Common use of Non-Competition, Solicitation and Hiring Clause in Contracts

Non-Competition, Solicitation and Hiring. (a) Subject to the restrictions and rights set forth in the Technology Transfer Agreements, the DSPGI Group acknowledges that, prior to the Distribution, it has and will have become privy to certain confidential information and trade secrets of Ceva, Inc. and further acknowledges that it will derive substantial benefits from the consummation of the transactions contemplated by this Agreement and that Ceva, Inc. is consummating such transactions in reliance upon the agreement in this Section 6.2 that the knowledge and expertise developed by Ceva, Inc. and available to the DSPGI Group will be preserved and will not be used in competition with Ceva, Inc. The DSPGI Group acknowledges that it is reasonable and necessary for the protection of Ceva, Inc. and its Subsidiaries that the DSPGI Group agree, and accordingly the DSPGI Group does agree that, for a period of five years following the Distribution Date (the “Noncompetition Period”), the DSPGI Group shall not, and shall ensure that Affiliates of the DSPGI Group shall not directly or indirectly engage in any business that is competitive with the Licensing Business. (b) Subject to the restrictions and rights set forth in the Technology Transfer Agreements, the Ceva, Inc. Group acknowledges that, prior to the Distribution, it has and will have become privy to certain confidential information of DSPGI and further acknowledges that it will derive substantial benefits from the consummation of the transactions contemplated by this Agreement and that DSPGI is consummating such transactions in reliance upon the agreement in this Section 6.2 that the knowledge and expertise developed by DSPGI and available to the Ceva, Inc. Group (and the rights to use which have not been conveyed to Ceva, Inc., DSP Ceva or Corage, Ltd. pursuant to the transactions contemplated by Section 2.2 of this Agreement) will be preserved and will not be used in competition with DSPGI. The Ceva, Inc. Group acknowledges that its is reasonable and necessary for the protection of DSPGI and its Subsidiaries that the Ceva, Inc. Group agree, and accordingly the Ceva, Inc. Group does agree that, during the Noncompetition Period, the Ceva, Inc. Group shall not and shall ensure that Affiliates of the Ceva, Inc. Group shall not directly or indirectly engage in any business that is competitive with the Products Business. (c) For a period of three years after the Distribution Date, each of DSPGI and Ceva, Inc. shall not, either directly or indirectly (including through an Affiliate), solicit for hire any employee of the other or its Subsidiaries; provided, however, that such restriction shall not apply to (i) any individual whose employment with such party has been terminated or (ii) any general employment solicitations that are not targeted at any such employees, such as advertisements in publications in general circulation. (d) For purposes of this Section 6.2, neither DSPGI nor Ceva, Inc. will be deemed to be engaged indirectly in an activity as a result of another Person engaging in that activity unless that Person is its Affiliate. (e) The invalidity or non-enforceability of this Section 6.2 in any respect shall not affect the validity or enforceability of this Section 6.2 in any other respect or of any other provisions of this Agreement. In the event that any provision of this Section 6.2 shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable. (f) Each of Ceva, Inc. and DSPGI acknowledges that the other party would suffer irreparable harm if it were to breach its obligations under Sections 6.2(a) or (b), respectively, and that the other party’s remedy at law for any such breach is and will be insufficient and inadequate and that the other shall be entitled to equitable relief, including by way of temporary and permanent injunction, in addition to any remedies the other party may have at law.

Non-Competition, Solicitation and Hiring. (a) Subject to the restrictions and rights set forth in the Technology Transfer Agreements, the DSPGI Group acknowledges that, prior to the Distribution, it has and will have become privy to certain confidential information and trade secrets of Ceva, Inc. and further acknowledges that it will derive substantial benefits from the consummation of the transactions contemplated by this Agreement and that Ceva, Inc. is consummating such transactions in reliance upon the agreement in this Section 6.2 that the knowledge and expertise developed by Ceva, Inc. and available to the DSPGI Group will be preserved and will not be used in competition with Ceva, Inc. The DSPGI Group acknowledges that it is reasonable and necessary for the protection of Ceva, Inc. and its Subsidiaries that the DSPGI Group agree, and accordingly the DSPGI Group does agree that, for a period of five years following the Distribution Date (the “"Noncompetition Period”"), the DSPGI Group shall not, and shall ensure that Affiliates of the DSPGI Group shall not directly or indirectly engage in any business that is competitive with the Licensing Business. (b) Subject to the restrictions and rights set forth in the Technology Transfer Agreements, the Ceva, Inc. Group acknowledges that, prior to the Distribution, it has and will have become privy to certain confidential information of DSPGI and further acknowledges that it will derive substantial benefits from the consummation of the transactions contemplated by this Agreement and that DSPGI is consummating such transactions in reliance upon the agreement in this Section 6.2 that the knowledge and expertise developed by DSPGI and available to the Ceva, Inc. Group (and the rights to use which have not been conveyed to Ceva, Inc., DSP Ceva or Corage, Ltd. pursuant to the transactions contemplated by Section 2.2 of this Agreement) will be preserved and will not be used in competition with DSPGI. The Ceva, Inc. Group acknowledges that its is reasonable and necessary for the protection of DSPGI and its Subsidiaries that the Ceva, Inc. Group agree, and accordingly the Ceva, Inc. Group does agree that, during the Noncompetition Period, the Ceva, Inc. Group shall not and shall ensure that Affiliates of the Ceva, Inc. Group shall not directly or indirectly engage in any business that is competitive with the Products Business. (c) For a period of three years after the Distribution Date, each of DSPGI and Ceva, Inc. shall not, either directly or indirectly (including through an Affiliate), solicit for hire any employee of the other or its Subsidiaries; provided, however, that such restriction shall not apply to (i) any individual whose employment with such party has been terminated or (ii) any general employment solicitations that are not targeted at any such employees, such as advertisements in publications in general circulation. (d) For purposes of this Section 6.2, neither DSPGI nor Ceva, Inc. will be deemed to be engaged indirectly in an activity as a result of another Person engaging in that activity unless that Person is its Affiliate. (e) The invalidity or non-enforceability of this Section 6.2 in any respect shall not affect the validity or enforceability of this Section 6.2 in any other respect or of any other provisions of this Agreement. In the event that any provision of this Section 6.2 shall be held invalid or unenforceable by a court of competent jurisdiction by reason of the geographic or business scope or the duration thereof, such invalidity or unenforceability shall attach only to the scope or duration of such provision and shall not affect or render invalid or unenforceable any other provision of this Agreement, and, to the fullest extent permitted by law, this Agreement shall be construed as if the geographic or business scope or the duration of such provision had been more narrowly drafted so as not to be invalid or unenforceable. (f) Each of Ceva, Inc. and DSPGI acknowledges that the other party would suffer irreparable harm if it were to breach its obligations under Sections 6.2(a) or (b), respectively, and that the other party’s 's remedy at law for any such breach is and will be insufficient and inadequate and that the other shall be entitled to equitable relief, including by way of temporary and permanent injunction, in addition to any remedies the other party may have at law.