DSP CONCEPTS

DEVELOPMENT LICENSE AGREEMENT

Last modified 05.31.2022

This DSP Concepts Development License Agreement (“Development License Agreement”) together with the additional terms and conditions of an order, quote or other ordering form referencing and incorporating this Development License Agreement (“Order”) will become, upon the execution of the Order by DSP Concepts, Inc. (“DSP Concepts”) and the party purchasing the licenses under the Order (“Licensee”), a binding written agreement between DSP Concepts and Licensee (collectively the “Agreement”) with respect to the subject matter of the Order. The Order is subject to and governed by the provisions of this Development License Agreement. By executing the Order, Licensee represents and warrants that it has unconditionally consented to be bound by the terms and conditions of this Development License Agreement, and the person executing the Order represents and warrants that it has the authority to enter into the Agreement on behalf of Licensee. In the event of any inconsistency between the terms and conditions of the Order and the terms and conditions of this Development License Agreement, the terms and conditions of this Development License Agreement will prevail, except to the extent that the Order may expressly state that specific provisions of the Order have been overridden or have been otherwise modified by the Order. DSP Concepts and Licensee are also referred to in this Development License Agreement each individually as a “Party”, and together as the “Parties”. Capitalized terms not defined in this Development License Agreement will have the meanings ascribed to them in the Order.

 

1.     DEFINITIONS

“Audio Weaver Core” means DSP Concepts’ Audio Weaver Core audio processing engine consisting of runtime libraries for targeted processors, cores and platforms, and optimized processing modules.  

“Audio Weaver Custom Module Creator” means the DSP Concepts module creator product tool enabling DSP customers to build optimized processing modules for Audio Weaver Core

“Audio Weaver Designer” means the DSP Concepts graphical integrated development environment product tool enabling customers to design runtime configurations and implementations for the audio functions of Audio Weaver Core.

“BSP Code” means DSP Concepts’ board support package package software code that executes on an embedded processor and shows how Audio Weaver Core runtime libraries are used with a development board, and is provided to Licensee in Source Code form.

“Confidential Information” means any information disclosed by a Party (“Disclosing Party”) orally, electronically or in written form to the other Party (“Receiving Party”) that: (a) is identified in the Agreement as Confidential Information; (b) is marked or otherwise identified by the Disclosing Party as the confidential or proprietary information of the Disclosing Party; or (c) the Receiving Party knows, or would reasonably know given the nature of such information and the circumstances of its disclosure, to be the confidential or proprietary information of the Disclosing Party. As between DSP Concepts and Licensee, the Licensed Technology, including without limitation the technologies, software, code, technical information, ideas, know how, documentation, processes, algorithms, diagrams and trade secrets embodied therein, are the Confidential Information of DSP Concepts.

“Documentation” means all documents relating to the Licensed Technology defined below, or any component or portion thereof, supplied by DSP Concepts including, but not limited to, user guides, API documentation, module documentation and tutorials on how to use the Licensed Technology.

“DSP Concepts Examples” means DSP Concepts’ examples and sample implementations provided as block diagrams for use with Audio Weaver Core, including without limitation any DSP Concepts pre-developed examples and sample implementations.

“DSP Concepts Product Tools” means Audio Weaver Designer, Audio Weaver Custom Module Creator, R-TASC and any other product tool.

“DSP Concepts Software Solutions” means DSP Concepts’ software solutions which are pre-compiled runtime configurations of the audio functions used with Audio Weaver Core, including without limitation any DSP Concepts pre-developed solutions.

“Intellectual Property Rights” means all patents, copyrights, rights in mask works, industrial design rights, utility model rights, trademark rights, trade secret rights, and other intellectual property or proprietary rights of any kind, recognized in any jurisdiction, whether now or hereafter existing.

“Licensed Software” means Audio Weaver Core, BSP Code, DSP Concepts Product Tools, DSP Concepts Software Solutions, and any other software licensed by DSP Concepts to Licensee under the Order.

“Licensed Technology” means Audio Weaver Core and DSP Concepts Product Tools which are licensed by DSP Concepts to Licensee under the Order or other applicable agreement. 

“Licensee Product” means the product on the specified target processor developed and distributed by Licensee, including without limitation Licensee documentation for use with such product, as more particularly defined in the Order for use in operation with or incorporating the Licensed Software (excluding DSP Concepts Product Tools) as expressly permitted under the Agreement.

“Maintenance & Support” means the maintenance and support services provided by DSP Concepts to Licensee under the Order, a description of which is set forth in DSP Concepts Maintenance & Support Terms found at www.dspconcepts.com.

“Object Code” means the machine-readable or compiled form of code of the Licensed Technology.

“Source Code” means the human readable form of code of the Licensed Software that can be compiled into Object Code, but excluding Object Code.

“Taxes” means taxes, duties, levies, tariffs and other governmental charges (including, without limitation, VAT).

“Term” means the Initial Term and all Renewal Terms of the Order.

“Third Party Technology” means any third party technology purchased by Licensee as set forth in the Order. For clarity, Third Party Technology is not Licensed Technology.

 

2.     DEVELOPMENT LICENSE

Subject to Licensee’s compliance with the terms and conditions of the Agreement (including without limitation payment of all applicable Fees), DSP Concepts grants to Licensee during the Term a limited, worldwide, non-exclusive, non-assignable, non-transferable, non-sublicensable license for Licensee (including Licensee’s contractors performing such services for Licensee) to: (a) reproduce and use the Licensed Technology set forth in the Order solely to the extent necessary for Licensee to develop the Licensee Product(s); and (b) modify the BSP Code and DSP Concepts Examples set forth in the Order (if any) and compile the modifications of the BSP Code into Object Code form solely to the extent necessary for Licensee to develop the Licensee Product(s).

 

3.     REQUIREMENTS

Each Licensee Product shall have and retain its own primary functionality which shall be substantially different from, and not competitive with, the Licensed Technology. The licenses granted by DSP Concepts under the Agreement are limited to the Licensee Product(s) (including without limitation the target processor(s)) expressly set forth in the Order). Licensee shall: (a) maintain an experienced team of engineers to work on the development of the Licensee Product; and (b) provide DSP Concepts with periodic reports on the development progress of the Licensee Product.

 

4.     LICENSE RESTRICTIONS

Licensee shall reproduce, use and modify the Licensed Technology only as expressly permitted under the Agreement in compliance with the Documentation and the usage parameters specified in the Order. Except as may be expressly stated otherwise in the Order, all Licensed Software are provided and licensed to Licensee in Object Code form only. Licensee shall not, and shall not permit any third party to: (a) disassemble, decompile, reverse engineer or otherwise attempt to learn, extract or gain access to the method of operation or the Source Code of any Licensed Software provided in Object Code form; (b) distribute, sublicense or otherwise make available the Licensed Technology to any third parties; (c) copy, modify, or create derivative works of the Licensed Technology except to the extent expressly permitted under the Agreement; (d) resell, rent, lease, host, or provide access to or use of on a time-share or service bureau basis, or otherwise transmit, the Licensed Technology; (e) delete or in any manner alter the copyright, trademark or any other proprietary rights or confidentiality notices appearing in or on the Licensed Technology; (f) access or use the Licensed Technology in order to create a product or service similar to or competitive with the Licensed Technology; or (g) combine or otherwise use the Licensed Software with any software licensed to or by Licensee that would subject DSP Concepts or Licensee to any obligations or requirements to (i) disclose or distribute the Licensed Software in Source Code form, (ii) grant to third parties the right to make or distribute derivative works of the Licensed Software, or (iii) distribute the Licensed Software at no charge.

 

5.     THIRD PARTY NOTICES

Notwithstanding the provisions of the Agreement, the Licensed Technology may contain third party software, which are provided subject to the disclaimers, terms and conditions specified in the third party notices accompanying such software.

 

6.     MAINTENANCE & SUPPORT

Subject to Licensee’s payment of all Fees, DSP Concepts will provide Licensee with Maintenance & Support as described in DSP Concepts Maintenance & Support Terms found at www.dspconcepts.com/legal.

 

7.     THIRD PARTY TECHNOLOGY

Licensee acknowledges and agrees that DSP Concepts is not authorized to grant, and the Agreement does not grant, to Licensee any license of any kind in or to any Third Party Technology which may be ordered under the Order. Licensee is solely responsible, at its own cost and expense, for obtaining from the Third Party Technology provider any and all licenses required to access and use such Third Party Technology. DSP Concepts is not responsible, and will not be liable, for any Intellectual Property Rights infringement claims or any other claims that are based on Licensee’s access or use of any of the Third Party Technology.

 

8.     FEES

In consideration for the licenses and services granted and performed by DSP Concepts under the Agreement, Licensee shall pay to DSP Concepts all Fees in the amounts set forth in the Order. DSP Concepts shall invoice Licensee for such Fees upon execution of the Agreement and at each renewal thereof. Licensee shall pay in full all amounts due and owing as stated in an invoice within thirty (30) days of receipt of invoice. All payments shall be made in U.S. dollars and in the manner specified in the Order. Except as may be expressly stated otherwise in the Agreement, all Fees are non-refundable and non-returnable. If Licensee fails to make full and timely payment of any amounts due, DSP Concepts reserves the right to refuse delivery of, or immediately suspend or terminate Licensee’s access to and use of, the Licensed Technology, or DSP Concepts’ performance of any services. Licensee agrees to pay finance charges on past due payments from the date such payments were due until paid at the rate of one and one half percent (1.5%) per month or the highest amount permitted by appliable law, whichever is lower. Licensee agrees to pay DSP Concepts all collection costs, attorney fees, court costs, and all other fees associated with collection of past due amounts.

 

9.     TAXES

All Fees amounts stated or referred to in the Agreement are exclusive of Taxes. Licensee shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any Taxes based on DSP Concepts’ net income. If DSP Concepts has the legal obligation to pay or collect Taxes for which Licensee is responsible, the appropriate amount shall be invoiced to and paid by Licensee, unless Licensee provides DSP Concepts with a valid tax exemption certificate authorized by the appropriate taxing authority. All payments due and owing to DSP Concepts shall be increased so that amounts received by DSP Concepts, after provisions for applicable Taxes and all applicable Taxes on such increase, will be equal to the amounts required as if no Taxes were due on such payments.

 

10.    OWNERSHIP

DSP Concepts or its licensors will own all rights, title and interest, including without limitation all Intellectual Property Rights, in or to the Licensed Technology. Licensee will have no rights, title or interest of any kind in or to the Licensed Technology, except for the limited express license rights granted in the Agreement. No licenses to the Licensed Technology are granted by implication, estoppel or otherwise. All rights not expressly granted by DSP Concepts to Licensee in the Licensed Technology are reserved by DSP Concepts.

 

11.    CONFIDENTIAL INFORMATION

        (a)     The Receiving Party shall not use the Disclosing Party’s Confidential Information except to the extent necessary for the performance of the Agreement. The Receiving Party shall not disclose the Disclosing Party’s Confidential Information to any third party except to those of its employees and contractors who need to know such Confidential Information for the purpose of performing the Agreement, provided that each employee and contractor is subject to a written agreement that includes binding use and disclosure restrictions that are at least as protective of the Confidential Information as those set forth herein. The Receiving Party shall use the same efforts to maintain the confidentiality of the Disclosing Party’s Confidential Information that the Receiving Party uses to maintain the confidentiality of its own confidential or proprietary information of a similar nature, but in no event shall the Receiving Party use less than reasonable efforts to protect the Disclosing Party’s Confidential Information in the Receiving Party’s possession or control.

         (b)     The Receiving Party will not be obligated under this Section 11 with respect to any information that: (i) is or becomes generally and lawfully known to the public through no fault of, or breach of the Agreement by, the Receiving Party; (ii) is rightfully known by the Receiving Party at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information; or (iv) the Receiving Party rightfully obtains from a third party without restriction on use or disclosure. With respect to a Disclosing Party’s Confidential Information that the Receiving Party is required to disclose in response to a valid court order or subpoena, the Receiving Party shall be free to disclose such information solely for such purposes, provided that the Receiving Party promptly notifies the Disclosing Party of such required disclosure sufficiently in advance of the disclosure so that the Disclosing Party has the opportunity to protect its Confidential Information with a confidentiality order or treatment prior to the disclosure.

         (c)     Neither Party may disclose the terms and conditions of the Agreement except to such Party’s advisors, accountants, attorneys, auditors, investors, and prospective investors who have a reasonable need to know such information in order to provide their services to the Party or to explore their potential investment in the Party. However, such third parties shall not use such information in any manner that will cause the Party to breach or violate any term or provision of the Agreement License Agreement, and, before such parties may access such information, the Party shall ensure that each such third party has either: (i) executed a binding agreement to keep such information confidential, or (ii) is subjected to a legal or professional obligation to maintain the confidentiality of such information.

 

12.    NO WARRANTIES

THE LICENSED TECHNOLOGY AND MAINTENANCE & Support ARE PROVIDED TO LICENSEE "AS IS" WITHOUT REPRESENTATION OR WARRANTY OF ANY KIND. DSP CONCEPTS DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE AND ANY WARRANTIES ARISING OUT OF A COURSE OF DEALING OR USUAGE OF TRADE. DSP CONCEPTS DOES NOT PROVIDE ANY WARRANTY OR MAKE ANY REPRESENTATION, EITHER EXPRESS OR IMPLIED, THAT THE LICENSED TECHNOLOGY WILL MEET LICENSEE’S NEEDS OR EXPECTATIONS, WILL FUNCTION AS ANTICIPATED, OR WILL OPERATE WITHOUT INTERRUPTION OR WILL BE ERROR-FREE.

 

13.    LIMITATION OF LIABILITY

         (a)     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 13(c), IN NO EVENT WILL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY IN CONNECTION WITH THE AGREEMENT, LICENSED TECHNOLOGY, OR MAINTENANCE & SUPPORT FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OR LOSSES OF ANY KIND, INCLUDING, WITHOUT LIMITATION, SUCH DAMAGES OR LOSSES ARISING FROM (I) BUSINESS INTERRUPTION, (II) LOSS OF PROFIT, REVENUES, OR GOODWILL, (III) LOSS OF DATA, PROGRAMMING OR CONTENT, (IV) FAILURE TO REALIZE SAVINGS OR OTHER BENEFITS, (V) SUBSTITUTE PROCUREMENT, OR (VI) DAMAGE TO HARDWARE OR EQUIPMENT, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES OR IF SUCH LIABILITY ARISES UNDER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY), OR ANY OTHER THEORY OF LIABILITY.

         (b)     TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 13(c), IN NO EVENT WILL DSP CONCEPTS' MAXIMUM TOTAL LIABILITY TO LICENSEE OR ANY THIRD PARTY FOR DAMAGES (DIRECT OR OTHERWISE), LOSSES, CLAIMS, COSTS OR LIABILITIES OF ANY KIND, WHETHER IN CONNECTION WITH THE AGREEMENT, LICENSED TECHNOLOGY OR MAINTENANCE & SUPPORT, EXCEED THE TOTAL AMOUNT PAID BY LICENSEE TO DSP CONCEPTS UNDER THE ORDER FOR THE LICENSED TECHNOLOGY AND MAINTENANCE & SUPPORT DURING TERM IN WHICH THE EVENT GIVING RISE TO THE CLAIM OF LIABILITY OCCURRED. THE FOREGOING LIMITATIONS OF LIABILITY WILL APPLY WHETHER SUCH LIABILITY ARISES UNDER BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING WIHOUT LIMITATION NEGLIGENCE AND STRICT LIABILITY) OR ANY OTHER THEORY OF LIABILITY.         

        (c)      THE PROVISIONS OF SECTIONS 13(a) AND 13(b) WILL NOT APPLY TO ANY LIABILITY ARISING OUT OF: (I) A PARTY’S FRAUD OR INTENTIONAL MISCONDUCT; (II) A PARTY’S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS UNDER THE AGREEMENT; OR (III) LICENSEE’S ACCESS OR USE OF THE LICENSED TECHNOLOGY IN VIOLATION OF, OR OTHER THAN AS EXPRESSLY AUTHORIZED UNDER, THE AGREEMENT.

 

14.    TERM

The Agreement will commence as of the Order Effective Date and will continue in full force and effect during the Initial Term and each Renewal Term thereafter, unless terminated earlier as expressly permitted under the Agreement. Unless expressly specified otherwise in the Order, each Agreement will renew automatically for additional Renewal Terms, unless notice of non-renewal is given to the other Party no later than ninety (90) days prior to the expiration of the Initial Term or the then current Renewal Term.

 

15.    TERMINATION

         (a)     Either Party may terminate the Agreement effective upon written notice to the other Party if the other Party materially breaches the Agreement and, with respect to a material breach which is capable of being cured, fails to correct such breach within thirty (30) days following written notice specifying the breach, except that the cure period for Licensee’s default with respect to payment will be five (5) business days. Notwithstanding the foregoing, DSP Concepts may terminate the Agreement immediately upon written notice to Licensee if DSP Concepts determines, in its sole discretion, that such termination is necessary to prevent the misappropriation or infringement of any DSP Concepts Confidential Information or Intellectual Property Rights by Licensee or any third party.

         (b)     Either Party may terminate the Agreement effective upon written notice to the other Party if: (i) a receiver is appointed for the other Party or its property; (ii) the other Party makes a general assignment for the benefit of its creditors; (iii) the other Party commences, or has commenced against it, proceedings under any bankruptcy, insolvency or debtor's relief law, which proceedings are not dismissed within sixty (60) days; or (iv) the other Party becomes insolvent or is liquidating, dissolving or ceasing normal business operations.

 

16.    EFFECT OF TERMINATION

All licenses which have been granted under the Agreement will terminate upon termination or expiration of the Agreement. Upon termination or expiration of the Agreement, Licensee shall destroy all DSP Concepts Confidential Information disclosed under the Agreement which are still in Licensee’s possession in any form whatsoever, including without limitation erasing from all computers, electronic or other storage devices, or otherwise destroying all images and copies of, the Licensed Technology. Upon DSP Concepts’ request, Licensee shall certify in writing that it has complied with the foregoing. The provisions of Sections 1, 8, 9, 10, 11, 12, 13, 14, 16 and 17 hereof will survive termination or expiration of the Agreement and continue in full force and effect thereafter.

 

17.    GENERAL TERMS

         (a)     During the period beginning on the date hereof and ending one (1) year after the termination of the Agreement, Licensee shall not, without DSP Concepts’ prior written approval, solicit for employment any of DSP Concepts’ present or future employees or independent contractors. If Licensee solicits for employment, and subsequently employs, a current or future employee or independent contractor in contravention of the immediately preceding sentence, then Licensee shall immediately pay to DSP Concepts, as liquidated damages and not as a penalty, an amount equal to 100% of such employee’s or contractor’s annual salary or billable revenue at the time the employee or contractor leaves the employ or engagement of DSP Concepts.

        (b)     Except for all payment obligations, neither Party will be liable to the other Party for delay or failure to perform any of its obligations under circumstances where such delay or failure is due to any reasons beyond a Party’s reasonable control, including without limitation Acts of God, fire, flood, earthquake, power failure, sabotage, failure to obtain export licenses, unavailability of the internet, pandemic, civil strife, riot, strike, war and any military or other government action.

        (c)     The Parties to the Agreement are independent contractors and the Agreement does not establish any relationship of partnership, joint venture or agency between them. Neither Party will have, and shall not represent to have, the power to bind the other Party or incur obligations on the other Party’s behalf, or to assume or create any express or implied obligation on behalf of the other Party.

        (d)     Licensee shall not assign, transfer or delegate the Agreement to any third party without the prior written consent of DSP Concepts. Any purported assignment, transfer or delegation by Licensee to a third party without DSP Concepts’ required prior written consent will be void and of no effect. The Agreement will be binding upon each Party’s successors and assigns.

        (e)     Licensee shall comply with all applicable laws, rules and regulations in the performance of the Agreement, including without limitation all relevant export laws, rules and regulations of the United States and any other applicable jurisdiction to ensure that neither the Licensed Technology nor any direct product thereof are: (i) exported or re-exported directly or indirectly in violation of such export laws, rules or regulations; or (ii) used for any purposes prohibited by such export laws, rules or regulations.

        (f)     The Licensed Technology are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If Licensee is the U.S. Government or any agency or department thereof, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the Licensed Technology are licensed hereunder (a) only as a commercial item, and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions of the Agreement.

        (g)     The Agreement will be governed by the laws of the State of California without regard to or application of its conflict of laws rules or principles. Subject to Section 17(h), the state and federal courts serving Santa Clara County in the State of California will have exclusive jurisdiction of all disputes and litigation arising out of or related to the Agreement and each Party hereby irrevocably consents and submits to the personal jurisdiction of those courts.  

        (h)     Each Party acknowledges that a breach of confidentiality obligations or provisions relating to the other Party’s Intellectual Property Rights (including, without limitation, Intellectual Property Rights in and to the Licensed Technology) may cause the aggrieved Party irreparable damage, for which the award of damages may not be adequate compensation. Consequently, the aggrieved Party may immediately institute an action as necessary in any court having competent jurisdiction to seek injunctive relief, without having to post any bond, to enjoin the breaching Party from any and all acts in violation of those provisions, in addition to any other equitable relief to protect the aggrieved Party’s confidentiality and proprietary rights, which such remedies will be cumulative and not exclusive.

        (i)     In any claim, action or proceeding between the Parties arising out of the Agreement or the subject matter hereof, the prevailing Party in the claim, action or proceeding will be entitled to have the other Party pay the prevailing Party’s reasonable attorneys’ fees, costs and other expenses incurred by the prevailing Party in the enforcement or defense of such claim, action or proceeding.

        (j)     Except as expressly set forth otherwise in the Agreement, the exercise by either Party of any remedy under the Agreement will be without prejudice to its other remedies under the Agreement or available otherwise. The provisions of the Agreement shall remain fully valid, effective and enforceable in accordance with their respective terms even under circumstances that cause an exclusive remedy to fail of its essential purpose.

        (k)     The Parties acknowledge and agree that the limitations and exclusions of liability and warranties contained in the Agreement represent the Parties’ agreement based upon the perceived level of risk associated with their respective obligations under the Agreement and the licenses and services paid for hereunder, and that such limitations and exclusions will apply even if any limited remedy specified in the Agreement is found to have failed of its essential purpose.

        (l)     Any notice required or permitted to be given under the Agreement shall be sent to the address of the other Party as set forth above or to such address as a Party may have designated by written notice, and in case of DSP Concepts to the attention of its Legal Department. The notice will be deemed received (i) upon delivery by hand, (ii) three (3) days after mailing the notice by registered or certified mail with return receipt requested, or (iii) by the date the notice was delivered via overnight courier service requiring signature upon receipt. Either Party may change its address for notice, which change will be effective upon receipt as set forth herein.

        (m)   If any provision of the Agreement is or becomes illegal, unenforceable or invalidated, by any court of competent jurisdiction, operation of law or otherwise, that provision will be omitted to such extent and the remainder of the Agreement will remain in full force and effect. The waiver by a Party of any provision of the Agreement or breach thereof shall not operate or be construed as a waiver of any other provision or a subsequent breach of the same or a different kind.

        (n)     Captions and headings contained in the Agreement have been included for ease of reference and convenience and shall not be considered in interpreting or construing the Agreement.

        (o)     The Agreement constitutes the complete and exclusive statement of the agreement between the Parties relating to the Licensed Technologies and supersedes all prior or contemporaneous oral and written communications, agreements, representations, warranties, statements, understandings or other negotiations or communications between the Parties. The Agreement may be modified only by a written instrument signed by an authorized representative of each Party. Any additional, inconsistent or conflicting terms and conditions contained in any purchase order, quote form or the like issued by Licensee shall be of no force or effect, regardless of any statement in a purchase order, quote or the like to the contrary and even if the purchase order, quote form or the like is signed or accepted by DSP Concepts.