NXP Semiconductors N.V. - High Tech Campus 60

Depending on which NXP entity is the contracting party, note the applicability of the following terms:

NXP Japan Limited, a limited liability company established in Japan:

Section 17 (Governing Law and Forum) is replaced with the following: These Terms, and all Offers, Confirmations and Agreements, are governed by and construed in accordance with the laws of Japan without regard to provisions concerning conflicts of law and subject to the dispute resolution terms set forth in this Section 17 regardless of any conflicting terms in any other agreements between Buyer and Seller. All disputes arising out of or in connection with these Terms and Conditions, or any Offer, Confirmation or Agreement, shall first be attempted by Buyer and Seller to be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. All disputes that are not so settled within a period of thirty (30) days from the date the relevant dispute first arose may be submitted to and finally be resolved by arbitration (hereinafter referred to as “Arbitration”) under the Rules of Arbitration of the International Chamber of Commerce (“ICC Rules”), which ICC Rules are deemed to be incorporated by reference into this clause. The seat, or legal place, of arbitration shall be Japan. One arbitrator shall be appointed in accordance with the ICC Rules and the language to be used in the Arbitration proceedings shall be English. The arbitration award shall be final and binding on the parties and be enforceable in any court of competent jurisdiction. Accordingly, the parties hereby confirm that they shall treat the performance of this award as an obligation under this Agreement and expressly agree to carry out such arbitral award without delay. The arbitrator shall determine which party shall bear the fees of such arbitration. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, or any Offer, Confirmation or Agreement. Nothing in this Section shall be construed or interpreted as a limitation on either Seller’s or Buyer’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party.

NXP Semiconductors Netherlands B.V., a Dutch corporation:

Section 12(f) is replaced with the following: The limitations and exclusions set forth above in this Section shall only apply to the extent permitted by applicable mandatory law and shall not apply in case of willful misconduct.

Section 17 (Governing Law and Forum) is replaced with the following: These Terms, and all Offers, Confirmations and Agreements, are governed by and construed in accordance with the laws of The Netherlands. All disputes arising out of or in connection with these Terms, or any Offer, Confirmation or Agreement, shall first be attempted by Buyer and Seller to be settled through consultation and negotiation in good faith and a spirit of mutual cooperation. All disputes that are not so settled within a period of thirty (30) days from the date the relevant dispute first arose may be submitted to the courts of Amsterdam, The Netherlands, provided that Seller shall always be permitted to bring any action or proceedings against Buyer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, or any Offer, Confirmation or Agreement. Nothing in this Section shall be construed or interpreted as a limitation on either Seller’s or Buyer’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party.

NXP Semiconductors (Shanghai) Co., Ltd., a limited liability company established in the P.R.C.:

Section 4, fourth paragraph is replaced with the following: With respect to all or portions of Products, Software, documentation, Buyer is not authorized to and agrees that it will not: (i) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code, ideas, technology or algorithms, except to the extent expressly authorized by applicable law; (ii) modify or create derivative works; (iii) remove or alter any proprietary markings or notices; (iv) merge, link or incorporate Software into any other software; or (v) attempt to determine whether any of its patents or patent applications read on Products, Software, or documentation, or create or modify its patents or patent applications based on Products, Software, or documentation. If Buyer creates any modifications or derivative works of all or a portion of Products, Software, documentation, Buyer irrevocably assigns and agrees to assign all right, title and interest in any such modifications or derivative works to Seller and its Affiliates. Buyer's rights under these Terms are conditional upon Buyer not performing any actions that may require any Software, Products or any derivative works of the Software or Products, to be licensed under open source software license terms that may, for example, require disclosing source code, granting a license under intellectual property rights, such as granting a permission to develop derivative works, or granting other rights or assuming responsibilities commonly associated with open source software

Section 5 (Payment) is replaced with the following:

1. Unless agreed otherwise between Seller and Buyer in writing, Seller may invoice Buyer for the price of the Products, Software, or Services delivered upon delivery of the Products, Software, or Services. Payment is due within thirty (30) days of date of invoice. All payments shall be made to the designated Seller's accounts. If deliveries are made in installments, each installment may be separately invoiced and shall be paid for when due. No discount is allowed for early payment. Interest will accrue on all late payments, at the rate of eighteen percent (18%) per annum or the maximum rate permitted by applicable law, whichever is lower, from the due date until payment in full. In addition, Buyer shall pay all expenses incurred by Seller, including but not limited to legal fees and exchange rate losses in connection with collection of any late payments.
2. All fees and amounts payable by Buyer to Seller are exclusive of any value added tax, goods and service tax, sales tax, use tax, consumption tax or any other similar tax only (collectively referred to as “VAT”). If the transactions as described in this Agreement are subject to any applicable VAT, Seller shall provide Buyer with an invoice which specifically states this VAT. Provided Seller has stated VAT (as identified above) on an invoice Buyer will pay to Seller the VAT properly chargeable in respect of that payment. Seller will not invoice or otherwise attempt to collect from Buyer any taxes with respect to which Buyer has provided Seller with (i) a valid resale or exemption certificate, (ii) evidence of direct payment authority, or (iii) other evidence, reasonably acceptable to Seller, that such taxes do not apply.
3. If any VAT or VAT surcharge deductions or withholdings are required by applicable law to be made from any of the amounts payable, Buyer shall pay such additional amount to Seller, after the VAT or VAT surcharge deduction or withholding has been made, leaving the Seller with the same amount as it would have been entitled to receive in the absence of any such requirement to make a VAT or VAT surcharge deduction or withholding.
4. If Buyer is required by law to withhold and remit tax relating to a purchase (not being VAT or VAT surcharges) under this Agreement, Buyer will transmit to Seller official tax receipts or other evidence issued by said tax or other government authorities sufficient to enable Seller to support a claim for tax credit or refund in respect to such withheld taxes paid by Buyer.
5. All deliveries of Products or Software or performance of Services agreed to by Seller are subject to credit approval of Seller. If, in Seller's judgment, Buyer's financial condition does not justify production, performance of Services or delivery of Products or Software on the above payment terms, Seller may require full or partial payment in advance or other payment terms as a condition for delivery, and Seller may suspend, delay or cancel any credit, delivery or any other performance by Seller.
6. Payment by Buyer of non-recurring charges (as may be made to Seller for special design, engineering work or production materials) shall not convey title to any design, engineering work or production materials, and title shall remain in Seller.
7. Buyer shall not offset, withhold or reduce any payment(s) due by it to Seller. The payment of fees and charges is a covenant of Buyer that is independent of the other covenants in these Terms.
8. If Buyer breaches these Terms, including but not limited to failing to pay fees when due, Seller has the right to refuse performance of any Services and delivery of any Products or Software until the breach is cured and Seller may suspend, delay or cancel any credit, delivery or any other performance by Seller. This right shall be in addition to, and not in lieu of, any other rights and remedies available under these Terms or at law or in equity

Section 17 (Governing Law and Forum) is replaced with the following: These Terms, and all Offers, Confirmations and Agreements, are governed by and construed in accordance with the laws of the P.R.C. This Agreement shall be governed by and construed in accordance with the laws of the P.R.C. without regard to any principle of conflicts of law. Any dispute arising hereunder shall be exclusively settled by the competent court located in Shanghai, China. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, or any Offer, Confirmation or Agreement. Nothing in this Section shall be construed or interpreted as a limitation on either Seller’s or Buyer’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party.

NXP USA, Inc., a Delaware corporation:

Section 4, fourth paragraph is replaced with the following: With respect to all or portions of Products, Software, documentation, Buyer is not authorized to and agrees that it will not: (i) reverse engineer, decompile, decrypt, disassemble or otherwise attempt to derive the source code, ideas, technology or algorithms, except to the extent expressly authorized by applicable law; (ii) modify or create derivative works; (iii) remove or alter any proprietary markings or notices; (iv) merge, link or incorporate Software into any other software; or (v) attempt to determine whether any of its patents or patent applications read on Products, Software, or documentation, or create or modify its patents or patent applications based on Products, Software, or documentation. If Buyer creates any modifications or derivative works of all or a portion of Products, Software, documentation, Buyer irrevocably assigns and agrees to assign all right, title and interest in any such modifications or derivative works to Seller. Buyer's rights under these Terms are conditional upon Buyer not performing any actions that may require any Software, Products or any derivative works of the Software or Products, to be licensed under open source software license terms that may, for example, require disclosing source code, granting a license under intellectual property rights, such as granting a permission to develop derivative works, or granting other rights or assuming responsibilities commonly associated with open source software.

Section 17 (Governing Law and Forum) is replaced with the following: These Terms, and all Offers, Confirmations and Agreements, are governed by and construed in accordance with the laws of the State of Texas exclusive of its conflict-of-law rules. The parties agree that the exclusive jurisdiction and venue of any action between the parties arising out of these Terms, or any Offer, Confirmation or Agreement, shall be the State and Federal Courts located within Travis County, Texas, USA, and each of the parties hereby submits itself to the exclusive jurisdiction and venue of such courts for purposes of the action, it being understood that Seller shall always be permitted to bring any such action against Buyer in any other court of competent jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to these Terms, or any Offer, Confirmation or Agreement. Nothing in this Section shall be construed or interpreted as a limitation on either Seller’s or Buyer’s right under applicable law for injunctive or other equitable relief or to take any action to safeguard its possibility to have recourse on the other party.