used to restrict
        or
        control the functionality of the ParkerVision Software, or (ii) to derive
        the source code or the underlying ideas, algorithms, structure or organization
        from the ParkerVision Software; (b) alter, adapt, modify or translate the
        ParkerVision Software in any way for any purpose, including without limitation
        error correction; or (c) distribute, rent, loan, lease, transfer or grant
        any
        rights in the ParkerVision Software or modifications thereof in any form
        to any
        person or entity.

       

      3.2  [*].
        

       

      3.2.1  Transfer.
        Upon
        acceptance of the phase 1 SOW deliverables by ITT pursuant to Section 2.1.2
        of
        this Agreement, pursuant to the delivery date specified in Section 4 of the
        SOW,
        ParkerVision agrees to provide ITT with [*],
        as
        specified in Section 3.2.2 of the SOW. ITT agrees to use the [*]
        solely
        for the purposes of (i) fulfilling ITT’s specific obligations under the SOW with
        respect to development of [*],
        and
        (ii) exercising ITT’s rights under the License Agreement with respect to
[*],
        and
        agrees not to dispose of the [*]
        (by
        sale, transfer or otherwise) without the prior written consent of ParkerVision.
        Shipment of the [*]
        shall be
        F.O.B. ParkerVision’s facility and the [*]
        shall be
        delivered in like new condition.

       

      3.2.2  Risk
        of Loss.
        ITT
        assumes the entire risk of loss, damage, theft, or destruction of the
[*]
        while it
        is in the possession of ITT and during transportation to and from ITT’s
        premises.

       

      
        
          
          

        

        
          4

          
            

          

        

        
          
          

        

      

       

      4.  SUPPORT

       

      After
        completion of each party’s tasks specified in the SOW, ParkerVision shall
        provide to ITT support with respect to the use, functioning and implementation
        of the d2p Technology and [*]
        into
[*]
        as ITT
        may request from time to time, subject to the reasonable availability of
        ParkerVision personnel and resources.

       

      5.  FEES
        AND PAYMENT

       

      5.1  Payments.
        In
        consideration of the duties and obligations of ParkerVision hereunder, ITT
        shall
        pay to ParkerVision the amounts and at the times set forth in the
        SOW.

       

      5.2  Support.
        For
[*]
        and
        support services provided to ITT pursuant to Sections 4 and 12.1 of this
        Agreement, ITT agrees to pay ParkerVision [*]
        for
        rendering such support services[*].

       

      5.3  Payment
        Terms.
        All
        payments made hereunder shall be in United States Dollars and may be made,
        at
        ParkerVision’s option, by wire transfer or check. Unless otherwise stated, all
        fees are due within [*]
        of
        invoice by ParkerVision.

       

      5.4  Late
        Payment Charges.
        ITT
        shall pay ParkerVision a late fee on all amounts not paid within [*]
        of the
        date due set forth herein equal to [*].

       

      5.5  Taxes.
        All
        payments by ITT shall be made free and clear of, and without reduction for,
        any
        and all taxes, including, without limitation, sales, use, property, license,
        value added, excise, franchise, income, withholding or similar taxes, other
        than
        such taxes which are imposed by the United States or any political subdivision
        thereof based on the net income of ParkerVision. Any such taxes which are
        otherwise imposed on payments to ParkerVision shall be the sole responsibility
        of ITT. ITT shall provide ParkerVision with official receipts issued by the
        appropriate taxing authority or such other evidence as is reasonably requested
        by ParkerVision to establish that such taxes have been paid.

       

      6.  OWNERSHIP
        AND LICENSE GRANTS

       

      6.1  ParkerVision.
        

       

      6.1.1  ParkerVision
        retains all right, title and interest in and to the d2p Technology developed
        prior to, or outside the scope of, this Agreement, and in and to any
        Improvements to d2p Technology and Implementation Technology that may be
        made,
        invented, authored, developed or otherwise created solely by ParkerVision
        or its
        employees under this Agreement.

       

      6.1.2  [*] 

       

      
        
          
          

        

        
          5

          
            

          

        

        
          
          

        

      

       

      6.1.3  ITT’s
        license rights to the d2p Technology, Improvements to d2p technology and
        Implementation Technology shall be solely as set forth in the License
        Agreement.

       

      6.2  ITT.
        

       

      6.2.1  [*] 

       

      6.2.2  [*]

       

      6.2.3  [*] 

       

      7.  CONFIDENTIAL
        INFORMATION

       

      7.1  “Confidential
        Information”
means,
        with respect to either party, any confidential business or technical
        information, including know-how, whether or not patentable or copyrightable,
        that the disclosing party identifies as confidential or proprietary at the
        time
        it is disclosed or delivered to the receiving party. The d2p Technology,
        any
        jointly developed Improvements to d2p Technology, [*]
        and the
        Development Tools shall in any event be deemed the Confidential Information
        of
        ParkerVision. Further, any [*]
        shall be
        deemed the Confidential Information of the developing party and such party
        shall
        have no obligation to disclose such [*]
        to the
        other party.

       

      7.2  Exceptions.
        Confidential Information does not include any information that the receiving
        party can demonstrate by written records: (a) was known to the receiving
        party prior to its disclosure hereunder by the disclosing party; (b) is
        independently developed by the receiving party; (c) is or becomes publicly
        known through no wrongful act of the receiving party; (d) has been
        rightfully received from a third party whom the receiving party has reasonable
        grounds to believe is authorized to make such disclosure without restriction;
        or
        (e) has been approved for public release by the disclosing party’s prior
        written authorization. Each party may disclose any Confidential Information
        as
        required to be produced or disclosed pursuant to applicable law, regulation
        or
        court order, provided that the receiving party provides prompt advance notice
        thereof to enable the disclosing party to seek a protective order or otherwise
        prevent such disclosure. In addition, each party may disclose the existence
        and
        terms of this Agreement in confidence in connection with [*]
        or
[*]
        or to
        the extent required by law in connection with a public offering of such party’s
        securities.

       

      7.3  Non-Disclosure
        and Non-Use.
        Each
        party will: (i) not use any Confidential Information of the other party except
        in the performance of this Agreement or as permitted by the License Agreement;
        (ii) not disclose any such Confidential Information to any person or entity
        other than its own employees, consultants and subcontractors and customers
        of
        ITT that fall under the U.S. Federal Government who have a need to know and
        who
        have executed in advance of receiving such Confidential Information a suitable
        nondisclosure and restricted use agreement that comports with the applicable
        provisions of this Agreement; and (iii) use all reasonable efforts to keep
        such
        Confidential Information strictly confidential. Each party will use reasonable
        efforts to enforce such nondisclosure and restricted use
        agreements.

       

      
        
          
          

        

        
          6

          
            

          

        

        
          
          

        

      

       

      8.  TERM

       

      Unless
        earlier terminated in accordance with the terms of this Agreement, this
        Agreement shall extend until [*]
        from the
        Effective Date of this Agreement.

       

      9.  TERMINATION

       

      9.1  Termination
        for Breach.
        At any
        time after the occurrence of an Event of Default, this Agreement may be
        terminated at the election of the Non-Defaulting Party, effective as of the
        date
        specified in a notice of termination provided to the Defaulting Party. As
        used
        herein, “Event
        of Default”
means
        one or more of the following events: if there should occur a material breach,
        default or noncompliance by one party (the “Defaulting
        Party”)
        of or
        with any term or condition hereof followed by written notice of such breach,
        default or noncompliance from the other party (the “Non-Defaulting
        Party”)
        and
        the failure of the Defaulting Party to remedy or correct such breach, default
        or
        noncompliance within [*]
        after
        receipt of such notice (the “Cure
        Period”).

       

      9.2  [*]

       

      9.3  Effect
        of Termination or Expiration.
        

       

      9.3.1  Return
        of Software and Confidential Information.
        Upon
        the termination or expiration of this Agreement, ITT may keep only one (1)
        copy
        of the ParkerVision Software provided to it by ParkerVision hereunder solely
        for
        archival purposes and shall return to ParkerVision or destroy all other copies
        of ParkerVision Software delivered by ParkerVision to ITT or otherwise within
        the possession of ITT. Shipping terms for returned copies of ParkerVision
        Software shall be F.O.B. ParkerVision’s facility. In addition, upon the
        termination or expiration of this Agreement, each party may keep only one
        (1)
        copy of the Confidential Information provided to it by the other party hereunder
        solely for archival purposes and shall return to the other party or destroy
        all
        other copies of any Confidential Information provided to it by the other
        party
        hereunder, or any portion thereof, in its possession or control. The foregoing
        shall not, however, require either party to return or destroy any technology,
        materials or information that it has a right to retain under the License
        Agreement. 

       

      9.3.2  Survival
        of Certain Provisions.
        The
        provisions of Sections 3.1.2, 3.2, 4, 5, 6, 7, 10.2, 11, 12 and this Section
        9.3
        of this Agreement will survive any expiration or termination of this
        Agreement.

       

      10.  WARRANTIES
        

       

      10.1  Warranties.

       

      10.1.1  Warranties
        by ParkerVision. ParkerVision
        hereby represents and warrants to ITT that: (a) it has the full right, power
        and
        authority to enter into this Agreement and to grant the licenses and make
        the
        assignments granted and made hereunder; (b) this Agreement is a valid and
        binding obligation of such party; and (c) it has obtained and shall maintain
        throughout the term of this Agreement all necessary licenses, authorizations,
        approvals and consents to enter into and perform its obligations hereunder
        in
        compliance with all applicable laws, rules and regulations. ParkerVision
        represents and warrants that the ParkerVision Software is not subject to
        Open
        License Terms. In the event of a breach of the preceding warranty against
        Open
        License Terms, ParkerVision will, at its sole expense, promptly (i) notify
        ITT
        of any affected portions of ParkerVision Software, and (ii) take all reasonable
        efforts to replace such affected portions of ParkerVision Software with software
        of equivalent functionality that is not subject to Open License
        Terms.

       

      
        
          
          

        

        
          7

          
            

          

        

        
          
          

        

      

       

      10.1.2  Warranties
        by ITT. ITT
        hereby represents and warrants to ParkerVision that: (a) it has the full
        right,
        power and authority to enter into this Agreement and to grant the licenses
        and
        make the assignments granted and made hereunder; (b) this Agreement is a
        valid
        and binding obligation of such party; and (c) it has obtained and shall maintain
        throughout the term of this Agreement all necessary licenses, authorizations,
        approvals and consents to enter into and perform its obligations hereunder
        in
        compliance with all applicable laws, rules and regulations.
        ITT
        represents and warrants that ITT shall not act in any manner that would require
        any ParkerVision Software to be licensed under Open License Terms.

       

      10.2  Disclaimer
        of Other Warranties.
        EXCEPT
        AS SET FORTH IN SECTION 10.1, NEITHER PARTY MAKES ANY WARRANTIES TO THE OTHER,
        EITHER EXPRESS, IMPLIED OR STATUTORY, AND EACH PARTY HEREBY DISCLAIMS ANY
        AND
        ALL SUCH WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF
        MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR
        NON-INFRINGEMENT. 

       

      
        
          
          

        

        
          8

          
            

          

        

        
          
          

        

      

       

      11.  LIMITATION
        OF LIABILITY

       

      IN
        NO
        EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER FOR LOST PROFITS OR ANY SPECIAL,
        INDIRECT, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (EXCEPT TO THE EXTENT
        THAT SUCH LOST PROFITS OR SUCH DAMAGES CONSTITUTE THE MEASURE OF DIRECT DAMAGES
        UNDER THE RELEVANT INTELLECTUAL PROPERTY LAWS AND EXCEPT FOR A BREACH OF
        EITHER
        PARTY’S CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT), HOWEVER
        CAUSED AND ON ANY THEORY OF LIABILITY, ARISING IN ANY WAY IN CONNECTION WITH
        THIS AGREEMENT. THIS LIMITATION WILL APPLY EVEN IF SUCH PARTY HAS BEEN ADVISED
        OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL
        PURPOSE OF ANY LIMITED REMEDY. EXCEPT FOR (i) EITHER PARTY’S BREACH, OR
        EXCEEDING THE SCOPE, OF THE LICENSE RIGHTS GRANTED TO SUCH PARTY UNDER SECTIONS
        3.1 AND 6.2.3 OF THIS AGREEMENT AND (ii) EITHER PARTY’S BREACH OF ITS
        CONFIDENTIALITY OBLIGATIONS UNDER SECTION 7 OF THIS AGREEMENT, IN NO EVENT
        WILL
        EITHER PARTY’S LIABILITY ARISING IN ANY WAY IN CONNECTION WITH THIS AGREEMENT
        EXEED [*].

       

      12.  GENERAL
        PROVISIONS

       

      12.1  Assignment.
        This
        Agreement may not be assigned in whole or in part by either party without
        the
        written consent of the other, which consent will not be unreasonably withheld.
        Notwithstanding the foregoing, ITT or ParkerVision may assign this Agreement
        in
        connection with a merger, reorganization, change of control or sale of all
        or
        substantially all of its assets or business to which this Agreement relates,
        [*].

       

      12.1.1  [*]

       

      12.1.2  [*] 

       

      12.1.2.1  [*]

       

      12.1.2.2  [*]

       

      12.1.2.3  [*]

       

      12.1.2.4  [*]

       

      12.2  Notice.
        

       

      12.2.1  Unless
        otherwise changed by notice in writing from ITT to ParkerVision, ParkerVision
        shall serve notice upon ITT as follows:

       

      
        
          
          

        

        
          9

          
            

          

        

        
          
          

        

      

       

      General
        Counsel

      [*]
        ITT
        Corporation

      1919
        West
        Cook Road

      Fort
        Wayne, Indiana 46801

       

      12.2.2  Unless
        otherwise changed by notice in writing from ParkerVision to ITT, ITT shall
        serve
        notice upon ParkerVision as follows:

      


      ParkerVision,
        Inc.

      7915
        Baymeadows Way, Suite 400

      Jacksonville,
        Florida, 32256

      


      With
        copy
        to: 

      


      CFO

      ParkerVision,
        Inc.

      7915
        Baymeadows Way, Suite 400

      Jacksonville,
        Florida, 32256

       

      12.2.3  Notice
        shall be by regular or priority mail, recognized commercial overnight courier,
        hand delivery, facsimile transmission or electronic mail with proof of receipt,
        and shall be effective as of the date received.

       

      12.3  Severability.
        If any
        paragraph or provision of this Agreement shall be deemed void or invalid
        as a
        matter of law, the remaining paragraphs or provisions of this Agreement shall
        nevertheless remain in full force and effect.

       

      12.4  No
        Joint Venture, etc.
        Nothing
        herein shall be deemed to constitute ParkerVision and ITT as partners, joint
        venturers or otherwise associated in or with the business of the other. Neither
        party shall be liable for any debts, accounts, obligations or other liabilities
        of the other party. Neither party is authorized to incur any debts or other
        obligations of any kind on the part of or as agent for the other except as
        may
        be specifically authorized in writing.

       

      12.5  Waiver.
        Except
        for any mutually agreed extensions of time pursuant to Section 2.1.2.2(ii)
        of
        this Agreement, no relaxation, forbearance, delay or negligence by any party
        hereto in enforcing any of the terms and conditions of this Agreement, or
        the
        granting of time by any party to another, shall operate as a waiver or
        prejudice, affect or restrict the rights, powers or remedies of any party
        hereto.

       

      12.6  Complete
        Agreement.
        This
        Agreement and the Exhibits attached hereto represents the full and complete
        agreement and understanding of the parties hereto with respect to the subject
        matter hereof. Any amendment thereof must be in writing and executed by the
        parties hereto. 

       

      
        
          
          

        

        
          10

          
            

          

        

        
          
          

        

      

       

      12.7  Governing
        Law.
        All
        questions of law, rights, and remedies regarding any act, event or occurrence
        undertaken prior to or pursuant to this Agreement shall be governed by and
        construed in accordance with the laws of the State of New York, without regard
        to or application of choice of law rules or principles, and the United States.
        The
        Parties agree that all proceedings, disputes and claims concerning the
        interpretation or the performance of this Agreement, including questions
        involving its existence, validity and duration shall be subject to the exclusive
        jurisdiction of federal courts in the State of New York, and the parties
        voluntarily subject themselves to the jurisdiction of such courts.

       

      12.8  Compliance
        with Export Control Laws. 
        Each party agrees to comply with all applicable export and reexport control
        laws
        and regulations, including the Export Administration Regulations ("EAR")
        maintained by the United States Department of Commerce.  Specifically, each
        party covenants that it shall not -- directly or indirectly -- sell, export,
        reexport, transfer, divert, or otherwise dispose of any software, source
        code,
        or technology (including products derived from or based on such technology)
        received from the other party under this Agreement to any country (or any
        individual national thereof) subject to antiterrorism controls or U.S. embargo,
        or to any other person, entity, or destination prohibited by the laws or
        regulations of the United States, without obtaining prior authorization from
        the
        competent government authorities as required by those laws and
        regulations. 

       

      12.9  Multiple
        Counterparts.
        This
        Agreement may be executed in multiple counterparts, each of which will be
        considered an original and all of which together will constitute one agreement.
        This Agreement may be executed by the attachment of signature pages which
        have
        been previously executed.

       

      12.10  Remedies
        Cumulative.
        Except
        as expressly provided herein, all rights and remedies enumerated in this
        Agreement will be cumulative and none will exclude any other right or remedy
        permitted herein or by law or in equity.

       

      12.11  Headings.
        The
        headings contained in this Agreement are inserted for convenience of reference
        only and are not intended to be a part of or to affect the meaning or
        interpretation of this Agreement.

       

      12.12  Force
        Majeure.
        No
        party shall be responsible or liable to another party for nonperformance
        or
        delay in performance of any terms or conditions of this Agreement due to
        acts or
        occurrences beyond the reasonable control of the nonperforming or delayed
        party,
        including but not limited to, acts of God, acts of government, wars, riots,
        strikes or other labor disputes, fires and floods, provided the nonperforming
        or
        delayed party provides to the other party written notice of the existence
        and
        the reason for such nonperformance or delay. Notwithstanding the foregoing,
        either party may terminate this agreement if such nonperformance or delay
        extends for a period greater than ninety (90) days.

       

      
        
          
          

        

        
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      IN
        WITNESS WHEREOF, the parties have executed this Agreement through their duly
        authorized representatives as set forth below:

       

       

      
        	ITT
                CORPORATION	 	 	ParkerVision,
                Inc.
	 	 	 	 
	Signature:
                /s/ 	 	 	Signature:
                /s/ 
	
                

              	 	 	
                

              
	
                Printed
                  Name:     

                 

                Title:
                  

              	 	 	
                Printed
                  Name:     

                 

                Title:
                  

              


      

       

      
        
          
          

        

        
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