STATEMENT OF WORK NO. 1
("SOW No. 1")
Integration Services for Project Argonaut
Issued Pursuant to Section 3.2 of the Master Embedded Software License and Services Agreement Dated June 21, 2022 (the "MESLSA" or "Agreement")
SOW Effective Date: June 21, 2022
BETWEEN:
MERIDIAN CODE TECHNOLOGIES, INC., a California corporation ("Licensor" or "MeridianCode"), 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" or "VMS"), with its principal place of business at 4100 Industrial Parkway, Sterling Heights, MI 48312.
Each a "Party" and collectively the "Parties."
RECITALS
WHEREAS, the Parties have entered into that certain Master Embedded Software License and Services Agreement dated as of June 21, 2022 (the "MESLSA" or "Agreement"), pursuant to which MeridianCode has licensed to VMS the ATLAS-RT™ embedded real-time operating system and agreed to provide certain professional services in connection therewith;
WHEREAS, the Parties desire to enter into this Statement of Work No. 1 to define the scope, deliverables, milestones, acceptance criteria, payment schedule, and respective responsibilities of the Parties for the professional integration services to be performed by MeridianCode in connection with VMS's internal platform development program known as "Project Argonaut";
NOW, THEREFORE, this SOW No. 1 is incorporated into and forms a part of the MESLSA. Capitalized terms used herein and not otherwise defined shall have the meanings ascribed to them in the MESLSA. In the event of a conflict between this SOW and the MESLSA, the terms of the MESLSA shall govern unless this SOW expressly states otherwise with specific reference to the superseded MESLSA provision.
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SECTION 1: BACKGROUND AND PURPOSE
1.1 On June 21, 2022, the Parties entered into the MESLSA, pursuant to which MeridianCode granted to VMS a license to use, integrate, and deploy the ATLAS-RT™ embedded real-time operating system, Version 4.2 (and subsequent minor updates thereto), in connection with VMS's development, manufacturing, and commercialization of adaptive vehicle platforms. The MESLSA establishes the overarching framework governing the license, maintenance, support, and professional services relationship between the Parties.
1.2 The purpose of this SOW No. 1 is to set forth, in detail, the scope, deliverables, milestones, acceptance criteria, payment schedule, and responsibilities of each Party for the professional integration services (the "Integration Services") to be performed by MeridianCode in connection with VMS's internal platform development program known as "Project Argonaut." Project Argonaut represents VMS's strategic initiative to develop a unified embedded-software architecture for its next-generation adaptive vehicle platforms, integrating ATLAS-RT as the core real-time operating system ("RTOS") layer across multiple vehicle configurations. The objective of Project Argonaut is to establish a common, scalable, and safety-validated software foundation that enables VMS to accelerate development timelines, reduce per-platform engineering costs, and achieve consistency in real-time performance, accessibility feature integration, and safety compliance across its entire adaptive vehicle product portfolio.
1.3 This SOW covers Integration Services across five designated vehicle platform configurations within Project Argonaut: Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E (collectively, the "Argonaut Platforms"). Each Argonaut Platform represents a distinct vehicle type and use case within VMS's product roadmap, and each requires platform-specific customization, configuration, and validation of the ATLAS-RT integration. The Argonaut Platforms are described in detail in Section 4 of this SOW.
1.4 The Integration Services described herein are intended to complement and support VMS's internal engineering efforts. MeridianCode's role is to provide expert integration engineering, source-code customization, technical training, testing support, and ongoing consultation to ensure that ATLAS-RT is properly and optimally integrated into each Argonaut Platform. The Parties acknowledge that the successful completion of the Integration Services requires close collaboration between MeridianCode's integration engineers and VMS's internal Software Integration Engineering team.
SECTION 2: DEFINITIONS
For purposes of this SOW No. 1, the following terms shall have the meanings set forth below. All capitalized terms used in this SOW but not defined herein shall have the meanings ascribed to them in the MESLSA.
2.1 "Acceptance Criteria" means the functional and technical criteria set forth in Section 7 of this SOW against which each Milestone Deliverable will be evaluated, including without limitation the performance benchmarks, functional specifications, and quality standards applicable to each Milestone as described in Section 6 and in the Licensed Software Specifications set forth in Exhibit A to the MESLSA.
2.2 "Argonaut Platforms" means, collectively, the five vehicle platform configurations designated Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E, as further described in Section 4 of this SOW.
2.3 "Deliverables" means the work product, documentation, reports, software integrations, source-code customization packages, configuration files, test results, training materials, and other items to be delivered by Licensor under each Milestone, as specified in Section 6 of this SOW.
2.4 "Integration Services" means the professional services to be performed by Licensor under this SOW, as described in Section 5, including without limitation integration engineering, source-code customization, configuration, technical training, testing support, documentation, and ongoing technical consultation.
2.5 "Integration Services Fee" means the total fee payable by Licensee to Licensor for all Integration Services performed under this SOW, in the amount of Three Million Two Hundred Thousand Dollars ($3,200,000), as set forth in Section 8.
2.6 "Licensed Software" means the ATLAS-RT™ embedded real-time operating system, Version 4.2 (and subsequent minor updates, including without limitation Version 4.2.1, Version 4.2.2, and Version 4.2.3), as defined in the MESLSA and further specified in Exhibit A thereto.
2.7 "Milestone" means each of the five project phases identified in Section 6 of this SOW, each with defined Deliverables, target completion dates, Acceptance Criteria, and associated fees.
2.8 "Milestone Deliverables" means the specific Deliverables associated with a particular Milestone, as described in Section 6.
2.9 "Project Argonaut" means VMS's internal platform development program for the design, development, integration, testing, and deployment of next-generation adaptive vehicle platforms utilizing ATLAS-RT as the core RTOS layer.
2.10 "Project Manager" means the designated representative of each Party responsible for day-to-day coordination, communication, and management of the Integration Services, as further described in Section 9.
2.11 "Review Period" has the meaning set forth in Section 7.1.
2.12 "VMS Engineering Team" means VMS's internal software integration engineering personnel assigned to Project Argonaut, including without limitation the engineers and technical staff under the direction of Lena Petrova, Director of Software Integration Engineering, or her designee.
SECTION 3: TERM AND RELATIONSHIP TO MESLSA
3.1 SOW Effective Date. This SOW No. 1 is effective as of June 21, 2022 (the "SOW Effective Date").
3.2 SOW Term. This SOW shall remain in effect until the earliest of: (a) the completion of all five Milestones and the final acceptance (or deemed acceptance) of all Deliverables hereunder; (b) the termination of this SOW in accordance with Section 12 hereof; or (c) the expiration or termination of the MESLSA for any reason.
3.3 MESLSA Term. The MESLSA has an initial term commencing on June 21, 2022 and expiring on June 20, 2027, unless earlier terminated in accordance with its terms (the "MESLSA Term"). This SOW is operative only during the MESLSA Term and shall automatically terminate upon the expiration or termination of the MESLSA.
3.4 Anticipated Completion Timeline. The Parties anticipate that all five Milestones under this SOW will be completed within approximately twenty-four (24) months of the SOW Effective Date, with a target completion date of June 21, 2024. This anticipated timeline is subject to adjustment based on Licensee's platform development schedule, the sequencing of Tier 3 platforms (which is dependent on VMS's electrification integration timeline and Board approval), and any tolling periods resulting from Dormancy Status under the MESLSA. The specific target completion dates for each Milestone are set forth in Section 6.
3.5 Subordination to MESLSA. This SOW is subject to all terms and conditions of the MESLSA, including without limitation: (a) Section 9.4 of the MESLSA (Dormancy), which provides for the suspension of certain obligations and the tolling of certain deadlines in the event that integration activities are suspended for an extended period; (b) Section 9.1 of the MESLSA (Termination for Convenience), which permits Licensee to terminate the MESLSA upon 180 days' prior written notice, subject to certain fee forfeiture provisions; and (c) Section 4.3 of the MESLSA (Use-It-or-Lose-It), which requires Licensee to commence integration testing on at least two (2) platforms within eighteen (18) months of the MESLSA Effective Date.
3.6 Effect of Dormancy on SOW. For the avoidance of doubt, if the MESLSA enters Dormancy Status under Section 9.4 of the MESLSA, all Milestone deadlines under this SOW shall be tolled for the duration of such dormancy period. During any period of Dormancy Status, Licensor's obligations to maintain integration-specific staffing and to perform Integration Services under this SOW shall be suspended, and no Milestone fees shall accrue for Milestones not yet commenced. The Parties shall cooperate in good faith to establish a revised Milestone schedule upon the resumption of active status under the MESLSA.
SECTION 4: PLATFORM CONFIGURATIONS — PROJECT ARGONAUT SCOPE
4.1 Overview. The Integration Services under this SOW will be performed with respect to the following five vehicle platform configurations under Project Argonaut. Each Argonaut Platform represents a distinct vehicle type, use case, and hardware architecture requiring platform-specific customization, configuration, integration, and validation of ATLAS-RT. The Argonaut Platforms are organized into three priority tiers to facilitate sequencing of integration activities, as described in Section 4.7 below. A summary table of all Argonaut Platform configurations is set forth in Appendix A to this SOW.
4.2 Argonaut-A.
(a) Description. Argonaut-A is VMS's next-generation full-size adaptive van platform, designed in a wheelchair-accessible configuration. This platform represents VMS's flagship adaptive mobility product and is intended for consumer and institutional (e.g., medical transport, paratransit) markets. The Argonaut-A platform requires the highest degree of real-time performance and safety validation due to the critical nature of its accessibility systems, including powered ramp deployment, wheelchair securement monitoring, and adaptive seating control.
(b) Primary ATLAS-RT Integration Components. The ATLAS-RT integration for Argonaut-A encompasses the following primary components: (i) core RTOS kernel integration, including real-time task scheduling, interrupt management, and memory protection; (ii) adaptive drive-by-wire interface layer, enabling ATLAS-RT to manage low-latency communication with VMS's proprietary drive-by-wire control system; and (iii) accessibility sensor management module, providing real-time monitoring and control of wheelchair ramp sensors, occupant detection sensors, and securement verification systems.
(c) Target Hardware Architecture. The Argonaut-A platform utilizes the Strathmore Industries vehicle network processor family, which is compatible with ATLAS-RT Version 4.2 and supports the Arm Cortex-A53 and Cortex-M7 cores required for ATLAS-RT's heterogeneous processing architecture.
(d) Priority Designation. Tier 1 (highest priority). Argonaut-A is designated as a Tier 1 platform and is scheduled to commence integration activities at the outset of the SOW term.
4.3 Argonaut-B.
(a) Description. Argonaut-B is VMS's mid-size adaptive mobility platform, designed in a fleet commercial vehicle configuration. This platform is intended for commercial fleet operators, including paratransit agencies, ride-share providers, and medical transportation companies. The Argonaut-B platform emphasizes fleet management connectivity, commercial-grade reliability, and compliance with Federal Motor Vehicle Safety Standards (FMVSS) applicable to commercial vehicles.
(b) Primary ATLAS-RT Integration Components. The ATLAS-RT integration for Argonaut-B encompasses the following primary components: (i) core RTOS kernel integration; (ii) fleet telematics interface, enabling ATLAS-RT to manage real-time data exchange with VMS's fleet management and telemetry systems; and (iii) commercial-grade safety monitoring subsystem, providing continuous monitoring of vehicle safety systems, fault detection, and automated safety response protocols.
(c) Target Hardware Architecture. The Argonaut-B platform utilizes the Camberwell Partners LLC system-on-chip, which provides the computational performance and functional safety features (ASIL-B) required for commercial fleet applications and is supported by ATLAS-RT Version 4.2.
(d) Priority Designation. Tier 2. Argonaut-B is designated as a Tier 2 platform and is scheduled to commence full integration activities following the completion of Milestone 2 on at least one Tier 1 platform.
4.4 Argonaut-C.
(a) Description. Argonaut-C is VMS's compact adaptive platform, designed as a personal mobility vehicle configuration. This platform targets the consumer market for individuals requiring wheelchair-accessible personal vehicles, with an emphasis on compact form factor, urban maneuverability, and cost-effective accessibility feature integration.
(b) Primary ATLAS-RT Integration Components. The ATLAS-RT integration for Argonaut-C encompasses the following primary components: (i) core RTOS kernel integration; (ii) compact drive-by-wire interface, a lightweight variant of the Argonaut-A drive-by-wire interface layer optimized for the Argonaut-C platform's reduced computational and I/O requirements; and (iii) lightweight accessibility control module, providing essential accessibility features (powered ramp, basic securement monitoring) with reduced resource footprint.
(c) Target Hardware Architecture. The Argonaut-C platform utilizes the Penrose Partners LLC processor family, which provides an optimal balance of performance, power efficiency, and cost for the compact platform segment and is compatible with ATLAS-RT Version 4.2.
(d) Priority Designation. Tier 1 (highest priority, alongside Argonaut-A). Argonaut-C is designated as a Tier 1 platform and is scheduled to commence integration activities at the outset of the SOW term in parallel with Argonaut-A.
4.5 Argonaut-D.
(a) Description. Argonaut-D is VMS's electrified full-size adaptive platform, designed as an EV-integrated wheelchair-accessible van. This platform builds upon the Argonaut-A architecture but incorporates a fully electric powertrain, requiring additional ATLAS-RT integration for EV-specific systems including battery management, high-voltage safety monitoring, and regenerative braking coordination with adaptive drive-by-wire systems.
(b) Primary ATLAS-RT Integration Components. The ATLAS-RT integration for Argonaut-D encompasses the following primary components: (i) core RTOS kernel integration; (ii) EV powertrain management interface, enabling ATLAS-RT to coordinate real-time communication between the electric powertrain control unit and VMS's adaptive vehicle systems; (iii) high-voltage system safety monitoring, providing real-time fault detection, isolation, and response protocols for high-voltage battery and drivetrain components; and (iv) adaptive accessibility systems, integrating the Argonaut-A accessibility sensor management module with EV-specific power management requirements.
(c) Target Hardware Architecture. The Argonaut-D platform utilizes the Ridgeline Partners LLC vehicle network processor family, an evolution of the S32G2 used in Argonaut-A with enhanced safety features (ASIL-D capability) and additional processing capacity required for EV powertrain management.
(d) Priority Designation. Tier 3. Argonaut-D is designated as a Tier 3 platform. The commencement of integration activities for Argonaut-D is dependent on VMS's electrification integration timeline, which is to be determined and is subject to VMS Board approval. The Parties acknowledge that the Tier 3 platform timeline may extend beyond the initial twenty-four (24) month target completion date for this SOW.
4.6 Argonaut-E.
(a) Description. Argonaut-E is VMS's electrified commercial fleet platform, designed as an EV-integrated commercial fleet vehicle. This platform combines the fleet management and commercial-grade features of Argonaut-B with a fully electric powertrain, targeting commercial fleet operators seeking zero-emission adaptive mobility solutions.
(b) Primary ATLAS-RT Integration Components. The ATLAS-RT integration for Argonaut-E encompasses the following primary components: (i) core RTOS kernel integration; (ii) EV fleet management interface, providing real-time integration between ATLAS-RT, the electric powertrain, and VMS's fleet telematics and management systems; and (iii) commercial-grade EV safety subsystems, including high-voltage system monitoring, thermal management coordination, and automated safety protocols tailored to commercial fleet operating conditions.
(c) Target Hardware Architecture. The Argonaut-E platform utilizes the Camberwell Partners LLC system-on-chip (consistent with Argonaut-B) augmented with a dedicated Halcyon Group microcontroller for high-voltage safety monitoring functions, providing the combined computational and safety capabilities required for commercial EV fleet applications.
(d) Priority Designation. Tier 3. Argonaut-E is designated as a Tier 3 platform. As with Argonaut-D, the commencement of integration activities for Argonaut-E is dependent on VMS's electrification integration timeline, which is to be determined and subject to VMS Board approval.
4.7 Platform Sequencing
(a) Tier 1 Platforms. Integration Services for Tier 1 platforms (Argonaut-A and Argonaut-C) shall commence at the outset of the SOW term. These platforms represent VMS's highest-priority product lines and are scheduled for integration activities across all five Milestones. The Parties shall allocate primary engineering resources to Tier 1 platforms during the initial phases of the SOW.
(b) Tier 2 Platform. Integration Services for the Tier 2 platform (Argonaut-B) shall commence following the completion of Milestone 2 on at least one Tier 1 platform. Milestone 1 activities (requirements specification and architecture design) for Argonaut-B shall be conducted concurrently with Tier 1 platforms during Milestone 1, but source-code customization and subsequent integration activities for Argonaut-B shall be sequenced to follow Tier 1 progress.
(c) Tier 3 Platforms. Integration Services for Tier 3 platforms (Argonaut-D and Argonaut-E) shall commence based on VMS's electrification integration timeline, which is to be determined and subject to VMS Board approval. The Parties shall execute a change order under Section 13 to establish specific Milestone schedules and resource allocations for Tier 3 platforms upon VMS's determination of the electrification integration timeline.
(d) MESLSA Section 4.3 Compliance. The Parties acknowledge that Section 4.3 of the MESLSA (Use-It-or-Lose-It) requires Licensee to commence integration testing on at least two (2) Argonaut Platforms within eighteen (18) months of the MESLSA Effective Date. The applicable deadline for commencement of integration testing under Section 4.3 is December 21, 2023. Based on the Milestone schedule set forth in Section 6, the Parties anticipate that integration testing (Milestone 3) on both Tier 1 platforms (Argonaut-A and Argonaut-C) will commence well in advance of the December 21, 2023 deadline. Failure by Licensee to satisfy the Section 4.3 requirement may result in the consequences specified in the MESLSA, including potential forfeiture of unused platform integration rights.
SECTION 5: SCOPE OF INTEGRATION SERVICES
5.1 Licensor Responsibilities
MeridianCode shall perform the following Integration Services in connection with Project Argonaut:
(a) Integration Engineering. MeridianCode shall provide qualified integration engineers and technical support personnel with expertise in ATLAS-RT and automotive-grade embedded systems to assist with ATLAS-RT integration across all five Argonaut Platforms. Integration engineering services shall include, without limitation, hands-on engineering support for kernel integration, hardware abstraction layer development, device driver customization, and inter-process communication configuration.
(b) Source-Code Customization. MeridianCode shall deliver platform-specific source-code customization and configuration files for each Argonaut Platform configuration, including customized builds of the ATLAS-RT kernel, HAL configurations, device driver packages, and API libraries tailored to the specific hardware architecture and functional requirements of each platform.
(c) Technical Training. MeridianCode shall conduct technical training sessions for the VMS Engineering Team on ATLAS-RT architecture, application programming interfaces (APIs), integration methodology, debugging tools, and best practices for real-time embedded software development. Training sessions shall be conducted at VMS's Sterling Heights, MI facility or via remote conferencing, as agreed by the Parties. MeridianCode shall provide training materials, reference guides, and hands-on lab exercises as part of the training program.
(d) Integration Testing Support. MeridianCode shall provide integration testing support, including the development of integration test plans, assistance with test execution, interpretation of test results, and defect triage and resolution. MeridianCode shall work collaboratively with the VMS Engineering Team to identify, classify, and prioritize defects discovered during integration testing and shall provide timely defect resolution for issues attributable to the Licensed Software or MeridianCode's integration work product.
(e) Documentation. MeridianCode shall deliver comprehensive integration documentation for each Argonaut Platform, including architecture guides, API reference documentation, platform-specific configuration manuals, integration procedures, and troubleshooting guides. All documentation shall be maintained and updated throughout the SOW term to reflect changes resulting from customization, configuration, and testing activities.
(f) Technical Consultation. MeridianCode shall provide ongoing technical consultation during the integration period, including participation in regular status meetings (minimum bi-weekly), technical reviews, and ad hoc consultation on integration issues as they arise. MeridianCode's technical consultation services shall include advice on ATLAS-RT best practices, performance optimization, safety compliance considerations, and compatibility with VMS's broader embedded software ecosystem.
(g) Version Compatibility. MeridianCode shall ensure the compatibility of all Deliverables with Licensed Software version updates, including ATLAS-RT Version 4.2 and subsequent minor updates (including, without limitation, Version 4.2.1, Version 4.2.2, and Version 4.2.3). In the event that a minor update to the Licensed Software introduces changes that affect the integration, MeridianCode shall update the applicable Deliverables to maintain compatibility at no additional cost to Licensee, provided that such updates are within the scope of the Integration Services as described herein.
5.2 Licensee Responsibilities
VMS shall perform the following responsibilities in connection with the Integration Services:
(a) Facility and Hardware Access. VMS shall provide MeridianCode's integration engineers with access to VMS vehicle platform hardware, development environments, and testing facilities at VMS's Sterling Heights, MI facility. Such access shall include, without limitation, access to target hardware platforms (development boards, prototype ECUs, and test vehicles), laboratory equipment, and bench-level testing infrastructure necessary for integration and validation activities.
(b) Engineering Personnel. VMS shall assign qualified members of the VMS Engineering Team to collaborate with MeridianCode's integration engineers throughout the SOW term. The VMS Engineering Team shall include personnel under the direction of Lena Petrova, Director of Software Integration Engineering, with appropriate expertise in embedded systems development, vehicle platform architecture, and VMS's proprietary control systems. VMS shall ensure that assigned engineering personnel are available to support integration activities in a timely manner and shall promptly backfill any vacancies on the VMS Engineering Team that may impact integration progress.
(c) Specifications and Documentation. VMS shall provide MeridianCode with platform-specific hardware specifications, software requirements documentation, interface specifications, and other technical information necessary for MeridianCode to perform the Integration Services. VMS shall also provide test vehicles and prototype hardware as needed for integration testing activities, in accordance with the Milestone schedule.
(d) Deliverable Review and Acceptance. VMS shall timely review and accept or reject Milestone Deliverables in accordance with the acceptance procedures set forth in Section 7. VMS acknowledges that delays in the review and acceptance process may impact the Milestone schedule and agrees to exercise commercially reasonable efforts to complete reviews within the designated Review Period.
(e) Project Manager Designation. VMS shall designate a Project Manager with authority to manage day-to-day coordination of integration activities on the Licensee side, to serve as the primary point of contact for MeridianCode's integration team, and to make operational decisions regarding scheduling, resource allocation, and issue resolution.
(f) Secure Development Environment. VMS shall provide MeridianCode's integration engineers with access to VMS's secure development environment and source-code repository for the purpose of performing the Integration Services. Such access shall be granted in accordance with VMS's information security policies and shall be limited to the extent necessary for MeridianCode to perform its obligations under this SOW.
5.3 Joint Responsibilities
(a) Derivative Works. The development of derivative works, modifications, adaptations, or extensions to ATLAS-RT source code during the performance of the Integration Services shall be governed by Section 7.2 of the MESLSA and Exhibit C thereto (Derivative Works Ownership and License-Back Terms). Both Parties shall cooperate in documenting and identifying any derivative works created during integration, including the assignment of unique designations, the documentation of source-code identification and functionality descriptions, authorship attribution, and lines-of-code metrics, in accordance with the procedures set forth in Exhibit C.
(b) Joint Steering Committee. The Parties shall establish a joint steering committee that shall meet monthly (or more frequently as circumstances require) to review integration progress, address escalated issues, and provide strategic direction for the Integration Services. The joint steering committee shall include, at a minimum, the following participants: (i) from VMS, Dennis J. Whitfield, CTO and Project Argonaut Sponsor (or his designee); and (ii) from MeridianCode, Gregory L. Fisk, SVP, Automotive & Mobility Licensing (or his designee). The joint steering committee shall have the authority to approve schedule adjustments, prioritize platform sequencing decisions (within the framework established by Section 4.7), and resolve disputes that cannot be resolved at the Project Manager level.
(c) Communication and Reporting. Both Parties shall maintain open and regular communication regarding the status of integration activities, risks and issues, resource availability, and schedule adherence. MeridianCode shall provide bi-weekly written status reports to VMS's Project Manager summarizing integration progress, upcoming activities, issues and risks, and any requests for VMS action or support.
SECTION 6: MILESTONES AND DELIVERABLES
6.1 Overview. The Integration Services under this SOW are organized into five (5) sequential Milestones, each representing a distinct phase of the integration program. The total Integration Services Fee for all five Milestones is Three Million Two Hundred Thousand Dollars ($3,200,000). Each Milestone has defined Deliverables, target completion dates, Acceptance Criteria, and an associated fee. Milestone fees are payable upon VMS's acceptance (or deemed acceptance) of the corresponding Milestone Deliverables in accordance with the acceptance procedures set forth in Section 7. The Milestones are designed to be executed sequentially, with each Milestone building upon the work product of the preceding Milestone, although certain activities across Milestones may overlap where appropriate and as agreed by the Project Managers.
6.2 Milestone 1: Requirements Specification and Architecture Design
(a) Deliverables. The Milestone 1 Deliverables shall include the following:
(i) A detailed integration requirements specification for each of the five Argonaut Platforms (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E), defining the functional, performance, safety, and interface requirements for the ATLAS-RT integration on each platform;
(ii) An ATLAS-RT integration architecture design document, describing the overall software architecture for the ATLAS-RT integration across all five platforms, including hardware abstraction layer (HAL) specifications for each target processor architecture, inter-component communication architectures, and memory management strategies;
(iii) Interface control documents (ICDs) for all ATLAS-RT external interfaces, defining the data formats, communication protocols, timing requirements, and error-handling procedures for each interface between ATLAS-RT and VMS's proprietary vehicle platform software components; and
(iv) An integration test strategy document, outlining the overall approach to integration testing across all five Milestones, including test methodologies, test environment requirements, test coverage targets, and defect management procedures.
(b) Target Completion. Within three (3) months of the SOW Effective Date (target completion: September 21, 2022).
(c) Applicable Platforms. All five Argonaut Platforms (Argonaut-A, Argonaut-B, Argonaut-C, Argonaut-D, and Argonaut-E).
(d) Fee. Six Hundred Forty Thousand Dollars ($640,000), representing twenty percent (20%) of the total Integration Services Fee.
(e) Status. Milestone 1 was completed, and the requirements specification and associated Milestone 1 Deliverables were approved for all five Argonaut Platforms. The Milestone 1 fee of $640,000 has been invoiced and paid. For the avoidance of doubt, Milestone 1 deliverables for Argonaut-B were completed and accepted as part of the overall Milestone 1 scope; Milestone 1 was the only Milestone completed for Argonaut-B prior to the suspension of integration work on that platform.
6.3 Milestone 2: Source-Code Customization and Configuration
(a) Deliverables. The Milestone 2 Deliverables shall include the following:
(i) Platform-specific ATLAS-RT source-code customization packages for Tier 1 and Tier 2 platforms (Argonaut-A, Argonaut-B, and Argonaut-C), including customized kernel builds, real-time scheduler configurations, and platform-specific feature modules;
(ii) Hardware abstraction layer (HAL) configurations for each target processor architecture, enabling ATLAS-RT to interface with the specific hardware peripherals, communication buses, and I/O subsystems of each target platform;
(iii) Customized device driver integrations for VMS-specific peripheral hardware, including drivers for VMS's proprietary accessibility system controllers, sensor interfaces, and communication modules;
(iv) Updated API documentation reflecting all platform-specific customizations, including revised function signatures, parameter definitions, return codes, and usage examples; and
(v) A source-code review and quality assurance report, documenting the results of MeridianCode's internal code review process, static analysis findings, coding standards compliance assessment, and any identified issues or recommendations.
(b) Target Completion. Within seven (7) months of the SOW Effective Date (target completion: January 21, 2023).
(c) Applicable Platforms. Argonaut-A, Argonaut-B, and Argonaut-C (Tier 1 and Tier 2 platforms). Tier 3 platforms (Argonaut-D and Argonaut-E) are deferred to a later date, pending VMS's determination of the electrification integration timeline.
(d) Fee. Six Hundred Forty Thousand Dollars ($640,000), representing twenty percent (20%) of the total Integration Services Fee.
(e) Status. Milestone 2 was completed for Argonaut-C on January 15, 2023, when the source-code customization package for Argonaut-C was delivered and accepted. The Milestone 2 fee of $640,000 has been invoiced and paid.
6.4 Milestone 3: Alpha Integration Testing
(a) Deliverables. The Milestone 3 Deliverables shall include the following:
(i) Alpha-level integration of ATLAS-RT into at least two Tier 1 platform configurations (Argonaut-A and Argonaut-C), demonstrating basic functional operation of the ATLAS-RT kernel, HAL, device drivers, and application interfaces on target hardware;
(ii) Execution of the integration test plan developed during Milestone 1, including functional tests (verifying correct operation of all integrated components), performance benchmarks (measuring real-time scheduling latency, interrupt response time, and data throughput), and real-time scheduling validation (confirming compliance with ATLAS-RT's real-time performance specifications);
(iii) An alpha integration test report, documenting the pass/fail results for all executed test cases, including detailed test case descriptions, expected results, actual results, and disposition for any failed test cases;
(iv) A defect log and triage report, cataloging all defects discovered during alpha integration testing, classified by severity (Critical, Major, Minor, Cosmetic), component attribution (ATLAS-RT, HAL, device driver, VMS application layer), and resolution status; and
(v) Preliminary performance characterization data, including measurements of real-time scheduling latency, interrupt jitter, context switch time, inter-process communication throughput, and memory utilization for each integrated platform.
(b) Target Completion. Within eleven (11) months of the SOW Effective Date (target completion: May 21, 2023).
(c) Applicable Platforms. Argonaut-A and Argonaut-C (primary Tier 1 platforms); Argonaut-B (as ready, based on Tier 2 sequencing per Section 4.7).
(d) Fee. Six Hundred Forty Thousand Dollars ($640,000), representing twenty percent (20%) of the total Integration Services Fee.
(e) Status. Milestone 3 was completed for Argonaut-A on February 28, 2023, when alpha integration testing for the Argonaut-A platform was successfully completed and the alpha integration test report was delivered and accepted. This completion date was ahead of the target completion date of May 21, 2023. The Milestone 3 fee of $640,000 has been invoiced and paid.
6.5 Milestone 4: Beta Integration Testing and Validation
(a) Deliverables. The Milestone 4 Deliverables shall include the following:
(i) Beta-level integration of ATLAS-RT across all active platform configurations, demonstrating full functional operation of all integrated components, including resolution of all Critical and Major defects identified during alpha testing;
(ii) Full regression testing suite execution, confirming that all test cases previously passed during alpha testing continue to pass after defect resolution and further development;
(iii) Safety and reliability validation testing, including Failure Mode and Effects Analysis (FMEA), fault injection testing, watchdog timer verification, and graceful degradation testing, in accordance with applicable functional safety standards and VMS's internal safety requirements;
(iv) A beta integration test report, documenting the comprehensive test results for all active platforms, including regression test results, safety validation results, and overall integration quality assessment;
(v) Performance optimization recommendations, identifying opportunities to improve real-time performance, reduce resource utilization, and enhance system reliability based on data collected during alpha and beta testing; and
(vi) Updated integration documentation reflecting the beta-level configuration of each active platform, including revised architecture guides, configuration manuals, and API reference documentation.
(b) Target Completion. Within sixteen (16) months of the SOW Effective Date (target completion: October 21, 2023).
(c) Applicable Platforms. All active platforms. The set of "active" platforms at the time of Milestone 4 execution shall include all platforms for which Milestone 2 and Milestone 3 Deliverables have been completed and accepted.
(d) Fee. Six Hundred Forty Thousand Dollars ($640,000), representing twenty percent (20%) of the total Integration Services Fee.
(e) Status. As of the date of entry into Dormancy Status under the MESLSA, Milestone 4 had not commenced. The Milestone 4 fee of $640,000 has not been earned and remains unpaid.
6.6 Milestone 5: Production Readiness and Final Acceptance
(a) Deliverables. The Milestone 5 Deliverables shall include the following:
(i) A production-ready ATLAS-RT integration package for all designated Argonaut Platforms, including final, validated source-code builds, configuration files, device driver packages, and HAL implementations suitable for deployment in production vehicles;
(ii) Final integration validation and certification testing, including end-to-end system-level testing, environmental stress testing (temperature, vibration, electromagnetic interference), and compliance verification against VMS's production release criteria;
(iii) A production deployment guide and operational documentation, providing step-by-step instructions for deploying the ATLAS-RT integration package onto production hardware, including manufacturing line programming procedures, post-deployment verification steps, and field update procedures;
(iv) Training materials and knowledge-transfer sessions for VMS's production engineering team, covering production deployment procedures, field diagnostic tools, over-the-air update procedures, and ongoing maintenance and support processes;
(v) A final acceptance test report, documenting the comprehensive results of all final validation and certification testing, including a summary of all resolved defects, known issues, and residual risk assessment; and
(vi) A complete Deliverables archive containing all source code, configuration files, documentation, test artifacts, defect logs, and other work product created during the Integration Services, organized and indexed for long-term retention by VMS.
(b) Target Completion. Within twenty (20) months of the SOW Effective Date (target completion: February 21, 2024).
(c) Applicable Platforms. All designated Argonaut Platforms for which preceding Milestones have been completed and accepted.
(d) Fee. Six Hundred Forty Thousand Dollars ($640,000), representing twenty percent (20%) of the total Integration Services Fee.
(e) Status. As of the date of entry into Dormancy Status under the MESLSA, Milestone 5 had not commenced. The Milestone 5 fee of $640,000 has not been earned and remains unpaid.
6.7 Fee Summary Table
SECTION 7: ACCEPTANCE CRITERIA AND PROCEDURES
7.1 Delivery and Review Period
Upon the completion of each Milestone, Licensor shall deliver all Milestone Deliverables to Licensee, accompanied by a written notice of completion that identifies the Milestone, lists all Deliverables included in the submission, and certifies that the Deliverables have been prepared in accordance with the applicable Milestone specifications set forth in Section 6. Licensee shall have fifteen (15) business days from receipt of such written notice of completion to review the Deliverables and provide Licensor with written acceptance or written rejection (the "Review Period"). The Review Period shall commence on the business day following the date on which Licensee receives the written notice of completion and all associated Deliverables.
7.2 Acceptance Standards
Milestone Deliverables shall be evaluated against the following Acceptance Criteria:
(a) The Deliverables must conform in all material respects to the requirements, specifications, and descriptions set forth in the applicable Milestone description in Section 6 of this SOW.
(b) The Deliverables must be consistent with and conform to the Licensed Software Specifications set forth in Exhibit A to the MESLSA, including without limitation the functional specifications, performance specifications, and interface specifications for ATLAS-RT Version 4.2.
(c) Functional test results included in the Milestone Deliverables must meet or exceed the performance benchmarks specified in Exhibit A to the MESLSA, including without limitation the specified thresholds for real-time scheduling latency (no greater than 10 microseconds worst-case for highest-priority tasks), interrupt response time (no greater than 5 microseconds from interrupt assertion to handler entry), context switch time (no greater than 8 microseconds for full context save and restore), and inter-process communication throughput (minimum 500 MB/s for shared-memory channels).
(d) All source-code Deliverables must comply with MeridianCode's published coding standards (as provided to VMS during Milestone 1) and must pass all applicable automated quality checks, including static analysis, code coverage verification (minimum 90% statement coverage for safety-critical modules), and compliance with MISRA C:2012 coding guidelines as applicable.
(e) All documentation Deliverables must be complete, accurate, and internally consistent, and must be delivered in editable electronic format (Microsoft Word or equivalent) and PDF.
7.3 Rejection and Cure
(a) If Licensee rejects any Milestone Deliverable during the Review Period, Licensee shall provide Licensor with a detailed written description of the deficiency or non-conformance, identifying the specific Acceptance Criteria that have not been met and providing sufficient detail to enable Licensor to understand and address the identified issues.
(b) Licensor shall have twenty (20) business days from receipt of the rejection notice to cure the identified deficiencies, complete any necessary revisions or corrections, and redeliver the Deliverables to Licensee (the "Cure Period"). Upon redelivery, the Licensee shall have an additional ten (10) business day review period to evaluate the corrected Deliverables.
(c) If Licensor fails to cure the identified deficiencies within the Cure Period, or if the redelivered Deliverables continue to fail to meet the Acceptance Criteria, the Parties shall escalate the matter to the joint steering committee for resolution. The joint steering committee shall have fifteen (15) business days to agree upon a remediation plan, which may include revised timelines, additional engineering resources, or mutually agreed modifications to the Acceptance Criteria.
(d) Failure by Licensor to cure deficiencies after two (2) complete redelivery cycles (i.e., two rounds of rejection, cure, and redelivery) shall constitute a material breach by Licensor under the MESLSA, entitling Licensee to exercise its remedies under Section 10 of the MESLSA, including without limitation the right to terminate the MESLSA and this SOW for cause.
7.4 Deemed Acceptance
If Licensee does not provide written acceptance or written rejection of any Milestone Deliverable within the fifteen (15) business day Review Period specified in Section 7.1, the applicable Milestone Deliverables shall be deemed accepted as of the expiration of the Review Period, and Licensor shall be entitled to invoice for the corresponding Milestone fee in accordance with Section 8.
SECTION 8: FEES AND PAYMENT TERMS
8.1 Total Integration Services Fee
The total fee for all Integration Services to be performed by Licensor under this SOW No. 1 is Three Million Two Hundred Thousand Dollars ($3,200,000) (the "Integration Services Fee"). The Integration Services Fee is payable on a milestone basis as set forth in the fee schedule in Section 6.7, with each Milestone fee becoming due and payable upon Licensee's acceptance (or deemed acceptance) of the corresponding Milestone Deliverables.
8.2 Invoicing. Upon acceptance (or deemed acceptance) of each Milestone's Deliverables in accordance with Section 7, Licensor shall issue an invoice to Licensee for the corresponding Milestone fee. Each invoice shall reference this SOW No. 1, the applicable Milestone number and description, the acceptance date, and the amount due. All invoices shall be directed to:
Rachel A. Huang Vice President, Procurement & Strategic Sourcing Vantage Mobility Systems Corp. 4100 Industrial Parkway Sterling Heights, MI 48312
Email: rhuang@vantagemobility.com
Licensor shall provide invoices in electronic format (PDF) via email to the address above, with a copy to VMS's designated Project Manager.
8.3 Payment Terms
Payment of each invoice is due within thirty (30) calendar days of Licensee's receipt of a valid invoice. Late payments shall accrue interest at the rate specified in Exhibit B to the MESLSA, which provides for interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, calculated from the date payment was due until the date of actual payment. Licensee shall pay all amounts due hereunder in United States Dollars by wire transfer to the account designated by Licensor in writing.
8.4 Taxes. All fees set forth in this SOW are exclusive of any applicable federal, state, local, or foreign taxes, including without limitation sales taxes, use taxes, value-added taxes, goods and services taxes, and similar assessments. Licensee shall be responsible for the payment of all such taxes arising in connection with the Integration Services and fees under this SOW, excluding taxes based on Licensor's net income. If Licensor is required by law to collect any such taxes, Licensor shall include the applicable tax amounts on its invoices, and Licensee shall pay such amounts in addition to the Integration Services Fees.
8.5 Relationship to Other MESLSA Fees
The Integration Services Fee under this SOW is one component of the total MESLSA deal value of Twenty Million Dollars ($20,000,000). The MESLSA deal value comprises the following fee components:
(a) Upfront License Fee: Eight Million Dollars ($8,000,000), payable upon execution of the MESLSA;
(b) Annual Maintenance and Support Fees: Two Million Four Hundred Thousand Dollars ($2,400,000) per year during the MESLSA Term;
(c) Per-Unit Runtime Royalties: Eighty Dollars ($80) per unit for each production vehicle incorporating the Licensed Software, subject to an aggregate royalty cap of Four Million Dollars ($4,000,000) over the MESLSA Term; and
(d) Integration Services Fees: Three Million Two Hundred Thousand Dollars ($3,200,000), payable under this SOW No. 1 on a milestone basis as set forth herein.
The Integration Services Fees under this SOW are separate from and in addition to all other fees payable under the MESLSA. Payment of Integration Services Fees does not reduce or offset any other fees due under the MESLSA, and non-payment of Integration Services Fees does not affect Licensee's obligations with respect to other MESLSA fee components, except as expressly provided in the MESLSA.
8.6 Effect of Dormancy on Fees
If the MESLSA enters Dormancy Status under Section 9.4 of the MESLSA, the following provisions shall apply to fees under this SOW:
(a) No Milestone fees shall accrue for Milestones that have not yet commenced as of the date of entry into Dormancy Status, and all Milestone deadlines shall be tolled for the duration of the dormancy period.
(b) Fees for Milestones that have been accepted (or deemed accepted) and paid prior to the date of entry into Dormancy Status are non-refundable under the terms of this SOW, subject to the provisions of Section 9.1 of the MESLSA regarding fee forfeiture upon early termination of the MESLSA prior to the twenty-four (24) month anniversary of the MESLSA Effective Date.
(c) Upon resumption of active status following a period of Dormancy, the Parties shall negotiate in good faith any adjustments to Milestone fees that may be necessary to reflect changes in scope, resource requirements, or market conditions resulting from the dormancy period. Any such adjustments shall be documented in a written change order pursuant to Section 13.
SECTION 9: PERSONNEL AND PROJECT MANAGEMENT
9.1 Licensor Project Manager
MeridianCode shall designate a Project Manager with the authority and responsibility to manage day-to-day integration activities on behalf of Licensor, including scheduling, resource coordination, technical issue resolution, and communication with VMS's Project Manager. The initial Licensor Project Manager shall be designated by Gregory L. Fisk, SVP, Automotive & Mobility Licensing, within ten (10) business days of the SOW Effective Date, and VMS shall be notified in writing of such designation. Enterprise license management coordination for the Integration Services shall be provided by Diana Cho, Director, Enterprise License Management, who shall serve as the primary contact for license-related matters, including tracking of derivative works, license compliance, and coordination with VMS's Procurement & Strategic Sourcing team.
9.2 Licensee Project Manager
VMS shall designate a Project Manager with the authority and responsibility to manage day-to-day integration activities on the Licensee side, including coordination with MeridianCode's Project Manager, internal resource allocation, facility access arrangements, and technical decision-making within the scope of the Integration Services. Engineering oversight for the VMS Engineering Team shall be provided by Lena Petrova, Director, Software Integration Engineering, who shall be responsible for the assignment, supervision, and technical direction of VMS engineering personnel participating in integration activities. The executive sponsor for Project Argonaut on the VMS side is Dennis J. Whitfield, Chief Technology Officer, who shall serve as the ultimate decision-maker for VMS on matters relating to Project Argonaut scope, schedule, and strategic direction, and who shall participate in the monthly joint steering committee meetings described in Section 5.3(b).
9.3 Staffing and Qualifications
(a) Licensor shall assign integration engineers with demonstrated expertise in ATLAS-RT architecture, configuration, and deployment, as well as experience with automotive-grade embedded systems development, real-time operating systems, and the specific processor architectures utilized by the Argonaut Platforms. Licensor's integration engineers shall possess, at a minimum, three (3) years of experience with ATLAS-RT or comparable real-time embedded operating systems and familiarity with automotive functional safety concepts.