Contract analysis

ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement. 1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this d

ARTICLE 2 — APPOINTMENT AND GRANT OF RIGHTS 2.1 Appointment as OEM Reseller. BCS hereby appoints Vantage, and Vantage hereby accepts appointment, as an authorized OEM reseller of the Licensed Technology within the Territory during the Term, subject to the terms and conditions of this Agreement. Vantage's right under this appointment is limited to embedding the Licensed Technology into Vantage's product line and resel

ARTICLE 3 — TERM AND RENEWAL 3.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of three (3) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with Article 4. The Parties anticipate that the Effective Date will be on or about February 20, 2026, in which case the Initial Term would expire on February 1

ARTICLE 4 — TERMINATION 4.1 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail. Notwithstanding the foregoing, in the cas

ARTICLE 5 — FINANCIAL TERMS 5.1 Upfront License Fee. In partial consideration for the rights granted to Vantage under this Agreement, Vantage shall pay BCS a non-refundable upfront license fee of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Upfront License Fee") within ten (10) business days of the Effective Date. The Upfront License Fee shall be payable by wire transfer in accordance with Section 5.7. Th

ARTICLE 6 — ORDERING, DELIVERY, AND ACCEPTANCE 6.1 Purchase Orders. Vantage shall submit purchase orders for BCS Hardware Modules in writing (including by email) to BCS at least thirty (30) days prior to the requested delivery date, using the form of purchase order attached hereto as Exhibit F or such other form as BCS may reasonably approve. Each purchase order shall specify the Hardware Module model (BE-400 or BE-6

ARTICLE 7 — SUPPORT AND MAINTENANCE 7.1 BCS Support Obligations. During the Term, BCS shall provide Vantage and End-Users with standard technical support for the Licensed Technology in accordance with BCS's then-current support policies, as may be updated by BCS from time to time upon reasonable prior notice to Vantage. The Parties acknowledge and agree that technical support shall be delivered on a tiered basis, as

ARTICLE 8 — RECORDS, REPORTING, AND AUDIT 8.1 Record-Keeping. Vantage shall maintain complete and accurate books and records relating to its resale of the Licensed Technology and Combined Products under this Agreement, including End-User resale prices, unit volumes, royalty calculations, and all amounts payable hereunder, in accordance with generally accepted accounting principles consistently applied. Vantage shall

ARTICLE 9 — INTELLECTUAL PROPERTY OWNERSHIP 9.1 BCS Ownership. As between the Parties, BCS retains all right, title, and interest in and to the Licensed Technology, including without limitation the BrightEdge SaaS Subscription, the BrightEdge Edge Firmware, and all BCS Hardware Module designs and specifications, all BCS Marks, and all related patents, patent applications, copyrights, trade secrets, trademarks, know-h

ARTICLE 10 — TRADEMARK LICENSE AND BRAND GUIDELINES 10.1 Trademark License Grant. Subject to the terms and conditions of this Agreement, BCS hereby grants to Vantage a limited, non-exclusive, non-transferable, royalty-free license during the Term to use the BCS Marks solely in connection with the marketing, promotion, and resale of the Licensed Technology and Combined Products within the Territory. All use of the BCS

ARTICLE 11 — CONFIDENTIALITY 11.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, including without limitation

ARTICLE 12 — NON-COMPETITION AND NON-SOLICITATION 12.1 Non-Solicitation. During the Term and for a period of twelve (12) months following termination or expiration of this Agreement (regardless of the reason for such termination or expiration), neither Party shall, directly or indirectly, solicit, recruit, induce, or hire (or attempt to solicit, recruit, induce, or hire) any employee of the other Party who was materi

ARTICLE 13 — INDEMNIFICATION 13.1 IP Indemnity (BCS to Vantage). BCS shall defend, indemnify, and hold harmless Vantage and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Vantage Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with any t

ARTICLE 14 — LIMITATION OF LIABILITY 14.1 General Liability Cap. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($

ARTICLE 15 — REPRESENTATIONS AND WARRANTIES 15.1 Mutual Representations. Each Party represents and warrants to the other Party as of the Effective Date that: (a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and is qualified to do business in each jurisdiction where the nature of its activities or properties requires such qualification; (b) it has ful