Service Purchasing Terms and Conditions

TriQuint Semiconductor, Inc. and Affiliates
Purchase of Services Terms and Conditions

Independent Contractor
(a) Contractor Responsibility. Contractor is acting as an independent contractor in the performance of this Agreement and shall not be considered or permitted to be an agent, servant, joint venturer or partner of Client. Contractor is not authorized to execute any document or enter into any agreement in Client’s name or on Client’s behalf, or to make any representation or assume any contract or legal obligation. Contractor shall be solely responsible, at its own expense, for (a) payment of all compensation to its employees and contractors; (b) withholding and payment of all federal, state, and local taxes, FICA, Medicare, unemployment insurance, and other taxes; and (c) payment of workers’ compensation insurance, for all Contractor employees, in accordance with applicable law.

(b) Removal. Contractor shall only assign employees to perform Services under this Agreement who are well-trained, qualified and competent to perform the Services. Contractor shall have the sole responsibility in determining which of its employees shall perform the Services; provided, however, that Client may, at any time, require removal of Contractor personnel performing the Services for cause if such personnel (i) continuously refuses to comply with Client’s instructions; (ii) breaches any obligation of confidentiality; (iii) fails to comply with the written rules of conduct applicable to Client’s own personnel; (iv) violates any applicable law, rule or regulation; or (v) in Client’s reasonable judgment is unqualified, unwilling or unable to perform the Services. In addition, Client may require removal for any reason, without cause. In the event of removal for cause, Contractor shall bear the entire cost of replacing and training the replacement. Client shall bear such costs if employee is removed by Client without cause.

Ownership and License
(a) Intellectual Property Rights. For purposes of this Agreement, “Intellectual Property Rights” shall mean any and all proprietary rights of any kind, tangible or intangible, now known or hereafter existing, including without limitation copyrights, neighboring rights and moral rights; trade secret; trademark; and patent and other industrial property rights, and all registrations, and applications thereof now or hereafter in force throughout the world.

(b) Work Product. Contractor acknowledges that all Services performed by Contractor under this Agreement are performed at the direction of and specifically for the use of Client, and further agrees that except as may be specifically designated as Contractor Components in Attachment A, Client will own and Contractor hereby assigns, transfers and conveys to Client all right, title and interest, including without limitation all Intellectual Property Rights, in and to any and all Deliverables, ideas and work product, tangible or intangible, created or produced by Contractor or used by Contractor in performing such Services (“Work Product”). Contractor agrees not to assert any rights inconsistent with Client’s ownership of the Work Product. Contractor agrees without further consideration to execute any document reasonably requested by Client to further evidence or attest to the vesting of such rights in Client.

(c) Consistent with Contractor's recognition of Client's complete ownership rights in all original works of authorship, Contractor shall not use the original works of authorship developed or created under this Agreement; nor permit the use, copying or assignment by or to any third party, except as may be expressly authorized by the Board of Directors of Client, in writing. Contractor shall indemnify Client from all claims, damages, losses, costs and/or other liabilities (including reasonable attorney's fees), which may arise from the breach of this Section by Contractor.

(d) Client Marks. Contractor shall not use any trademark, service mark, trade name or logo of Client (“Client Marks”) in any manner without Client’s prior, specific written approval. Any such use shall be in strict accordance with Client’s instructions, as they may change from time to time in Client’s sole discretion, and shall terminate immediately upon written notice from Client. All goodwill resulting from Contractor’s use of Client Marks shall inure to the sole benefit of Client.

(e) Contractor Components. Contractor shall retain ownership of Contractor Components specifically designated as such in Attachment A. Contractor hereby grants Client a perpetual, royalty-free, irrevocable, non-exclusive, assignable and sublicenseable worldwide right to use, copy, modify, and make derivatives of the Contractor Components as necessary for Client to fully exploit its rights in the Work Product.

Performance
Contractor shall not assign or subcontract any work under this Agreement to any other person without the prior written consent of Client. If Client authorizes Contractor to subcontract any of the services under this Agreement, Contractor shall be responsible for paying all fees and costs associated with the subcontractor’s work. Contractor shall obtain the written agreement of each approved sub-contractor to personally assume, perform, and be bound by all the covenants, obligations, and agreements contained in this Agreement which shall include a provision naming Client as a third party beneficiary for the purposes of enforcing the terms of such agreement and the following:

[subcontractor] understands that the work performed for [Contractor] under this agreement is being performed for the benefit of Client Corporation pursuant to an agreement between Client and [Contractor]. [subcontractor] agrees to be bound by and comply with the confidentiality and other obligations of Contractor in the agreement between Contractor and Client and hereby transfers, assigns and conveys to Client all right, title and interest, including without limitation all copyright and all other Intellectual Property Rights, in and to any and all ideas, work product, tangible or intangible, created or produced by [subcontractor] or used by [subcontractor] in performing services under this agreement and in all deliverables due hereunder (“Work Product’). [subcontractor] understands and agrees that Client is not a party to this agreement and that [subcontractor’s] sole recourse for any breach of any covenants, obligations and agreements by [Contractor] under this agreement shall be against [Contractor], and Client shall incur no liability whatsoever resulting from such breach by a [Contractor].

Notwithstanding any engagement of a subcontractor to perform services under this Agreement, Contractor shall at all times remain responsible for the performance of this Agreement. Upon request by Client, Contractor shall promptly remove any person providing Services under Contractor’s authority and replace the person with another fully qualified and experienced person.

Contractor Warranties
Contractor represents and warrants to Client as follows: (a) the Services shall be performed (i) in accordance with Client’ specifications; and (ii) in a professional manner, using the highest standards of workmanship, care, good faith and integrity; (b) Contractor possesses full power and authority to enter into this Agreement and to carry out its obligations hereunder and to do so without liability to any third party; (c) the Services shall be performed and the Deliverables created in accordance with all applicable laws, ordinances, regulations and orders, including without limitation federal, state or local laws of the United States or any other country and Contractor shall obtain all permits, registrations and licenses required to comply with such laws, ordinances, regulations and orders; (d) all Deliverables will conform to, and perform in accordance with, Client’s specifications and shall be fit for any particular purpose(s) Client has made known to Contractor; (e) none of the Deliverables or materials supplied or used by Contractor in performing the Services, or any part thereof will (i) contain libelous, injurious or unlawful material; or (ii) infringe the copyright, patent, trademark, trade name, trade secret or other proprietary rights of any third party; (f) Contractor has obtained all consents necessary for it to perform its obligations and grant Client the rights granted hereunder and neither the execution of this Agreement nor the performance of Services or delivery of Deliverables violates or will violate any contractual right of any third party; and (g) there is presently no litigation or other claim, pending or threatening, nor a fact which may be the basis of any claim against the Client, and Contractor has not taken any action or failed to take any action which would interfere with the rights of Client under this Agreement.

Remedies
In addition to the indemnity under Section 7 Client’s sole and exclusive remedies for any claim it may have against Contractor related to any breach of the warranties in Section 4 shall include (a) re-performance by Contractor of any defective work, and/or (b) if in the sole opinion of Client, there is no re-performance that Contractor can reasonably accomplish, then Contractor shall be liable to Client for the total amount paid to Contractor under this Agreement. Except for breach of Section 8 and Contractor’s obligations under Section 7, Contractor’s total aggregate liability under this Agreement shall not exceed the total amount paid to Contractor under this Agreement.

Limitation of Liability
IN NO EVENT SHALL CLIENT BE LIABLE TO CONTRACTOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, ARISING OUT OF OR IN RELATION TO THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, OR OTHERWISE. IN NO EVENT SHALL CLIENT’S LIABILITY HEREUNDER EXCEED THE AMOUNT OF ANY FEES PAID BY CLIENT TO CONTRACTOR UNDER THIS AGREEMENT.

Indemnity and Insurance
Contractor agrees to indemnify, defend and hold harmless Client, at Contractor’s sole expense, from and against any claim (including without limitation attorneys’ fees and court costs) arising out of or relating to the Services or the Deliverables (including any claim for personal injury or property damage resulting from any act or failure to act of Contractor or any of its employees) or any warranty provided under Section 4 above, including without limitation any claim that the Deliverables infringe a trade secret, patent, copyright or trademark of any third party, and to pay all costs and damages arising out of such claim. Client agrees to provide Contractor with prompt notice of any such claim and, at Contractor’s sole expense, to fully cooperate with Contractor in the defense of any claim and all related negotiations.

Contractor shall obtain and maintain at its expense, during the term of this Agreement and at least for two (2) years after the last shipment hereunder, the following minimum insurance policies:

Workers Compensation		Statutory
Employer’s Liability		$500,000
Commercial or Personal Auto Insurance		$1,000,000
Commercial General Liability
	Each Occurrence	$1,000,000
	General Aggregate	$2,000,000
	Products/Completed Operations Annual Aggregate	$2,000,000
	Personal and Advertising Injury	$1,000,000
	Fire Damage	$50,000
	Errors and Omissions	$2,000,000
	Intellectual Property Infringement Indemnity	$2,000,000
	Excess Liability (Umbrella) in excess of limits above	$5,000,000

with carriers rated A-M Best or A- and with waiver of subrogation as to General Liability and Workers Compensation. Contractor shall name TriQuint, its officers, directors, employees, or agents as additional insureds and require that TriQuint be given not less than thirty (30) days prior written notice of any cancellation or reduction of such coverage. TriQuint is to be provided with certificates of insurance with respect to the required coverages.

Confidentiality
Contractor acknowledges that during and prior to the term of this Agreement Contractor may have access to information regarding Client’s business which Client deems confidential and/or proprietary, including without limitation information relating to technical and financial information; actual or prospective (if known to Contractor) clients, customers, business partners, or investors (collectively “Business Contacts”); business and marketing plans; suppliers; business opportunities, and Client’s current and anticipated products and services. Contractor agrees that all such information, including information disclosed prior to the date of this Agreement, and any other information that Client marks as “Confidential” or “Proprietary”, (or which, if verbally disclosed, is followed within ten (10) days by a written summary of the information requesting confidential treatment for such information) is the confidential trade secret property of Client ("Proprietary Information"). Contractor agrees not to (a) copy, use or disclose any Proprietary Information or any tangible or intangible work product containing or referring to such Proprietary Information for any purpose except for the benefit of Client and as necessary for the performance of Contractor’s obligations under this Agreement, and otherwise as authorized in writing by Client; (b) take advantage of any business opportunity which, as the result of Contractor’s access to Proprietary Information, Contractor knows or should know Client may or is likely to consider; (c) remove any Proprietary Information from Client’ premises without Client’ prior written permission; or (d) accept or solicit any work, services, goods, employment or other business from a Business Contact without Client’s prior written consent.

Termination
(a) Client may terminate this Agreement, with or without cause, by written notice to Contractor. Upon such notice Contractor will immediately cease work. Termination without cause shall be effective upon thirty (30) days notice. Client will pay Contractor for any Services rendered up to the date of such termination. Termination for cause shall be effective immediately upon provision of written notice to Contractor.

(b) Contractor shall provide Client with written notice of any material breach of this Agreement by Client. Should Client fail to cure such breach within thirty (30) days of such notice, Contractor may terminate this Agreement upon provision of written notice of termination to Client.

(c) Contractor shall provide Client with prompt written notification of any inability to comply with Contractor’s obligations under this Agreement, including without limitation (i) inability to provide Services or Deliverables in accordance with the applicable work schedule and/or completion date or (ii) inability to deliver Deliverables in accordance with the applicable specifications. Upon receipt of such written notice, Client shall have the right, at Client’ sole discretion, to (iii) adjust the work schedule, completion date or specifications; or (iv) terminate this Agreement.

(d) Upon termination or expiration of this Agreement for any reason, or earlier upon demand by Client, Contractor shall promptly deliver to Client all Deliverables, and any part thereof, whether or not completed and return to Client all Proprietary Information and all other Client Property in Contractor’s possession or control, including but not limited to: all Deliverables, and any part thereof, whether or not completed; all other tangible and intangible work product containing or reflecting Proprietary Information or any part thereof; all papers, records, memoranda, notes, or other documents of any kind; all video and audio tapes; all computer software or hardware in any form, all computer files in whatever format ; any and all copies of any of the above; and any other property or confidential information that belongs to Client, whether or not generated by Client.

Dispute Resolution
This Agreement shall be governed by the laws of the State of Oregon, without regard to its choice of law rules. Contractor consents to jurisdiction and venue in the state and federal courts located in Multnomah County, Oregon in connection with any suit or action arising out of or relating to this Agreement. The prevailing party in any action or suit in law or equity brought to enforce or interpret the provisions of this Agreement shall be entitled to recover its costs and expenses incurred in connection with such action or suit, including without limitation reasonable attorneys fees incurred in all levels and proceedings, including settlement and appeal, in addition to and not in limitation of any other relief to which it may be entitled.

Injunctive Relief
Contractor acknowledges that breach of the confidentiality or ownership of Intellectual Property provisions of this Agreement would irreparably injure Client, which injury could not adequately be compensated by money damages. Accordingly, and notwithstanding any other provision of this Agreement, Contractor agrees that Client may seek and obtain injunctive relief from the breach or threatened breach of any provision, requirement or covenant of this Agreement, in addition to and not in limitation of any other legal remedies and without posting bond therefore.

General (a) Headings and captions contained in this Agreement are for convenience of reference only and shall not be considered in the interpretation or construction hereof.

(b) Exhibits and attachments referred to in this Agreement are incorporated into and made a part of this Agreement as if fully set forth herein. In the event of a conflict between any such Exhibit and the terms of this Agreement, the terms of this Agreement shall prevail.

(c) If any provision of this Agreement is held to be illegal, invalid, or unenforceable, that provision shall be severed or reformed to the extent necessary to be enforceable, and the remaining provisions hereof shall remain in full force and effect.

(d) No delay or omission by either party to this Agreement in the exercise or enforcement of any of its powers or rights hereunder shall constitute a waiver of such power or right. A waiver by either party of any provision of this Agreement must be in writing and signed by such party, and shall not imply a subsequent waiver of that or any other provision.

(e) Neither party shall be considered to be in default in the performance of its obligation under this Agreement, to the extent that the performance of any such obligation is prevented or delayed by acts or events, which are beyond the reasonable control of the affected party. Such acts or events shall include but not be limited to acts of God, civil or military authority, civil disturbance, war, strikes, fires, other catastrophes, or other "force majeure" events beyond the parties' reasonable control.

(f) Contractor will (i) comply with all applicable laws, ordinances, regulations and orders, including without limitation federal, state or local laws of the United States or any other country, with respect to Contractor’s business and the performance of the Services and creation of the Deliverables (including without limitation obtaining and maintaining all required business registrations and licenses); (ii) file all reports relating to Contractor’s business and the Services (including without limitation business tax returns); (iii) pay all filing fees and federal, state, local and other taxes applicable to Contractor’s business; (iv) pay all amounts required under local, state or other federal workers’ compensation acts, disability benefit acts, unemployment insurance acts and other employee benefits acts related to Contractor’s business and/or the Services. Contractor shall provide Client with documentation as Client may reasonably request as evidence of Contractor’s compliance with the provisions of this Paragraph 12(f).

(g) Duplicate originals of this Agreement may be executed, each of which shall be deemed an original but both of which together shall constitute an Agreement.

(h) All notices permitted or required to be given under this Agreement shall be in writing and shall be deemed duly given upon personal delivery (against receipt) or on the fourth day following the date on which each such notice is deposited postage prepaid in the United States Mail, registered or certified, return receipt requested, to the address(es) set forth under each party’s signature to this Agreement, and otherwise as requested in writing by a party in accordance with this Paragraph 12(h).

(i) This Agreement represents the entire agreement of the parties with respect to its subject matter, and there are no oral or written understandings or agreements between the parties that are not fully set forth herein. The provisions of this Agreement shall govern any Proprietary Information disclosed, Services performed or Deliverables created prior to its effective date. This Agreement may be modified only by an amendment executed in writing by a duly authorized representative of each party.

(j) The provisions of Sections 2-12 of these Terms and Conditions shall survive termination or expiration of this Agreement for any reason.