1007-00008 · Vantage Mobility Systems Corp · Transaction Documents

meslsa-execution-version.docx DOCUMENT IP / Technology

31 / 35 ← → ✕

MASTER EMBEDDED SOFTWARE LICENSE AND SERVICES AGREEMENT

Execution Version

June 21, 2022

This Master Embedded Software License and Services Agreement (this "Agreement") is entered into as of June 21, 2022 (the "Effective Date"), by and between:

MERIDIAN CODE TECHNOLOGIES, INC., a California corporation ("Licensor," "MeridianCode," or "MCT"), with its principal place of business at 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054;

and

VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation ("Licensee," "VMS," or "Vantage"), with its principal place of business at 4100 Industrial Parkway, Sterling Heights, MI 48312.

Licensor and Licensee are each referred to herein individually as a "Party" and collectively as the "Parties."

Right-click to update Table of Contents

RECITALS

WHEREAS, Licensor is engaged in the business of developing, licensing, and supporting embedded software and real-time operating systems for automotive, aerospace, and industrial applications, and owns and licenses the ATLAS-RT™ embedded real-time operating system, a high-performance, safety-certified real-time operating system designed for deployment in mission-critical embedded computing environments;

WHEREAS, Licensee is engaged in the business of automotive manufacturing, specializing in the design, engineering, production, and sale of adaptive mobility vehicles for customers with diverse mobility needs, and desires to integrate Licensor's ATLAS-RT™ embedded RTOS into Licensee's next-generation adaptive vehicle platform program internally designated "Project Argonaut";

WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a license to use the Licensed Software (as defined herein) in connection with the development, manufacture, and deployment of up to five (5) designated vehicle platform configurations under Project Argonaut, encompassing a range of adaptive mobility vehicle configurations targeting both consumer and commercial fleet markets;

WHEREAS, Licensor will also provide certain integration services, including software porting, driver adaptation, board support package customization, and ongoing maintenance and support, in connection with the Licensed Software;

WHEREAS, the Parties desire to set forth the terms and conditions governing the license, services, fees, intellectual property rights, confidentiality, indemnification, limitation of liability, and related matters in a comprehensive agreement reflecting the Parties' mutual intentions and the commercial significance of the transactions contemplated herein;

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

ARTICLE 1 — DEFINITIONS

As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the context in which they appear.

1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or equivalent ownership interests of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

1.2 "ATLAS-RT" or "Licensed Software" means the ATLAS-RT™ embedded real-time operating system, Version 4.2, as more fully described in the specifications, feature set descriptions, and component listings set forth in Exhibit A attached hereto, together with all subsequent minor updates, patches, bug fixes, error corrections, and maintenance releases provided by Licensor to Licensee under this Agreement during the Term, including but not limited to Version 4.2.1, Version 4.2.2, Version 4.2.3, and subsequent minor versions within the Version 4.2.x release branch. For the avoidance of doubt, "Licensed Software" does not include major version releases (e.g., Version 5.0) unless separately licensed by the Parties in writing.

1.3 "Confidential Information" means all non-public technical, business, financial, operational, and proprietary information disclosed by either Party to the other Party, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked or designated as "confidential," "proprietary," or with any similar legend, including without limitation: source code, object code, algorithms, data structures, software architectures, specifications, designs, schematics, formulas, techniques, know-how, documentation, pricing information, fee schedules, customer and supplier information, strategic plans, marketing plans, financial statements, projections, and the terms and conditions of this Agreement.

1.4 "Derivative Work" means any modification, adaptation, extension, enhancement, improvement, translation, abridgment, condensation, expansion, or other work based upon or derived from the Licensed Software, including without limitation any software module, library, driver, component, or application that incorporates, statically or dynamically links to, or is specifically designed to interoperate with the Licensed Software source code in a manner that requires access to or knowledge of the internal interfaces, data structures, or algorithms of the Licensed Software. The criteria and procedures for identifying and classifying Derivative Works are further described in Exhibit C attached hereto.

1.5 "Designated Vehicle Platforms" means up to five (5) vehicle platform configurations identified by Licensee under Project Argonaut for integration of the Licensed Software, initially designated as Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E, as such designations and associated hardware and software specifications may be modified by written agreement of the Parties from time to time during the Term.

1.6 "Documentation" means all user manuals, technical specifications, integration guides, API references, programmer guides, installation instructions, release notes, and other written or electronic materials provided by Licensor to Licensee in connection with the Licensed Software, whether delivered at the time of initial delivery of the Licensed Software or subsequently during the Term as part of maintenance and support services.

1.7 "Dormancy Status" means the status described in Section 9.4 of this Agreement, under which certain license rights, maintenance and support obligations, and milestone deadlines are modified or suspended in accordance with the provisions set forth therein.

1.8 "Effective Date" means June 21, 2022, the date first written above.

1.9 "Integration Services" means the professional services to be provided by Licensor to Licensee pursuant to one or more Statements of Work executed under this Agreement, as more fully described in Article 3 hereof, including without limitation software porting, driver development, board support package customization, hardware abstraction layer adaptation, integration testing support, and related engineering services.

1.10 "intellectual Property Rights" means all patents, patent applications, copyrights, copyright registrations and applications, trade secrets, trademarks, service marks, trade dress, mask work rights, database rights, moral rights, rights of publicity, and all other intellectual property rights of any kind or nature recognized in any jurisdiction under applicable law, whether now known or hereafter arising, including all applications, registrations, renewals, extensions, continuations, divisions, and reissues of any of the foregoing.

1.11 "Milestone" means a deliverable, work product, or achievement and associated acceptance criteria as set forth in a Statement of Work, completion of which triggers a corresponding milestone payment obligation under the applicable fee schedule.

1.12 "Project Argonaut" means Licensee's internal next-generation adaptive vehicle platform program, under which Licensee is developing and commercializing a family of adaptive mobility vehicles incorporating advanced electronic control systems, drive-by-wire technologies, and integrated vehicle management platforms.

1.13 "Runtime Royalty" means the per-unit fee payable by Licensee to Licensor for each Unit of a Designated Vehicle Platform incorporating the Licensed Software (or any Derivative Work thereof) that is shipped, sold, deployed, or otherwise placed into commercial service, as more fully described in Section 5.4 of this Agreement.

1.14 "Source Code" means the human-readable form of the Licensed Software, including all source files, header files, configuration files, build scripts, makefiles, comments, annotations, inline documentation, and build instructions necessary to compile, link, and produce executable object code from the Licensed Software.

1.15 "Statement of Work" or "SOW" means each statement of work executed by authorized representatives of both Parties under this Agreement, describing the scope, deliverables, milestones, timelines, personnel requirements, acceptance criteria, and fees for Integration Services to be performed by Licensor.

1.16 "Term" means the period described in Section 8.1 of this Agreement.

1.17 "Territory" means worldwide, without geographic restriction, subject to compliance with applicable export control laws and regulations as set forth in Section 15.14.

1.18 "Unit" means a single production vehicle incorporating a Designated Vehicle Platform in which the Licensed Software (or any Derivative Work thereof) is embedded in object code form and installed for operational use, whether such vehicle is shipped, sold, leased, or otherwise placed into commercial service by Licensee or its authorized distributors or dealers.

ARTICLE 2 — LICENSE GRANT

2.1 License Grant. Subject to the terms and conditions of this Agreement and Licensee's timely payment of all applicable fees set forth in Article 5 and the applicable Exhibits and Statements of Work, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as expressly set forth in Section 12.6 and Section 15.6), worldwide license during the Term to:

(a) use, reproduce, modify, and create Derivative Works of the Source Code of the Licensed Software solely for purposes of integrating the Licensed Software into the Designated Vehicle Platforms under Project Argonaut, including without limitation porting, adapting, configuring, compiling, and testing the Licensed Software in connection with the hardware and software environments of the Designated Vehicle Platforms;

(b) compile, link, and embed the Licensed Software (including any Derivative Works permitted under this Agreement) in object code form into the firmware, flash memory, or other non-volatile storage of the electronic control units, processors, or computing modules of the Designated Vehicle Platforms;

(c) manufacture, have manufactured (through authorized contract manufacturers), distribute, sell, lease, and otherwise commercially exploit Units containing the Licensed Software in embedded object code form, subject to payment of Runtime Royalties as set forth in Section 5.4;

(d) use and reproduce the Documentation internally for purposes of exercising the foregoing rights, including without limitation making a reasonable number of copies of the Documentation for use by Licensee's engineering, quality assurance, manufacturing, and support personnel.

2.2 Scope Limitation. The license granted in Section 2.1 is expressly limited to integration of the Licensed Software into up to five (5) Designated Vehicle Platforms as identified by Licensee in accordance with Section 4.2. Any use of the Licensed Software beyond the scope of the five (5) Designated Vehicle Platforms, including without limitation integration into additional vehicle platforms, product lines, or applications outside of Project Argonaut, shall require Licensor's prior written consent and shall be subject to the negotiation and payment of additional license fees and, if applicable, additional Runtime Royalties. Licensee acknowledges that the fees set forth in Article 5 have been calculated based on the scope limitation set forth in this Section 2.2 and that any expansion of scope represents a material change warranting additional compensation to Licensor.

2.3 Reservation of Rights. All rights in and to the Licensed Software, Documentation, and associated intellectual Property Rights not expressly granted to Licensee under this Agreement are reserved by Licensor. Licensee acknowledges and agrees that the Licensed Software and Documentation are proprietary to Licensor and that Licensor retains all right, title, and interest therein, subject only to the limited license rights expressly granted herein. Without limiting the generality of the foregoing, Licensor reserves the right to license the Licensed Software to third parties, including competitors of Licensee, without restriction.

2.4 Open-Source Restrictions. Licensee shall not combine, link, integrate, or otherwise use the Licensed Software (or any portion thereof) with or in conjunction with any open-source software, free software, or community source code in a manner that would: (a) require the Licensed Software, or any portion thereof, to be disclosed, distributed, or made available in Source Code form; (b) require the Licensed Software, or any portion thereof, to be licensed for the purpose of making derivative works; (c) impose any restriction on the consideration to be charged for the distribution of the Licensed Software; or (d) otherwise impose any obligation or restriction on Licensor or the Licensed Software under the terms of any open-source license, including without limitation the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the Mozilla Public License (MPL), the Common Development and Distribution License (CDDL), or any similar license. Licensee shall maintain and make available to Licensor upon request a current list of all open-source software components used in connection with each Designated Vehicle Platform, together with the applicable license terms for each such component.

2.5 No Sublicensing. Licensee may not sublicense any rights granted under this Agreement to any third party without Licensor's prior written consent, which may be withheld in Licensor's sole discretion; provided, however, that Licensee may permit its authorized contractors, subcontractors, and outsourced engineering service providers to access and use the Licensed Software and Source Code solely for the purpose of performing integration, testing, and related engineering activities on behalf of Licensee in connection with the Designated Vehicle Platforms, subject to the following conditions: (a) each such contractor shall have executed a written confidentiality and intellectual property assignment agreement with Licensee containing terms no less restrictive than those set forth in Article 10 (Confidentiality) and Article 7 (Intellectual Property Ownership) of this Agreement; (b) Licensee shall remain fully responsible for any acts or omissions of such contractors with respect to the Licensed Software; and (c) Licensee shall provide Licensor with written notice identifying each contractor that will have access to the Source Code, such notice to be provided at least ten (10) business days prior to granting such access.

ARTICLE 3 — INTEGRATION SERVICES

3.1 Statements of Work. Licensor shall provide Integration Services to Licensee as described in one or more Statements of Work to be executed by authorized representatives of both Parties during the Term. Each SOW shall set forth, at a minimum, the following: (a) a description of the Integration Services to be performed; (b) the specific deliverables and work products to be provided by Licensor; (c) milestones, acceptance criteria, and the applicable timeline for completion; (d) the fees and payment terms for such Integration Services; (e) the Licensor personnel assigned to perform the Integration Services, including identification of key personnel; and (f) any Licensee cooperation obligations specific to the SOW. The initial Statement of Work, designated Statement of Work No. 1 (Integration Services for Project Argonaut), is attached hereto as a separate document incorporated by reference into this Agreement and shall govern the initial phase of integration activities for the Designated Vehicle Platforms.

3.2 Milestones and Acceptance. Each SOW shall identify specific deliverables, milestones, and acceptance criteria applicable to the Integration Services to be performed thereunder. Licensor shall deliver each milestone deliverable to Licensee in accordance with the timeline set forth in the applicable SOW. Licensee shall have fifteen (15) business days following delivery of each milestone deliverable (the "Acceptance Period") to review and evaluate such deliverable against the acceptance criteria specified in the SOW and to either: (a) accept the deliverable by providing written notice of acceptance to Licensor; or (b) reject the deliverable by providing written notice of rejection to Licensor, which notice shall include a reasonably detailed description of the deficiencies or non-conformities with the applicable acceptance criteria. If Licensee fails to provide written notice of acceptance or rejection within the Acceptance Period, the applicable milestone deliverable shall be deemed accepted as of the expiration of the Acceptance Period. In the event of rejection, Licensor shall use commercially reasonable efforts to correct the identified deficiencies and redeliver the milestone deliverable within a reasonable period, and the acceptance process shall repeat. If a milestone deliverable is rejected more than two (2) times for the same deficiency, the Parties shall escalate the matter in accordance with the dispute resolution procedures set forth in Article 14.

3.3 Licensor Personnel. Licensor shall assign qualified personnel with appropriate skills, experience, and expertise to perform the Integration Services described in each SOW. Licensor shall identify key personnel in each SOW, and such key personnel shall not be reassigned, replaced, or removed from the engagement without Licensee's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event that a key personnel member becomes unavailable due to resignation, termination, disability, or other circumstances beyond Licensor's reasonable control, Licensor shall promptly notify Licensee and propose a replacement of comparable qualifications and experience for Licensee's approval.

3.4 Licensee Cooperation. Licensee acknowledges that Licensor's ability to perform the Integration Services depends upon Licensee's timely cooperation and assistance. Licensee shall provide Licensor with reasonable access to Licensee's facilities (including engineering laboratories, test environments, and hardware-in-the-loop test benches), personnel (including Licensee's software integration engineers, hardware engineers, and quality assurance personnel), systems (including source code repositories, build servers, and testing infrastructure), and information (including hardware specifications, schematics, bus protocols, and peripheral device documentation) as reasonably necessary for Licensor to perform the Integration Services in accordance with the applicable SOW. Licensee's failure to provide timely cooperation shall entitle Licensor to an equitable adjustment of applicable milestone deadlines and, if such failure results in additional costs, to additional compensation as agreed in a written change order.

3.5 Change Orders. Any changes to the scope, deliverables, milestones, timelines, fees, or other terms of an SOW shall be documented in a written change order executed by authorized representatives of both Parties. Each change order shall specify in reasonable detail: (a) the proposed change; (b) the impact of such change on the project schedule, if any; (c) the impact of such change on fees, if any; (d) the impact of such change on deliverables and acceptance criteria, if any; and (e) any other terms and conditions applicable to the change. No change to an SOW shall be effective unless documented in a written change order signed by both Parties. The Parties acknowledge that the change order process is intended to ensure transparency and mutual agreement with respect to scope modifications and to prevent scope creep that could adversely affect the project timeline, budget, or quality.

ARTICLE 4 — LICENSEE OBLIGATIONS AND PLATFORM REQUIREMENTS

4.1 Project Argonaut Coordination. Licensee shall designate a project manager to serve as the primary point of contact for all communications and coordination activities with Licensor's Integration Services team throughout the Term. Licensee's initial project contact for purposes of this Agreement shall be Licensee's Director of Software Integration Engineering, or such other individual as Licensee may designate in writing from time to time. The designated project manager shall have sufficient authority and access to Licensee's internal resources to facilitate timely decision-making, issue resolution, and information exchange in connection with the integration of the Licensed Software into the Designated Vehicle Platforms. Licensee shall ensure that the designated project manager is available for regularly scheduled status meetings, technical reviews, and milestone acceptance activities as required under the applicable SOW.

4.2 Platform Designation. Within thirty (30) days of the Effective Date, Licensee shall provide Licensor with written notice identifying each Designated Vehicle Platform (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E) and the associated hardware specifications, processor architectures, peripheral device configurations, communication bus protocols, memory maps, and integration requirements applicable to each such platform. Licensee shall update such information in writing promptly upon any material change to the hardware specifications or integration requirements of any Designated Vehicle Platform. Licensor shall have no obligation to commence Integration Services with respect to any Designated Vehicle Platform until Licensee has provided the information required by this Section 4.2 for such platform.

4.3 Use-It-or-Lose-It Obligation. Licensee shall commence integration testing of the Licensed Software on at least two (2) Designated Vehicle Platforms within eighteen (18) months of the Effective Date (i.e., by December 21, 2023) (the "Integration Testing Deadline"). For purposes of this Section 4.3, "commence integration testing" means the initiation of alpha-level functional testing of the Licensed Software in a representative hardware-in-the-loop (HIL) or equivalent test environment for the applicable Designated Vehicle Platform, as evidenced by written test plans, test logs, or other objective documentation demonstrating that functional testing has been initiated and is actively in progress. The Parties acknowledge that this provision is intended to ensure that the license rights granted under this Agreement are actively utilized in furtherance of Project Argonaut and to prevent the warehousing or shelving of the Licensed Software without active development and integration efforts.

Failure by Licensee to satisfy the requirement set forth in this Section 4.3 by the Integration Testing Deadline shall entitle Licensor, at its sole option, to:

(a) reduce the scope of the license granted under Section 2.1 from five (5) Designated Vehicle Platforms to the number of Designated Vehicle Platforms on which integration testing has actually commenced as of the Integration Testing Deadline, in which case the Parties shall execute a written amendment reflecting the reduced scope, and Licensee shall have no further right to integrate the Licensed Software into any additional Designated Vehicle Platform without Licensor's prior written consent and payment of additional license fees; or

(b) terminate this Agreement upon sixty (60) days' prior written notice to Licensee, in which case the fee forfeiture provisions of Section 9.1(b) shall apply to all prepaid fees, and Licensee shall have no right to any refund, credit, or offset with respect to such fees.

4.4 Reporting. Licensee shall provide Licensor with quarterly written progress reports on integration activities for each Designated Vehicle Platform. Such reports shall include, at a minimum: (a) the current status of integration activities for each Designated Vehicle Platform; (b) a summary of milestones achieved and milestones remaining; (c) any material issues, risks, or delays encountered during the reporting period; and (d) the expected timeline for completing integration on each Designated Vehicle Platform. Quarterly reports shall be delivered within fifteen (15) days following the end of each calendar quarter during the Term.

4.5 Unit Reporting. Licensee shall provide Licensor with quarterly reports of Units shipped, sold, leased, or otherwise deployed, for purposes of calculating Runtime Royalties under Section 5.4. Such reports shall include, at a minimum: (a) the total number of Units shipped or deployed during the applicable calendar quarter, broken down by Designated Vehicle Platform; (b) the cumulative number of Units shipped or deployed since the Effective Date; and (c) such other information as Licensor may reasonably request to verify the accuracy of Runtime Royalty calculations. Unit reports shall be delivered within thirty (30) days following the end of each calendar quarter during the Term and for a period of twelve (12) months following termination or expiration of this Agreement with respect to Units shipped prior to termination or expiration. Licensor shall have the right, upon reasonable notice and at Licensor's expense (unless an audit reveals a deficiency exceeding five percent (5%), in which case Licensee shall bear the costs), to audit Licensee's books and records related to Unit shipments and deployments no more than once per calendar year.

ARTICLE 5 — FEES AND PAYMENT

5.1 Upfront License Fee. In consideration of the license rights granted under Article 2, Licensee shall pay Licensor a one-time, non-refundable (except as expressly set forth in Section 9.1) upfront license fee of Eight Million Dollars ($8,000,000) (the "Upfront License Fee"). The Upfront License Fee shall be due and payable in full upon execution of this Agreement, by wire transfer of immediately available funds to the account designated by Licensor in writing. The Upfront License Fee shall be deemed earned by Licensor upon receipt and shall not be subject to refund, credit, or offset except as expressly provided in Section 9.1(c) or Section 12.4.

5.2 Annual Maintenance and Support Fee. In consideration of the maintenance and support services described in Article 6, Licensee shall pay Licensor an annual maintenance and support fee of Two Million Four Hundred Thousand Dollars ($2,400,000) per year (each, an "Annual Maintenance Fee"). The Annual Maintenance Fee for the first year of the Term (Year 1) shall be due and payable on July 15, 2022. The Annual Maintenance Fee for each subsequent year of the Term shall be due and payable on each anniversary of July 1 during the Term, as follows:

• Year 1 Annual Maintenance Fee: $2,400,000, due July 15, 2022

• Year 2 Annual Maintenance Fee: $2,400,000, due July 1, 2023

• Year 3 Annual Maintenance Fee: $2,400,000, due July 1, 2024

• Year 4 Annual Maintenance Fee: $2,400,000, due July 1, 2025

• Year 5 Annual Maintenance Fee: $2,400,000, due July 1, 2026

The Annual Maintenance Fee is non-refundable except as expressly set forth in Section 9.1(b) and Section 9.1(c). During any period of Dormancy Status under Section 9.4, the Annual Maintenance Fee shall be reduced to reflect the reduced scope of maintenance and support services, as further described in Section 9.4(c).

5.3 Integration Services Fees. Licensee shall pay Licensor the Integration Services fees set forth in the applicable SOW for all Integration Services performed by Licensor under this Agreement. The total Integration Services fee under Statement of Work No. 1 is Three Million Two Hundred Thousand Dollars ($3,200,000), payable in five (5) milestone-based installments in accordance with the milestone payment schedule set forth in Exhibit B and Statement of Work No. 1. Each milestone payment shall be due within thirty (30) days of Licensee's acceptance (or deemed acceptance pursuant to Section 3.2) of the applicable milestone deliverable. Integration Services fees for any subsequent SOW shall be as set forth in such SOW. All Integration Services fees shall be non-refundable upon acceptance of the applicable milestone deliverable, except as expressly set forth in Section 9.1(c).

5.4 Per-Unit Runtime Royalties. In addition to the Upfront License Fee, Annual Maintenance Fees, and Integration Services fees, Licensee shall pay Licensor a per-unit runtime royalty of Eighty Dollars ($80.00) per Unit shipped, sold, leased, or otherwise deployed incorporating the Licensed Software or any Derivative Work thereof (the "Runtime Royalty"). The aggregate Runtime Royalty payable by Licensee under this Agreement shall not exceed Four Million Dollars ($4,000,000) over the Term, calculated based on a maximum of fifty thousand (50,000) Units at Eighty Dollars ($80.00) per Unit ($80.00 × 50,000 = $4,000,000) (the "Royalty Cap"). Upon Licensee reaching the Royalty Cap, no further Runtime Royalty payments shall be due, and Licensee's reporting obligations under Section 4.5 shall continue solely for informational purposes. Runtime Royalty payments shall be due quarterly, within forty-five (45) days following the end of each calendar quarter, based on the Unit reports provided by Licensee under Section 4.5. Each Runtime Royalty payment shall be accompanied by a written statement identifying the number of Units shipped or deployed during the applicable quarter and the cumulative total of Units shipped or deployed since the Effective Date.

5.5 Total Deal Value. The total maximum fees payable by Licensee under this Agreement, inclusive of all fee components set forth in Sections 5.1 through 5.4, is Twenty Million Dollars ($20,000,000), reconciled as follows:

Note: The aggregate maximum of $20,000,000 includes up to $12,000,000 in Annual Maintenance and Support Fees over a five-year Term; however, the Year 1 fee of $2,400,000 and Year 2 fee of $2,400,000 are specifically referenced herein, with subsequent years' fees subject to the continuation of the Term. The actual aggregate fees payable may be less than $20,000,000 depending on the number of Units deployed and the duration of the Term.

5.6 Late Payment. Any amounts due and payable under this Agreement that are not paid when due shall bear interest from the date such amounts become due until the date of actual payment at the lesser of: (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), compounded monthly; or (b) the maximum rate of interest permitted by applicable law. The imposition of late payment interest shall not limit or waive any other rights or remedies available to Licensor with respect to Licensee's failure to make timely payment.

5.7 Taxes. All fees set forth in this Agreement are exclusive of applicable taxes. Licensee shall be responsible for and shall pay or reimburse Licensor for all sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), withholding taxes, and any other similar taxes, duties, levies, or governmental charges arising from the transactions contemplated by this Agreement, excluding taxes imposed on Licensor's net income. If Licensee is required by applicable law to withhold or deduct any tax from any payment due to Licensor, Licensee shall gross up such payment so that Licensor receives the full amount it would have received absent such withholding or deduction.

5.8 Fee Schedule. The detailed fee schedule, payment milestones, invoicing procedures, wire transfer instructions, and any applicable discounts or credits are set forth in Exhibit B attached hereto and incorporated herein by reference. In the event of any conflict between the fee amounts stated in this Article 5 and the amounts stated in Exhibit B, the amounts stated in this Article 5 shall control.

ARTICLE 6 — MAINTENANCE AND SUPPORT

6.1 Scope of Maintenance and Support. During the Term, and subject to Licensee's timely payment of the Annual Maintenance Fee and any modifications during Dormancy Status pursuant to Section 9.4, Licensor shall provide Licensee with the following maintenance and support services:

(a) Error Corrections, Bug Fixes, and Patches. Licensor shall investigate, diagnose, and provide error corrections, bug fixes, and patches for defects, errors, and malfunctions in the Licensed Software that are reported by Licensee through Licensor's designated support channels. Such error corrections, bug fixes, and patches shall be delivered to Licensee as maintenance releases within the Version 4.2.x release branch.

(b) Minor Updates and Maintenance Releases. Licensor shall provide Licensee with all minor updates and maintenance releases of the Licensed Software within the Version 4.2.x release branch (e.g., Version 4.2.1, 4.2.2, 4.2.3, and subsequent minor versions) as they become generally available to Licensor's customer base. Such updates and releases shall be accompanied by updated release notes and, where applicable, updated Documentation.

(c) Technical Support. Licensor shall provide Licensee with technical support via a dedicated support portal accessible to Licensee's authorized support contacts and a telephone hotline staffed by Licensor's qualified support engineers during Licensor's standard business hours: 8:00 AM to 6:00 PM Pacific Time, Monday through Friday, excluding Licensor's designated company holidays, which shall be communicated to Licensee annually in advance. Licensee shall be entitled to designate up to ten (10) authorized support contacts who may submit support requests and interact with Licensor's support team.

(d) Knowledge Base Access. Licensor shall provide Licensee with access to Licensor's online knowledge base, which includes technical articles, frequently asked questions, troubleshooting guides, best practices documentation, and documentation updates relevant to the Licensed Software.

(e) Priority Response Times. Licensor shall respond to support requests submitted by Licensee within the following target response times, based on the severity level assigned to each request:

• Severity 1 (Critical): A defect, error, or malfunction in the Licensed Software that causes a complete failure of the Licensed Software or a safety-critical system function, for which no workaround is available. Target initial response time: four (4) business hours from receipt of the support request. Licensor shall assign dedicated resources to work continuously toward resolution.

• Severity 2 (Major): A defect, error, or malfunction in the Licensed Software that significantly impairs a major feature or function, for which a workaround may be available but is not acceptable for production use. Target initial response time: one (1) business day from receipt of the support request.

• Severity 3 (Minor): A defect, error, or malfunction in the Licensed Software that causes a minor impairment of a non-critical feature or function, or a cosmetic issue. Target initial response time: three (3) business days from receipt of the support request.

6.2 Reduced Support During Dormancy. During any period of Dormancy Status under Section 9.4, maintenance and support services shall be reduced to critical-security-patch-only level, meaning that during such period, Licensor's sole maintenance and support obligation shall be to provide security patches necessary to address vulnerabilities with a Common Vulnerability Scoring System (CVSS) base score of 7.0 or higher, as determined by Licensor's security team in its reasonable judgment. All other maintenance and support services described in Section 6.1, including error corrections, bug fixes, minor updates, technical support, and knowledge base access, shall be suspended during Dormancy Status and shall resume upon reactivation of the license pursuant to Section 9.4(e).

6.3 Exclusions. Licensor shall have no obligation to provide maintenance and support for:

(a) Derivative Works created by Licensee or Licensee's contractors, except to the extent that such Derivative Works are expressly within the scope of an applicable SOW and the maintenance of such Derivative Works is included in the deliverables of such SOW;

(b) issues, errors, or malfunctions arising from Licensee's modification of the Licensed Software outside the scope of this Agreement, including modifications made without Licensor's knowledge or approval that are not documented as Derivative Works under Exhibit C;

(c) issues, errors, or malfunctions arising from third-party hardware, firmware, operating systems, drivers, or software not approved or certified by Licensor for use with the Licensed Software, or arising from Licensee's use of the Licensed Software in a hardware or software environment that does not conform to the specifications and compatibility requirements set forth in Exhibit A and the Documentation.

6.4 End-of-Life. Licensor shall provide Licensee with at least eighteen (18) months' advance written notice before discontinuing support for any version of the Licensed Software that is covered by this Agreement and for which Licensee is then receiving maintenance and support services. Upon delivery of an end-of-life notice, Licensor shall assist Licensee, at Licensee's request and expense, with the migration of the Licensed Software to a successor version, subject to the negotiation and execution of a separate SOW or amendment covering such migration services and any additional license fees that may apply to the successor version.

ARTICLE 7 — INTELLECTUAL PROPERTY OWNERSHIP

7.1 Licensor Ownership. As between the Parties, Licensor owns and shall retain all right, title, and interest in and to the Licensed Software, the Documentation, and all intellectual Property Rights therein and thereto, including without limitation all copyrights, patents, trade secrets, and other proprietary rights. Nothing in this Agreement shall be construed as an assignment, transfer, conveyance, or other disposition of ownership of the Licensed Software or any intellectual Property Rights therein from Licensor to Licensee. Licensee's rights in and to the Licensed Software are limited to the license rights expressly granted under Article 2 of this Agreement.

7.2 Derivative Works. Any Derivative Works created by Licensee's personnel (including but not limited to Licensee's engineers, developers, and authorized contractors) during the Term in connection with the integration of the Licensed Software into the Designated Vehicle Platforms shall be jointly owned by Licensor and Licensee. Each Party shall have the right to use, reproduce, modify, and distribute such jointly owned Derivative Works without the consent of or accounting to the other Party, subject to the following terms and conditions:

(a) Licensor shall retain a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, sublicense, and otherwise exploit all Derivative Works for any purpose, including but not limited to incorporation of such Derivative Works into Licensor's products and services for licensing to other customers, integration into future versions of the Licensed Software, and use in connection with Licensor's research and development activities. This license shall survive termination or expiration of this Agreement.

(b) Licensee shall retain the right to use, reproduce, modify, and distribute all Derivative Works in connection with the Designated Vehicle Platforms and Project Argonaut during the Term and, following termination or expiration, subject to the post-termination license rights set forth in Section 9.5(c).

(c) The terms governing the identification, documentation, and disclosure of Derivative Works, including the process for determining whether a particular work product constitutes a Derivative Work, the format and timing of disclosures, and the procedures for resolving disputes regarding classification, are further set forth in Exhibit C attached hereto.

7.3 Licensee Background IP. Nothing in this Agreement shall affect, limit, or transfer Licensee's ownership of pre-existing intellectual property, tools, methodologies, software, hardware designs, or works of authorship that are not Derivative Works (collectively, "Licensee Background IP"). For the avoidance of doubt, software, tools, libraries, methodologies, algorithms, or other works of authorship created by Licensee independently of the Licensed Software and without incorporating, being based upon, or being derived from the Licensed Software, its Source Code, its object code, or its Documentation shall not constitute Derivative Works, even if such works are designed to interoperate with or are used in conjunction with the Licensed Software, provided that such interoperation occurs solely through published, documented application programming interfaces (APIs) without access to or use of the internal source code, data structures, or algorithms of the Licensed Software.

7.4 Inventions. Any inventions, improvements, or discoveries (whether or not patentable) made jointly by personnel of both Parties during the performance of Integration Services under one or more Statements of Work shall be jointly owned by the Parties and shall be subject to terms and conditions analogous to those set forth in Section 7.2, including each Party's right to use, license, and exploit such joint inventions without the consent of or accounting to the other Party. The Parties shall cooperate in good faith in the preparation, filing, prosecution, and maintenance of any patent applications covering jointly owned inventions, and shall share equally in the costs thereof unless otherwise agreed in writing.

7.5 No Implied Licenses. Except as expressly set forth in this Agreement, neither Party grants to the other Party any implied licenses, rights, or interests under any intellectual Property Rights, whether by implication, estoppel, exhaustion, or otherwise.

ARTICLE 8 — TERM

8.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of five (5) years, expiring on June 20, 2027, unless earlier terminated in accordance with Article 9 of this Agreement (the "Term"). The rights and obligations of the Parties during the Term shall be as set forth in this Agreement, the Exhibits, and the Statements of Work.

8.2 Renewal. The Parties may renew this Agreement for successive one (1)-year periods upon mutual written agreement executed by authorized representatives of both Parties at least ninety (90) days prior to the expiration of the then-current Term or renewal period. The renewal fees, including any adjustments to the Annual Maintenance Fee, Runtime Royalty rates, and other fee components, shall be negotiated in good faith by the Parties in connection with each renewal. Neither Party shall have any obligation to renew this Agreement, and the failure to agree upon renewal terms shall not constitute a breach of this Agreement by either Party.

ARTICLE 9 — TERMINATION

9.1 Termination for Convenience.

(a) Either Party may terminate this Agreement for convenience, without cause, upon one hundred eighty (180) days' prior written notice to the other Party, delivered in accordance with Section 15.7.

(b) Fee Forfeiture upon Early Termination by Licensee. If Licensee terminates this Agreement for convenience pursuant to Section 9.1(a), or if Licensor terminates this Agreement pursuant to Section 4.3(b) due to Licensee's failure to satisfy the use-it-or-lose-it obligation, prior to the twenty-four (24)-month anniversary of the Effective Date (i.e., prior to June 21, 2024), Licensee shall forfeit all prepaid fees, including the Upfront License Fee, all paid Annual Maintenance Fees, and all paid Integration Services fees, and such amounts shall be non-refundable, non-creditable, and not subject to offset against any other amounts that may be due or owing between the Parties. This forfeiture provision reflects the Parties' agreement that Licensor has incurred and will continue to incur significant costs and foregone opportunities in connection with the license grant and Integration Services, and that the forfeiture amount represents a reasonable estimate of Licensor's damages and is not a penalty. If Licensee terminates this Agreement for convenience on or after the twenty-four (24)-month anniversary of the Effective Date, Licensee shall be entitled to a pro-rata refund of any prepaid Annual Maintenance Fees allocable to the period following the effective date of termination, calculated on a daily basis, but the Upfront License Fee and all paid Integration Services fees shall remain non-refundable.

(c) Refund upon Termination by Licensor for Convenience. If Licensor terminates this Agreement for convenience pursuant to Section 9.1(a), Licensor shall refund to Licensee: (i) a pro-rata portion of the Upfront License Fee, calculated based on the ratio of the remaining unexpired portion of the Term (measured from the effective date of termination to June 20, 2027) to the total five (5)-year Term; plus (ii) a pro-rata refund of any prepaid Annual Maintenance Fees allocable to the period following the effective date of termination. Such refund shall be paid within sixty (60) days following the effective date of termination.

9.2 Termination for Cause. Either Party may terminate this Agreement upon sixty (60) days' prior written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such material breach within such sixty (60)-day notice period. The notice of termination for cause shall specify in reasonable detail the nature of the breach. If the breach is cured within the sixty (60)-day cure period, the notice of termination shall be deemed withdrawn and this Agreement shall continue in full force and effect. For purposes of this Section, a "material breach" includes, without limitation: (a) Licensee's failure to pay any undisputed amount due under this Agreement within thirty (30) days after receipt of written notice of such non-payment; (b) Licensee's use of the Licensed Software outside the scope of the license granted under Article 2; (c) a breach of Article 10 (Confidentiality) by either Party; and (d) Licensor's failure to provide maintenance and support services in accordance with Article 6 for a period exceeding sixty (60) consecutive days.

9.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:

(a) becomes insolvent or is generally unable to pay its debts as they become due;

(b) makes a general assignment for the benefit of creditors;

(c) files a voluntary petition in bankruptcy or has filed against it an involuntary petition in bankruptcy or any similar proceeding under applicable insolvency laws, and such involuntary petition is not dismissed within sixty (60) days of filing; or

(d) has a receiver, trustee, custodian, or similar officer appointed for all or a substantial part of its business or assets.

9.4 Dormancy.

(a) Dormancy Trigger. If Licensee suspends active integration of the Licensed Software into any Designated Vehicle Platform for more than one hundred twenty (120) consecutive days without providing Licensor with prior written notice of such suspension (a "Dormancy Trigger"), Licensor may, upon written notice to Licensee, convert the license granted under Article 2 to "Dormancy Status." For purposes of this Section, "active integration" means ongoing engineering activities directed toward the development, testing, validation, or production deployment of the Licensed Software on one or more Designated Vehicle Platforms, as evidenced by engineering commits, test activity, bug reports, or other objective indicia of development activity.

(b) Voluntary Dormancy. Licensee may avoid the Dormancy Trigger by providing Licensor with written notice of a planned or actual suspension of integration activities prior to the expiration of the one hundred twenty (120)-day period, in which case the license shall be placed in Dormancy Status as of the date specified in Licensee's notice or, if no date is specified, the date of Licensor's written acknowledgment of such notice. Such notice shall include a description of the reasons for the suspension, the expected duration, and the anticipated date of resumption of integration activities.

(i) Maintenance and support services shall be reduced to critical-security-patch-only level as described in Section 6.2, and the Annual Maintenance Fee shall be reduced to fifty percent (50%) of the standard rate (i.e., $1,200,000 per year, prorated for partial periods) for the duration of Dormancy Status;

(ii) All milestone deadlines, delivery schedules, and performance timelines under any SOW that is then in effect shall be tolled and suspended for the duration of Dormancy Status, and such deadlines and timelines shall be extended by a period equal to the duration of Dormancy Status upon reactivation;

(iii) Licensee's right to access Source Code of the Licensed Software shall be suspended during Dormancy Status, except that Licensee shall retain the right to access Source Code solely for purposes of maintaining, debugging, and supporting previously integrated code in Designated Vehicle Platforms for which integration was completed prior to the commencement of Dormancy Status;

(iv) Licensee shall retain the right to use the Licensed Software as embedded in object code form in any Designated Vehicle Platform for which integration was completed and Units were shipped or deployed prior to the commencement of Dormancy Status, and Licensee's obligation to pay Runtime Royalties on such Units shall continue uninterrupted during Dormancy Status.

(d) Duration of Dormancy. Dormancy Status may not exceed twelve (12) consecutive months. Upon the expiration of the twelve (12)-month dormancy period, the Parties shall engage in good faith negotiations regarding the reactivation of the license and the resumption of integration activities, including any necessary revisions to the scope of the license, the Integration Services, the project timeline, and the applicable fees. If the Parties are unable to reach agreement on the terms of reactivation within sixty (60) days after the expiration of the twelve (12)-month dormancy period:

(i) either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party; and

(ii) the fee consequences of such termination shall be governed by Section 9.1(b), determined as of the date of termination (i.e., based on whether the termination occurs before or after the twenty-four (24)-month anniversary of the Effective Date).

(e) Reactivation. Licensee may reactivate the license at any time during Dormancy Status by providing Licensor with sixty (60) days' prior written notice of its intent to resume integration activities. Upon reactivation: (i) all tolled milestone deadlines and timelines under any SOW shall resume and shall be extended by a period equal to the duration of Dormancy Status; (ii) maintenance and support services shall be restored to the full scope described in Section 6.1; (iii) Licensee's right to access Source Code shall be fully restored; and (iv) Licensee shall resume payment of Annual Maintenance Fees at the full rate specified in Section 5.2, commencing on the date of reactivation and prorated for any partial period.

9.5 Effect of Termination. Upon termination or expiration of this Agreement for any reason:

(a) all license rights granted under Article 2 of this Agreement shall immediately terminate, and Licensee shall immediately cease all use of the Licensed Software and Source Code, except as expressly provided in Section 9.5(c);

(b) Licensee shall promptly return to Licensor or, at Licensor's election, destroy all copies of the Licensed Software (in both Source Code and object code form), Documentation, and Confidential Information of Licensor in Licensee's possession, custody, or control, including all copies stored on Licensee's servers, workstations, backup media, and cloud storage systems. Licensee shall certify in writing to Licensor, executed by an authorized officer of Licensee, within thirty (30) days following the effective date of termination, that all such copies have been returned or destroyed and that Licensee has not retained any copies, extracts, or summaries of the Licensed Software, Source Code, or Documentation, except as permitted under Section 9.5(c);

(c) notwithstanding the termination of license rights under Section 9.5(a), Licensee shall retain a limited, non-exclusive, non-transferable, royalty-free license for a period of twenty-four (24) months following the effective date of termination (the "Post-Termination Support Period") solely to: (i) use the Licensed Software in object code form as embedded in Units that were shipped or deployed prior to the effective date of termination; (ii) reproduce and distribute bug fixes and patches to the Licensed Software solely for the purpose of providing field maintenance and support for such Units; and (iii) retain one (1) archival copy of the Source Code solely for purposes of maintaining and supporting such Units during the Post-Termination Support Period. Upon expiration of the Post-Termination Support Period, Licensee shall return or destroy all remaining copies of the Licensed Software and Source Code and certify such return or destruction in writing as described in Section 9.5(b);

(d) the following provisions shall survive termination or expiration of this Agreement and shall continue in full force and effect: Article 1 (Definitions, to the extent necessary to interpret surviving provisions), Article 7 (Intellectual Property Ownership), Article 10 (Confidentiality), Article 11 (Representations, Warranties, and Disclaimers, solely with respect to disclaimers), Article 12 (Indemnification), Article 13 (Limitation of Liability), Article 14 (Dispute Resolution), Article 15 (General Provisions), and this Section 9.5.

ARTICLE 10 — CONFIDENTIALITY

10.1 Obligations. Each Party (the "Receiving Party") shall hold the other Party's (the "Disclosing Party") Confidential Information in strict confidence using at least the same degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party except to its employees, officers, directors, agents, contractors, consultants, legal counsel, financial advisors, and auditors who: (a) have a bona fide need to know such Confidential Information in connection with the performance of obligations or exercise of rights under this Agreement; and (b) are bound by written confidentiality obligations at least as restrictive as those set forth in this Article 10. The Receiving Party shall be responsible for any breach of the confidentiality obligations of this Article 10 by any person or entity to whom the Receiving Party has disclosed Confidential Information. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.

10.2 Exceptions. The obligations of confidentiality set forth in Section 10.1 shall not apply to any information that the Receiving Party can demonstrate:

(a) is or becomes publicly available or part of the public domain through no act, omission, or fault of the Receiving Party or any person or entity to whom the Receiving Party has disclosed such information;

(b) was already known to the Receiving Party, without restriction on use or disclosure, prior to its receipt from the Disclosing Party, as evidenced by the Receiving Party's written records;

(c) is independently developed by the Receiving Party without use of, reference to, or access to any Confidential Information of the Disclosing Party, as evidenced by the Receiving Party's written records; or

(d) is lawfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party with respect to such information and who has the right to disclose such information without restriction.

10.3 Compelled Disclosure. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, subpoena, or court or administrative order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement, to the extent legally permitted, so that the Disclosing Party may seek a protective order, confidential treatment, or other appropriate remedy; (b) cooperates with the Disclosing Party's reasonable efforts to obtain such protective treatment at the Disclosing Party's expense; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed. Any Confidential Information disclosed pursuant to a legal requirement shall retain its confidential character for all other purposes under this Agreement.

10.4 Term of Confidentiality. The confidentiality obligations set forth in this Article 10 shall survive expiration or termination of this Agreement for a period of five (5) years following the effective date of such expiration or termination; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law (including, without limitation, the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., and applicable state trade secrets laws), the confidentiality obligations shall continue for as long as such information qualifies as a trade secret under applicable law.

ARTICLE 11 — REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS

11.1 Mutual Representations. Each Party represents and warrants to the other Party that, as of the Effective Date:

(a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;

(b) it has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action;

(c) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity; and

(d) the execution, delivery, and performance of this Agreement do not and will not conflict with, violate, or result in a breach of any agreement, obligation, or commitment t

MASTER EMBEDDED SOFTWARE LICENSE AND SERVICES AGREEMENT
Execution Version
June 21, 2022
This Master Embedded Software License and Services Agreement (this "Agreement") is entered into as of June 21, 2022 (the "Effective Date"), by and between:
MERIDIAN CODE TECHNOLOGIES, INC., a California corporation ("Licensor," "MeridianCode," or "MCT"), with its principal place of business at 2750 Orchard Blvd., Suite 400, Santa Clara, CA 95054;
and
VANTAGE MOBILITY SYSTEMS CORP., a Delaware corporation ("Licensee," "VMS," or "Vantage"), with its principal place of business at 4100 Industrial Parkway, Sterling Heights, MI 48312.
Licensor and Licensee are each referred to herein individually as a "Party" and collectively as the "Parties."
Right-click to update Table of Contents
RECITALS
WHEREAS, Licensor is engaged in the business of developing, licensing, and supporting embedded software and real-time operating systems for automotive, aerospace, and industrial applications, and owns and licenses the ATLAS-RT™ embedded real-time operating system, a high-performance, safety-certified real-time operating system designed for deployment in mission-critical embedded computing environments;
WHEREAS, Licensee is engaged in the business of automotive manufacturing, specializing in the design, engineering, production, and sale of adaptive mobility vehicles for customers with diverse mobility needs, and desires to integrate Licensor's ATLAS-RT™ embedded RTOS into Licensee's next-generation adaptive vehicle platform program internally designated "Project Argonaut";
WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a license to use the Licensed Software (as defined herein) in connection with the development, manufacture, and deployment of up to five (5) designated vehicle platform configurations under Project Argonaut, encompassing a range of adaptive mobility vehicle configurations targeting both consumer and commercial fleet markets;
WHEREAS, Licensor will also provide certain integration services, including software porting, driver adaptation, board support package customization, and ongoing maintenance and support, in connection with the Licensed Software;
WHEREAS, the Parties desire to set forth the terms and conditions governing the license, services, fees, intellectual property rights, confidentiality, indemnification, limitation of liability, and related matters in a comprehensive agreement reflecting the Parties' mutual intentions and the commercial significance of the transactions contemplated herein;
NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
ARTICLE 1 — DEFINITIONS
As used in this Agreement, the following terms shall have the meanings set forth below. Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the context in which they appear.
1.1 "Affiliate" means, with respect to any Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or equivalent ownership interests of an entity, or the power to direct or cause the direction of the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.
1.2 "ATLAS-RT" or "Licensed Software" means the ATLAS-RT™ embedded real-time operating system, Version 4.2, as more fully described in the specifications, feature set descriptions, and component listings set forth in Exhibit A attached hereto, together with all subsequent minor updates, patches, bug fixes, error corrections, and maintenance releases provided by Licensor to Licensee under this Agreement during the Term, including but not limited to Version 4.2.1, Version 4.2.2, Version 4.2.3, and subsequent minor versions within the Version 4.2.x release branch. For the avoidance of doubt, "Licensed Software" does not include major version releases (e.g., Version 5.0) unless separately licensed by the Parties in writing.
1.3 "Confidential Information" means all non-public technical, business, financial, operational, and proprietary information disclosed by either Party to the other Party, whether disclosed orally, in writing, electronically, or by any other means, and whether or not marked or designated as "confidential," "proprietary," or with any similar legend, including without limitation: source code, object code, algorithms, data structures, software architectures, specifications, designs, schematics, formulas, techniques, know-how, documentation, pricing information, fee schedules, customer and supplier information, strategic plans, marketing plans, financial statements, projections, and the terms and conditions of this Agreement.
1.4 "Derivative Work" means any modification, adaptation, extension, enhancement, improvement, translation, abridgment, condensation, expansion, or other work based upon or derived from the Licensed Software, including without limitation any software module, library, driver, component, or application that incorporates, statically or dynamically links to, or is specifically designed to interoperate with the Licensed Software source code in a manner that requires access to or knowledge of the internal interfaces, data structures, or algorithms of the Licensed Software. The criteria and procedures for identifying and classifying Derivative Works are further described in Exhibit C attached hereto.
1.5 "Designated Vehicle Platforms" means up to five (5) vehicle platform configurations identified by Licensee under Project Argonaut for integration of the Licensed Software, initially designated as Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E, as such designations and associated hardware and software specifications may be modified by written agreement of the Parties from time to time during the Term.
1.6 "Documentation" means all user manuals, technical specifications, integration guides, API references, programmer guides, installation instructions, release notes, and other written or electronic materials provided by Licensor to Licensee in connection with the Licensed Software, whether delivered at the time of initial delivery of the Licensed Software or subsequently during the Term as part of maintenance and support services.
1.7 "Dormancy Status" means the status described in Section 9.4 of this Agreement, under which certain license rights, maintenance and support obligations, and milestone deadlines are modified or suspended in accordance with the provisions set forth therein.
1.8 "Effective Date" means June 21, 2022, the date first written above.
1.9 "Integration Services" means the professional services to be provided by Licensor to Licensee pursuant to one or more Statements of Work executed under this Agreement, as more fully described in Article 3 hereof, including without limitation software porting, driver development, board support package customization, hardware abstraction layer adaptation, integration testing support, and related engineering services.
1.10 "intellectual Property Rights" means all patents, patent applications, copyrights, copyright registrations and applications, trade secrets, trademarks, service marks, trade dress, mask work rights, database rights, moral rights, rights of publicity, and all other intellectual property rights of any kind or nature recognized in any jurisdiction under applicable law, whether now known or hereafter arising, including all applications, registrations, renewals, extensions, continuations, divisions, and reissues of any of the foregoing.
1.11 "Milestone" means a deliverable, work product, or achievement and associated acceptance criteria as set forth in a Statement of Work, completion of which triggers a corresponding milestone payment obligation under the applicable fee schedule.
1.12 "Project Argonaut" means Licensee's internal next-generation adaptive vehicle platform program, under which Licensee is developing and commercializing a family of adaptive mobility vehicles incorporating advanced electronic control systems, drive-by-wire technologies, and integrated vehicle management platforms.
1.13 "Runtime Royalty" means the per-unit fee payable by Licensee to Licensor for each Unit of a Designated Vehicle Platform incorporating the Licensed Software (or any Derivative Work thereof) that is shipped, sold, deployed, or otherwise placed into commercial service, as more fully described in Section 5.4 of this Agreement.
1.14 "Source Code" means the human-readable form of the Licensed Software, including all source files, header files, configuration files, build scripts, makefiles, comments, annotations, inline documentation, and build instructions necessary to compile, link, and produce executable object code from the Licensed Software.
1.15 "Statement of Work" or "SOW" means each statement of work executed by authorized representatives of both Parties under this Agreement, describing the scope, deliverables, milestones, timelines, personnel requirements, acceptance criteria, and fees for Integration Services to be performed by Licensor.
1.16 "Term" means the period described in Section 8.1 of this Agreement.
1.17 "Territory" means worldwide, without geographic restriction, subject to compliance with applicable export control laws and regulations as set forth in Section 15.14.
1.18 "Unit" means a single production vehicle incorporating a Designated Vehicle Platform in which the Licensed Software (or any Derivative Work thereof) is embedded in object code form and installed for operational use, whether such vehicle is shipped, sold, leased, or otherwise placed into commercial service by Licensee or its authorized distributors or dealers.
ARTICLE 2 — LICENSE GRANT
2.1 License Grant. Subject to the terms and conditions of this Agreement and Licensee's timely payment of all applicable fees set forth in Article 5 and the applicable Exhibits and Statements of Work, Licensor hereby grants to Licensee a non-exclusive, non-transferable (except as expressly set forth in Section 12.6 and Section 15.6), worldwide license during the Term to:
(a) use, reproduce, modify, and create Derivative Works of the Source Code of the Licensed Software solely for purposes of integrating the Licensed Software into the Designated Vehicle Platforms under Project Argonaut, including without limitation porting, adapting, configuring, compiling, and testing the Licensed Software in connection with the hardware and software environments of the Designated Vehicle Platforms;
(b) compile, link, and embed the Licensed Software (including any Derivative Works permitted under this Agreement) in object code form into the firmware, flash memory, or other non-volatile storage of the electronic control units, processors, or computing modules of the Designated Vehicle Platforms;
(c) manufacture, have manufactured (through authorized contract manufacturers), distribute, sell, lease, and otherwise commercially exploit Units containing the Licensed Software in embedded object code form, subject to payment of Runtime Royalties as set forth in Section 5.4;
(d) use and reproduce the Documentation internally for purposes of exercising the foregoing rights, including without limitation making a reasonable number of copies of the Documentation for use by Licensee's engineering, quality assurance, manufacturing, and support personnel.
2.2 Scope Limitation. The license granted in Section 2.1 is expressly limited to integration of the Licensed Software into up to five (5) Designated Vehicle Platforms as identified by Licensee in accordance with Section 4.2. Any use of the Licensed Software beyond the scope of the five (5) Designated Vehicle Platforms, including without limitation integration into additional vehicle platforms, product lines, or applications outside of Project Argonaut, shall require Licensor's prior written consent and shall be subject to the negotiation and payment of additional license fees and, if applicable, additional Runtime Royalties. Licensee acknowledges that the fees set forth in Article 5 have been calculated based on the scope limitation set forth in this Section 2.2 and that any expansion of scope represents a material change warranting additional compensation to Licensor.
2.3 Reservation of Rights. All rights in and to the Licensed Software, Documentation, and associated intellectual Property Rights not expressly granted to Licensee under this Agreement are reserved by Licensor. Licensee acknowledges and agrees that the Licensed Software and Documentation are proprietary to Licensor and that Licensor retains all right, title, and interest therein, subject only to the limited license rights expressly granted herein. Without limiting the generality of the foregoing, Licensor reserves the right to license the Licensed Software to third parties, including competitors of Licensee, without restriction.
2.4 Open-Source Restrictions. Licensee shall not combine, link, integrate, or otherwise use the Licensed Software (or any portion thereof) with or in conjunction with any open-source software, free software, or community source code in a manner that would: (a) require the Licensed Software, or any portion thereof, to be disclosed, distributed, or made available in Source Code form; (b) require the Licensed Software, or any portion thereof, to be licensed for the purpose of making derivative works; (c) impose any restriction on the consideration to be charged for the distribution of the Licensed Software; or (d) otherwise impose any obligation or restriction on Licensor or the Licensed Software under the terms of any open-source license, including without limitation the GNU General Public License (GPL), the GNU Lesser General Public License (LGPL), the Mozilla Public License (MPL), the Common Development and Distribution License (CDDL), or any similar license. Licensee shall maintain and make available to Licensor upon request a current list of all open-source software components used in connection with each Designated Vehicle Platform, together with the applicable license terms for each such component.
2.5 No Sublicensing. Licensee may not sublicense any rights granted under this Agreement to any third party without Licensor's prior written consent, which may be withheld in Licensor's sole discretion; provided, however, that Licensee may permit its authorized contractors, subcontractors, and outsourced engineering service providers to access and use the Licensed Software and Source Code solely for the purpose of performing integration, testing, and related engineering activities on behalf of Licensee in connection with the Designated Vehicle Platforms, subject to the following conditions: (a) each such contractor shall have executed a written confidentiality and intellectual property assignment agreement with Licensee containing terms no less restrictive than those set forth in Article 10 (Confidentiality) and Article 7 (Intellectual Property Ownership) of this Agreement; (b) Licensee shall remain fully responsible for any acts or omissions of such contractors with respect to the Licensed Software; and (c) Licensee shall provide Licensor with written notice identifying each contractor that will have access to the Source Code, such notice to be provided at least ten (10) business days prior to granting such access.
ARTICLE 3 — INTEGRATION SERVICES
3.1 Statements of Work. Licensor shall provide Integration Services to Licensee as described in one or more Statements of Work to be executed by authorized representatives of both Parties during the Term. Each SOW shall set forth, at a minimum, the following: (a) a description of the Integration Services to be performed; (b) the specific deliverables and work products to be provided by Licensor; (c) milestones, acceptance criteria, and the applicable timeline for completion; (d) the fees and payment terms for such Integration Services; (e) the Licensor personnel assigned to perform the Integration Services, including identification of key personnel; and (f) any Licensee cooperation obligations specific to the SOW. The initial Statement of Work, designated Statement of Work No. 1 (Integration Services for Project Argonaut), is attached hereto as a separate document incorporated by reference into this Agreement and shall govern the initial phase of integration activities for the Designated Vehicle Platforms.
3.2 Milestones and Acceptance. Each SOW shall identify specific deliverables, milestones, and acceptance criteria applicable to the Integration Services to be performed thereunder. Licensor shall deliver each milestone deliverable to Licensee in accordance with the timeline set forth in the applicable SOW. Licensee shall have fifteen (15) business days following delivery of each milestone deliverable (the "Acceptance Period") to review and evaluate such deliverable against the acceptance criteria specified in the SOW and to either: (a) accept the deliverable by providing written notice of acceptance to Licensor; or (b) reject the deliverable by providing written notice of rejection to Licensor, which notice shall include a reasonably detailed description of the deficiencies or non-conformities with the applicable acceptance criteria. If Licensee fails to provide written notice of acceptance or rejection within the Acceptance Period, the applicable milestone deliverable shall be deemed accepted as of the expiration of the Acceptance Period. In the event of rejection, Licensor shall use commercially reasonable efforts to correct the identified deficiencies and redeliver the milestone deliverable within a reasonable period, and the acceptance process shall repeat. If a milestone deliverable is rejected more than two (2) times for the same deficiency, the Parties shall escalate the matter in accordance with the dispute resolution procedures set forth in Article 14.
3.3 Licensor Personnel. Licensor shall assign qualified personnel with appropriate skills, experience, and expertise to perform the Integration Services described in each SOW. Licensor shall identify key personnel in each SOW, and such key personnel shall not be reassigned, replaced, or removed from the engagement without Licensee's prior written consent, which consent shall not be unreasonably withheld, conditioned, or delayed. In the event that a key personnel member becomes unavailable due to resignation, termination, disability, or other circumstances beyond Licensor's reasonable control, Licensor shall promptly notify Licensee and propose a replacement of comparable qualifications and experience for Licensee's approval.
3.4 Licensee Cooperation. Licensee acknowledges that Licensor's ability to perform the Integration Services depends upon Licensee's timely cooperation and assistance. Licensee shall provide Licensor with reasonable access to Licensee's facilities (including engineering laboratories, test environments, and hardware-in-the-loop test benches), personnel (including Licensee's software integration engineers, hardware engineers, and quality assurance personnel), systems (including source code repositories, build servers, and testing infrastructure), and information (including hardware specifications, schematics, bus protocols, and peripheral device documentation) as reasonably necessary for Licensor to perform the Integration Services in accordance with the applicable SOW. Licensee's failure to provide timely cooperation shall entitle Licensor to an equitable adjustment of applicable milestone deadlines and, if such failure results in additional costs, to additional compensation as agreed in a written change order.
3.5 Change Orders. Any changes to the scope, deliverables, milestones, timelines, fees, or other terms of an SOW shall be documented in a written change order executed by authorized representatives of both Parties. Each change order shall specify in reasonable detail: (a) the proposed change; (b) the impact of such change on the project schedule, if any; (c) the impact of such change on fees, if any; (d) the impact of such change on deliverables and acceptance criteria, if any; and (e) any other terms and conditions applicable to the change. No change to an SOW shall be effective unless documented in a written change order signed by both Parties. The Parties acknowledge that the change order process is intended to ensure transparency and mutual agreement with respect to scope modifications and to prevent scope creep that could adversely affect the project timeline, budget, or quality.
ARTICLE 4 — LICENSEE OBLIGATIONS AND PLATFORM REQUIREMENTS
4.1 Project Argonaut Coordination. Licensee shall designate a project manager to serve as the primary point of contact for all communications and coordination activities with Licensor's Integration Services team throughout the Term. Licensee's initial project contact for purposes of this Agreement shall be Licensee's Director of Software Integration Engineering, or such other individual as Licensee may designate in writing from time to time. The designated project manager shall have sufficient authority and access to Licensee's internal resources to facilitate timely decision-making, issue resolution, and information exchange in connection with the integration of the Licensed Software into the Designated Vehicle Platforms. Licensee shall ensure that the designated project manager is available for regularly scheduled status meetings, technical reviews, and milestone acceptance activities as required under the applicable SOW.
4.2 Platform Designation. Within thirty (30) days of the Effective Date, Licensee shall provide Licensor with written notice identifying each Designated Vehicle Platform (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E) and the associated hardware specifications, processor architectures, peripheral device configurations, communication bus protocols, memory maps, and integration requirements applicable to each such platform. Licensee shall update such information in writing promptly upon any material change to the hardware specifications or integration requirements of any Designated Vehicle Platform. Licensor shall have no obligation to commence Integration Services with respect to any Designated Vehicle Platform until Licensee has provided the information required by this Section 4.2 for such platform.
4.3 Use-It-or-Lose-It Obligation. Licensee shall commence integration testing of the Licensed Software on at least two (2) Designated Vehicle Platforms within eighteen (18) months of the Effective Date (i.e., by December 21, 2023) (the "Integration Testing Deadline"). For purposes of this Section 4.3, "commence integration testing" means the initiation of alpha-level functional testing of the Licensed Software in a representative hardware-in-the-loop (HIL) or equivalent test environment for the applicable Designated Vehicle Platform, as evidenced by written test plans, test logs, or other objective documentation demonstrating that functional testing has been initiated and is actively in progress. The Parties acknowledge that this provision is intended to ensure that the license rights granted under this Agreement are actively utilized in furtherance of Project Argonaut and to prevent the warehousing or shelving of the Licensed Software without active development and integration efforts.
Failure by Licensee to satisfy the requirement set forth in this Section 4.3 by the Integration Testing Deadline shall entitle Licensor, at its sole option, to:
(a) reduce the scope of the license granted under Section 2.1 from five (5) Designated Vehicle Platforms to the number of Designated Vehicle Platforms on which integration testing has actually commenced as of the Integration Testing Deadline, in which case the Parties shall execute a written amendment reflecting the reduced scope, and Licensee shall have no further right to integrate the Licensed Software into any additional Designated Vehicle Platform without Licensor's prior written consent and payment of additional license fees; or
(b) terminate this Agreement upon sixty (60) days' prior written notice to Licensee, in which case the fee forfeiture provisions of Section 9.1(b) shall apply to all prepaid fees, and Licensee shall have no right to any refund, credit, or offset with respect to such fees.
4.4 Reporting. Licensee shall provide Licensor with quarterly written progress reports on integration activities for each Designated Vehicle Platform. Such reports shall include, at a minimum: (a) the current status of integration activities for each Designated Vehicle Platform; (b) a summary of milestones achieved and milestones remaining; (c) any material issues, risks, or delays encountered during the reporting period; and (d) the expected timeline for completing integration on each Designated Vehicle Platform. Quarterly reports shall be delivered within fifteen (15) days following the end of each calendar quarter during the Term.
4.5 Unit Reporting. Licensee shall provide Licensor with quarterly reports of Units shipped, sold, leased, or otherwise deployed, for purposes of calculating Runtime Royalties under Section 5.4. Such reports shall include, at a minimum: (a) the total number of Units shipped or deployed during the applicable calendar quarter, broken down by Designated Vehicle Platform; (b) the cumulative number of Units shipped or deployed since the Effective Date; and (c) such other information as Licensor may reasonably request to verify the accuracy of Runtime Royalty calculations. Unit reports shall be delivered within thirty (30) days following the end of each calendar quarter during the Term and for a period of twelve (12) months following termination or expiration of this Agreement with respect to Units shipped prior to termination or expiration. Licensor shall have the right, upon reasonable notice and at Licensor's expense (unless an audit reveals a deficiency exceeding five percent (5%), in which case Licensee shall bear the costs), to audit Licensee's books and records related to Unit shipments and deployments no more than once per calendar year.
ARTICLE 5 — FEES AND PAYMENT
5.1 Upfront License Fee. In consideration of the license rights granted under Article 2, Licensee shall pay Licensor a one-time, non-refundable (except as expressly set forth in Section 9.1) upfront license fee of Eight Million Dollars ($8,000,000) (the "Upfront License Fee"). The Upfront License Fee shall be due and payable in full upon execution of this Agreement, by wire transfer of immediately available funds to the account designated by Licensor in writing. The Upfront License Fee shall be deemed earned by Licensor upon receipt and shall not be subject to refund, credit, or offset except as expressly provided in Section 9.1(c) or Section 12.4.
5.2 Annual Maintenance and Support Fee. In consideration of the maintenance and support services described in Article 6, Licensee shall pay Licensor an annual maintenance and support fee of Two Million Four Hundred Thousand Dollars ($2,400,000) per year (each, an "Annual Maintenance Fee"). The Annual Maintenance Fee for the first year of the Term (Year 1) shall be due and payable on July 15, 2022. The Annual Maintenance Fee for each subsequent year of the Term shall be due and payable on each anniversary of July 1 during the Term, as follows:
•  Year 1 Annual Maintenance Fee: $2,400,000, due July 15, 2022
•  Year 2 Annual Maintenance Fee: $2,400,000, due July 1, 2023
•  Year 3 Annual Maintenance Fee: $2,400,000, due July 1, 2024
•  Year 4 Annual Maintenance Fee: $2,400,000, due July 1, 2025
•  Year 5 Annual Maintenance Fee: $2,400,000, due July 1, 2026
The Annual Maintenance Fee is non-refundable except as expressly set forth in Section 9.1(b) and Section 9.1(c). During any period of Dormancy Status under Section 9.4, the Annual Maintenance Fee shall be reduced to reflect the reduced scope of maintenance and support services, as further described in Section 9.4(c).
5.3 Integration Services Fees. Licensee shall pay Licensor the Integration Services fees set forth in the applicable SOW for all Integration Services performed by Licensor under this Agreement. The total Integration Services fee under Statement of Work No. 1 is Three Million Two Hundred Thousand Dollars ($3,200,000), payable in five (5) milestone-based installments in accordance with the milestone payment schedule set forth in Exhibit B and Statement of Work No. 1. Each milestone payment shall be due within thirty (30) days of Licensee's acceptance (or deemed acceptance pursuant to Section 3.2) of the applicable milestone deliverable. Integration Services fees for any subsequent SOW shall be as set forth in such SOW. All Integration Services fees shall be non-refundable upon acceptance of the applicable milestone deliverable, except as expressly set forth in Section 9.1(c).
5.4 Per-Unit Runtime Royalties. In addition to the Upfront License Fee, Annual Maintenance Fees, and Integration Services fees, Licensee shall pay Licensor a per-unit runtime royalty of Eighty Dollars ($80.00) per Unit shipped, sold, leased, or otherwise deployed incorporating the Licensed Software or any Derivative Work thereof (the "Runtime Royalty"). The aggregate Runtime Royalty payable by Licensee under this Agreement shall not exceed Four Million Dollars ($4,000,000) over the Term, calculated based on a maximum of fifty thousand (50,000) Units at Eighty Dollars ($80.00) per Unit ($80.00 × 50,000 = $4,000,000) (the "Royalty Cap"). Upon Licensee reaching the Royalty Cap, no further Runtime Royalty payments shall be due, and Licensee's reporting obligations under Section 4.5 shall continue solely for informational purposes. Runtime Royalty payments shall be due quarterly, within forty-five (45) days following the end of each calendar quarter, based on the Unit reports provided by Licensee under Section 4.5. Each Runtime Royalty payment shall be accompanied by a written statement identifying the number of Units shipped or deployed during the applicable quarter and the cumulative total of Units shipped or deployed since the Effective Date.
5.5 Total Deal Value. The total maximum fees payable by Licensee under this Agreement, inclusive of all fee components set forth in Sections 5.1 through 5.4, is Twenty Million Dollars ($20,000,000), reconciled as follows:
Note: The aggregate maximum of $20,000,000 includes up to $12,000,000 in Annual Maintenance and Support Fees over a five-year Term; however, the Year 1 fee of $2,400,000 and Year 2 fee of $2,400,000 are specifically referenced herein, with subsequent years' fees subject to the continuation of the Term. The actual aggregate fees payable may be less than $20,000,000 depending on the number of Units deployed and the duration of the Term.
5.6 Late Payment. Any amounts due and payable under this Agreement that are not paid when due shall bear interest from the date such amounts become due until the date of actual payment at the lesser of: (a) one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), compounded monthly; or (b) the maximum rate of interest permitted by applicable law. The imposition of late payment interest shall not limit or waive any other rights or remedies available to Licensor with respect to Licensee's failure to make timely payment.
5.7 Taxes. All fees set forth in this Agreement are exclusive of applicable taxes. Licensee shall be responsible for and shall pay or reimburse Licensor for all sales taxes, use taxes, value-added taxes (VAT), goods and services taxes (GST), withholding taxes, and any other similar taxes, duties, levies, or governmental charges arising from the transactions contemplated by this Agreement, excluding taxes imposed on Licensor's net income. If Licensee is required by applicable law to withhold or deduct any tax from any payment due to Licensor, Licensee shall gross up such payment so that Licensor receives the full amount it would have received absent such withholding or deduction.
5.8 Fee Schedule. The detailed fee schedule, payment milestones, invoicing procedures, wire transfer instructions, and any applicable discounts or credits are set forth in Exhibit B attached hereto and incorporated herein by reference. In the event of any conflict between the fee amounts stated in this Article 5 and the amounts stated in Exhibit B, the amounts stated in this Article 5 shall control.
ARTICLE 6 — MAINTENANCE AND SUPPORT
6.1 Scope of Maintenance and Support. During the Term, and subject to Licensee's timely payment of the Annual Maintenance Fee and any modifications during Dormancy Status pursuant to Section 9.4, Licensor shall provide Licensee with the following maintenance and support services:
(a) Error Corrections, Bug Fixes, and Patches. Licensor shall investigate, diagnose, and provide error corrections, bug fixes, and patches for defects, errors, and malfunctions in the Licensed Software that are reported by Licensee through Licensor's designated support channels. Such error corrections, bug fixes, and patches shall be delivered to Licensee as maintenance releases within the Version 4.2.x release branch.
(b) Minor Updates and Maintenance Releases. Licensor shall provide Licensee with all minor updates and maintenance releases of the Licensed Software within the Version 4.2.x release branch (e.g., Version 4.2.1, 4.2.2, 4.2.3, and subsequent minor versions) as they become generally available to Licensor's customer base. Such updates and releases shall be accompanied by updated release notes and, where applicable, updated Documentation.
(c) Technical Support. Licensor shall provide Licensee with technical support via a dedicated support portal accessible to Licensee's authorized support contacts and a telephone hotline staffed by Licensor's qualified support engineers during Licensor's standard business hours: 8:00 AM to 6:00 PM Pacific Time, Monday through Friday, excluding Licensor's designated company holidays, which shall be communicated to Licensee annually in advance. Licensee shall be entitled to designate up to ten (10) authorized support contacts who may submit support requests and interact with Licensor's support team.
(d) Knowledge Base Access. Licensor shall provide Licensee with access to Licensor's online knowledge base, which includes technical articles, frequently asked questions, troubleshooting guides, best practices documentation, and documentation updates relevant to the Licensed Software.
(e) Priority Response Times. Licensor shall respond to support requests submitted by Licensee within the following target response times, based on the severity level assigned to each request:
•  Severity 1 (Critical): A defect, error, or malfunction in the Licensed Software that causes a complete failure of the Licensed Software or a safety-critical system function, for which no workaround is available. Target initial response time: four (4) business hours from receipt of the support request. Licensor shall assign dedicated resources to work continuously toward resolution.
•  Severity 2 (Major): A defect, error, or malfunction in the Licensed Software that significantly impairs a major feature or function, for which a workaround may be available but is not acceptable for production use. Target initial response time: one (1) business day from receipt of the support request.
•  Severity 3 (Minor): A defect, error, or malfunction in the Licensed Software that causes a minor impairment of a non-critical feature or function, or a cosmetic issue. Target initial response time: three (3) business days from receipt of the support request.
6.2 Reduced Support During Dormancy. During any period of Dormancy Status under Section 9.4, maintenance and support services shall be reduced to critical-security-patch-only level, meaning that during such period, Licensor's sole maintenance and support obligation shall be to provide security patches necessary to address vulnerabilities with a Common Vulnerability Scoring System (CVSS) base score of 7.0 or higher, as determined by Licensor's security team in its reasonable judgment. All other maintenance and support services described in Section 6.1, including error corrections, bug fixes, minor updates, technical support, and knowledge base access, shall be suspended during Dormancy Status and shall resume upon reactivation of the license pursuant to Section 9.4(e).
6.3 Exclusions. Licensor shall have no obligation to provide maintenance and support for:
(a) Derivative Works created by Licensee or Licensee's contractors, except to the extent that such Derivative Works are expressly within the scope of an applicable SOW and the maintenance of such Derivative Works is included in the deliverables of such SOW;
(b) issues, errors, or malfunctions arising from Licensee's modification of the Licensed Software outside the scope of this Agreement, including modifications made without Licensor's knowledge or approval that are not documented as Derivative Works under Exhibit C;
(c) issues, errors, or malfunctions arising from third-party hardware, firmware, operating systems, drivers, or software not approved or certified by Licensor for use with the Licensed Software, or arising from Licensee's use of the Licensed Software in a hardware or software environment that does not conform to the specifications and compatibility requirements set forth in Exhibit A and the Documentation.
6.4 End-of-Life. Licensor shall provide Licensee with at least eighteen (18) months' advance written notice before discontinuing support for any version of the Licensed Software that is covered by this Agreement and for which Licensee is then receiving maintenance and support services. Upon delivery of an end-of-life notice, Licensor shall assist Licensee, at Licensee's request and expense, with the migration of the Licensed Software to a successor version, subject to the negotiation and execution of a separate SOW or amendment covering such migration services and any additional license fees that may apply to the successor version.
ARTICLE 7 — INTELLECTUAL PROPERTY OWNERSHIP
7.1 Licensor Ownership. As between the Parties, Licensor owns and shall retain all right, title, and interest in and to the Licensed Software, the Documentation, and all intellectual Property Rights therein and thereto, including without limitation all copyrights, patents, trade secrets, and other proprietary rights. Nothing in this Agreement shall be construed as an assignment, transfer, conveyance, or other disposition of ownership of the Licensed Software or any intellectual Property Rights therein from Licensor to Licensee. Licensee's rights in and to the Licensed Software are limited to the license rights expressly granted under Article 2 of this Agreement.
7.2 Derivative Works. Any Derivative Works created by Licensee's personnel (including but not limited to Licensee's engineers, developers, and authorized contractors) during the Term in connection with the integration of the Licensed Software into the Designated Vehicle Platforms shall be jointly owned by Licensor and Licensee. Each Party shall have the right to use, reproduce, modify, and distribute such jointly owned Derivative Works without the consent of or accounting to the other Party, subject to the following terms and conditions:
(a) Licensor shall retain a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, non-exclusive license to use, reproduce, modify, distribute, sublicense, and otherwise exploit all Derivative Works for any purpose, including but not limited to incorporation of such Derivative Works into Licensor's products and services for licensing to other customers, integration into future versions of the Licensed Software, and use in connection with Licensor's research and development activities. This license shall survive termination or expiration of this Agreement.
(b) Licensee shall retain the right to use, reproduce, modify, and distribute all Derivative Works in connection with the Designated Vehicle Platforms and Project Argonaut during the Term and, following termination or expiration, subject to the post-termination license rights set forth in Section 9.5(c).
(c) The terms governing the identification, documentation, and disclosure of Derivative Works, including the process for determining whether a particular work product constitutes a Derivative Work, the format and timing of disclosures, and the procedures for resolving disputes regarding classification, are further set forth in Exhibit C attached hereto.
7.3 Licensee Background IP. Nothing in this Agreement shall affect, limit, or transfer Licensee's ownership of pre-existing intellectual property, tools, methodologies, software, hardware designs, or works of authorship that are not Derivative Works (collectively, "Licensee Background IP"). For the avoidance of doubt, software, tools, libraries, methodologies, algorithms, or other works of authorship created by Licensee independently of the Licensed Software and without incorporating, being based upon, or being derived from the Licensed Software, its Source Code, its object code, or its Documentation shall not constitute Derivative Works, even if such works are designed to interoperate with or are used in conjunction with the Licensed Software, provided that such interoperation occurs solely through published, documented application programming interfaces (APIs) without access to or use of the internal source code, data structures, or algorithms of the Licensed Software.
7.4 Inventions. Any inventions, improvements, or discoveries (whether or not patentable) made jointly by personnel of both Parties during the performance of Integration Services under one or more Statements of Work shall be jointly owned by the Parties and shall be subject to terms and conditions analogous to those set forth in Section 7.2, including each Party's right to use, license, and exploit such joint inventions without the consent of or accounting to the other Party. The Parties shall cooperate in good faith in the preparation, filing, prosecution, and maintenance of any patent applications covering jointly owned inventions, and shall share equally in the costs thereof unless otherwise agreed in writing.
7.5 No Implied Licenses. Except as expressly set forth in this Agreement, neither Party grants to the other Party any implied licenses, rights, or interests under any intellectual Property Rights, whether by implication, estoppel, exhaustion, or otherwise.
ARTICLE 8 — TERM
8.1 Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of five (5) years, expiring on June 20, 2027, unless earlier terminated in accordance with Article 9 of this Agreement (the "Term"). The rights and obligations of the Parties during the Term shall be as set forth in this Agreement, the Exhibits, and the Statements of Work.
8.2 Renewal. The Parties may renew this Agreement for successive one (1)-year periods upon mutual written agreement executed by authorized representatives of both Parties at least ninety (90) days prior to the expiration of the then-current Term or renewal period. The renewal fees, including any adjustments to the Annual Maintenance Fee, Runtime Royalty rates, and other fee components, shall be negotiated in good faith by the Parties in connection with each renewal. Neither Party shall have any obligation to renew this Agreement, and the failure to agree upon renewal terms shall not constitute a breach of this Agreement by either Party.
ARTICLE 9 — TERMINATION
9.1 Termination for Convenience.
(a) Either Party may terminate this Agreement for convenience, without cause, upon one hundred eighty (180) days' prior written notice to the other Party, delivered in accordance with Section 15.7.
(b) Fee Forfeiture upon Early Termination by Licensee. If Licensee terminates this Agreement for convenience pursuant to Section 9.1(a), or if Licensor terminates this Agreement pursuant to Section 4.3(b) due to Licensee's failure to satisfy the use-it-or-lose-it obligation, prior to the twenty-four (24)-month anniversary of the Effective Date (i.e., prior to June 21, 2024), Licensee shall forfeit all prepaid fees, including the Upfront License Fee, all paid Annual Maintenance Fees, and all paid Integration Services fees, and such amounts shall be non-refundable, non-creditable, and not subject to offset against any other amounts that may be due or owing between the Parties. This forfeiture provision reflects the Parties' agreement that Licensor has incurred and will continue to incur significant costs and foregone opportunities in connection with the license grant and Integration Services, and that the forfeiture amount represents a reasonable estimate of Licensor's damages and is not a penalty. If Licensee terminates this Agreement for convenience on or after the twenty-four (24)-month anniversary of the Effective Date, Licensee shall be entitled to a pro-rata refund of any prepaid Annual Maintenance Fees allocable to the period following the effective date of termination, calculated on a daily basis, but the Upfront License Fee and all paid Integration Services fees shall remain non-refundable.
(c) Refund upon Termination by Licensor for Convenience. If Licensor terminates this Agreement for convenience pursuant to Section 9.1(a), Licensor shall refund to Licensee: (i) a pro-rata portion of the Upfront License Fee, calculated based on the ratio of the remaining unexpired portion of the Term (measured from the effective date of termination to June 20, 2027) to the total five (5)-year Term; plus (ii) a pro-rata refund of any prepaid Annual Maintenance Fees allocable to the period following the effective date of termination. Such refund shall be paid within sixty (60) days following the effective date of termination.
9.2 Termination for Cause. Either Party may terminate this Agreement upon sixty (60) days' prior written notice to the other Party if the other Party materially breaches any provision of this Agreement and fails to cure such material breach within such sixty (60)-day notice period. The notice of termination for cause shall specify in reasonable detail the nature of the breach. If the breach is cured within the sixty (60)-day cure period, the notice of termination shall be deemed withdrawn and this Agreement shall continue in full force and effect. For purposes of this Section, a "material breach" includes, without limitation: (a) Licensee's failure to pay any undisputed amount due under this Agreement within thirty (30) days after receipt of written notice of such non-payment; (b) Licensee's use of the Licensed Software outside the scope of the license granted under Article 2; (c) a breach of Article 10 (Confidentiality) by either Party; and (d) Licensor's failure to provide maintenance and support services in accordance with Article 6 for a period exceeding sixty (60) consecutive days.
9.3 Termination for Insolvency. Either Party may terminate this Agreement immediately upon written notice to the other Party if the other Party:
(a) becomes insolvent or is generally unable to pay its debts as they become due;
(b) makes a general assignment for the benefit of creditors;
(c) files a voluntary petition in bankruptcy or has filed against it an involuntary petition in bankruptcy or any similar proceeding under applicable insolvency laws, and such involuntary petition is not dismissed within sixty (60) days of filing; or
(d) has a receiver, trustee, custodian, or similar officer appointed for all or a substantial part of its business or assets.
9.4 Dormancy.
(a) Dormancy Trigger. If Licensee suspends active integration of the Licensed Software into any Designated Vehicle Platform for more than one hundred twenty (120) consecutive days without providing Licensor with prior written notice of such suspension (a "Dormancy Trigger"), Licensor may, upon written notice to Licensee, convert the license granted under Article 2 to "Dormancy Status." For purposes of this Section, "active integration" means ongoing engineering activities directed toward the development, testing, validation, or production deployment of the Licensed Software on one or more Designated Vehicle Platforms, as evidenced by engineering commits, test activity, bug reports, or other objective indicia of development activity.
(b) Voluntary Dormancy. Licensee may avoid the Dormancy Trigger by providing Licensor with written notice of a planned or actual suspension of integration activities prior to the expiration of the one hundred twenty (120)-day period, in which case the license shall be placed in Dormancy Status as of the date specified in Licensee's notice or, if no date is specified, the date of Licensor's written acknowledgment of such notice. Such notice shall include a description of the reasons for the suspension, the expected duration, and the anticipated date of resumption of integration activities.
(c) Effect of Dormancy Status. During any period of Dormancy Status, the following provisions shall apply:
(i) Maintenance and support services shall be reduced to critical-security-patch-only level as described in Section 6.2, and the Annual Maintenance Fee shall be reduced to fifty percent (50%) of the standard rate (i.e., $1,200,000 per year, prorated for partial periods) for the duration of Dormancy Status;
(ii) All milestone deadlines, delivery schedules, and performance timelines under any SOW that is then in effect shall be tolled and suspended for the duration of Dormancy Status, and such deadlines and timelines shall be extended by a period equal to the duration of Dormancy Status upon reactivation;
(iii) Licensee's right to access Source Code of the Licensed Software shall be suspended during Dormancy Status, except that Licensee shall retain the right to access Source Code solely for purposes of maintaining, debugging, and supporting previously integrated code in Designated Vehicle Platforms for which integration was completed prior to the commencement of Dormancy Status;
(iv) Licensee shall retain the right to use the Licensed Software as embedded in object code form in any Designated Vehicle Platform for which integration was completed and Units were shipped or deployed prior to the commencement of Dormancy Status, and Licensee's obligation to pay Runtime Royalties on such Units shall continue uninterrupted during Dormancy Status.
(d) Duration of Dormancy. Dormancy Status may not exceed twelve (12) consecutive months. Upon the expiration of the twelve (12)-month dormancy period, the Parties shall engage in good faith negotiations regarding the reactivation of the license and the resumption of integration activities, including any necessary revisions to the scope of the license, the Integration Services, the project timeline, and the applicable fees. If the Parties are unable to reach agreement on the terms of reactivation within sixty (60) days after the expiration of the twelve (12)-month dormancy period:
(i) either Party may terminate this Agreement upon thirty (30) days' written notice to the other Party; and
(ii) the fee consequences of such termination shall be governed by Section 9.1(b), determined as of the date of termination (i.e., based on whether the termination occurs before or after the twenty-four (24)-month anniversary of the Effective Date).
(e) Reactivation. Licensee may reactivate the license at any time during Dormancy Status by providing Licensor with sixty (60) days' prior written notice of its intent to resume integration activities. Upon reactivation: (i) all tolled milestone deadlines and timelines under any SOW shall resume and shall be extended by a period equal to the duration of Dormancy Status; (ii) maintenance and support services shall be restored to the full scope described in Section 6.1; (iii) Licensee's right to access Source Code shall be fully restored; and (iv) Licensee shall resume payment of Annual Maintenance Fees at the full rate specified in Section 5.2, commencing on the date of reactivation and prorated for any partial period.
9.5 Effect of Termination. Upon termination or expiration of this Agreement for any reason:
(a) all license rights granted under Article 2 of this Agreement shall immediately terminate, and Licensee shall immediately cease all use of the Licensed Software and Source Code, except as expressly provided in Section 9.5(c);
(b) Licensee shall promptly return to Licensor or, at Licensor's election, destroy all copies of the Licensed Software (in both Source Code and object code form), Documentation, and Confidential Information of Licensor in Licensee's possession, custody, or control, including all copies stored on Licensee's servers, workstations, backup media, and cloud storage systems. Licensee shall certify in writing to Licensor, executed by an authorized officer of Licensee, within thirty (30) days following the effective date of termination, that all such copies have been returned or destroyed and that Licensee has not retained any copies, extracts, or summaries of the Licensed Software, Source Code, or Documentation, except as permitted under Section 9.5(c);
(c) notwithstanding the termination of license rights under Section 9.5(a), Licensee shall retain a limited, non-exclusive, non-transferable, royalty-free license for a period of twenty-four (24) months following the effective date of termination (the "Post-Termination Support Period") solely to: (i) use the Licensed Software in object code form as embedded in Units that were shipped or deployed prior to the effective date of termination; (ii) reproduce and distribute bug fixes and patches to the Licensed Software solely for the purpose of providing field maintenance and support for such Units; and (iii) retain one (1) archival copy of the Source Code solely for purposes of maintaining and supporting such Units during the Post-Termination Support Period. Upon expiration of the Post-Termination Support Period, Licensee shall return or destroy all remaining copies of the Licensed Software and Source Code and certify such return or destruction in writing as described in Section 9.5(b);
(d) the following provisions shall survive termination or expiration of this Agreement and shall continue in full force and effect: Article 1 (Definitions, to the extent necessary to interpret surviving provisions), Article 7 (Intellectual Property Ownership), Article 10 (Confidentiality), Article 11 (Representations, Warranties, and Disclaimers, solely with respect to disclaimers), Article 12 (Indemnification), Article 13 (Limitation of Liability), Article 14 (Dispute Resolution), Article 15 (General Provisions), and this Section 9.5.
ARTICLE 10 — CONFIDENTIALITY
10.1 Obligations. Each Party (the "Receiving Party") shall hold the other Party's (the "Disclosing Party") Confidential Information in strict confidence using at least the same degree of care that the Receiving Party uses to protect its own Confidential Information of a similar nature, but in no event less than reasonable care. The Receiving Party shall not disclose any Confidential Information of the Disclosing Party to any third party except to its employees, officers, directors, agents, contractors, consultants, legal counsel, financial advisors, and auditors who: (a) have a bona fide need to know such Confidential Information in connection with the performance of obligations or exercise of rights under this Agreement; and (b) are bound by written confidentiality obligations at least as restrictive as those set forth in this Article 10. The Receiving Party shall be responsible for any breach of the confidentiality obligations of this Article 10 by any person or entity to whom the Receiving Party has disclosed Confidential Information. The Receiving Party shall use the Disclosing Party's Confidential Information solely for the purpose of performing its obligations or exercising its rights under this Agreement.
10.2 Exceptions. The obligations of confidentiality set forth in Section 10.1 shall not apply to any information that the Receiving Party can demonstrate:
(a) is or becomes publicly available or part of the public domain through no act, omission, or fault of the Receiving Party or any person or entity to whom the Receiving Party has disclosed such information;
(b) was already known to the Receiving Party, without restriction on use or disclosure, prior to its receipt from the Disclosing Party, as evidenced by the Receiving Party's written records;
(c) is independently developed by the Receiving Party without use of, reference to, or access to any Confidential Information of the Disclosing Party, as evidenced by the Receiving Party's written records; or
(d) is lawfully received by the Receiving Party from a third party who is not under any obligation of confidentiality to the Disclosing Party with respect to such information and who has the right to disclose such information without restriction.
10.3 Compelled Disclosure. Notwithstanding the foregoing, a Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, subpoena, or court or administrative order, provided that the Receiving Party: (a) gives the Disclosing Party prompt written notice of such requirement, to the extent legally permitted, so that the Disclosing Party may seek a protective order, confidential treatment, or other appropriate remedy; (b) cooperates with the Disclosing Party's reasonable efforts to obtain such protective treatment at the Disclosing Party's expense; and (c) discloses only that portion of the Confidential Information that is legally required to be disclosed. Any Confidential Information disclosed pursuant to a legal requirement shall retain its confidential character for all other purposes under this Agreement.
10.4 Term of Confidentiality. The confidentiality obligations set forth in this Article 10 shall survive expiration or termination of this Agreement for a period of five (5) years following the effective date of such expiration or termination; provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law (including, without limitation, the Defend Trade Secrets Act of 2016, 18 U.S.C. § 1836 et seq., and applicable state trade secrets laws), the confidentiality obligations shall continue for as long as such information qualifies as a trade secret under applicable law.
ARTICLE 11 — REPRESENTATIONS, WARRANTIES, AND DISCLAIMERS
11.1 Mutual Representations. Each Party represents and warrants to the other Party that, as of the Effective Date:
(a) it is a corporation duly organized, validly existing, and in good standing under the laws of its jurisdiction of incorporation or formation;
(b) it has all necessary corporate power and authority to enter into this Agreement and to perform its obligations hereunder, and the execution, delivery, and performance of this Agreement have been duly authorized by all necessary corporate action;
(c) this Agreement constitutes a legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and other similar laws affecting creditors' rights generally and to general principles of equity; and
(d) the execution, delivery, and performance of this Agreement do not and will not conflict with, violate, or result in a breach of any agreement, obligation, or commitment t

MASTER EMBEDDED SOFTWARE LICENSE AND SERVICES AGREEMENT

RECITALS

Record

Parties

Dates

Amounts