Contract analysis

I. INTRODUCTION AND EXECUTIVE SUMMARY The purpose of this memorandum is to analyze and advise on the intellectual property protections afforded to Brightfield Cloud Services Inc. ("BCS") in the proposed OEM Reseller Agreement (the "Agreement") with Vantage Industrial Solutions, LLC ("Vantage"). This memorandum addresses four principal areas: (1) intellectual property ownership provisions, (2) the scope and limitation

II. LICENSED TECHNOLOGY — SCOPE AND DESCRIPTION A. Components of the BrightEdge IoT Platform The Licensed Technology under the proposed Agreement comprises three distinct components, each of which implicates different IP ownership and licensing considerations: (i) BrightEdge SaaS Subscription Software. The BrightEdge SaaS subscription software is a cloud-hosted analytics and dashboard platform that aggregates, proces

III. INTELLECTUAL PROPERTY OWNERSHIP PROVISIONS A. Retention of All Right, Title, and Interest The cornerstone of the IP protections framework in the proposed Agreement is the unequivocal retention by BCS of all right, title, and interest in and to the BrightEdge platform. We recommend that the Agreement include an express statement along the following lines: "As between the parties, BCS retains and shall retain all

IV. TRADEMARK LICENSE — SCOPE AND LIMITATIONS A. Grant of Trademark License Under the proposed Agreement, BCS will grant Vantage a limited, non-transferable, royalty-free license to use BCS's trademarks, including the "BrightEdge" word mark and the BCS logo (collectively, the "BCS Marks"), solely in connection with the marketing, promotion, distribution, and resale of the Licensed Technology within the Territory. The

V. LIMITED EXCLUSIVITY COVENANT A. Structure of the Covenant The proposed Agreement is structured as a non-exclusive OEM reseller arrangement — BCS retains the right to appoint additional OEM resellers and to sell the BrightEdge platform through other channels. However, as a concession negotiated in the term sheet, BCS has agreed to a Limited Exclusivity Covenant under which BCS will not appoint more than four (4) ad

VI. SOURCE CODE ESCROW — THREE-PARTY AGREEMENT WITH PINNACLE ESCROW SERVICES, INC. A. Structure and Parties The proposed Agreement contemplates a three-party source code escrow arrangement to be formalized in a separate escrow agreement and annexed as Exhibit E to the OEM Reseller Agreement. The parties to the escrow agreement are as follows: • Depositor: Brightfield Cloud Services Inc. • Beneficiary: Vantage Industr