Umbrella Transitional Services Agreement

Exhibit 10.41

EXECUTION COPY

Umbrella Transitional Services Agreement

between

NXP B.V.

and

DSP Group Ltd.

and

DSP Group, Inc.

Contents

THE UNDERSIGNED:

and

and

WHEREAS:

IT IS AGREED AS FOLLOWS:

Specific definitions

For the purposes of this Agreement, the following terms shall have the meanings set forth below:

“ Additional Services ” shall have the meaning as set forth in clause 2.2.

“ Affiliate ” shall have the same meaning as set forth in the SBSA.

“ Agreement ” means this agreement between NXP, the Purchaser Parent and the Purchaser, including all Schedules thereto and any and all service level agreements related to the Services to be entered into pursuant to this Agreement, if any, but are not otherwise set forth as annexes to Schedule 2 .

“ Allocation Key ” shall have the meaning as set forth in clause 3.1.

“ Business Day ” means a calendar day, other than a Saturday or a Sunday, on which commercial banks in Amsterdam, the Netherlands and New York City, New York, United States of America, are generally open for business.

“ Closing Date ” shall have the same meaning as set forth in the SBSA.

“ Confidential Information ” shall have the meaning as set forth in clause 10.1.

“ Continued Operations ” shall have the same meaning as set forth in the SBSA.

“ Force Majeure ” shall have the meaning as set forth in clause 9.1.

“ Governmental Authority ” means any government or any agency, bureau, board, commission, court, department, official, political subdivision, tribunal or other instrumentality of any government, whether federal, state or local, domestic or foreign.

“ IPTLA ” shall mean the Intellectual Property Transfer and License Agreement between NXP, Purchaser Parent and Purchaser.

“ MSCA ” shall mean the Manufacturing Services Collaboration Agreement between NXP, Purchaser Parent and Purchaser.

“ NXP ” shall have the meaning as set forth in the preamble of to this Agreement.

“ Operations ” shall have the meaning as set forth in Whereas (A).

“ Parties ” means the parties to this Agreement and “ Party ” means any one of them as the case may be.

“ Person ” means an individual, a company or corporation, a partnership, a limited liability company, a trust or other entity, organisation or unincorporated association, including a Governmental Authority.

“ Project Manager ” shall have the meaning set forth in clause 2.3.

“ Purchaser ” shall have the meaning as set forth in the preamble to this Agreement.

“ Purchaser Parent ” shall have the meaning set forth in the preamble to this Agreement.

“ SBSA ” shall have the meaning as set forth in Whereas (A).

“ Service Level Agreements ” means (i) the service level agreements in effect as of the Closing Date and attached as annexes to Schedule 2 and (ii) any and all other service level agreements related to the Services to be entered into pursuant to this Agreement, if any.

“ Services ” means (i) the services listed in Schedule 1 , (ii) the services provided by NXP or its Affiliates or Third-Party Service Providers to the Purchaser or its Affiliates under the Service Level Agreements, (iii) any services not specifically described in Schedule 1 or under Service Level Agreements but that are inherent to or a necessary part of the services described therein, or are reasonably required for proper performance or provision of such services and (iv) such other services relating to the Operations that the Purchaser may reasonably request from NXP which services NXP currently provides to its Affiliates or other

business lines of NXP, unless (with respect to item (iv)) such services cannot be, or cannot be reasonably provided. For the avoidance of doubt : except as otherwise agreed between the Parties as otherwise provided for in Schedule 1 or as otherwise provided for in the Service Level Agreements, the Services shall not include any services which are already provided to the Operations by a third party immediately prior to and/or on the Closing Date and the Parties acknowledge and agree that (i) with respect to any Contract (as defined in the SBSA) with respect to such services, [*] shall apply and (ii) with respect to any Umbrella Contract (as defined in the SBSA) [*] shall apply.

“ Taxation ” or “ Tax ” means all forms of taxation, whether direct or indirect, including, without limitation, income, gross receipts, windfall profits, value added, service, severance, property, production, sales, use, duty, license, excise, franchise, employment, withholding or similar taxes, (including, without limitation, social security contributions and any other payroll taxes), together with any interest, additions or penalties with respect thereto imposed by any governmental, taxing or other authority responsible for the imposition, administration or collection of any Tax and any interest in respect of such additions or penalties.

“ Tax Authority ” means any taxing or other authority competent to impose any liability in respect of Taxation or responsible for the administration and/or collection of Taxation or enforcement of any law in relation to Taxation.

“ Third-Party Service Provider ” means any person or entity other than NXP or its respective Affiliates (including their respective employees) providing Services to the Purchaser or its respective Affiliates in connection with this Agreement.

This Agreement is a master agreement which sets out the general terms and conditions relating to the provision of the Services from NXP (or its relevant Affiliates or Third-Party Service Providers) to the Purchaser (or its relevant Affiliates).

The applicable Service Level Agreement shall thereafter be amended to include the extended term or a separate Service Level Agreement shall be entered into to add the Additional Service. Upon execution of such amendment or new Service Level Agreement, any Additional Service shall be deemed to be a “Service” for all purposes hereunder.

Each Party shall designate a project manager (a “ Project Manager ”) to report and discuss issues with respect to the provision of the Services. The Project Managers shall meet to discuss the performance of the Services as often as the Parties deem necessary to ensure the orderly provision of the Services, and in any event at least bi-annually, and shall have authority to address and remedy problems related to the provision of the Services. Each Party shall designate successor Project Managers in the event that a designated individual is not available to perform such role hereunder.

NXP and the Purchaser shall procure that their relevant Affiliates and any Third-Party Service Provider arranged by NXP in accordance with clause 3.4.2 shall perform their relevant obligations in accordance with this Agreement.

Unless (i) a different performance standard is set forth in the applicable Service Level Agreement, or (ii) the nature of a Service changes materially due to the separation of the Operations and the different performance standard reflecting the material change in the nature of the Service is agreed upon in the relevant Service Level Agreement, NXP agrees to provide the Services in substantially the same manner and at the same level as such Services were performed by NXP (and/or its Affiliates or Third Party Service Providers arranged by NXP in accordance with clause 3.4.2) for the Operations prior to the date hereof, including (to the extent applicable) with respect to level of service, priority of service, timeliness and quality and in any event in a professional and workmanlike manner, using

personnel with sufficient training and expertise. Subject to clause 9 (Force Majeure), NXP shall give the Services substantially the same priority as it accords its own operations. In the event the Purchaser brings to the attention of NXP any alleged failure by NXP, its Affiliates or a Third-Party Service Provider arranged by NXP in accordance with clause 3.4.2 to meet, in whole or in part, a service level, the Project Manager appointed by NXP shall (i) promptly investigate and notify the Purchaser of the cause of the alleged problem, (ii) use commercially reasonable efforts to correct the problem, if any, at no additional cost to the Purchaser, and to resume meeting the service levels as promptly as practical and (iii) reasonably advise the Purchaser of the status of the remedial efforts being undertaken with respect to the problem.

In respect of IT Services provided hereunder, NX