**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**     **1.1**“**Books and Records**” shall have the meaning set forth in Section 6.7(a).     **1.2**“**Confidential Information**” shall have the meaning set forth in Section7.1.     **1.3**“**Costs**” means the sum of Direct Costs and Indirect Costs.     **1.4**“**Direct Costs**” means all of the Service Provider’s actual costs of labor(including, but not limited to, wages, bonuses, equity compensation, fringe benefits andemployer taxes and contributions), and equipment and materials that are specificallyattributable to the Services provided by the Service Provider under this Agreement(including allowances for the depreciation of equipment and other capital assets used inthe performance of the Services, as reported in the Service Provider’s local records ofaccount), but does not include travel costs, extraordinary expenses or financing expenses(which means interest income or expense, but may include, if any, all exchange gains orlosses and other financial costs).     **1.5**“**Dispute Notice**” shall have the meaning set forth in Section 12.4(b).     **1.6**“**Effective Date**” means February 8, 2010.     **1.7**“**ERP**” shall have the meaning set forth in Section 6.8(a)(i).     **1.8**“**Facility**” shall have the meaning set forth in paragraph 1a ofSchedule 2 hereto.     **1.9**“**Financial Reporting Services**” shall have the meaning set forth in paragraph2a of Schedule 3 hereto.     **1.10**“**IT/ICT Schedule**” means Schedule 4 hereto.     **1.11**“**Indirect Costs**” means that portion of the Service Provider’s general andadministrative expenses that are specifically allocated to the Services under thisAgreement on a basis consistent with the Service Provider’s current accounting practices asreflected in Schedule 7 hereto.     **1.12**“**JAMS**” shall have the meaning set forth in Section 12.4(c).     **1.13**“**JAMS Arbitrator**” shall have the meaning set forth in Section 12.4(c).     **1.14**“**NXP Services**” means the following transitional services and support to beprovided to Trident Cayman, Trident and Trident’s Subsidiaries:
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**          **(a)**human resources management (i.e., compensation and benefit plans, payrollservices, training), as more specifically described in Schedule 1 hereto;          **(b)**office and infrastructure, as more specifically described in Schedule 2hereto;          **(c)**financial administration, as more specifically described in chedule 3hereto;          **(d)**ICT hardware, ICT software, ICT infrastructure, telecommunications, and general ITservices, as more specifically described in Schedule 4 hereto;          **(e)**for the German Transition Period, maintenance, servicing, housing and all otherservices related to the operation and maintenance of the German Assets; and          **(f)**for the four month period following the Closing, export, customs and licensing, asmore specifically described in Schedule 5 hereto.     **1.15**“**NXP Subsidiaries**” means NXP’s Subsidiaries. For the avoidance of doubt, NXPSubsidiaries does not include Trident and Trident’s Subsidiaries.     **1.16**“**Permitted Representatives**” shall have the meaning set forth in Section7.1.     **1.17**“**Service Manager**” shall have the meaning set forth in Section 5.     **1.18**“**Service Provider**” means the entity providing the relevant Services.     **1.19**“**Service Recipient**” means the entity receiving the relevant Services.     **1.20**“**Services**” means the Trident Services or the NXP Services, as applicable.     **1.21**“**Service Schedule**” means each of the Schedules attached to this Agreement(including the annexes or any other attachments thereto) that set forth the Services to beprovided by the Service Provider to the Service Recipient and any future schedules settingforth additional transitional services as agreed upon between the Parties.     **1.22**“**Senior Executive**” shall have the meaning set forth in Section 5.     **1.23**“**Subsequently Identified Additional Service**” shall have the meaning set forth inSection 2.6(a).
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**     **1.24**“**Taxes**” shall have the meaning set forth in Section 6.5.     **1.25**“**Trident Services**” means the transitional services and support to be provided toNXP and NXP Subsidiaries as set forth on Schedule 6 hereto.**2.** **Service Provider’s Obligations**     **2.1 Services Generally**. Subject to the terms and conditions of this Agreement, duringthe applicable term set forth in the applicable Service Schedule, a Service Provider willprovide the Services to the Service Recipient. The Services shall be of a scope anddelivered in a manner substantially consistent with past practice of the Service Provideron an internal or, where applicable, intra-company basis. Without limitation, the Serviceslisted on a Service Schedule include the specific activities, tasks, and responsibilitiesthat have been historically provided by that party internally on a customary and regularbasis and those that are inherent and reasonably necessary as part of, or for the properperformance of, the Services, even if not specified on a Service Schedule.     **2.2 Service Provider Responsibility**. All Services shall be performed, and allinformation shall be delivered, in a professional and workmanlike manner and in accordancewith prevailing professional standards, using personnel with appropriate training andexpertise as determined by the Service Provider in good faith and in accordance with anyspecifications or requirements of the Service Recipient set forth in the applicable ServiceSchedule, but without other warranties as to results, quality or performance, fitness forpurpose, non-existence of errors or the like.     **2.3 Subcontracting**. The Service Provider has the right to subcontract the performanceof any portion of the Services to a third party with the prior written consent of theService Recipient (not to be unreasonably withheld); provided, that (i) any suchsubcontracting shall be on terms that are consistent with, and no less protective than, theconfidentiality terms of this Agreement and are otherwise sufficient to enable ServiceProvider to comply with this Agreement, (ii) the Service Provider remains responsible forthe performance of the Services in accordance with this Agreement and monitors and managessuch performance, (iii) the Services provided by third parities shall be performed anddelivered with at least the same standards and level of performance, priority and qualityto which the Service Provider is accountable under the terms of this Agreement, and (iv)the Service Provider shall make commercially reasonable efforts to cause the third partyservice provider to enter into a direct contractual relationship with the Service Recipientfor the provision of the relevant Services, on such terms and conditions as reasonablyagreed upon by the Service Recipient. Notwithstanding the foregoing, the prior writtenconsent of the Service Recipient shall not be required (A) where the Services to beperformed by the Service Provider are already provided to the Service Provider by a thirdparty on a subcontracted basis or (B) for new contracts between the Service Provider and athird party regarding Services currently provided by such third party to the ServiceProvider on terms
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**substantially the same as those presently in effect or (C) where such subcontract isin connection with a merger, acquisition or sale of the portion of the Service Provider’sassets to which the Service relates. The Service Provider will be responsible for thepayment of all subcontractors such Service Provider engages for the performance ofServices.     **2.4 Certain Limitations.**Unless expressly provided herein and/or in any ServiceSchedule: (i) the NXP Services shall be available only for the purposes of conducting theBusiness transferred to Trident and Trident Cayman substantially in the manner it wasconducted immediately prior to the Effective Date, and (ii) the Trident Services shall beavailable only to the extent necessary to sustain the businesses and operations of NXP notincluded in the Business transferred to Trident and Trident Cayman. Unless expresslyprovided herein and/or in any Service Schedule, the Service Provider is not required tohire any additional employees or maintain the employment of any specific employee, modifyany existing systems, equipment or software or acquire additional systems, equipment orsoftware so long as the Service Provider meets the requirements of Section 2.1.     **2.5 Compliance with Laws.**The Service Provider shall provide the Services inaccordance with all Applicable Laws. The Service Provider shall not be obligated toprovide, or cause to be provided, any Service if the provision of such Service wouldrequire a Party or any of its employees, agents or representatives to violate anyApplicable Law.     **2.6 Additional Services.**          **(a)**Should a Party, in its reasonable judgment, after the Effective Date, identify aparticular need for a transitional service that should be provided under this Agreement,then that Party has the right, at any time after the Effective Date until the end of theday on May 8, 2010, to request that such transitional service be provided under thisAgreement. Following that request, the Service Provider shall negotiate in good faith withthe Service Recipient to prepare and sign an additional Service Schedule covering suchadditional transitional service or amend an existing Service Schedule to provide for suchadditional transitional service (each, a “**Subsequently Identified Additional Service**”). Inthe event the Parties agree on such Subsequently Identified Additional Service, “TridentServices” or “NXP Services,” as applicable, and therefore “Services,” shall be deemed toinclude such Subsequently Identified Additional Service. A form of services addendum, tobe completed for each country/region where Subsequently Identified Additional Services areto be performed, is attached hereto as Exhibit A.          **(b)**Notwithstanding anything to the contrary in Section 2.6(a), SubsequentlyIdentified Additional Services shall not include, and the Service Provider shall not berequired to provide, the following services (except as expressly provided in the ShareExchange Agreement): (i) tax related services; (ii) legal services; (iii) treasuryservices; (iv) manufacturing services (which are
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**covered by the Manufacturing Services Agreement); or (v) research and developmentservices (which are covered by the R&D Services Agreement).     **2.7 Treatment of Employees**. All employees and representatives of a Service Providerare considered, for purposes of all compensation and employee benefits matters, to beemployees or representatives of that Service Provider, as applicable, and not employees orrepresentatives of the Service Recipient.     **2.8 Viruses**. Each Party, as Service Provider, shall use commercially reasonableefforts to prevent the introduction of viruses and other unauthorized software ormechanisms into the Service Recipient’s software and computer systems.     **2.9 Audit Rights**. Each Party shall cooperate with the other in connection with anyfinancial audits the Service Recipient may conduct, including by providing access, uponreasonable notice, for the Service Recipient, its auditors, and designees to the ServiceProvider’s and its Affiliates’ computer systems and records.**3.** **Additional Obligations**     **3.1 Service Recipient Policies**. Both Parties shall maintain, and shall cause theirpersonnel to comply with, confidentiality and security policies in accordance with standardindustry practice, including, without limitation, network access and source code handlingpolicies. While working at a Service Recipient’s site, the Service Provider shall also: (a)observe and comply with all of the Service Recipient’s security procedures, rules,regulations, policies, working hours and holiday schedules that are made available orprovided in writing to the Service Provider; (b) use commercially reasonable efforts tominimize any disruption to the Service Recipient’s business and operations; and (c) keepService Recipient’s facilities in good order, not commit or permit waste or damage to thosefacilities and not use the facilities for any unlawful purpose or act. .     **3.2 Cooperation**. In order to enable the Service Provider to provide the Services, theService Recipient will provide the Service Provider with cooperation and assistance as theService Provider reasonably requests as required to facilitate provision of the Services.**4.** **Non-Exclusive**. Subject to Section 11.2(b), nothing in this Agreement willpreclude a Party from obtaining from its own employees or from providers other than the otherParty, in whole or in part, services of any nature.**5.** **Coordination and Communication**. The Service Recipient and the Service Provider willeach appoint a single service manager who will serve as the primary point of contact for theother Party for matters related to this Agreement, including handling of requests for changesin the Services (the “**Service Manager**”). Each Party shall also appoint one senior executiveto serve as the primary contact for discussing material issues and handling escalations(“**Senior Executive**”). A Party
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**  may replace its Service Manager or Senior Executive with an individual of comparablequalifications and experience by notifying the other of such new appointment. Each Partywill use reasonable efforts to minimize changes to the person who is serving as its ServiceManager or Senior Executive, as applicable.**6.** **Compensation**     **6.1 Compensation of Service Provider**.          **(a)**As compensation for each Service provided under the terms of this Agreement, eachParty, as the Service Recipient, shall pay the Service Provider the fee for the Service asset forth in the applicable Service Schedule.          **(b)**To the extent pricing for a Service is not set forth in the applicable ServiceSchedule or in Section 6.8, the Parties will in good faith negotiate the price ofeach such transitional Service, [****].     **6.2 Invoice**. Each Service Provider shall invoice each Service Recipient for theapplicable Services provided or will provide on a monthly basis. By the fifteenth (15th)day of each month, the Service Provider shall provide the Service Recipient with an invoicesetting forth the estimated Costs that the Service Provider has incurred or will incur forthat month. Any differences between the invoiced estimated Costs and the actual Costsincurred by the Service Provider in a given month shall be reflected in the invoice of thefollowing month. The Service Recipient shall be entitled to dispute, in good faith and inwriting, any invoice, including any estimated Costs included in such invoice. Any disputeshall be resolved pursuant to the provisions of Section 12.4.     **6.3 Payment**. The Service Recipient shall pay the fees then payable under thisSection 6 on or prior to [****] following the date of thereceipt of each invoice. Payment shall be made by the Service Recipient in the form of abank draft, wire transfer or other form of payment as may be determined by mutual agreementof the Parties. The Service Recipient shall not have the right to set off any payment madeto the Service Provider by any outstanding balance owed to Service Recipient by ServiceProvider or any losses or damages Service Recipient suffers that are attributable to theprovisions of Services by or on behalf of the Service Provider.     **6.4 Currency**. Unless otherwise agreed, all prices and fees will be calculated inlocal currencies as set forth in the applicable Service Schedule and will be converted onthe date of invoice into United States Dollars for payment based on the exchange rate ofNXP as consistently applied in accordance with NXP’s accounting principles.     **6.5 Taxes**. The fees and charges of the Service Provider under this Agreement do notinclude any taxes, including, without limitation, any value-added taxes, sales taxes orwithholding taxes (collectively, “**Taxes**”). The Service
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**Provider shall include the amount of any applicable Taxes on the invoices provided tothe Service Recipient pursuant to Section 6.2, and the Service Recipient shall beresponsible for payment of all Taxes that are legally required to be charged or withheld onfees payable for Services provided under this Agreement, other than Taxes based on theService Provider’s net income.     **6.6 Expenses**. Except as otherwise expressly provided in this Agreement, each Partywill bear its own costs and expenses incurred in the performance of this Agreement.     **6.7 Examination of Books and Records**.          **(a)**Each Party, as Service Provider, shall keep complete, true and correct books andrecords (including worksheets, invoices or other supporting documents demonstrating thetime and expenses incurred and calculation of all amounts due) in respect of the Servicesprovided hereunder to substantiate and confirm all expenses and charges (collectively, the“**Books and Records**”). During the term of this Agreement, at the Service Recipient’sreasonable request, but in any event no more than twice in any twelve (12) month period andsolely in order to substantiate and confirm any expenses and charges set forth on anyinvoice, the Service Provider shall (x) provide the Service Recipient with copies of therelevant Books and Records, or (y) after receiving ten (10) Business Days’ advance noticefrom the Service Recipient, grant an independent, reputable audit firm appointed by theService Recipient reasonable access (during normal business hours) to the relevant Booksand Records; provided, however, that granting access to such Books andRecords shall not unduly interfere with the normal business and operations of the ServiceProvider.          **(b)**If an audit reveals that the Service Provider overcharged the Service Recipient,then the Service Provider shall reimburse the overcharged amount, which reimbursement theService Provider shall make within thirty (30) days after receipt of the written demandfrom the Service Recipient. Additionally, if the Service Recipient was overcharged by**[****]**, then the Service Provider shall pay the cost of the audit.          **(c)**If an audit reveals that the Service Provider undercharged the Service Recipient,then the Service Recipient shall pay the undercharged amount, which payment the ServiceRecipient shall make within thirty (30) days after receipt of the written demand from theService Provider.     **6.8 Costs Borne and Discount provided by NXP**.          **(a)**Notwithstanding anything to the contrary in this Agreement or any ServiceSchedule, NXP shall provide the following NXP Services and bear the following Costs of suchNXP Services:               **(i)**Enterprise, Resource and Planning (“**ERP**”):
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**                    **(1)**NXP Service: NXP will create an ERP environment based on SAP®, B2B®protocol and MarCS® with booking, billing and shipping in respect of sales transactions forsole use by Trident based on the scope, functionality and milestones as described in theIT/ICT Schedule.                    **(2)**Cost: NXP will bear Costs estimated to be **[****]**.               **(ii)**BP&A transition services:                    **(1)**NXP Service: NXP will provide BP&A transition services commencing on theClosing Date and ending at the end of the Finished Goods Period (as defined in theManufacturing Service Agreement).                    **(2)**Cost: NXP will bear Costs up to a maximum of **[****]**.          **(b)**Any Costs in excess of the amounts stated in (i) Section 6.8(a)(i) to theextent Trident Cayman requests any deviations in the scope, functionality and milestones asdescribed in the in the IT/ICT Schedule and (ii) Section 6.8(a)(ii), shall be borne byTrident Cayman as set forth in the other Sections of this Agreement and the IT/ICTSchedule.          **(c)**During the term of this Agreement, NXP shall apply a **[****]**discount on Costs ofgeneric IT NXP Services up to a maximum aggregate discount of **[****]**.          **(d)**NXP shall report to Trident the Costs incurred to render the NXP Services providedpursuant to Section 6.8(a) on a monthly basis.**7.** **Confidentiality**     **7.1 Confidentiality Information**. Each Party shall keep confidential this Agreementand all proprietary and non-public information regarding the other Party and its Affiliatesreceived pursuant to this Agreement that is known to be or otherwise would be reasonablyunderstood as confidential given the nature of the information disclosed and the context ofits disclosure (the “**Confidential Information**”), and shall not disclose or reveal any suchinformation to any Person without the prior written consent of the other Party, other thanthose of its employees, officers, directors, Affiliates, attorneys, accountants, financialadvisors and contractors or subcontractors providing Services pursuant to Section2.3 (“**Permitted Representatives**”) who need to know such information for the purpose oftaking any action required with respect to this Agreement and shall cause those PermittedRepresentatives to observe the terms of this Section 7 and agree for the benefit ofthe other Party to do so (and any violation or breach of the terms of this Section7 by any Permitted Representative shall be deemed a breach hereof by the applicableParty).
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**     **7.2 No Other Use**. Each Party shall not, and shall cause its respective PermittedRepresentatives not to, use the other Party’s Confidential Information for any purposeother than in connection with this Agreement; provided, that nothing herein shallprevent a Party or any of its Permitted Representatives from disclosing any suchinformation that:          **(a)**is or becomes generally available to the public other than as a result of adisclosure by such Party or its Permitted Representatives in violation of this Section7.2 or any other confidentiality agreement between the Parties or any of theirrespective Permitted Representatives or any other legal duty, fiduciary duty, or other dutyof trust and confidence of the Parties, any of their Permitted Representatives;          **(b)**was within such Party’s or its Permitted Representative’s possession on anon-confidential basis prior to being furnished with such information (provided that thesource of such information was not known by such Party at the time of such disclosure bysuch Party or any of its Permitted Representatives to be bound by a confidentialityagreement with, or other contractual, legal or fiduciary obligation of confidentiality toor other duty of trust and confidence to, the other Party with respect to suchinformation);          **(c)**was independently developed by such Party without use of any information furnishedto such Party, any of its Permitted Representatives; or          **(d)**becomes available to such Party or its Permitted Representative on anon-confidential basis from a source other than the other Party; provided that suchsource is not known by such Party at the time of such disclosure by such Party or any ofits Permitted Representatives to be bound by a confidentiality agreement with, or othercontractual, legal or fiduciary obligation of confidentiality to or other duty of trust andconfidence to, the other Party with respect to such information.     **7.3 Disclosure Required by Law**. If any Confidential Information is required to bedisclosed by a Party in accordance with Applicable Law or judicial order, then such Partyshall notify the other Party in writing and shall cooperate with the other Party if theother Party elects to seek a protective order or other appropriate remedy with respect tosuch required disclosure. If no such protective order is obtained, and if the Party or anyof its Permitted Representatives has been advised by legal counsel in writing that it islegally compelled to disclose any Confidential Information, then such Party or suchPermitted Representative may disclose such Confidential Information, but shall furnish onlythat portion of the Confidential Information which such Party or its PermittedRepresentatives is advised by counsel is legally required and shall exercise its reasonableefforts to obtain reliable assurance that confidential treatment shall be accorded suchConfidential Information.
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**     **7.4 Return of Confidential Information**. Upon the termination of this Agreement, eachParty shall return to the other Party all written Confidential Information that has beenprovided to such Party under this Agreement; provided, that in lieu of returningsuch Confidential Information to the other Party, each Party may destroy such ConfidentialInformation and provide the other Party with a written certification that such writtenConfidential Information has been destroyed.     **7.5 Access to Computer Systems**. If a Party is given access to any equipment,computer, software, network, electronic files, or electronic data storage system owned orcontrolled by the other Party, such accessing Party will limit such access and use solelyto provide or receive Services under this Agreement and shall not access or attempt toaccess any equipment, computer, software, network, electronic files, or electronic datastorage system, other than those specifically required to provide or receive the Services.Each Party will limit its access to those employees with a requirement to have such accessin connection with this Agreement, will advise the other Party in writing of the name ofeach person who will be granted access if requested to do so, and will strictly follow allsecurity rules and procedures for use of electronic resources. All user identificationnumbers and passwords disclosed to a Party and any Confidential Information obtained by aParty as a result of its access to and use of any equipment, computers, software, networks,clean-rooms electronic files, and electronic data storage systems owned or controlled bythe other Party, is deemed to be, and will be treated as, Confidential Information underapplicable provisions of this Agreement. The Parties agree to cooperate in theinvestigation of any apparent unauthorized access to any equipment, computer, software,network, clean-room, electronic file, or electronic data storage systems owned orcontrolled by the other Party, or any apparent unauthorized release of ConfidentialInformation.     **7.6 Injunctive Relief**. Each of the Parties acknowledges and agrees that (a) any breachof the provisions of this Section 7 by either Party will result in irreparableinjury to the other Party; (b) the remedy at law alone will be an inadequate remedy forsuch breach; (c) in addition to any other undertaking, such Party is entitled,notwithstanding any provision of Section 12 below, to an injunction or injunctionsor other equitable relief from any court of competent jurisdiction to prevent breaches ofthis Agreement and to enforce specifically the terms and provisions of this Section7 in accordance herewith (to the extent permitted by law), this being in addition toany other remedy to which such Party is entitled at law or in equity; and (d) in the eventthat any action, suit or proceeding is brought in equity to enforce the provisions of thisSection 7, no Party shall allege, and each party waives the defense orcounterclaim, that there is an adequate remedy at law.**8.** **Limitations of Liability**     **8.1 Consequential Damages Waiver**. EXCEPT FOR ANY BREACH OF THE CONFIDENTIALITYOBLIGATIONS UNDER SECTION 7, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSSOF PROFIT,
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING OUT OF ORRELATING TO THIS AGREEMENT.     **8.2 Limitation of Liability**. Each Party’s liability under this Agreement (for its ownconduct and the conduct of its Subsidiary(ies) in performing the Services) shall be limitedto such Party’s willful misconduct or gross negligence.     **8.3 Basis of the Bargain**. EACH PARTY ACKNOWLEDGES THAT THE MUTUAL LIMITATIONS OFLIABILITY CONTAINED IN THIS SECTION 8 REFLECT THE ALLOCATION OF RISK SET FORTH INTHIS AGREEMENT AND THAT NO PARTY WOULD ENTER INTO THIS AGREEMENT WITHOUT THESE LIMITATIONSON LIABILITY.**9.** **Disclaimer**. OTHER THAN AS EXPRESSLY SET FORTH IN THIS AGREEMENT OR A SERVICESCHEDULE, THE SERVICES, AND ALL OTHER FACILITIES, EQUIPMENT, SOFTWARE, AND SERVICES PROVIDEDUNDER THIS AGREEMENT ARE PROVIDED “AS IS” AND THE SERVICE PROVIDER MAKES NO OTHERREPRESENTATIONS OR WARRANTIES UNDER THIS AGREEMENT, AND DISCLAIMS ANY AND ALL OTHERREPRESENTATIONS OR WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION,ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ANDNON-INFRINGEMENT.**10.** **No Indemnification**. Each Party has no obligation to indemnify the other for claims,actions, demands, suits, losses, liabilities, judgments, expenses or costs (includingattorneys’ fees) made by third parties arising out of or related to the Services. Each Partyhereby expressly disclaims any such indemnification obligation.**11.** **Term and Termination**     **11.1 Term of Agreement**.          **(a)**The term of this Agreement begins on the Effective Date and, unless earlierterminated as provided herein, will continue until the termination or expiration of each ofthe Service-specific terms set forth in the Service Schedules.          **(b)**Except as otherwise provided in a Service Schedule, the term for an individual ITService shall be three (3) months. For all other Services, and except as otherwise providedin a Service Schedule, the Service Recipient may select a term for an individualtransitional Service of two (2), six (6), twelve (12), or eighteen (18) months, inaccordance with feasible alternatives for obtaining the transitional Services available tothe Service Recipient.
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**          **(c)**The provision of the Services hereunder may be extended to the extent mutuallyagreed in writing between the Parties.     **11.2 Termination**.          **(a)**Either Party may terminate this Agreement or any one or more of the ServiceSchedules immediately, upon written notice, a copy of which shall also be provided to theother Party’s Senior Executive: (i) if the other Party materially breaches any materialterm of this Agreement and fails to cure such breach within forty-five (45) days afterreceipt by the breaching Party of written notice from the non-breaching Party describing inreasonable detail such breach; (ii) upon the institution by or against the other Party ofinsolvency, receivership or bankruptcy proceedings or any other proceedings for thesettlement of the other Party’s debts, which case is not dismissed within sixty (60) daysof filing; (iii) upon the other Party’s making an assignment for the benefit of creditors;or (iv) upon the other Party’s dissolution or ceasing to conduct business in the normalcourse, or the other Party’s failure to pay its debts as they mature in the ordinary courseof business.          **(b)**Except as set forth on the applicable Service Schedule in regards to a longer orshorter termination notice period, a Service Recipient may terminate any Service Schedulewithout cause upon three (3) months’ prior written notice. Any such termination shall beeffective on the first day after such notice period.     **11.3 Effect of Termination**. Upon termination or expiration of this Agreement for anyreason, (a) the Service Provider will cooperate with the Service Recipient in completingall work in progress and such other matters which may require the Service Provider’sassistance; (b) within five (5) business days of any termination or expiration of thisAgreement or any Service Schedule, the Service Provider will deliver to the ServiceRecipient all deliverables, whether completed or in progress, as well as all materialswhich were furnished to the Service Provider by the Service Recipient or which wereprepared or procured by the Service Provider as a part of the Services, and will discloseto the Service Recipient all of the Service Provider’s work product related to theprovision of the Services; (c) the Service Provider will cooperate with the ServiceRecipient in transitioning all work in progress to the Service Recipient or the ServiceRecipient’s designee, and will otherwise cooperate with the Service Recipient as reasonablyrequested to prevent disruption to the Service Recipient’s business and operations; and (d)each Party shall return to the other Party or certify in writing to the other Party that ithas destroyed all documents and other tangible items that it or its employees, contractorsand agents have received or created pertaining, referring or relating to the ConfidentialInformation of the other Party furnished under this Agreement, and erase or destroy allelectronic or magnetic records in computer memory, tape or other media containing anyConfidential Information. Termination of this Agreement shall not limit either Party frompursuing any other remedies available to it at law or in equity. Neither the ServiceRecipient, on the one hand, nor the
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**Service Provider, on the other hand, will be liable to the other because of any propertermination of this Agreement for compensation, reimbursement, or damages for the loss ofprospective profits, anticipated sales or goodwill. The provisions of this Agreement thatby their nature continue and survive will survive any termination or expiration, including,without limitation, Sections 1, 6, 7, 8, 9,10, 11.3, 11.4 and 12. In the event of any terminationwith respect to one or more, but less than all, of the Service Schedules, this Agreementwill continue in full force and effect with respect to any Service Schedules not soterminated.     **11.4 Further Assurances.**During the term of this Agreement and following theexpiration of the term a Service Schedule or following any termination of this Agreement,the Service Provider shall cooperate in good faith with the Service Recipient and take allother actions reasonably requested by the Service Recipient to enable the Service Recipientto make alternative arrangements for the provision of Services.**12.** **General**     **12.1 Notices**. All notices or other communications hereunder shall be given inaccordance with Section 12.9 of the Share Exchange Agreement.     **12.2 Governing Law**. The internal law, without regard for conflicts of lawsprinciples, of the State of New York shall govern the validity of this Agreement, theconstruction of its terms and the interpretation and enforcement of the rights and dutiesof the Parties.     **12.3 Assignment**. Except as set forth in Section 2.3, neither this Agreementnor any of the rights, interests or obligations under this Agreement may be assigned ordelegated, in whole or in part, by operation of law or otherwise by any of the Partieswithout the prior written consent of the other Party, and any such assignment or delegationwithout such prior written consent shall be null and void, except that a Party may assignor otherwise transfer its rights without the prior consent of the other Party (i) to adirect or indirect wholly owned Subsidiary, or (ii) in connection with a merger,acquisition or sale of substantially all of such Party’s assets, or of the portion of suchParty’s assets to which this Agreement relates. Subject to the preceding sentence, thisAgreement shall be binding upon, inure to the benefit of, and be enforceable by, theParties and their respective successors and assigns.     **12.4 Dispute Resolution**.          **(a)**The Parties shall attempt in good faith to resolve promptly any dispute arisingout of or relating to this Agreement.          **(b)**In the event a dispute arises between the Parties under this Agreement that cannotbe resolved after good faith negotiation as contemplated by Section 12.4(a) withinten (10) Business Days of a Party’s request, NXP or Trident Cayman, as applicable, shallprovide a written notice to the other describing, in
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**reasonable detail, the substance of such dispute or disagreement (the “**DisputeNotice**”). The Senior Executive of each of NXP or Trident Cayman shall meet, confer andattempt to resolve the dispute or disagreement within a period of thirty (30) daysfollowing delivery of such Dispute Notice. If such Senior Executives are unable to resolvethe dispute or disagreement within such thirty (30) day period, then either Party shall beentitled to commence dispute resolution pursuant to Section 12.4(c) below.          **(c)**Any dispute or disagreement arising under this Agreement that cannot first beresolved as provided in Section 12.4(b) shall be finally and exclusively settled bybinding arbitration to be held in New York, New York. Either NXP or Trident Cayman shallmake written application to Judicial Arbitration and Mediation Services (“**JAMS**”), New York,New York, for the appointment of a single arbitrator (the “**JAMS Arbitrator**”) to resolve thedispute by arbitration. The arbitration shall be administered by JAMS pursuant to itsComprehensive Arbitration Rules and Procedures. At the request of JAMS, the Parties shallmeet with JAMS at its offices within ten (10) Business Days of such request to discuss thedispute and the qualifications and experience which each Party respectively believes theJAMS Arbitrator should have. The Parties shall cooperate with each other and JAMS toselect a JAMS Arbitrator within thirty (30) days of the written application to JAMS. Thearbitrator shall have the authority to grant any equitable and legal remedies that would beavailable in any judicial proceeding instituted under New York law to resolve the dispute.Judgment upon the award rendered by the arbitrator may be entered in any court havingjurisdiction thereof. The losing party shall bear the cost of the arbitration, includingthe arbitrator’s fee. The Parties hereto expressly waive all rights whatsoever to file anappeal against or otherwise to challenge any award by the arbitrator hereunder, except thatthe foregoing does not limit the rights of either Party to bring a proceeding in anyapplicable jurisdiction to conform, enforce or enter judgment upon such award (and therights of the other Party, if such proceeding is brought, to contest such confirmation,enforcement or entry of judgment).          **(d)**Nothing in this Section 12.4 shall preclude either Party from seekinginjunctive relief or any other equitable remedy in any applicable jurisdiction sought toprotect such party’s name, technology, Confidential Information or Intellectual Property.     **12.5 Entire Agreement**. This Agreement and the schedules and exhibits heretoconstitute the entire understanding and agreement of the Parties with respect to thesubject matter hereof and supersede all prior and contemporaneous agreements orunderstandings, inducements or conditions, express or implied, written or oral, between theParties with respect hereto. The express terms hereof control and supersede any course ofperformance or usage of the trade inconsistent with any of the terms hereof.     **12.6 Amendments and Waivers**. Any term or provision of this Agreement may be amended,and the observance of any term of this Agreement
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**may be waived (either generally or in a particular instance and either retroactivelyor prospectively), only by a writing signed by the Party to be bound thereby. The waiverby a Party of any breach hereof or default in the performance hereof shall not be deemed toconstitute a waiver of any other default or any succeeding breach or default. The failureof any Party to enforce any of the provisions hereof shall not be construed to be a waiverof the right of such Party thereafter to enforce such provisions.     **12.7 Severability**. If any provision of this Agreement, or the application thereof,shall for any reason and to any extent be invalid or unenforceable, then the remainder ofthis Agreement and the application of such provision to other persons or circumstancesshall be interpreted so as reasonably to effect the intent of the Parties. The Partiesfurther agree to replace such void or unenforceable provision of this Agreement with avalid and enforceable provision that shall achieve, to the extent possible, the economic,business and other purposes of the void or unenforceable provision.     **12.8 Interpretation; Rules of Construction**. When a reference is made in thisAgreement to Exhibits, such reference shall be to an Exhibit to this Agreement unlessotherwise indicated. When a reference is made in this Agreement to Schedules, suchreference shall be to a Schedule to this Agreement unless otherwise indicated. When areference is made in this Agreement to Sections, such reference shall be to a Section ofthis Agreement unless otherwise indicated. The words “include”, “include” and “including”when used herein shall be deemed in each case to be followed by the words “withoutlimitation.” The term “$” means United States Dollars. The headings contained in thisAgreement are for reference purposes only and shall not affect in any way the meaning orinterpretation of this Agreement. Reference to the subsidiaries of an entity shall bedeemed to include all direct and indirect subsidiaries of such entity. The Parties agreethat they have been represented by legal counsel during the negotiation and execution ofthis Agreement and, therefore, waive the application of any law, regulation, holding orrule of construction providing that ambiguities in an agreement or other document shall beconstrued against the Party drafting such agreement or document. In the event of aconflict between this Agreement and the Share Exchange Agreement, the Share ExchangeAgreement shall govern unless the context otherwise requires.     **12.9 Third Party Beneficiary Rights**. No provisions of this Agreement are intended,nor shall be interpreted, to provide or create any third party beneficiary rights or anyother rights of any kind in any client, customer, employee, affiliate, stockholder, partnerof any Party or any other Person unless specifically provided otherwise herein and, exceptas so provided, all provisions hereof shall be personal solely between the Parties to thisAgreement.     **12.10 No Joint Venture**. Nothing contained in this Agreement shall be deemed orconstrued as creating a joint venture or partnership between the Parties. Neither Party isby virtue of this Agreement authorized as an agent, employee, or
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**legal representative of the other Party. Neither Party shall have the power tocontrol the activities and operations of the other Party and their status is, and at alltimes shall continue to be, that of independent contractors with respect to each other.Neither Party shall have any power or authority to bind or commit the other Party. NeitherParty shall hold itself out as having any authority or relationship in contravention ofthis Section 12.10.     **12.11 Counterparts.**This Agreement may be executed in any number of counterparts,each of which shall be an original as regards any Party whose signature appears thereon andall of which together shall constitute one and the same instrument. This Agreement shallbecome binding when one or more counterparts hereof, individually or taken together, shallbear the signatures of all Parties reflected hereon as signatories.     **12.12 Attorneys Fees**. The prevailing party is entitled to recover from the losingparty the prevailing party’s attorneys’ fees and costs incurred in any arbitration or otheraction with respect to any claim arising out or relating to this Agreement.     **12.13 Execution.**This Agreement may be executed by facsimile signatures and suchsignature will be deemed binding for all purposes of this Agreement, without delivery of anoriginal signature being thereafter required.[*Signature Page follows*]
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**CONFIDENTIAL TREATMENT REQUESTED — REDACTED COPY**The Parties have executed this Agreement as of the Effective Date.           **Trident Microsystems (Far East) Ltd.**   **NXP B.V.**   By: /s/Pete J.Mangan   By: /s/Guido Diereck              Name:  Pete J. Mangan    Name: Guido Diereck               Title:President    Title:Authorized Signatory