Exhibit 2.14
JOINT SALES AGREEMENT
BY AND AMONG
CADENCE DESIGN SYSTEMS, INC.,
CADENCE HOLDINGS, INC.,
TALITY, LP
AND
TALITY CORPORATION
DATED AS OF
OCTOBER 4, 2000
TABLE OF CONTENTS
PAGE
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ARTICLE I DEFINITIONS...........................................................................................2
Section 1.1 Booking...............................................................................2
Section 1.2 Cadence Account Team..................................................................2
Section 1.3 Client................................................................................2
Section 1.4 Confidential Information..............................................................2
Section 1.5 District Manager......................................................................2
Section 1.6 Joint Target Account..................................................................2
Section 1.7 Party.................................................................................2
Section 1.8 Tality Account Team...................................................................3
Section 1.9 Tality Services.......................................................................3
Section 1.10 Target Account Manager................................................................3
Section 1.11 Territory.............................................................................3
ARTICLE II SCOPE OF REPRESENTATION AND GENERAL MARKETING
AND SALES SUPPORT OBLIGATIONS...........................................................................3
Section 2.1 Appointment...........................................................................3
Section 2.2 Independent Contractors...............................................................3
Section 2.3 Cadence's Duties......................................................................3
Section 2.4 Duties of Tality Joint Account Team Members...........................................5
Section 2.5 Joint Escalation Procedure............................................................6
Section 2.6 Joint Sales Review....................................................................6
Section 2.7 Administration of Bookings and Payment of Commission..................................6
Section 2.8 Costs and Expenses....................................................................6
ARTICLE III JOINT TARGET ACCOUNT PROGRAM........................................................................7
Section 3.1 Scope.................................................................................7
Section 3.2 Identification of Joint Target Accounts...............................................7
Section 3.3 Performance and Payment...............................................................7
Section 3.4 Annual Review of Joint Target Account Program.........................................7
ARTICLE IV GEOGRAPHY CHANNEL PROGRAM............................................................................7
Section 4.1 Scope.................................................................................8
Section 4.2 Non-Joint Target Accounts.............................................................8
Section 4.3 Performance and Payment...............................................................8
Section 4.4 Annual Review of Geography Channel Program............................................8
ARTICLE V TERM AND TERMINATION..................................................................................9
Section 5.1 Initial Term and Renewal..............................................................9
Section 5.2 Termination for Cause.................................................................9
Section 5.3 Termination for Insolvency............................................................9
Section 5.4 Return of Materials...................................................................9
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TABLE OF CONTENTS
(CONTINUED)
PAGE
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Section 5.5 Survival of Certain Terms.............................................................9
Section 5.6 Events of Default.....................................................................9
ARTICLE VI CONFIDENTIALITY......................................................................................9
Section 6.1 Master Confidentiality Agreement.....................................................10
Section 6.2 Client's Confidential Information....................................................10
ARTICLE VII CONFLICTS OF INTEREST..............................................................................10
ARTICLE VIII TRADEMARKS........................................................................................10
ARTICLE IX LIMITATION OF LIABILITY; CLAIMS.....................................................................11
Section 9.1 No Consequential Damages.............................................................11
Section 9.2 Warranty.............................................................................11
Section 9.3 Limitation of Claims.................................................................11
ARTICLE X DISPUTE RESOLUTION...................................................................................11
ARTICLE XI GENERAL PROVISIONS..................................................................................12
Section 11.1 Assignment...........................................................................12
Section 11.2 Governing Law........................................................................12
Section 11.3 Conflicting Agreements...............................................................12
Section 11.4 Incorporation by Reference...........................................................12
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JOINT SALES AGREEMENT
THIS JOINT SALES AGREEMENT (this "AGREEMENT"), dated and effective as
of October 4, 2000, by and among Cadence Design Systems, Inc., a Delaware
corporation ("CADENCE") and Cadence Holdings, Inc., a Delaware corporation
("HOLDINGS" and, together with Cadence, the "CADENCE PARTIES"), on the one hand,
and Tality, LP, a Delaware limited partnership (the "PARTNERSHIP"), and Tality
Corporation, a Delaware corporation ("TALITY" and, together with the
Partnership, the "TALITY PARTIES"), on the other hand. Capitalized terms used
herein and not defined elsewhere herein shall have the meaning ascribed to them
in Article I or in the Separation Agreement (as defined below).
RECITALS
WHEREAS, Holdings currently owns approximately 98% of the issued and
outstanding shares of the capital stock of Tality;
WHEREAS, Tality is the sole general partner of, and owns both a general
and limited partnership interest in, the Partnership;
WHEREAS, each of the Boards of Directors of Cadence, Tality and
Holdings determined that it would be appropriate and desirable for Cadence to
transfer (or cause to be transferred) to the Partnership, on behalf of Holdings,
and for the Partnership to receive and assume, directly or indirectly, as a
contribution from Holdings, certain assets and liabilities of Cadence associated
with the Tality Business;
WHEREAS, Cadence, Tality and Holdings are parties to that certain
Master Separation Agreement, dated as of July 14, 2000, as amended or restated
(the "SEPARATION AGREEMENT"), pursuant to which Cadence, Tality, Holdings and
the Partnership have agreed, subject to certain conditions, to the legal
separation of the Tality Business from Cadence's other businesses and to have
the Partnership and its Subsidiaries own and operate the entire Tality Business;
and
WHEREAS, all conditions to the Separation have been satisfied or
waived, and Cadence, Holdings, the Partnership and Tality now desire to execute
and deliver this Agreement to set forth certain arrangements regarding the
establishment of Cadence as a non-exclusive independent representative for the
promotion of Tality Services in certain geographical territories and to
identified Joint Target Accounts.
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AGREEMENT
NOW, THEREFORE, in consideration of the foregoing and the covenants and
agreements set forth below, the parties hereto agree as follows:
ARTICLE I
DEFINITIONS
For purposes of this Agreement, the following capitalized terms shall
have the meanings assigned to them below:
Section 1.1 "BOOKING" means a binding order for Tality Services.
A Booking occurs when an authorized Client representative executes an agreement
to procure Tality Services. The booking amount will be determined by the then
current booking policies of Tality.
Section 1.2 "CADENCE ACCOUNT TEAM" means a team of Cadence sales
persons with (i) a minimum of one (1) dedicated (i.e., full-time) Global Account
Director and one (1) dedicated sales person, in the case of each Joint Target
Account; (ii) a minimum of one (1) Territory Sales Manager and one (1) sales
person, in the case of each other account.
Section 1.3 "CLIENT" means a potential or existing purchaser of
products or services provided by either or both of the Parties.
Section 1.4 "CONFIDENTIAL INFORMATION" has the meaning set forth
in the Master Confidentiality Agreement.
Section 1.5 "DISTRICT MANAGER" means the Cadence manager
responsible for a geographical region consisting of multiple Clients and whose
responsibilities include selling Cadence's full product line into those Clients.
Section 1.6 "JOINT TARGET ACCOUNT" means the Clients identified
on EXHIBIT A.
Section 1.7 "PARTY" means the Tality Parties, on the one hand,
the Cadence Parties, on the other, and, in the plural, the Tality Parties
together with the Cadence Parties.
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Section 1.8 "TALITY ACCOUNT TEAM" means one or more of the
Partnership's sales persons whose responsibilities include selling the
Partnership's full design service product line to a specific Client or into a
geographic region.
Section 1.9 "TALITY SERVICES" means the professional design
services provided by the Partnership to Clients, including printed circuit board
and integrated circuit design services targeted at the wireless, data
communication and telecommunication, information appliance and consumer market.
Section 1.10 "TARGET ACCOUNT MANAGER" means the Cadence target
account manager responsible for the worldwide relationship with a single,
specific Client and whose responsibilities include selling Cadence's full
product line to that Client.
Section 1.11 "TERRITORY" means a geographic region identified on
EXHIBIT C.
ARTICLE II
SCOPE OF REPRESENTATION AND
GENERAL MARKETING AND SALES SUPPORT OBLIGATIONS
Section 2.1 APPOINTMENT. The Partnership hereby appoints Cadence
as a non-exclusive independent representative and authorizes Cadence to promote
Tality Services to Clients as specified in Articles III and IV.
Section 2.2 INDEPENDENT CONTRACTORS. The relationship between the
Parties established by this Agreement is that of independent contractors, and
nothing contained in this Agreement shall be construed to create an agency
relationship between the Parties or to allow Cadence to create or assume any
obligation on behalf of the Tality Parties for any purpose whatsoever.
Section 2.3 CADENCE'S DUTIES. Each Cadence Account Team member
participating in the joint sales program established by this Agreement shall,
within its account responsibility:
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(a) Use reasonable commercial efforts to identify potential
Clients for the Partnership and other members of the Tality Group, share
information concerning the Clients, assist the Partnership and other members of
the Tality Group in acquiring access and influence with Client, especially at
executive levels, and promote Tality Services;
(b) Promptly report any sales opportunity and provide detail
regarding such opportunities as the Partnership may reasonably request,
including the Client's business objectives, organization, and competitive
landscape;
(c) Pre-qualify Clients in accordance with the guidelines
which the Partnership may provide from time to time;
(d) Maintain, during the term of this Agreement, and for at
least three (3) years thereafter, accurate records of all Client contacts and
copies of all Client correspondence relating to Cadence's performance of its
obligations under this Agreement and allow the Partnership reasonable access to
examine such records upon five (5) days' notice;
(e) Assist the Partnership in generating Bookings by using
reasonable commercial efforts to leverage Cadence's relationships with the
Client's representatives and knowledge of the Client's procurement process;
(f) Respond in a timely fashion to product and methodology
services opportunities referred by the Partnership;
(g) Provide the Partnership with reasonable access to account
knowledge and support systems, including such tools as the "Introspect" analysis
tool;
(h) Each Cadence Account Team shall meet periodically with
the corresponding Tality Account Team, at such frequency as the Parties may
determine mutually, to (i) review the status of its Client and develop a plan to
address areas of concern, if any, (ii) conduct joint project reviews, (iii)
develop joint strategies for future business, beginning with, at the first such
review(s), a joint initiative targeting the Parties' sales opportunities in the
customer owned tooling ("COT") market;
(i) Cadence shall provide continued access to Cadence's sales
development training materials and courses. The pricing and terms of any such
training program shall be subject to terms as the Parties may subsequently
agree;
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(j) Cadence shall establish links, as appropriate, to the
Partnership's web site as soon as practicable; and
(k) Cadence shall promote and advertise Tality Services. For
this purpose, the Parties shall coordinate reasonably so that, for example,
promotional or advertising campaigns featuring Tality Services are submitted to
the Partnership for its review and approval prior to publication or use. Cadence
must obtain written approval prior to use of the Tality name in promotional
campaigns or advertising, such approval not to be unreasonably withheld or
delayed.
Section 2.4 DUTIES OF TALITY ACCOUNT TEAM MEMBERS. Each Tality Account
Team member participating in the joint sales program established by this
Agreement shall, within its account responsibility:
(a) Review each identified sales opportunity to determine
whether the opportunity should be approved. Such approval is at the sole
discretion of the Partnership;
(b) Assist Cadence Account Team members with joint sales
activities and the promotion and representation of Tality Services, including
providing Cadence with marketing and promotional information as Cadence may
require;
(c) Recommend Cadence products to Clients where appropriate;
(d) Promptly respond to design services sales opportunities by
identifying appropriate offerings of the Partnership and making them available
to the Client in a timely and effective manner subject to the normal constraints
of a services business;
(e) Each Tality Account Team shall meet periodically with the
corresponding Cadence Account Team, at such frequency as the parties may
determine mutually, to (i) review the status of its Client and develop a plan to
address areas of concern, if any, (ii) conduct joint project reviews, (iii)
develop joint strategies for future business, beginning with, at the first such
review(s), a joint initiative targeting the Parties' sales opportunities in the
COT market;
(f) The Partnership shall develop and implement a program to
train Cadence Account Teams as Cadence may reasonably specify. The pricing and
terms of any such training program shall be subject to terms as the Parties may
subsequently agree;
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(g) The Partnership shall maintain full responsibility for (i)
design service project assessment and determination of project scope of work,
generation and presentation of a written Statement of Work ("SOW") describing
the services to be provided to the Client, (ii) execution of any and all
agreements with the Client, (iii) providing Clients information related to the
Partnership's business commitments, including budgetary proposals (also known as
"YELLOW PADS"), Professional Service Agreements ("PSA's"), pricing, technical
capabilities, and staffing capabilities, and (iv) addressing Client
satisfaction, performance, and post-sales support issues; and
(f) The Partnership shall establish links, as appropriate, to
Cadence's web site as soon as practicable.
Section 2.5 JOINT ESCALATION PROCEDURE. The Parties shall
establish a coordinated "escalation" procedure to promptly and efficiently
direct complaints and inquiries received from Cadence Account Teams, Tality
Account Teams or Clients and direct these inquiries to the appropriate Party at
the appropriate managerial level.
Section 2.6 JOINT SALES REVIEW. Not later than three (3) months
prior to the first anniversary date of this Agreement, the Parties shall
schedule and conduct a joint sales review for the purpose of determining the
success of the first year of operation of this Agreement, areas where
improvement is needed, sales performance against quotas, and whether and to what
extent to adjust this Agreement.
Section 2.7 ADMINISTRATION OF BOOKINGS AND PAYMENT OF COMMISSION.
Commissions are payable on Bookings in accordance with Articles III and IV.
Commission will not be earned or paid on "pass-through" items or services.
Reconciliation of commissions owed by the Partnership to Cadence shall be
completed by the sixtieth (60th) day of the quarter following that in which a
Booking was made, and payment by the Partnership to Cadence shall be provided
within thirty (30) days after reconciliation. The Partnership's then current
Booking policies and commission payment policies shall apply to Bookings made by
Cadence, including policies associated with (i) commissions on Bookings over
$3,000,000; and (ii) treatment of previous Bookings that are cancelled, in whole
or in part, or modified by a Client.
Section 2.8 COSTS AND EXPENSES. Except as expressly provided herein or
agreed to in writing by the Parties, each Party will pay all costs and expenses
incurred in its performance of its obligations under this Agreement.
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ARTICLE III
JOINT TARGET ACCOUNT PROGRAM
Section 3.1 SCOPE. The Parties believe there are a number of
mutually strategic Clients that the Parties wish to pursue in a highly
coordinated fashion. This Article III describes the terms associated with this
cooperative effort.
Section 3.2 IDENTIFICATION OF JOINT TARGET ACCOUNTS. Before the
thirtieth (30th) day of each calendar year, Cadence and the Partnership shall
mutually agree on accounts to be included in the Joint Target Account Program.
At any time by mutual consent, Cadence and the Partnership may add or remove any
of the Joint Target Accounts. Joint Target Accounts may be removed from the list
by either Cadence or the Partnership before the thirtieth (30th) day of each
calendar year without mutual consent. EXHIBIT A shall be modified and updated as
appropriate to reflect the then current list of accounts included in the Joint
Target Account Program.
Section 3.3 PERFORMANCE AND PAYMENT. Cadence shall provide the
sales organization and perform the marketing and sales scope as specified on
EXHIBIT B and, in consideration for such performance, the Partnership shall pay
amounts to Cadence, for commissions to the Cadence Account Team, for Bookings to
Joint Target Accounts, where made subsequent to the date hereof and during the
term hereof, as further specified in and in accordance with EXHIBIT B and
EXHIBIT E. Neither Party may change the terms of EXHIBIT B or EXHIBIT E without
the express written consent of the other Party.
Section 3.4 ANNUAL REVIEW OF JOINT TARGET ACCOUNT PROGRAM. Before
the thirtieth (30th) day of each calendar year, Cadence and the Partnership
shall agree on key elements of the Joint Target Account Program including (i)
modifications to the general operating model described in Article II; (ii)
Cadence Account Team compensation structure and quota related to both Cadence
product and service offerings and service offerings of the Partnership; (iii)
Cadence Account Team coverage of Joint Target Accounts; (iv) resolution of any
outstanding payments obligation of the Parties; and (v) changes to EXHIBIT A,
EXHIBIT B and EXHIBIT E to reflect any agreed-upon revisions to the Joint Target
Account Program for the next calendar year.
ARTICLE IV
GEOGRAPHY CHANNEL PROGRAM
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Section 4.1 SCOPE. The Parties believe cooperative sales efforts
targeted on non-Joint Target Accounts are mutually beneficial and wish to pursue
these Clients in a coordinated fashion. This Article IV describes the terms
associated with this cooperative effort.
Section 4.2 NON-JOINT TARGET ACCOUNTS. Before the thirtieth
(30th) day of each calendar year, Cadence and the Partnership shall agree on
Territories to be included in the Geography Channel Program. At any time by
mutual consent, Cadence or the Partnership may add or remove any of the
Territories. Territories may be removed from the list by either Cadence or the
Partnership before the thirtieth (30th) day of each calendar year. EXHIBIT C
shall be modified and updated as appropriate to reflect the then current list of
Territories included in the Geography Channel Program.
Section 4.3 PERFORMANCE AND PAYMENT. Cadence shall provide the
sales organization and perform the marketing and sales services as specified in
EXHIBIT D and, in consideration for such performance, the Partnership shall pay
amounts to Cadence, for commissions to the Cadence Account Team, for Bookings to
non-Joint Target Accounts, where made after the date hereof and during the term
hereof, as further specified in and in accordance with EXHIBIT D and EXHIBIT F.
Neither Party may change the terms of EXHIBIT D or EXHIBIT F without the express
written consent of the other Party.
Section 4.4 ANNUAL REVIEW OF GEOGRAPHY CHANNEL PROGRAM. Before
the thirtieth (30th) day of each calendar year, Cadence and the Partnership
shall agree on key elements of the Geography Channel Program, including (i)
modifications to the general operating model described in Article II; (ii)
Cadence Account Team compensation structure and quota related to both Cadence
product and service offerings and Tality service offerings; (iii) Cadence
Account Team coverage of Territories; (iv) resolution of any outstanding
payments obligations of the Parties; and (v) changes to EXHIBIT C, EXHIBIT D and
EXHIBIT F to reflect any agreed-upon revisions to the Geography Channel Program
for the next calendar year.
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ARTICLE V
TERM AND TERMINATION
Section 5.1 INITIAL TERM AND RENEWAL. The initial term of this
Agreement will commence on the date hereof and, subject to Sections 5.2 and 5.3
terminate at the end of the Partnership's fiscal year 2001 (the "INITIAL TERM").
At the expiration of the Initial Term, this Agreement will automatically expire
unless the Parties agree in writing to renew this Agreement for an additional
fixed term prior to such automatic expiration.
Section 5.2 TERMINATION FOR CAUSE. Either Party may terminate this
Agreement upon an Event of Default as defined in Section 5.6.
Section 5.3 TERMINATION FOR INSOLVENCY. Either Party may
terminate this Agreement immediately, upon written notice, (i) upon the
institution by or against the other Party of insolvency, receivership or
bankruptcy proceedings or any other proceedings for the settlement of the
other's debts, (ii) upon the other Party's (except for Holdings') making an
assignment for the benefit of creditors or (iii) upon the other Party's (except
for Holdings') dissolution or ceasing to conduct business in the normal course.
Section 5.4 RETURN OF MATERIALS. All of the Partnership's
Confidential Information, data, literature, and sales aids of every kind shall
remain the property of the Partnership. Within thirty (30) days after the
termination of this Agreement, Cadence shall destroy or return all such items as
the Partnership may direct at the Partnership's expense.
Section 5.5 SURVIVAL OF CERTAIN TERMS. The provisions of this
Article V, Sections 3.3 of Article III and 4.3 of Article IV, Article VI,
Article VII, Article VIII, Article X and Article XI shall survive the
termination of this Agreement for any reason. All other rights and obligations
of the parties shall cease upon termination of this Agreement.
Section 5.6 EVENTS OF DEFAULT. An "EVENT OF DEFAULT"occurs if
either Party breaches any material provision of this Agreement and fails to
correct such breach within thirty (30) days after its receipt of written notice
thereof. Events constituting a "material breach" shall include the Partnership's
failure to pay when due all or any portion of any amounts payable hereunder.
ARTICLE VI
CONFIDENTIALITY
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Section 6.1 MASTER CONFIDENTIALITY AGREEMENT. With respect to the
performance of this Agreement, the Parties agree that they are bound by the
terms of the Master Confidentiality Agreement and, in accordance therewith, each
Party acknowledges and agrees that, through their relationship, they may obtain
Confidential Information of the other Party, which value would be impaired if
such information were disclosed to third parties.
Section 6.2 CLIENT'S CONFIDENTIAL INFORMATION. Neither Party
shall be under any obligation to disclose confidential Client information to the
other Party without the Client's written consent. The Parties shall use all
commercially reasonable efforts to obtain such consent from a Client where
disclosure of such Client's confidential information appears reasonably
necessary to fulfill the purposes of this Agreement. If either Party discloses
confidential Client information to the other Party without notifying the other
Party in writing that such information is confidential, the disclosing Party
shall defend and indemnify the other Party for any third party liability arising
from such disclosure.
ARTICLE VII
CONFLICTS OF INTEREST
Cadence shall not agree to formally represent, or promote for sale the
products or services of, any other Person that engages in the Tality Business
without first notifying the Partnership and receiving its written consent.
Notwithstanding the foregoing, nothing in this Article VII shall restrict
Cadence from selling EDA Tools or methodology services to any Client.
ARTICLE VIII
TRADEMARKS
Neither Party may use the trademarks, trade names, logos, designations
or copyrights of the other Party, except where prior written authorization has
been obtained. Neither Party, at any time during or after this Agreement, shall
assert or claim any interest in, or do anything that may adversely affect the
validity or enforceability of, any trademark, trade name, logo, designation or
copyright of the other Party, and each Party acknowledges that nothing in this
Agreement shall give either Party any right, title or interest in any
trademarks, trade names, logos, designations, copyrights and other proprietary
rights in or associated with the products or services of the other Party.
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ARTICLE IX
LIMITATION OF LIABILITY; CLAIMS
Section 9.1 NO CONSEQUENTIAL DAMAGES. NONE OF THE PARTIES OR OTHER
MEMBERS OF THE CADENCE GROUP OR TALITY GROUP, AS THE CASE MAY BE, SHALL BE
LIABLE TO THE OTHER FOR ANY LOST PROFITS, LOSS OF DATA, LOSS OF USE, COST OF
COVER, BUSINESS INTERRUPTION OR OTHER SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR
CONSEQUENTIAL DAMAGES, HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY, ARISING
FROM THE PERFORMANCE OF, OR RELATING TO, THIS AGREEMENT.
Section 9.2 WARRANTY. Tality Services to be marketed and sold pursuant
to this Agreement shall be subject to the standard warranty policies and
practices of the Partnership applicable at the time of sale, unless the Parties
otherwise agree in writing. THE PARTIES MAKE NO WARRANTY TO EACH OTHER, OR TO OR
FOR THE BENEFIT OF ANY CLIENT, with respect to any software, services or
products to be sold hereunder; and no warranty of any kind, whether written,
oral, implied or statutory, AND NO WARRANTIES OF MERCHANTABILITY or FITNESS FOR
A PARTICULAR PURPOSE, non-infringement or arising from course of dealing or
usage of trade, shall apply to any of such software, service or products.
Section 9.3 LIMITATION OF CLAIMS. No action, regardless of form,
arising out of the rights or obligations set forth in this Agreement, may be
brought by either Party more than one (1) year after the cause of action has
accrued, except that an action for non-payment by the Partnership of any amount
due Cadence may be brought within one (1) year after the date of last payment.
ARTICLE X
DISPUTE RESOLUTION
The Parties shall attempt in good faith to resolve any dispute,
controversy or claim (a "DISPUTE") arising in connection with this Agreement
informally according to the following procedure. Upon written request of a Party
identifying a Dispute to be resolved, each Party will designate a management
representative with the responsibility and authority to resolve the Dispute. The
designated management representatives shall meet preliminarily within fifteen
(15) days after the request is received from the requesting Party. At this first
meeting, the designated management representatives shall identify the scope of
the Dispute and the information needed to discuss and attempt to resolve the
Dispute. These management
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representatives shall then gather relevant information regarding the Dispute and
shall meet to discuss the issues and negotiate in good faith to resolve the
Dispute. Such second meeting shall occur within fifteen (15) days after the
first meeting. If no resolution is reached following such second meeting, the
designated management representatives from each Party shall meet again within
fifteen (15) days and negotiate in good faith to resolve the Dispute. Should the
designated executives be unable to produce a resolution, such continuing Dispute
shall be resolved in accordance with Section 4.4 of the Separation Agreement.
ARTICLE XI
GENERAL PROVISIONS
Section 11.1 ASSIGNMENT. Neither party may assign this Agreement
or any of its rights or obligations hereunder, without the prior written consent
of the other party (except in connection with a merger, consolidation or sale of
all or substantially all of the party's assets), and any such attempted
assignment in violation hereof shall be void.
Section 11.2 GOVERNING LAW. This Agreement shall be construed in
accordance with and all Disputes hereunder shall be governed by the laws of the
State of California, excluding its conflict of law rules. The Superior Court of
Santa Xxxxx County and/or the United States District Court for the Northern
District of California shall have jurisdiction and venue over all Disputes
between the parties that are permitted to be brought in a court of law pursuant
to Section 4.4 of the Separation Agreement.
Section 11.3 CONFLICTING AGREEMENTS. In the event of any
irreconcilable conflict between this Agreement and the Separation Agreement, any
other Ancillary Agreement or other agreement executed in connection herewith or
therewith, the provisions of such other agreement shall prevail to the extent
that they specifically address the subject matter of the conflict.
Section 11.4 INCORPORATION BY REFERENCE. Section 4.4 (subject to
Article X hereof) and all of the provisions of Article V (except for Sections
5.3 and 5.13 thereof) of the Separation Agreement are incorporated into and made
a part of this Agreement, as if fully set forth herein.
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WHEREFORE, the parties have executed and delivered this Agreement
effective as of the date first set forth above.
CADENCE DESIGN SYSTEMS, INC. TALITY, LP
By: /s/ X. X. Xxxxx XxXxxxxxx By: TALITY CORPORATION,
------------------------------ AS GENERAL PARTNER
Name: X. X. Xxxxx XxXxxxxxx By: /s/ Xxxxx X. Xxxx
Title: Senior Vice President and ----------------------------
General Counsel Name: Xxxxx X. Xxxx
Title: Senior Vice President,
Chief Financial Officer
CADENCE HOLDINGS, INC. TALITY CORPORATION
By: /s/ X.X. Xxxxx XxXxxxxxx By: /s/ Xxxxx X. Xxxx
------------------------------ -------------------------------
Name: X.X. Xxxxx XxXxxxxxx Name: Xxxxx X. Xxxx
Title: Secretary Title: Senior Vice President,
Chief Financial Officer
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