premise: AGREEMENT DATE: JUNE 2, 1999 EXHIBIT 1
  Corporate Non-Disclosure Agreement
  This Corporate Non-Disclosure Agreement ("Agreement") is entered into and made effective as of the date set forth above, by and between Intel Corporation and its majority owned subsidiaries ("Intel"), and the Participant identified below ("Participant"). Unless the Participant indicates that this Agreement will apply only to the specific division or location, this Agreement will apply to the Participant's entire Company.
  THE PARTIES AGREE AS FOLLOWS:
  1. Confidential Information Transmittal Form. The confidential, proprietary and made secret information of the disclosing party ("Confidential Information") to be disclosed hereunder is that information which (i) is described in the Confidential Information Transmittal Record ("CITR") executed from time to time hereafter and (ii) is marked with a "confidential", "proprietary", or similar legend.
  CITRs are subject to the terms of this Agreement. CITRs will be executed, in writing or in electronic form, by the parties prior to the disclosure of Confidential Information. All Confidential Information received from the disclosing party will be in tangible form. To be considered Confidential Information, non-tangible disclosures must be identified as confidential prior to disclosure and produced in writing, marked as provided above and delivered to the receiving party within thirty (30) days of the original date of disclosure. The CITR will indicate the disclosing party, a description of the Confidential Information disclosed, the names of the representatives of the parties and the dates when the disclosure covered by the CITR commenced.
  2. Obligations of Receiving Party. The receiving party will maintain the confidentiality of the Confidential Information of the disclosing party with at least the same degree of care that it uses to protect its own confidential and proprietary information, but no less than a reasonable degree of care under the circumstances. The receiving party will not disclose any of the disclosing party's Confidential Information to any employees or to any third parties except to the receiving party's employees, parent company and majority-owned subsidiaries who have a need to know and who agree to abide by nondisclosure terms at least as comprehensive as those set forth herein: provided that the receiving party will be liable for breach by any such entity. The receiving party will not make any copies of the Confidential Information received from the disclosing party except as necessary for its employees, parent company and majority-owned subsidiaries with a need to know. Any copies which are made will be identified as belonging to the disclosing party and marked "confidential", "proprietary", or with a similar legend.
  3. Period of Non-Assertion. Unless a shorter period is indicated in the applicable CITR, the disclosing party will not insert any claims of breach of this Agreement or misappropriation of trade secrets against the receiving party arising from the receiving party's disclosure of the disclosing party's Confidential Information made more than five (5) years from the date of the CITR under which such information was disclosed. However, unless at least one of the exceptions set for in Section 4 below has occurred, the receiving party will continue to treat such confidential Information as the confidential information of the disclosing party and only disclose any such Confidential Information to third parties under the terms of a non-disclosure agreement.
  4. Termination of Obligation of Confidentiality. The receiving party will not be liable for the disclosure of any Confidential Information which is:
  (a) rightfully in public domain other than by a breach of duty to the disclosing party
  (b) rightfully received from a third party without any obligation of confidentiality
  (c) rightfully known to the receiving party without any limitation on use or disclosure prior to its receipt from the disclosing party
  (d) independently developed by employees of the receiving party; or
  (e) generally made available to third parties by the disclosing party without restriction on disclosure.
  5. Title. Title or the right to possess Confidential Information as between the parties will remain in the disclosing party.
  6. No Obligation of Disclosure: Termination. Neither party has any obligation to disclose Confidential Information to the other. Either party may terminate this Agreement at any time without cause upon written notice to the other party: provided that each party's
  obligations with respect to Confidential Information disclosed during the term of this Agreement will survive any such termination. Either party may, at any time: (a) cease giving Confidential Information to the other party without any liability and/or (b) request in writing the return or destruction of all or part of its Confidential Information previously disclosed, and all copies thereof, and the receiving party will promptly comply with such request, and certify in writing its compliance.
  7. Residuals. Notwithstanding anything herein to the contrary, either party may use Residuals for any purpose, including without limitation use in development manufacture, promotion, sale and maintenance of its products or services: provided that this right to Residuals does not represent a licence under any patents, copyrights or other intellectual property rights of the disclosing party. The term "Residuals" means any information retained in the unaided memories of the receiving party's employees who have had access to the disclosing party's Confidential Information pursuant to the terms of this Agreement. An employee's memory is unaided if the employee has not intentionally memorized the Confidential Information for the purpose of retaining and subsequently using or disclosing it.
  8. General.
  (a) This Agreement is neither intended to nor will it be considered as creating a joint venture, partnership or other form of business association between the parties, nor an obligation to buy or sell products using or incorporating the Confidential Information.
  (b) Both parties understand and acknowledge that no license under any patent, copyright, trade secret, or other intellectual property right is granted to or conferred upon, either party in this Agreement or by the disclosure of any Confidential Information by one party to the other party as contemplated hereunder, either expressly, by implication, inducement, estoppel or otherwise, and that any license under such intellectual property rights must be express and in writing.
  (c) The failure of either party to enforce any right resulting from breach of any provision of this Agreement by the other party will not be deemed a waiver of any right relating to a subsequent breach of such provision or of any other right hereunder.
  (d) This Agreement will be governed by laws of the State of Delaware without reference to conflict of laws principles.
  (e) This Agreement, any accompanying CITR and CITRs executed from time to time hereafter which incorporate the terms of this Agreement, constitutes the entire agreement between the parties with respect to the disclosure(s) of Confidential Information described in each CITR, and may not be amended except in a writing signed by a duly authorized representative of the respective parties. Any other agreements between the parties, including non-disclosure agreements, will not be affected by this Agreement.
  INTEL CONTACT: Mohammad Aboobaker M/S: FMS-92 TEL NO: 356-6084
  AGREED:
  INTEL CORPORATION
  2200 Mission College Blvd.
  Santa Clara, CA 95052-8119 PARTICIPANT: DSP Communications
  20300 Stevens Creek Blvd.
  Cupertino, CA 95014
  /s/ DAVIDI GILO
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  Signature of Authorized Representative (e.g. President or V.P.) David Gilo
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  Printed Name
  Chairman
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  Title
  