2.1 Specified Software. Upon receipt of all necessary consents from third parties […***…], Conexant transfers to Specialtysemi all rights, title and shares of Conexant to and in any portion of the end user licenses held by Conexant with respect to the designated software […***…]. The assignment and transfer of end user licenses by Conexant to Specialtysemi is demonstrated by documents reasonably agreed to by the parties. Notwithstanding anything to the contrary in this Agreement, nothing shall be considered an agreement to assign an end-user license, right or privilege, where an attempted assignment, without the consent of one or more persons, would constitute a violation of such end-user license, unless such consent has been obtained. 6.2 Escalation. All matters relating to the provision of IT services under this agreement will first be brought to the attention of the service managers assigned to Specialtysemi and Conexant. It is the responsibility of service managers to communicate for such matters and develop a solution, and only issues dealt with in accordance with this procedure are dealt with and reported. In the event that service managers are unable to agree on a solution to an issue, the escalation procedures described in Annex H shall apply. Together with the procedures described in Appendix H, Conexant resolves all mission-critical service issues in accordance with the escalation procedures described in Appendix I. Only the Specialtysemi Services Manager or his delegate may declare an “emergency”.
When an “emergency” is declared, the Conexant Services Manager will provide the Special Services Manager with hourly updates (by telephone, voice mail, e-mail or other appropriate form of communication) on the progress made in resolving the “emergency”. 3.4 Obsolescence. In the event that certain services or systems provided under this Agreement become obsolete for the operation of specialtysemi, the parties may, by mutual agreement, eliminate or replace such services or systems. They agree to perform all documents provided by the entity to transfer or perfect ownership of such development in the enterprise or its agent, including an assignment in the form that is annexed to this Agreement or otherwise provided. You agree to cooperate with the Company at the Company`s expense to obtain, maintain or maintain patents or other intellectual property protections worldwide with respect to such developments. If such developments are the result of combined efforts with or by inventing one or more people other than you, you will inform the company if you inform the company of the evolution of the situation. Your obligations under this letter will apply even after the termination of your agreement with the Company and after the expiration or termination of a mandate or other contract with the company under which you are prescribing services. . . .