1042-00005 · Lattimore, Parish & Keene LLP · Transaction Documents

oem-reseller-agreement-first-draft.docx DOCUMENT M&A / Corporate

9 / 12 ← → ✕

Contract analysis Extract to table

OEM RESELLER AGREEMENT

By and Between

Brightfield Cloud Services Inc.

and

Vantage Industrial Solutions, LLC

Prepared by

Calderwood & Harkness LLP 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201

Draft Date: January 6, 2026

Engagement Number: 1042-00005

PRIVILEGED & CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY This draft agreement is furnished for discussion purposes only and does not constitute a binding offer or commitment by either party. All terms remain subject to further negotiation.

Right-click to update Table of Contents

OEM RESELLER AGREEMENT

This OEM Reseller Agreement (this "Agreement") is entered into as of ___, 2026 (the "Effective Date"), by and between:

Brightfield Cloud Services Inc., a Delaware corporation with its principal place of business at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746 ("BCS" or "Licensor");

and

Vantage Industrial Solutions, LLC, a Delaware limited liability company with its principal place of business at 7755 Commerce Park Drive, Solon, OH 44139 ("Vantage" or "Reseller").

BCS and Vantage are each individually referred to herein as a "Party" and collectively as the "Parties."

RECITALS

WHEREAS, BCS has developed and owns the proprietary BrightEdge IoT Platform, consisting of (i) the BrightEdge SaaS subscription software (cloud-hosted analytics and dashboard), (ii) BrightEdge Edge Firmware (embedded software loaded onto BCS hardware modules), and (iii) BCS Model BE-400 and BE-600 sensor hardware modules (collectively, the "Licensed Technology");

WHEREAS, BCS is engaged in the business of providing enterprise IoT platform solutions combining SaaS analytics dashboards, edge-computing firmware, and proprietary sensor hardware modules for industrial applications;

WHEREAS, Vantage is engaged in the design, manufacture, and distribution of programmable logic controllers, SCADA interfaces, and industrial automation hardware to enterprise and mid-market manufacturers across North America;

WHEREAS, Vantage desires to embed the Licensed Technology into Vantage's product line and resell the combined solution to end-users, and BCS desires to grant Vantage such rights, subject to the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth 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 defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.

1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or equivalent ownership interest 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 "Agreement" means this OEM Reseller Agreement, including all Exhibits attached hereto and incorporated herein by reference, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.

1.3 "BrightEdge Edge Firmware" means the embedded software developed by BCS and designed to be loaded onto BCS Hardware Modules, providing real-time data processing, edge-computing capabilities, local data caching, and over-the-air update functionality, as more particularly described in Exhibit A.

1.4 "BrightEdge SaaS Subscription" means the cloud-hosted analytics and dashboard software application made available by BCS on a subscription basis as part of the Licensed Technology, including data visualization, real-time monitoring, alert management, and reporting engine functionality, as more particularly described in Exhibit A.

1.5 "BCS Hardware Modules" means the BCS Model BE-400 and Model BE-600 sensor hardware modules manufactured or caused to be manufactured by BCS, as further described in Exhibit A, together with any successor models that BCS may designate from time to time during the Term as replacements for or additions to the foregoing models.

1.6 "BCS Marks" means the trademarks, service marks, trade names, and logos of BCS, including the "BrightEdge" word mark, the BCS logo, and all associated design marks, as further described in Exhibit D.

1.7 "Combined Product" means any Vantage product or products into which the Licensed Technology has been embedded or integrated by Vantage for resale to End-Users in accordance with this Agreement.

1.8 "Competing Product" means any product, software, or service that provides functionality substantially similar to the Licensed Technology, including any product incorporating cloud-based IoT analytics, edge-computing firmware, or sensor hardware modules designed for industrial applications. For the avoidance of doubt, the scope of this definition is intended to encompass products that combine cloud-based analytics with hardware sensor or edge-computing components for use in industrial automation environments.

1.9 "Confidential Information" has the meaning set forth in Section 11.1.

1.10 "Contract Year" means each successive twelve (12)-month period commencing on the Effective Date (for the first Contract Year) or on the applicable anniversary of the Effective Date (for each subsequent Contract Year).

1.11 "Effective Date" means the date first written above in the preamble of this Agreement.

1.12 "End-User" means any third-party customer of Vantage that purchases or licenses a Combined Product from Vantage for such End-User's own internal use and not for resale or redistribution.

1.13 "Escrow Agent" means Pinnacle Escrow Services, Inc., located at 2300 Clarendon Boulevard, Suite 410, Arlington, VA 22201, or such successor escrow agent as may be designated pursuant to the Source Code Escrow Agreement.

1.14 "Initial Term" has the meaning set forth in Section 3.1.

1.15 "Licensed Technology" means, collectively, the BrightEdge SaaS Subscription, the BrightEdge Edge Firmware, and the BCS Hardware Modules, as more particularly described in Exhibit A, together with all updates, patches, bug fixes, and other modifications thereto provided by BCS to Vantage during the Term.

1.16 "MAC" or "Minimum Annual Commitment" has the meaning set forth in Section 5.2.

1.17 "Net Resale Price" means the gross amount invoiced by Vantage to an End-User for the BrightEdge SaaS Subscription component of a Combined Product, less any applicable sales or use taxes, returns, and commercially reasonable credits actually granted by Vantage to such End-User. For the avoidance of doubt, the Net Resale Price shall not include amounts invoiced by Vantage for Vantage's own products or services that are bundled with the Combined Product.

1.18 "Renewal Term" has the meaning set forth in Section 3.2.

1.19 "Source Code" means the human-readable source code of the BrightEdge platform (version 4.2 and all subsequent updates deposited pursuant to the Source Code Escrow Agreement), together with all build scripts, documentation, and other materials reasonably necessary to compile and build the BrightEdge platform from such source code.

1.20 "Source Code Escrow Agreement" means the three-party escrow agreement among BCS, Vantage, and the Escrow Agent in the form attached hereto as Exhibit E, to be executed concurrently with this Agreement.

1.21 "Territory" means the United States of America (including all fifty (50) states and the District of Columbia) and Canada (including all provinces and territories), as further depicted in Exhibit C.

1.22 "Upfront License Fee" has the meaning set forth in Section 5.1.

ARTICLE 2 — APPOINTMENT AND GRANT OF RIGHTS

2.1 Appointment as OEM Reseller. BCS hereby appoints Vantage, and Vantage hereby accepts appointment, as an authorized OEM reseller of the Licensed Technology within the Territory during the Term, subject to the terms and conditions of this Agreement. Vantage's right under this appointment is limited to embedding the Licensed Technology into Vantage's product line and reselling the resulting Combined Products to End-Users within the Territory. Vantage shall not hold itself out as an agent of BCS or make any commitments or representations on behalf of BCS, except as expressly authorized in writing by BCS.

2.2 Non-Exclusive Appointment; Limited Exclusivity Covenant. The appointment granted to Vantage hereunder is non-exclusive. Notwithstanding the foregoing, BCS agrees that, during the Initial Term, BCS shall not appoint more than four (4) additional OEM resellers in the industrial automation vertical within the Territory (the "Limited Exclusivity Covenant"). For purposes of this Section 2.2, the "industrial automation vertical" means the market for programmable logic controllers, SCADA systems, distributed control systems, and related industrial automation equipment sold to manufacturing enterprises. For the avoidance of doubt, BCS retains the unrestricted right to (a) sell, license, or distribute the Licensed Technology directly to end-users, system integrators, or other customers within or outside the Territory, and (b) appoint OEM resellers in verticals other than industrial automation without limitation and without any obligation to notify Vantage of such appointments. The Limited Exclusivity Covenant shall expire at the end of the Initial Term and shall not apply during any Renewal Term unless the Parties otherwise agree in writing.

2.3 Scope of License. Subject to the terms and conditions of this Agreement, BCS hereby grants to Vantage a limited, non-transferable (except as provided in Section 18.5), non-sublicensable right and license during the Term to:

(a) embed the BrightEdge Edge Firmware into BCS Hardware Modules as part of the Combined Product, in accordance with BCS's published integration specifications and documentation;

(b) resell the BrightEdge SaaS Subscription to End-Users as a bundled component of the Combined Product, subject to End-Users' acceptance of BCS's standard end-user subscription terms;

(c) purchase BCS Hardware Modules from BCS at the prices set forth in Section 5.3 and Exhibit B for integration into the Combined Product; and

(d) use the BCS Marks solely in connection with the marketing, promotion, and resale of the Licensed Technology and Combined Products within the Territory, in accordance with Article 10 and the brand-use guidelines set forth in Exhibit D.

2.4 Restrictions. Except as expressly authorized in this Agreement, Vantage shall not, and shall not permit any third party to:

(a) modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Licensed Technology, except to the extent that such activities are expressly permitted by applicable law notwithstanding this restriction;

(b) remove, alter, cover, or obscure any copyright notice, trademark, patent marking, or other proprietary notice or legend placed by BCS on or within the Licensed Technology or any documentation;

(c) resell, distribute, license, or otherwise make available the Licensed Technology on a standalone basis (i.e., not embedded in or integrated with a Combined Product);

(d) resell, distribute, license, or otherwise make available the Licensed Technology or any Combined Product outside the Territory;

(e) sublicense, assign, transfer, pledge, or otherwise encumber any of the rights granted hereunder, except as expressly permitted in Section 18.5;

(f) use the Licensed Technology for any purpose other than as expressly authorized under this Agreement, including for the provision of service-bureau, outsourcing, or application service provider services to third parties; or

(g) create derivative works based on the Licensed Technology, except as may be incidentally necessary to embed the BrightEdge Edge Firmware into BCS Hardware Modules in accordance with Section 2.3(a).

2.5 Reservation of Rights. BCS expressly reserves all rights in and to the Licensed Technology and BCS Marks that are not expressly granted to Vantage under this Agreement. No implied licenses are granted by BCS under this Agreement by implication, estoppel, or otherwise. Without limiting the foregoing, nothing in this Agreement grants Vantage any right, title, or interest in any patents, copyrights, trade secrets, or other intellectual property rights of BCS, except for the limited license rights expressly set forth in Section 2.3.

ARTICLE 3 — TERM AND RENEWAL

3.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of three (3) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with Article 4. The Parties anticipate that the Effective Date will be on or about February 20, 2026, in which case the Initial Term would expire on February 19, 2029.

3.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days before the end of the then-current Term. The Initial Term and any Renewal Terms are collectively referred to herein as the "Term." The terms and conditions of this Agreement shall remain in full force and effect during each Renewal Term, subject to adjustments to the MAC and hardware pricing as set forth in Section 5.8.

ARTICLE 4 — TERMINATION

4.1 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail. Notwithstanding the foregoing, in the case of a payment default by Vantage under Article 5, the cure period shall be fifteen (15) days after receipt of written notice from BCS specifying such payment default. A Party's right to terminate under this Section 4.1 is in addition to, and not in lieu of, any other rights or remedies available to such Party at law or in equity.

4.2 Termination for Convenience. After the first anniversary of the Effective Date, either Party may terminate this Agreement for convenience, with or without cause, upon one hundred eighty (180) days' prior written notice to the other Party. Upon termination for convenience by either Party, Vantage shall remain liable for payment of any outstanding MAC shortfall through the date of termination, calculated on a pro-rata basis in accordance with Section 5.6. For the avoidance of doubt, neither Party shall have a right to terminate for convenience during the first twelve (12) months following the Effective Date.

4.3 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, or has filed against it, a petition in bankruptcy, reorganization, or arrangement under any applicable bankruptcy or insolvency law, and such petition is not dismissed within sixty (60) days of filing; or (d) has a receiver, trustee, custodian, or similar official appointed for a substantial portion of its assets. The rights set forth in this Section 4.3 are in addition to any other rights that a Party may have under applicable law.

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

(a) All licenses and rights granted to Vantage under this Agreement shall immediately terminate, and Vantage shall have no further right to embed, distribute, resell, or otherwise exploit the Licensed Technology;

(b) Vantage shall immediately cease all use of the Licensed Technology and the BCS Marks in all forms and media, including removing BCS Marks from Vantage's website, marketing materials, product packaging, and other collateral;

(c) Vantage shall, at BCS's election, promptly return or destroy all Confidential Information of BCS in its possession or control, and shall certify in writing to BCS that all such Confidential Information has been returned or destroyed, as applicable;

(d) Notwithstanding the foregoing, Vantage may continue to sell existing inventory of Combined Products already in Vantage's physical possession as of the date of termination or expiration for a period not to exceed ninety (90) days following such termination or expiration (the "Wind-Down Period"), provided that all applicable royalty and payment obligations under Article 5 shall continue to apply to any such sales during the Wind-Down Period;

(e) All accrued payment obligations of Vantage under this Agreement, including any MAC shortfall obligations, software royalty payments, and amounts due for Hardware Modules already delivered, shall survive termination or expiration and shall remain due and payable in accordance with their terms; and

(f) BCS shall continue to maintain End-User SaaS subscriptions for a period of twelve (12) months following termination or expiration to facilitate orderly transition of End-User accounts, subject to payment of applicable fees by Vantage or End-Users.

4.5 Survival. The following provisions shall survive any termination or expiration of this Agreement: Articles 1, 9, 11, 13, 14, 15, 17, and 18, and Sections 4.4, 4.5, 5.6, 5.7, 8.4, and 12.1. Any other provisions that by their nature are intended to survive termination or expiration shall also survive.

ARTICLE 5 — FINANCIAL TERMS

5.1 Upfront License Fee. In partial consideration for the rights granted to Vantage under this Agreement, Vantage shall pay BCS a non-refundable upfront license fee of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Upfront License Fee") within ten (10) business days of the Effective Date. The Upfront License Fee shall be payable by wire transfer in accordance with Section 5.7. The Upfront License Fee is non-refundable in all circumstances, including termination of this Agreement by either Party for any reason. The Upfront License Fee shall be credited against Vantage's Minimum Annual Commitment for Contract Year 1, such that the net remaining MAC obligation for Contract Year 1 shall be Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) (i.e., $5,000,000 minus $750,000).

5.2 Minimum Annual Commitment (MAC). Vantage hereby commits to purchase a minimum of Five Million Dollars ($5,000,000.00) per Contract Year in combined software license fees (including software royalties payable under Section 5.4) and hardware unit purchases under Section 5.3 (the "Minimum Annual Commitment" or "MAC"). The MAC represents a material inducement to BCS's willingness to enter into this Agreement, and Vantage acknowledges that BCS is relying upon Vantage's commitment to meet the MAC in each Contract Year. The total deal value contemplated under the Initial Term is Fifteen Million Dollars ($15,000,000.00), calculated as the product of the annual MAC of $5,000,000 multiplied by the three (3) Contract Years comprising the Initial Term. For the avoidance of doubt, the Upfront License Fee shall be counted toward the MAC for Contract Year 1 as provided in Section 5.1.

5.3 Hardware Pricing. BCS shall sell BCS Hardware Modules to Vantage at the following unit prices during the Initial Term:

All prices are stated in U.S. dollars and are FOB BCS's facility at Austin, Texas. Title to and risk of loss for BCS Hardware Modules shall transfer to Vantage upon delivery of such Hardware Modules to the carrier at BCS's facility. Hardware pricing is set forth in further detail in Exhibit B. Vantage shall pay for BCS Hardware Modules in accordance with the payment terms set forth in Section 5.7. All hardware unit purchases shall be counted toward the MAC for the applicable Contract Year.

5.4 Software Royalty. In consideration for the license to resell the BrightEdge SaaS Subscription as a component of the Combined Product, Vantage shall pay BCS a software royalty equal to eighteen percent (18%) of the Net Resale Price of the BrightEdge SaaS Subscription billed by Vantage to each End-User. Software royalties shall be payable quarterly in arrears, within thirty (30) days following the end of each calendar quarter (i.e., within thirty (30) days after March 31, June 30, September 30, and December 31 of each calendar year). Each royalty payment shall be accompanied by a quarterly royalty report prepared in accordance with Section 8.2 and substantially in the form set forth in Exhibit G, setting forth in reasonable detail the basis for the royalty calculation. All software royalty payments shall be counted toward the MAC for the applicable Contract Year.

5.5 Volume discount. If Vantage's aggregate annual purchases (hardware purchases plus software royalties) exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in any Contract Year, BCS shall grant Vantage a six percent (6%) discount on all hardware purchases above the $7,500,000 threshold during that Contract Year. The volume discount shall apply only to hardware unit prices and shall not apply to software royalty rates. The volume discount shall be calculated at the end of each Contract Year based on Vantage's aggregate purchases for such Contract Year, and shall be applied as a credit against Vantage's invoices for the first calendar quarter of the immediately following Contract Year. In the event that this Agreement terminates or expires and no subsequent quarter exists against which to apply the credit, BCS shall pay the credit amount to Vantage within forty-five (45) days after the end of the applicable Contract Year.

5.6 MAC Shortfall Payment. If Vantage's aggregate purchases (including hardware unit purchases, software royalties, and the Upfront License Fee credited pursuant to Section 5.1) in any Contract Year fall below the MAC for such Contract Year, Vantage shall pay BCS the difference between the MAC and the actual aggregate purchases for such Contract Year (the "Shortfall Amount") within forty-five (45) days after the end of the applicable Contract Year. By way of illustration, if Vantage's aggregate purchases during Contract Year 1 total Four Million One Hundred Thousand Dollars ($4,100,000.00), the Shortfall Amount would be Nine Hundred Thousand Dollars ($900,000.00) (i.e., $5,000,000 minus $4,100,000). In the event of termination of this Agreement mid-year pursuant to Section 4.2, the MAC for the partial Contract Year shall be pro-rated based on the number of days elapsed in such Contract Year divided by three hundred sixty-five (365) days, and the Shortfall Amount, if any, shall be calculated based on such pro-rated MAC. Vantage's obligation to pay any Shortfall Amount shall survive termination or expiration of this Agreement.

5.7 Payment Terms. All amounts due under this Agreement shall be payable in United States dollars. Unless otherwise specified herein, all invoiced amounts shall be due and payable net thirty (30) days from the date of invoice. Late payments shall accrue interest at the rate of the lesser of (a) one and one-half percent (1.5%) per month (18% per annum) or (b) the maximum rate permitted under the laws of the State of Delaware, calculated from the date such payment was due until the date of actual payment. All payments shall be made by wire transfer of immediately available funds to such bank account or accounts as BCS shall designate in writing from time to time. Vantage shall not withhold, offset, or deduct any amounts from payments due to BCS under this Agreement except to the extent that such withholding, offset, or deduction is expressly authorized under this Agreement or required by applicable law.

5.8 Renewal Term Pricing. Upon commencement of each Renewal Term, the following pricing adjustments shall apply:

(a) MAC Escalation. The MAC shall increase by four percent (4%) per annum, compounded annually, for each Renewal Term. By way of illustration:

(i) Contract Year 4 (first Renewal Term): $5,000,000 × 1.04 = $5,200,000

(ii) Contract Year 5 (second Renewal Term): $5,200,000 × 1.04 = $5,408,000

(iii) And so on for each subsequent Renewal Term.

(b) Hardware Pricing Adjustment. Hardware unit pricing for each Renewal Term shall be subject to adjustment by BCS upon not less than ninety (90) days' prior written notice to Vantage before the commencement of the applicable Renewal Term, provided that any increase in hardware unit pricing shall not exceed five percent (5%) per annum over the prices in effect during the immediately preceding Term. In the absence of such notice, hardware unit pricing shall remain unchanged for the applicable Renewal Term.

5.9 Taxes. All amounts payable by Vantage under this Agreement are exclusive of any and all applicable federal, state, provincial, local, or foreign sales, use, value-added, goods and services, harmonized sales, excise, or similar taxes, duties, or governmental charges. Vantage shall be responsible for the payment of all such taxes, however designated, that are imposed on or in connection with the transactions contemplated by this Agreement, other than taxes that are based on BCS's net income or gross receipts. If Vantage is required by applicable law to withhold or deduct any taxes from amounts payable to BCS, Vantage shall gross up the payment so that BCS receives the full amount that would have been received had no such withholding or deduction been required.

ARTICLE 6 — ORDERING, DELIVERY, AND ACCEPTANCE

6.1 Purchase Orders. Vantage shall submit purchase orders for BCS Hardware Modules in writing (including by email) to BCS at least thirty (30) days prior to the requested delivery date, using the form of purchase order attached hereto as Exhibit F or such other form as BCS may reasonably approve. Each purchase order shall specify the Hardware Module model (BE-400 or BE-600), quantity, requested delivery date, shipping address, and any other information reasonably requested by BCS. All purchase orders are subject to acceptance by BCS. BCS shall acknowledge receipt of each purchase order within five (5) business days and shall confirm the estimated delivery date. In the event of any conflict between the terms of a purchase order and the terms of this Agreement, the terms of this Agreement shall control.

6.2 Delivery. BCS shall use commercially reasonable efforts to deliver BCS Hardware Modules within the timeframe specified in the applicable purchase order. Delivery terms for all BCS Hardware Modules shall be FOB BCS's facility at Austin, Texas, and risk of loss and title shall transfer to Vantage upon delivery of the Hardware Modules to the carrier at BCS's facility. BCS shall select the carrier unless Vantage specifies a preferred carrier in the applicable purchase order. Freight, shipping, and insurance charges shall be the responsibility of Vantage. BCS shall not be liable for any delay in delivery caused by circumstances beyond its reasonable control, provided that BCS shall promptly notify Vantage of any anticipated delay and use commercially reasonable efforts to minimize such delay.

6.3 Acceptance. Vantage shall have fifteen (15) business days following delivery of BCS Hardware Modules to inspect such Hardware Modules and notify BCS in writing of any material defects or non-conformance with the specifications set forth in Exhibit A. Such notice of rejection shall describe the defect or non-conformance in reasonable detail. If Vantage fails to provide written notice of rejection within such fifteen (15)-business-day period, the Hardware Modules shall be deemed accepted. Upon receipt of a valid notice of rejection, BCS shall, at its option, repair or replace the defective or non-conforming Hardware Modules within a commercially reasonable timeframe. The foregoing inspection and rejection rights are in addition to, and do not limit, the hardware warranty provided in Section 7.3.

6.4 SaaS Provisioning. BCS shall provision End-User access to the BrightEdge SaaS Subscription within five (5) business days of receipt of Vantage's written activation request for each End-User account, provided that such activation request contains all information reasonably required by BCS to establish the End-User account, including the End-User's name, contact information, and subscription tier. Vantage shall be responsible for ensuring that each End-User has agreed to BCS's standard end-user subscription terms prior to submitting an activation request.

ARTICLE 7 — SUPPORT AND MAINTENANCE

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

(a) Tier 1 Support. Vantage shall serve as the first point of contact for End-Users with respect to all support inquiries, troubleshooting, and issue resolution relating to the Combined Product. Vantage shall maintain a qualified support team with sufficient training on the Licensed Technology to provide Tier 1 support effectively.

(b) Tier 2/3 Support. BCS shall provide escalation support to Vantage for issues that Vantage is unable to resolve through Tier 1 support. BCS shall use commercially reasonable efforts to respond to Tier 2/3 escalation requests within the response times specified in BCS's then-current support policies. BCS's Tier 2/3 support shall be provided to Vantage's designated support personnel and not directly to End-Users, unless otherwise agreed by the Parties in writing.

7.2 Software Updates and Upgrades. BCS shall provide all generally available software updates, patches, bug fixes, and minor version releases (collectively, "Updates") for the BrightEdge SaaS Subscription and BrightEdge Edge Firmware to Vantage at no additional charge during the Term. BCS shall use commercially reasonable efforts to provide advance notice to Vantage of material Updates and to coordinate deployment schedules to minimize disruption to End-Users. Major version upgrades (i.e., new major releases that introduce significant new functionality or architecture changes) may be subject to additional license fees to be mutually agreed upon by the Parties in good faith. BCS shall not be obligated to make major version upgrades available to Vantage, but if BCS makes a major version upgrade generally available to its other OEM resellers, BCS shall offer such upgrade to Vantage on terms no less favorable than those offered to such other resellers.

7.3 Hardware Warranty. BCS warrants that BCS Hardware Modules delivered to Vantage under this Agreement shall be free from defects in materials and workmanship under normal use and service conditions for a period of twenty-four (24) months from the date of delivery of such Hardware Modules to Vantage (the "Warranty Period"). BCS's sole obligation and Vantage's sole and exclusive remedy for any breach of this hardware warranty shall be, at BCS's election, the repair or replacement of the defective Hardware Module. BCS shall bear the cost of repair or replacement, including return shipping costs for Hardware Modules returned to BCS under warranty. This warranty does not cover damage caused by accident, misuse, neglect, alteration, unauthorized repair, improper installation, or use outside the environmental specifications set forth in Exhibit A.

7.4 SaaS Availability. BCS shall use commercially reasonable efforts to maintain at least ninety-nine and one-half percent (99.5%) uptime availability for the BrightEdge SaaS Subscription, measured on a monthly basis. For purposes of this Section, "uptime" means the percentage of time during a given calendar month that the BrightEdge SaaS Subscription is operational and accessible to End-Users, excluding scheduled maintenance windows. BCS shall provide Vantage with at least seventy-two (72) hours' prior written notice of any scheduled maintenance window expected to exceed thirty (30) minutes. BCS shall use commercially reasonable efforts to schedule maintenance windows during off-peak hours. In the event that BCS fails to meet the 99.5% uptime commitment in any calendar month, the Parties shall discuss in good faith appropriate service credits or other remedies.

ARTICLE 8 — RECORDS, REPORTING, AND AUDIT

8.1 Record-Keeping. Vantage shall maintain complete and accurate books and records relating to its resale of the Licensed Technology and Combined Products under this Agreement, including End-User resale prices, unit volumes, royalty calculations, and all amounts payable hereunder, in accordance with generally accepted accounting principles consistently applied. Vantage shall retain such books and records for at least three (3) years following the end of each Contract Year to which they relate, or for such longer period as may be required by applicable law.

8.2 Quarterly Reports. Vantage shall provide BCS with quarterly reports, substantially in the form set forth in Exhibit G, within thirty (30) days after the end of each calendar quarter during the Term, detailing the following information for such quarter:

(a) units of each Hardware Module model (BE-400 and BE-600) sold or otherwise distributed by Vantage during the quarter;

(b) number of active End-User SaaS subscriptions as of the end of the quarter;

(d) royalties payable to BCS for the quarter, calculated in accordance with Section 5.4; and

(e) total cumulative purchases toward the MAC for the applicable Contract Year.

8.3 Annual Reconciliation. Within sixty (60) days after the end of each Contract Year, Vantage shall provide BCS with an annual reconciliation statement setting forth in reasonable detail the aggregate amounts of hardware purchases, software royalties, and other payments made by Vantage during such Contract Year, together with a calculation of any MAC shortfall or volume discount entitlement. Such annual reconciliation statement shall be certified by a financial officer of Vantage as being true, complete, and accurate in all material respects.

8.4 Audit Rights. BCS shall have the right, upon not less than thirty (30) days' prior written notice to Vantage, to audit Vantage's books and records relating to this Agreement no more than once per Contract Year (i.e., one audit per twelve-month period). Each such audit shall be conducted during normal business hours at Vantage's principal office by BCS's internal audit staff or by an independent certified public accountant designated by BCS and reasonably acceptable to Vantage. Such independent accountant shall be required to execute a confidentiality agreement in form and substance reasonably acceptable to Vantage. If an audit reveals an underpayment by Vantage of more than five percent (5%) of the amounts due for any period audited, Vantage shall bear the reasonable costs and expenses of such audit (including the fees of the independent accountant), and shall promptly pay the deficiency to BCS together with interest thereon calculated in accordance with Section 5.7 from the date such amounts were originally due. If the audit reveals an underpayment of five percent (5%) or less, BCS shall bear the costs of such audit. Vantage shall cooperate fully with BCS and its designated auditors in connection with any audit conducted under this Section 8.4 and shall provide reasonable access to its facilities, personnel, books, and records as reasonably necessary for the conduct of such audit. The rights set forth in this Section 8.4 shall survive termination or expiration of this Agreement for a period of three (3) years.

ARTICLE 9 — INTELLECTUAL PROPERTY OWNERSHIP

9.1 BCS Ownership. As between the Parties, BCS retains all right, title, and interest in and to the Licensed Technology, including without limitation the BrightEdge SaaS Subscription, the BrightEdge Edge Firmware, and all BCS Hardware Module designs and specifications, all BCS Marks, and all related patents, patent applications, copyrights, trade secrets, trademarks, know-how, and other intellectual property rights pertaining thereto, and all derivatives, modifications, enhancements, and improvements thereof. Nothing in this Agreement shall be construed as an assignment or transfer of any intellectual property rights from BCS to Vantage, and Vantage acknowledges that it acquires no ownership interest in the Licensed Technology or BCS Marks by virtue of this Agreement or its performance hereunder.

9.2 Vantage Ownership. As between the Parties, Vantage retains all right, title, and interest in and to its own products, technology, trademarks, and other intellectual property, including without limitation its programmable logic controllers, SCADA interfaces, industrial automation hardware, and related software and documentation. Any integration work, customizations, modifications, or enhancements developed by Vantage to its own products in connection with the creation of the Combined Product shall remain Vantage's sole property, provided that Vantage shall not acquire any rights in the Licensed Technology or BCS Marks by virtue of such integration work, and provided further that any such integration work shall not incorporate or contain any derivative work of the Licensed Technology except as expressly permitted under Section 2.3.

9.3 Improvements and Feedback. If Vantage or any of its employees, contractors, or agents provides BCS with any suggestions, enhancement requests, recommendations, corrections, or other feedback concerning the Licensed Technology or any aspect thereof ("Feedback"), BCS shall own all right, title, and interest in and to any improvements, modifications, derivative works, or other developments arising from or incorporating such Feedback. Vantage hereby irrevocably assigns to BCS all right, title, and interest (including all intellectual property rights) in and to any such Feedback, and agrees to execute such documents and take such further actions as BCS may reasonably request to perfect, evidence, and enforce BCS's ownership of such Feedback. Vantage represents and warrants that it has obtained, or will obtain prior to disclosure, all necessary consents and assignments from its employees, contractors, and agents to enable the foregoing assignment.

9.4 No Challenge. During the Term and at all times thereafter, Vantage shall not, directly or indirectly, challenge, contest, or take any action inconsistent with BCS's ownership of the Licensed Technology, the BCS Marks, or any intellectual property rights related thereto, including filing or maintaining any opposition, cancellation, or invalidity proceeding against any of BCS's patents, copyrights, or trademark registrations. Vantage shall promptly notify BCS of any actual or suspected infringement of BCS's intellectual property rights that comes to Vantage's attention.

ARTICLE 10 — TRADEMARK LICENSE AND BRAND GUIDELINES

10.1 Trademark License Grant. Subject to the terms and conditions of this Agreement, BCS hereby grants to Vantage a limited, non-exclusive, non-transferable, royalty-free license during the Term to use the BCS Marks solely in connection with the marketing, promotion, and resale of the Licensed Technology and Combined Products within the Territory. All use of the BCS Marks by Vantage shall comply with BCS's brand-use guidelines as set forth in Exhibit D, as such guidelines may be updated by BCS from time to time upon not less than thirty (30) days' prior written notice to Vantage. Vantage shall implement any required changes to its use of the BCS Marks within a commercially reasonable period following receipt of updated brand-use guidelines from BCS.

10.2 Quality Control. All use of the BCS Marks by Vantage shall be subject to BCS's reasonable quality control standards, as communicated to Vantage from time to time. Vantage shall submit samples of all marketing materials, product packaging, website content, trade show displays, and other materials bearing the BCS Marks to BCS for BCS's prior written approval before use or distribution. BCS shall use commercially reasonable efforts to review and approve or reject such materials within ten (10) business days of receipt. BCS's failure to respond within such period shall not be deemed approval. If BCS rejects any such materials, BCS shall provide Vantage with a written explanation of the reasons for rejection, and Vantage shall promptly revise such materials to address BCS's concerns.

10.3 No Goodwill Accrual. Vantage acknowledges and agrees that all goodwill arising from Vantage's use of the BCS Marks shall inure solely and exclusively to the benefit of BCS. Vantage shall not acquire any right, title, or interest in the BCS Marks by virtue of its use thereof under this Agreement, and Vantage shall not at any time register or attempt to register any trademark, service mark, domain name, or social media handle that is confusingly similar to any of the BCS Marks.

10.4 Cessation of Use. Upon termination or expiration of this Agreement, Vantage shall immediately cease all use of the BCS Marks in all forms and media, subject to the limited exception that Vantage may continue to use the BCS Marks during the Wind-Down Period described in Section 4.4(d) solely in connection with the sale of existing inventory of Combined Products. Upon expiration of the Wind-Down Period, Vantage shall remove all BCS Marks from its products, packaging, marketing materials, website, and all other materials within thirty (30) days and shall certify in writing to BCS that such removal has been completed.

ARTICLE 11 — CONFIDENTIALITY

11.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, including without limitation business plans, financial data, pricing information, customer lists, supplier lists, technical data, product specifications, source code, object code, algorithms, product roadmaps, marketing strategies, and the terms and conditions of this Agreement. Information that is disclosed orally or visually shall be considered Confidential Information if it would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, "Confidential Information" shall not include information that:

(a) is or becomes publicly available through no fault of, or breach of this Agreement by, the Receiving Party;

(b) was already known to the Receiving Party at the time of disclosure, as demonstrated by the Receiving Party's written records, without any obligation of confidentiality to the Disclosing Party;

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

(d) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality to the Disclosing Party.

11.2 Obligations. The Receiving Party shall:

(a) use the Confidential Information of the Disclosing Party solely for the purpose of performing its obligations or exercising its rights under this Agreement and for no other purpose whatsoever;

(b) not disclose the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Article 11;

(c) protect the Confidential Information of the Disclosing Party with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; and

(d) limit access to the Confidential Information of the Disclosing Party to those employees, contractors, agents, and advisors of the Receiving Party who have a bona fide need to know such information for purposes of performing under this Agreement and who are bound by written confidentiality obligations no less restrictive than those set forth in this Article 11.

The Receiving Party shall be responsible for any breach of this Article 11 by its employees, contractors, agents, and advisors.

11.3 Permitted Disclosures. Notwithstanding Section 11.2, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, legal process, or order of a court or governmental authority of competent jurisdiction, provided that the Receiving Party shall (a) give the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy, (b) reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy, and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed. The Receiving Party may also disclose Confidential Information to its legal, financial, and accounting advisors in connection with this Agreement, provided that such advisors are bound by professional obligations of confidentiality.

11.4 Return or Destruction. Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly return to the Disclosing Party, or destroy (at the Disclosing Party's election), all tangible and electronic copies of the Confidential Information of the Disclosing Party in its possession or control, and shall certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed, as applicable. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information solely for purposes of monitoring its continuing obligations under this Article 11, and the Receiving Party shall not be required to purge Confidential Information from automated backup systems, provided that such backup copies shall remain subject to the confidentiality obligations of this Article 11.

11.5 Duration. The obligations of confidentiality set forth in this Article 11 shall survive termination or expiration of this Agreement for a period of five (5) years from the date of such termination or expiration, provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality shall continue for as long as such information retains its status as a trade secret under applicable law.

ARTICLE 12 — NON-COMPETITION AND NON-SOLICITATION

12.1 Non-Solicitation. During the Term and for a period of twelve (12) months following termination or expiration of this Agreement (regardless of the reason for such termination or expiration), neither Party shall, directly or indirectly, solicit, recruit, induce, or hire (or attempt to solicit, recruit, induce, or hire) any employee of the other Party who was materially involved in the negotiation, execution, or performance of this Agreement, without the other Party's prior written consent. The foregoing restriction shall not apply to general, non-targeted solicitations of employment through advertisements, job postings, or similar means that are not specifically directed at such employees.

12.2 Non-Competition. During the Term, Vantage shall not, directly or indirectly, develop, manufacture, market, sell, or distribute any Competing Product within the Territory, unless otherwise agreed in writing by BCS. "Competing Product" is defined in Section 1.8 and includes any product incorporating cloud-based IoT analytics, edge-computing firmware, or sensor hardware modules for industrial applications. Vantage acknowledges that this non-competition covenant is reasonable in scope and duration and is necessary to protect BCS's legitimate business interests in its Licensed Technology and customer relationships. The Parties acknowledge that the scope of the definition of "Competing Product" remains subject to ongoing negotiation with respect to the treatment of Vantage's legacy SCADA-only analytics products that do not incorporate cloud-based IoT analytics, edge-computing firmware, or sensor hardware modules.

ARTICLE 13 — INDEMNIFICATION

13.1 IP Indemnity (BCS to Vantage). BCS shall defend, indemnify, and hold harmless Vantage and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Vantage Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with any third-party claim, suit, action, or proceeding alleging that the Licensed Technology, as provided by BCS and used by Vantage in accordance with this Agreement, infringes any United States or Canadian patent, copyright, or trade secret (each, an "IP Claim"), subject to the conditions and limitations set forth in this Section 13.1.

BCS's aggregate liability for all IP Claims under this Section 13.1 shall not exceed Fifteen Million Dollars ($15,000,000.00), which amount represents one hundred percent (100%) of the total deal value contemplated under the Initial Term.

BCS's obligations under this Section 13.1 are conditioned upon:

(a) Vantage providing BCS with prompt written notice of such IP Claim (provided that any failure or delay in providing such notice shall not relieve BCS of its indemnification obligations except to the extent that BCS is materially prejudiced by such failure or delay);

(b) Vantage granting BCS sole control of the defense and settlement of such IP Claim, including the selection of counsel; and

If the Licensed Technology becomes, or in BCS's reasonable opinion is likely to become, the subject of an IP Claim, BCS may, at its sole option and expense: (i) procure for Vantage the right to continue using the Licensed Technology; (ii) modify the Licensed Technology to make it non-infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially practicable in BCS's reasonable judgment, terminate this Agreement and refund to Vantage a pro-rata portion of the Upfront License Fee based on the remaining unexpired portion of the Initial Term as of the date of such termination.

BCS shall have no obligation to defend, indemnify, or hold harmless Vantage with respect to any IP Claim to the extent arising from: (a) modification of the Licensed Technology by Vantage or any third party not authorized by BCS; (b) combination of the Licensed Technology with products, software, hardware, or technology not provided by BCS, to the extent that the infringement would not have occurred absent such combination; (c) use of the Licensed Technology outside the scope of the license granted under this Agreement; or (d) Vantage's continued use of the Licensed Technology after BCS has provided a non-infringing alternative.

13.2 Product Liability Indemnity (Vantage to BCS). Vantage shall defend, indemnify, and hold harmless BCS and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "BCS Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with any third-party claim, suit, action, or proceeding arising out of:

(a) Vantage's integration, marketing, distribution, sale, or resale of the Combined Product, including any claims relating to the design, manufacture, assembly, or quality of Vantage's own products incorporated into the Combined Product;

(b) any warranty, representation, guarantee, or commitment made by Vantage to End-Users regarding the Licensed Technology or the Combined Product beyond those expressly authorized by BCS in writing;

(c) Vantage's negligence, gross negligence, or willful misconduct in the performance of its obligations under this Agreement; or

(d) product liability claims asserted by End-Users or other third parties relating to the Combined Product, excluding claims solely and directly attributable to defects in the Licensed Technology as delivered by BCS.

Vantage's obligations under this Section 13.2 are subject to the same conditions as set forth in Section 13.1, applied mutatis mutandis (i.e., BCS providing prompt notice, Vantage having sole control of defense and settlement, and BCS providing reasonable cooperation at Vantage's expense).

13.3 General Indemnification Procedures. The following general provisions shall apply to all indemnification obligations under this Article 13:

(a) The indemnified Party shall provide the indemnifying Party with prompt written notice of any claim for which indemnification is sought. Failure to provide prompt notice shall not relieve the indemnifying Party of its indemnification obligations except to the extent that the indemnifying Party is materially prejudiced by such failure.

(b) The indemnifying Party shall have sole control of the defense and settlement of any indemnified claim, including the selection of counsel. The indemnified Party shall have the right to participate in the defense at its own expense with counsel of its choosing.

(c) The indemnifying Party shall not settle or compromise any indemnified claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the indemnified Party's consent shall not be required for any settlement that (i) includes a complete and unconditional release of the indemnified Party from all liability, (ii) does not impose any non-monetary obligations on the indemnified Party, and (iii) does not admit fault or liability on behalf of the indemnified Party.

(d) The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any indemnified claim, at the indemnifying Party's reasonable expense.

ARTICLE 14 — LIMITATION OF LIABILITY

14.1 General Liability Cap. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00). THE FOREGOING AMOUNT REPRESENTS FIFTY PERCENT (50%) OF THE TOTAL DEAL VALUE CONTEMPLATED UNDER THE INITIAL TERM ($15,000,000 × 0.50 = $7,500,000).

14.2 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, DIMINUTION IN VALUE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES.

14.3 Carve-Outs. The limitations set forth in Sections 14.1 and 14.2 shall not apply to:

(a) BCS's IP indemnification obligations under Section 13.1, which shall be subject to the aggregate cap of Fifteen Million Dollars ($15,000,000.00) set forth in that Section;

(b) either Party's breach of its confidentiality obligations under Article 11;

(d) Vantage's obligation to pay amounts due to BCS under Article 5, including without limitation the Upfront License Fee, hardware purchase amounts, software royalties, and MAC shortfall payments.

ARTICLE 15 — REPRESENTATIONS AND WARRANTIES

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

(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and is qualified to do business in each jurisdiction where the nature of its activities or properties requires such qualification;

(b) it has full corporate or limited liability company 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 or limited liability company action;

(c) the execution and delivery of this Agreement by such Party, and the performance by such Party of its obligations hereunder, do not and will not (i) violate or conflict with the organizational documents of such Party, (ii) violate any applicable law, rule, regulation, order, judgment, or decree binding on such Party, or (iii) result in a breach of, or constitute a default under, any material agreement to which such Party is a party or by which such Party is bound; and

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

15.2 BCS Representations. BCS represents and warrants to Vantage as of the Effective Date that:

(a) BCS is the sole and exclusive owner of the Licensed Technology, including all intellectual property rights therein, and has the full right, power, and authority to grant the licenses and rights set forth in this Agreement, free and clear of all liens, encumbrances, and claims of third parties;

(b) to BCS's knowledge, as of the Effective Date, the Licensed Technology does not infringe, misappropriate, or otherwise violate any patent, copyright, trade secret, trademark, or other intellectual property right of any third party in the Territory;

(c) the BCS Hardware Modules delivered to Vantage under this Agreement shall conform in all material respects to the specifications set forth in Exhibit A as of the date of delivery; and

(d) the BrightEdge SaaS Subscription shall perform in material conformity with its published documentation made available to Vantage as of the Effective Date.

15.3 Vantage Representations. Vantage represents and warrants to BCS as of the Effective Date that:

(a) Vantage has the experience, capability, technical expertise, and financial and personnel resources necessary to perform its obligations under this Agreement;

(b) Vantage shall comply with all applicable laws, rules, regulations, and orders in the performance of this Agreement, including without limitation all applicable export control laws and regulations, anti-corruption laws, and data privacy laws; and

OEM RESELLER AGREEMENT
By and Between
Brightfield Cloud Services Inc.
and
Vantage Industrial Solutions, LLC
Prepared by
Calderwood & Harkness LLP 1700 Pacific Avenue, Suite 4200 Dallas, TX 75201
Draft Date: January 6, 2026
Engagement Number: 1042-00005
PRIVILEGED & CONFIDENTIAL — DRAFT FOR DISCUSSION PURPOSES ONLY This draft agreement is furnished for discussion purposes only and does not constitute a binding offer or commitment by either party. All terms remain subject to further negotiation.
Right-click to update Table of Contents
OEM RESELLER AGREEMENT
This OEM Reseller Agreement (this "Agreement") is entered into as of ___, 2026 (the "Effective Date"), by and between:
Brightfield Cloud Services Inc., a Delaware corporation with its principal place of business at 4100 Esperanza Boulevard, Suite 800, Austin, TX 78746 ("BCS" or "Licensor");
and
Vantage Industrial Solutions, LLC, a Delaware limited liability company with its principal place of business at 7755 Commerce Park Drive, Solon, OH 44139 ("Vantage" or "Reseller").
BCS and Vantage are each individually referred to herein as a "Party" and collectively as the "Parties."
RECITALS
WHEREAS, BCS has developed and owns the proprietary BrightEdge IoT Platform, consisting of (i) the BrightEdge SaaS subscription software (cloud-hosted analytics and dashboard), (ii) BrightEdge Edge Firmware (embedded software loaded onto BCS hardware modules), and (iii) BCS Model BE-400 and BE-600 sensor hardware modules (collectively, the "Licensed Technology");
WHEREAS, BCS is engaged in the business of providing enterprise IoT platform solutions combining SaaS analytics dashboards, edge-computing firmware, and proprietary sensor hardware modules for industrial applications;
WHEREAS, Vantage is engaged in the design, manufacture, and distribution of programmable logic controllers, SCADA interfaces, and industrial automation hardware to enterprise and mid-market manufacturers across North America;
WHEREAS, Vantage desires to embed the Licensed Technology into Vantage's product line and resell the combined solution to end-users, and BCS desires to grant Vantage such rights, subject to the terms and conditions of this Agreement;
NOW, THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth 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 defined in this Article 1 shall have the meanings ascribed to them elsewhere in this Agreement.
1.1 "Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with such Party. For purposes of this definition, "control" means the ownership, directly or indirectly, of fifty percent (50%) or more of the voting securities or equivalent ownership interest 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 "Agreement" means this OEM Reseller Agreement, including all Exhibits attached hereto and incorporated herein by reference, as the same may be amended, modified, or supplemented from time to time in accordance with the terms hereof.
1.3 "BrightEdge Edge Firmware" means the embedded software developed by BCS and designed to be loaded onto BCS Hardware Modules, providing real-time data processing, edge-computing capabilities, local data caching, and over-the-air update functionality, as more particularly described in Exhibit A.
1.4 "BrightEdge SaaS Subscription" means the cloud-hosted analytics and dashboard software application made available by BCS on a subscription basis as part of the Licensed Technology, including data visualization, real-time monitoring, alert management, and reporting engine functionality, as more particularly described in Exhibit A.
1.5 "BCS Hardware Modules" means the BCS Model BE-400 and Model BE-600 sensor hardware modules manufactured or caused to be manufactured by BCS, as further described in Exhibit A, together with any successor models that BCS may designate from time to time during the Term as replacements for or additions to the foregoing models.
1.6 "BCS Marks" means the trademarks, service marks, trade names, and logos of BCS, including the "BrightEdge" word mark, the BCS logo, and all associated design marks, as further described in Exhibit D.
1.7 "Combined Product" means any Vantage product or products into which the Licensed Technology has been embedded or integrated by Vantage for resale to End-Users in accordance with this Agreement.
1.8 "Competing Product" means any product, software, or service that provides functionality substantially similar to the Licensed Technology, including any product incorporating cloud-based IoT analytics, edge-computing firmware, or sensor hardware modules designed for industrial applications. For the avoidance of doubt, the scope of this definition is intended to encompass products that combine cloud-based analytics with hardware sensor or edge-computing components for use in industrial automation environments.
1.9 "Confidential Information" has the meaning set forth in Section 11.1.
1.10 "Contract Year" means each successive twelve (12)-month period commencing on the Effective Date (for the first Contract Year) or on the applicable anniversary of the Effective Date (for each subsequent Contract Year).
1.11 "Effective Date" means the date first written above in the preamble of this Agreement.
1.12 "End-User" means any third-party customer of Vantage that purchases or licenses a Combined Product from Vantage for such End-User's own internal use and not for resale or redistribution.
1.13 "Escrow Agent" means Pinnacle Escrow Services, Inc., located at 2300 Clarendon Boulevard, Suite 410, Arlington, VA 22201, or such successor escrow agent as may be designated pursuant to the Source Code Escrow Agreement.
1.14 "Initial Term" has the meaning set forth in Section 3.1.
1.15 "Licensed Technology" means, collectively, the BrightEdge SaaS Subscription, the BrightEdge Edge Firmware, and the BCS Hardware Modules, as more particularly described in Exhibit A, together with all updates, patches, bug fixes, and other modifications thereto provided by BCS to Vantage during the Term.
1.16 "MAC" or "Minimum Annual Commitment" has the meaning set forth in Section 5.2.
1.17 "Net Resale Price" means the gross amount invoiced by Vantage to an End-User for the BrightEdge SaaS Subscription component of a Combined Product, less any applicable sales or use taxes, returns, and commercially reasonable credits actually granted by Vantage to such End-User. For the avoidance of doubt, the Net Resale Price shall not include amounts invoiced by Vantage for Vantage's own products or services that are bundled with the Combined Product.
1.18 "Renewal Term" has the meaning set forth in Section 3.2.
1.19 "Source Code" means the human-readable source code of the BrightEdge platform (version 4.2 and all subsequent updates deposited pursuant to the Source Code Escrow Agreement), together with all build scripts, documentation, and other materials reasonably necessary to compile and build the BrightEdge platform from such source code.
1.20 "Source Code Escrow Agreement" means the three-party escrow agreement among BCS, Vantage, and the Escrow Agent in the form attached hereto as Exhibit E, to be executed concurrently with this Agreement.
1.21 "Territory" means the United States of America (including all fifty (50) states and the District of Columbia) and Canada (including all provinces and territories), as further depicted in Exhibit C.
1.22 "Upfront License Fee" has the meaning set forth in Section 5.1.
ARTICLE 2 — APPOINTMENT AND GRANT OF RIGHTS
2.1 Appointment as OEM Reseller. BCS hereby appoints Vantage, and Vantage hereby accepts appointment, as an authorized OEM reseller of the Licensed Technology within the Territory during the Term, subject to the terms and conditions of this Agreement. Vantage's right under this appointment is limited to embedding the Licensed Technology into Vantage's product line and reselling the resulting Combined Products to End-Users within the Territory. Vantage shall not hold itself out as an agent of BCS or make any commitments or representations on behalf of BCS, except as expressly authorized in writing by BCS.
2.2 Non-Exclusive Appointment; Limited Exclusivity Covenant. The appointment granted to Vantage hereunder is non-exclusive. Notwithstanding the foregoing, BCS agrees that, during the Initial Term, BCS shall not appoint more than four (4) additional OEM resellers in the industrial automation vertical within the Territory (the "Limited Exclusivity Covenant"). For purposes of this Section 2.2, the "industrial automation vertical" means the market for programmable logic controllers, SCADA systems, distributed control systems, and related industrial automation equipment sold to manufacturing enterprises. For the avoidance of doubt, BCS retains the unrestricted right to (a) sell, license, or distribute the Licensed Technology directly to end-users, system integrators, or other customers within or outside the Territory, and (b) appoint OEM resellers in verticals other than industrial automation without limitation and without any obligation to notify Vantage of such appointments. The Limited Exclusivity Covenant shall expire at the end of the Initial Term and shall not apply during any Renewal Term unless the Parties otherwise agree in writing.
2.3 Scope of License. Subject to the terms and conditions of this Agreement, BCS hereby grants to Vantage a limited, non-transferable (except as provided in Section 18.5), non-sublicensable right and license during the Term to:
(a) embed the BrightEdge Edge Firmware into BCS Hardware Modules as part of the Combined Product, in accordance with BCS's published integration specifications and documentation;
(b) resell the BrightEdge SaaS Subscription to End-Users as a bundled component of the Combined Product, subject to End-Users' acceptance of BCS's standard end-user subscription terms;
(c) purchase BCS Hardware Modules from BCS at the prices set forth in Section 5.3 and Exhibit B for integration into the Combined Product; and
(d) use the BCS Marks solely in connection with the marketing, promotion, and resale of the Licensed Technology and Combined Products within the Territory, in accordance with Article 10 and the brand-use guidelines set forth in Exhibit D.
2.4 Restrictions. Except as expressly authorized in this Agreement, Vantage shall not, and shall not permit any third party to:
(a) modify, adapt, translate, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Licensed Technology, except to the extent that such activities are expressly permitted by applicable law notwithstanding this restriction;
(b) remove, alter, cover, or obscure any copyright notice, trademark, patent marking, or other proprietary notice or legend placed by BCS on or within the Licensed Technology or any documentation;
(c) resell, distribute, license, or otherwise make available the Licensed Technology on a standalone basis (i.e., not embedded in or integrated with a Combined Product);
(d) resell, distribute, license, or otherwise make available the Licensed Technology or any Combined Product outside the Territory;
(e) sublicense, assign, transfer, pledge, or otherwise encumber any of the rights granted hereunder, except as expressly permitted in Section 18.5;
(f) use the Licensed Technology for any purpose other than as expressly authorized under this Agreement, including for the provision of service-bureau, outsourcing, or application service provider services to third parties; or
(g) create derivative works based on the Licensed Technology, except as may be incidentally necessary to embed the BrightEdge Edge Firmware into BCS Hardware Modules in accordance with Section 2.3(a).
2.5 Reservation of Rights. BCS expressly reserves all rights in and to the Licensed Technology and BCS Marks that are not expressly granted to Vantage under this Agreement. No implied licenses are granted by BCS under this Agreement by implication, estoppel, or otherwise. Without limiting the foregoing, nothing in this Agreement grants Vantage any right, title, or interest in any patents, copyrights, trade secrets, or other intellectual property rights of BCS, except for the limited license rights expressly set forth in Section 2.3.
ARTICLE 3 — TERM AND RENEWAL
3.1 Initial Term. This Agreement shall commence on the Effective Date and shall continue in full force and effect for a period of three (3) years from the Effective Date (the "Initial Term"), unless earlier terminated in accordance with Article 4. The Parties anticipate that the Effective Date will be on or about February 20, 2026, in which case the Initial Term would expire on February 19, 2029.
3.2 Renewal. Upon expiration of the Initial Term, this Agreement shall automatically renew for successive one (1)-year periods (each, a "Renewal Term"), unless either Party provides written notice of non-renewal to the other Party at least ninety (90) days before the end of the then-current Term. The Initial Term and any Renewal Terms are collectively referred to herein as the "Term." The terms and conditions of this Agreement shall remain in full force and effect during each Renewal Term, subject to adjustments to the MAC and hardware pricing as set forth in Section 5.8.
ARTICLE 4 — TERMINATION
4.1 Termination for Cause. Either Party may terminate this Agreement upon written notice to the other Party if the other Party commits a material breach of any term or condition of this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice from the non-breaching Party specifying the breach in reasonable detail. Notwithstanding the foregoing, in the case of a payment default by Vantage under Article 5, the cure period shall be fifteen (15) days after receipt of written notice from BCS specifying such payment default. A Party's right to terminate under this Section 4.1 is in addition to, and not in lieu of, any other rights or remedies available to such Party at law or in equity.
4.2 Termination for Convenience. After the first anniversary of the Effective Date, either Party may terminate this Agreement for convenience, with or without cause, upon one hundred eighty (180) days' prior written notice to the other Party. Upon termination for convenience by either Party, Vantage shall remain liable for payment of any outstanding MAC shortfall through the date of termination, calculated on a pro-rata basis in accordance with Section 5.6. For the avoidance of doubt, neither Party shall have a right to terminate for convenience during the first twelve (12) months following the Effective Date.
4.3 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, or has filed against it, a petition in bankruptcy, reorganization, or arrangement under any applicable bankruptcy or insolvency law, and such petition is not dismissed within sixty (60) days of filing; or (d) has a receiver, trustee, custodian, or similar official appointed for a substantial portion of its assets. The rights set forth in this Section 4.3 are in addition to any other rights that a Party may have under applicable law.
4.4 Effect of Termination. Upon termination or expiration of this Agreement for any reason:
(a) All licenses and rights granted to Vantage under this Agreement shall immediately terminate, and Vantage shall have no further right to embed, distribute, resell, or otherwise exploit the Licensed Technology;
(b) Vantage shall immediately cease all use of the Licensed Technology and the BCS Marks in all forms and media, including removing BCS Marks from Vantage's website, marketing materials, product packaging, and other collateral;
(c) Vantage shall, at BCS's election, promptly return or destroy all Confidential Information of BCS in its possession or control, and shall certify in writing to BCS that all such Confidential Information has been returned or destroyed, as applicable;
(d) Notwithstanding the foregoing, Vantage may continue to sell existing inventory of Combined Products already in Vantage's physical possession as of the date of termination or expiration for a period not to exceed ninety (90) days following such termination or expiration (the "Wind-Down Period"), provided that all applicable royalty and payment obligations under Article 5 shall continue to apply to any such sales during the Wind-Down Period;
(e) All accrued payment obligations of Vantage under this Agreement, including any MAC shortfall obligations, software royalty payments, and amounts due for Hardware Modules already delivered, shall survive termination or expiration and shall remain due and payable in accordance with their terms; and
(f) BCS shall continue to maintain End-User SaaS subscriptions for a period of twelve (12) months following termination or expiration to facilitate orderly transition of End-User accounts, subject to payment of applicable fees by Vantage or End-Users.
4.5 Survival. The following provisions shall survive any termination or expiration of this Agreement: Articles 1, 9, 11, 13, 14, 15, 17, and 18, and Sections 4.4, 4.5, 5.6, 5.7, 8.4, and 12.1. Any other provisions that by their nature are intended to survive termination or expiration shall also survive.
ARTICLE 5 — FINANCIAL TERMS
5.1 Upfront License Fee. In partial consideration for the rights granted to Vantage under this Agreement, Vantage shall pay BCS a non-refundable upfront license fee of Seven Hundred Fifty Thousand Dollars ($750,000.00) (the "Upfront License Fee") within ten (10) business days of the Effective Date. The Upfront License Fee shall be payable by wire transfer in accordance with Section 5.7. The Upfront License Fee is non-refundable in all circumstances, including termination of this Agreement by either Party for any reason. The Upfront License Fee shall be credited against Vantage's Minimum Annual Commitment for Contract Year 1, such that the net remaining MAC obligation for Contract Year 1 shall be Four Million Two Hundred Fifty Thousand Dollars ($4,250,000.00) (i.e., $5,000,000 minus $750,000).
5.2 Minimum Annual Commitment (MAC). Vantage hereby commits to purchase a minimum of Five Million Dollars ($5,000,000.00) per Contract Year in combined software license fees (including software royalties payable under Section 5.4) and hardware unit purchases under Section 5.3 (the "Minimum Annual Commitment" or "MAC"). The MAC represents a material inducement to BCS's willingness to enter into this Agreement, and Vantage acknowledges that BCS is relying upon Vantage's commitment to meet the MAC in each Contract Year. The total deal value contemplated under the Initial Term is Fifteen Million Dollars ($15,000,000.00), calculated as the product of the annual MAC of $5,000,000 multiplied by the three (3) Contract Years comprising the Initial Term. For the avoidance of doubt, the Upfront License Fee shall be counted toward the MAC for Contract Year 1 as provided in Section 5.1.
5.3 Hardware Pricing. BCS shall sell BCS Hardware Modules to Vantage at the following unit prices during the Initial Term:
All prices are stated in U.S. dollars and are FOB BCS's facility at Austin, Texas. Title to and risk of loss for BCS Hardware Modules shall transfer to Vantage upon delivery of such Hardware Modules to the carrier at BCS's facility. Hardware pricing is set forth in further detail in Exhibit B. Vantage shall pay for BCS Hardware Modules in accordance with the payment terms set forth in Section 5.7. All hardware unit purchases shall be counted toward the MAC for the applicable Contract Year.
5.4 Software Royalty. In consideration for the license to resell the BrightEdge SaaS Subscription as a component of the Combined Product, Vantage shall pay BCS a software royalty equal to eighteen percent (18%) of the Net Resale Price of the BrightEdge SaaS Subscription billed by Vantage to each End-User. Software royalties shall be payable quarterly in arrears, within thirty (30) days following the end of each calendar quarter (i.e., within thirty (30) days after March 31, June 30, September 30, and December 31 of each calendar year). Each royalty payment shall be accompanied by a quarterly royalty report prepared in accordance with Section 8.2 and substantially in the form set forth in Exhibit G, setting forth in reasonable detail the basis for the royalty calculation. All software royalty payments shall be counted toward the MAC for the applicable Contract Year.
5.5 Volume discount. If Vantage's aggregate annual purchases (hardware purchases plus software royalties) exceed Seven Million Five Hundred Thousand Dollars ($7,500,000.00) in any Contract Year, BCS shall grant Vantage a six percent (6%) discount on all hardware purchases above the $7,500,000 threshold during that Contract Year. The volume discount shall apply only to hardware unit prices and shall not apply to software royalty rates. The volume discount shall be calculated at the end of each Contract Year based on Vantage's aggregate purchases for such Contract Year, and shall be applied as a credit against Vantage's invoices for the first calendar quarter of the immediately following Contract Year. In the event that this Agreement terminates or expires and no subsequent quarter exists against which to apply the credit, BCS shall pay the credit amount to Vantage within forty-five (45) days after the end of the applicable Contract Year.
5.6 MAC Shortfall Payment. If Vantage's aggregate purchases (including hardware unit purchases, software royalties, and the Upfront License Fee credited pursuant to Section 5.1) in any Contract Year fall below the MAC for such Contract Year, Vantage shall pay BCS the difference between the MAC and the actual aggregate purchases for such Contract Year (the "Shortfall Amount") within forty-five (45) days after the end of the applicable Contract Year. By way of illustration, if Vantage's aggregate purchases during Contract Year 1 total Four Million One Hundred Thousand Dollars ($4,100,000.00), the Shortfall Amount would be Nine Hundred Thousand Dollars ($900,000.00) (i.e., $5,000,000 minus $4,100,000). In the event of termination of this Agreement mid-year pursuant to Section 4.2, the MAC for the partial Contract Year shall be pro-rated based on the number of days elapsed in such Contract Year divided by three hundred sixty-five (365) days, and the Shortfall Amount, if any, shall be calculated based on such pro-rated MAC. Vantage's obligation to pay any Shortfall Amount shall survive termination or expiration of this Agreement.
5.7 Payment Terms. All amounts due under this Agreement shall be payable in United States dollars. Unless otherwise specified herein, all invoiced amounts shall be due and payable net thirty (30) days from the date of invoice. Late payments shall accrue interest at the rate of the lesser of (a) one and one-half percent (1.5%) per month (18% per annum) or (b) the maximum rate permitted under the laws of the State of Delaware, calculated from the date such payment was due until the date of actual payment. All payments shall be made by wire transfer of immediately available funds to such bank account or accounts as BCS shall designate in writing from time to time. Vantage shall not withhold, offset, or deduct any amounts from payments due to BCS under this Agreement except to the extent that such withholding, offset, or deduction is expressly authorized under this Agreement or required by applicable law.
5.8 Renewal Term Pricing. Upon commencement of each Renewal Term, the following pricing adjustments shall apply:
(a) MAC Escalation. The MAC shall increase by four percent (4%) per annum, compounded annually, for each Renewal Term. By way of illustration:
(i) Contract Year 4 (first Renewal Term): $5,000,000 × 1.04 = $5,200,000
(ii) Contract Year 5 (second Renewal Term): $5,200,000 × 1.04 = $5,408,000
(iii) And so on for each subsequent Renewal Term.
(b) Hardware Pricing Adjustment. Hardware unit pricing for each Renewal Term shall be subject to adjustment by BCS upon not less than ninety (90) days' prior written notice to Vantage before the commencement of the applicable Renewal Term, provided that any increase in hardware unit pricing shall not exceed five percent (5%) per annum over the prices in effect during the immediately preceding Term. In the absence of such notice, hardware unit pricing shall remain unchanged for the applicable Renewal Term.
5.9 Taxes. All amounts payable by Vantage under this Agreement are exclusive of any and all applicable federal, state, provincial, local, or foreign sales, use, value-added, goods and services, harmonized sales, excise, or similar taxes, duties, or governmental charges. Vantage shall be responsible for the payment of all such taxes, however designated, that are imposed on or in connection with the transactions contemplated by this Agreement, other than taxes that are based on BCS's net income or gross receipts. If Vantage is required by applicable law to withhold or deduct any taxes from amounts payable to BCS, Vantage shall gross up the payment so that BCS receives the full amount that would have been received had no such withholding or deduction been required.
ARTICLE 6 — ORDERING, DELIVERY, AND ACCEPTANCE
6.1 Purchase Orders. Vantage shall submit purchase orders for BCS Hardware Modules in writing (including by email) to BCS at least thirty (30) days prior to the requested delivery date, using the form of purchase order attached hereto as Exhibit F or such other form as BCS may reasonably approve. Each purchase order shall specify the Hardware Module model (BE-400 or BE-600), quantity, requested delivery date, shipping address, and any other information reasonably requested by BCS. All purchase orders are subject to acceptance by BCS. BCS shall acknowledge receipt of each purchase order within five (5) business days and shall confirm the estimated delivery date. In the event of any conflict between the terms of a purchase order and the terms of this Agreement, the terms of this Agreement shall control.
6.2 Delivery. BCS shall use commercially reasonable efforts to deliver BCS Hardware Modules within the timeframe specified in the applicable purchase order. Delivery terms for all BCS Hardware Modules shall be FOB BCS's facility at Austin, Texas, and risk of loss and title shall transfer to Vantage upon delivery of the Hardware Modules to the carrier at BCS's facility. BCS shall select the carrier unless Vantage specifies a preferred carrier in the applicable purchase order. Freight, shipping, and insurance charges shall be the responsibility of Vantage. BCS shall not be liable for any delay in delivery caused by circumstances beyond its reasonable control, provided that BCS shall promptly notify Vantage of any anticipated delay and use commercially reasonable efforts to minimize such delay.
6.3 Acceptance. Vantage shall have fifteen (15) business days following delivery of BCS Hardware Modules to inspect such Hardware Modules and notify BCS in writing of any material defects or non-conformance with the specifications set forth in Exhibit A. Such notice of rejection shall describe the defect or non-conformance in reasonable detail. If Vantage fails to provide written notice of rejection within such fifteen (15)-business-day period, the Hardware Modules shall be deemed accepted. Upon receipt of a valid notice of rejection, BCS shall, at its option, repair or replace the defective or non-conforming Hardware Modules within a commercially reasonable timeframe. The foregoing inspection and rejection rights are in addition to, and do not limit, the hardware warranty provided in Section 7.3.
6.4 SaaS Provisioning. BCS shall provision End-User access to the BrightEdge SaaS Subscription within five (5) business days of receipt of Vantage's written activation request for each End-User account, provided that such activation request contains all information reasonably required by BCS to establish the End-User account, including the End-User's name, contact information, and subscription tier. Vantage shall be responsible for ensuring that each End-User has agreed to BCS's standard end-user subscription terms prior to submitting an activation request.
ARTICLE 7 — SUPPORT AND MAINTENANCE
7.1 BCS Support Obligations. During the Term, BCS shall provide Vantage and End-Users with standard technical support for the Licensed Technology in accordance with BCS's then-current support policies, as may be updated by BCS from time to time upon reasonable prior notice to Vantage. The Parties acknowledge and agree that technical support shall be delivered on a tiered basis, as follows:
(a) Tier 1 Support. Vantage shall serve as the first point of contact for End-Users with respect to all support inquiries, troubleshooting, and issue resolution relating to the Combined Product. Vantage shall maintain a qualified support team with sufficient training on the Licensed Technology to provide Tier 1 support effectively.
(b) Tier 2/3 Support. BCS shall provide escalation support to Vantage for issues that Vantage is unable to resolve through Tier 1 support. BCS shall use commercially reasonable efforts to respond to Tier 2/3 escalation requests within the response times specified in BCS's then-current support policies. BCS's Tier 2/3 support shall be provided to Vantage's designated support personnel and not directly to End-Users, unless otherwise agreed by the Parties in writing.
7.2 Software Updates and Upgrades. BCS shall provide all generally available software updates, patches, bug fixes, and minor version releases (collectively, "Updates") for the BrightEdge SaaS Subscription and BrightEdge Edge Firmware to Vantage at no additional charge during the Term. BCS shall use commercially reasonable efforts to provide advance notice to Vantage of material Updates and to coordinate deployment schedules to minimize disruption to End-Users. Major version upgrades (i.e., new major releases that introduce significant new functionality or architecture changes) may be subject to additional license fees to be mutually agreed upon by the Parties in good faith. BCS shall not be obligated to make major version upgrades available to Vantage, but if BCS makes a major version upgrade generally available to its other OEM resellers, BCS shall offer such upgrade to Vantage on terms no less favorable than those offered to such other resellers.
7.3 Hardware Warranty. BCS warrants that BCS Hardware Modules delivered to Vantage under this Agreement shall be free from defects in materials and workmanship under normal use and service conditions for a period of twenty-four (24) months from the date of delivery of such Hardware Modules to Vantage (the "Warranty Period"). BCS's sole obligation and Vantage's sole and exclusive remedy for any breach of this hardware warranty shall be, at BCS's election, the repair or replacement of the defective Hardware Module. BCS shall bear the cost of repair or replacement, including return shipping costs for Hardware Modules returned to BCS under warranty. This warranty does not cover damage caused by accident, misuse, neglect, alteration, unauthorized repair, improper installation, or use outside the environmental specifications set forth in Exhibit A.
7.4 SaaS Availability. BCS shall use commercially reasonable efforts to maintain at least ninety-nine and one-half percent (99.5%) uptime availability for the BrightEdge SaaS Subscription, measured on a monthly basis. For purposes of this Section, "uptime" means the percentage of time during a given calendar month that the BrightEdge SaaS Subscription is operational and accessible to End-Users, excluding scheduled maintenance windows. BCS shall provide Vantage with at least seventy-two (72) hours' prior written notice of any scheduled maintenance window expected to exceed thirty (30) minutes. BCS shall use commercially reasonable efforts to schedule maintenance windows during off-peak hours. In the event that BCS fails to meet the 99.5% uptime commitment in any calendar month, the Parties shall discuss in good faith appropriate service credits or other remedies.
ARTICLE 8 — RECORDS, REPORTING, AND AUDIT
8.1 Record-Keeping. Vantage shall maintain complete and accurate books and records relating to its resale of the Licensed Technology and Combined Products under this Agreement, including End-User resale prices, unit volumes, royalty calculations, and all amounts payable hereunder, in accordance with generally accepted accounting principles consistently applied. Vantage shall retain such books and records for at least three (3) years following the end of each Contract Year to which they relate, or for such longer period as may be required by applicable law.
8.2 Quarterly Reports. Vantage shall provide BCS with quarterly reports, substantially in the form set forth in Exhibit G, within thirty (30) days after the end of each calendar quarter during the Term, detailing the following information for such quarter:
(a) units of each Hardware Module model (BE-400 and BE-600) sold or otherwise distributed by Vantage during the quarter;
(b) number of active End-User SaaS subscriptions as of the end of the quarter;
(c) aggregate Net Resale Prices for BrightEdge SaaS Subscriptions billed by Vantage to End-Users during the quarter;
(d) royalties payable to BCS for the quarter, calculated in accordance with Section 5.4; and
(e) total cumulative purchases toward the MAC for the applicable Contract Year.
8.3 Annual Reconciliation. Within sixty (60) days after the end of each Contract Year, Vantage shall provide BCS with an annual reconciliation statement setting forth in reasonable detail the aggregate amounts of hardware purchases, software royalties, and other payments made by Vantage during such Contract Year, together with a calculation of any MAC shortfall or volume discount entitlement. Such annual reconciliation statement shall be certified by a financial officer of Vantage as being true, complete, and accurate in all material respects.
8.4 Audit Rights. BCS shall have the right, upon not less than thirty (30) days' prior written notice to Vantage, to audit Vantage's books and records relating to this Agreement no more than once per Contract Year (i.e., one audit per twelve-month period). Each such audit shall be conducted during normal business hours at Vantage's principal office by BCS's internal audit staff or by an independent certified public accountant designated by BCS and reasonably acceptable to Vantage. Such independent accountant shall be required to execute a confidentiality agreement in form and substance reasonably acceptable to Vantage. If an audit reveals an underpayment by Vantage of more than five percent (5%) of the amounts due for any period audited, Vantage shall bear the reasonable costs and expenses of such audit (including the fees of the independent accountant), and shall promptly pay the deficiency to BCS together with interest thereon calculated in accordance with Section 5.7 from the date such amounts were originally due. If the audit reveals an underpayment of five percent (5%) or less, BCS shall bear the costs of such audit. Vantage shall cooperate fully with BCS and its designated auditors in connection with any audit conducted under this Section 8.4 and shall provide reasonable access to its facilities, personnel, books, and records as reasonably necessary for the conduct of such audit. The rights set forth in this Section 8.4 shall survive termination or expiration of this Agreement for a period of three (3) years.
ARTICLE 9 — INTELLECTUAL PROPERTY OWNERSHIP
9.1 BCS Ownership. As between the Parties, BCS retains all right, title, and interest in and to the Licensed Technology, including without limitation the BrightEdge SaaS Subscription, the BrightEdge Edge Firmware, and all BCS Hardware Module designs and specifications, all BCS Marks, and all related patents, patent applications, copyrights, trade secrets, trademarks, know-how, and other intellectual property rights pertaining thereto, and all derivatives, modifications, enhancements, and improvements thereof. Nothing in this Agreement shall be construed as an assignment or transfer of any intellectual property rights from BCS to Vantage, and Vantage acknowledges that it acquires no ownership interest in the Licensed Technology or BCS Marks by virtue of this Agreement or its performance hereunder.
9.2 Vantage Ownership. As between the Parties, Vantage retains all right, title, and interest in and to its own products, technology, trademarks, and other intellectual property, including without limitation its programmable logic controllers, SCADA interfaces, industrial automation hardware, and related software and documentation. Any integration work, customizations, modifications, or enhancements developed by Vantage to its own products in connection with the creation of the Combined Product shall remain Vantage's sole property, provided that Vantage shall not acquire any rights in the Licensed Technology or BCS Marks by virtue of such integration work, and provided further that any such integration work shall not incorporate or contain any derivative work of the Licensed Technology except as expressly permitted under Section 2.3.
9.3 Improvements and Feedback. If Vantage or any of its employees, contractors, or agents provides BCS with any suggestions, enhancement requests, recommendations, corrections, or other feedback concerning the Licensed Technology or any aspect thereof ("Feedback"), BCS shall own all right, title, and interest in and to any improvements, modifications, derivative works, or other developments arising from or incorporating such Feedback. Vantage hereby irrevocably assigns to BCS all right, title, and interest (including all intellectual property rights) in and to any such Feedback, and agrees to execute such documents and take such further actions as BCS may reasonably request to perfect, evidence, and enforce BCS's ownership of such Feedback. Vantage represents and warrants that it has obtained, or will obtain prior to disclosure, all necessary consents and assignments from its employees, contractors, and agents to enable the foregoing assignment.
9.4 No Challenge. During the Term and at all times thereafter, Vantage shall not, directly or indirectly, challenge, contest, or take any action inconsistent with BCS's ownership of the Licensed Technology, the BCS Marks, or any intellectual property rights related thereto, including filing or maintaining any opposition, cancellation, or invalidity proceeding against any of BCS's patents, copyrights, or trademark registrations. Vantage shall promptly notify BCS of any actual or suspected infringement of BCS's intellectual property rights that comes to Vantage's attention.
ARTICLE 10 — TRADEMARK LICENSE AND BRAND GUIDELINES
10.1 Trademark License Grant. Subject to the terms and conditions of this Agreement, BCS hereby grants to Vantage a limited, non-exclusive, non-transferable, royalty-free license during the Term to use the BCS Marks solely in connection with the marketing, promotion, and resale of the Licensed Technology and Combined Products within the Territory. All use of the BCS Marks by Vantage shall comply with BCS's brand-use guidelines as set forth in Exhibit D, as such guidelines may be updated by BCS from time to time upon not less than thirty (30) days' prior written notice to Vantage. Vantage shall implement any required changes to its use of the BCS Marks within a commercially reasonable period following receipt of updated brand-use guidelines from BCS.
10.2 Quality Control. All use of the BCS Marks by Vantage shall be subject to BCS's reasonable quality control standards, as communicated to Vantage from time to time. Vantage shall submit samples of all marketing materials, product packaging, website content, trade show displays, and other materials bearing the BCS Marks to BCS for BCS's prior written approval before use or distribution. BCS shall use commercially reasonable efforts to review and approve or reject such materials within ten (10) business days of receipt. BCS's failure to respond within such period shall not be deemed approval. If BCS rejects any such materials, BCS shall provide Vantage with a written explanation of the reasons for rejection, and Vantage shall promptly revise such materials to address BCS's concerns.
10.3 No Goodwill Accrual. Vantage acknowledges and agrees that all goodwill arising from Vantage's use of the BCS Marks shall inure solely and exclusively to the benefit of BCS. Vantage shall not acquire any right, title, or interest in the BCS Marks by virtue of its use thereof under this Agreement, and Vantage shall not at any time register or attempt to register any trademark, service mark, domain name, or social media handle that is confusingly similar to any of the BCS Marks.
10.4 Cessation of Use. Upon termination or expiration of this Agreement, Vantage shall immediately cease all use of the BCS Marks in all forms and media, subject to the limited exception that Vantage may continue to use the BCS Marks during the Wind-Down Period described in Section 4.4(d) solely in connection with the sale of existing inventory of Combined Products. Upon expiration of the Wind-Down Period, Vantage shall remove all BCS Marks from its products, packaging, marketing materials, website, and all other materials within thirty (30) days and shall certify in writing to BCS that such removal has been completed.
ARTICLE 11 — CONFIDENTIALITY
11.1 Definition of Confidential Information. "Confidential Information" means all non-public, proprietary, or confidential information disclosed by one Party (the "Disclosing Party") to the other Party (the "Receiving Party") in connection with this Agreement, whether disclosed orally, in writing, electronically, visually, or by inspection of tangible objects, including without limitation business plans, financial data, pricing information, customer lists, supplier lists, technical data, product specifications, source code, object code, algorithms, product roadmaps, marketing strategies, and the terms and conditions of this Agreement. Information that is disclosed orally or visually shall be considered Confidential Information if it would reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure. Notwithstanding the foregoing, "Confidential Information" shall not include information that:
(a) is or becomes publicly available through no fault of, or breach of this Agreement by, the Receiving Party;
(b) was already known to the Receiving Party at the time of disclosure, as demonstrated by the Receiving Party's written records, without any obligation of confidentiality to the Disclosing Party;
(c) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information, as demonstrated by the Receiving Party's written records; or
(d) is rightfully received by the Receiving Party from a third party without restriction on disclosure and without breach of any obligation of confidentiality to the Disclosing Party.
11.2 Obligations. The Receiving Party shall:
(a) use the Confidential Information of the Disclosing Party solely for the purpose of performing its obligations or exercising its rights under this Agreement and for no other purpose whatsoever;
(b) not disclose the Confidential Information of the Disclosing Party to any third party without the prior written consent of the Disclosing Party, except as expressly permitted in this Article 11;
(c) protect the Confidential Information of the Disclosing Party with at least the same degree of care as it uses to protect its own confidential information of a similar nature, but in no event less than a reasonable degree of care; and
(d) limit access to the Confidential Information of the Disclosing Party to those employees, contractors, agents, and advisors of the Receiving Party who have a bona fide need to know such information for purposes of performing under this Agreement and who are bound by written confidentiality obligations no less restrictive than those set forth in this Article 11.
The Receiving Party shall be responsible for any breach of this Article 11 by its employees, contractors, agents, and advisors.
11.3 Permitted Disclosures. Notwithstanding Section 11.2, the Receiving Party may disclose Confidential Information of the Disclosing Party to the extent required by applicable law, regulation, legal process, or order of a court or governmental authority of competent jurisdiction, provided that the Receiving Party shall (a) give the Disclosing Party prompt written notice of such requirement (to the extent legally permitted) to allow the Disclosing Party an opportunity to seek a protective order or other appropriate remedy, (b) reasonably cooperate with the Disclosing Party, at the Disclosing Party's expense, in seeking such protective order or other remedy, and (c) disclose only that portion of the Confidential Information that is legally required to be disclosed. The Receiving Party may also disclose Confidential Information to its legal, financial, and accounting advisors in connection with this Agreement, provided that such advisors are bound by professional obligations of confidentiality.
11.4 Return or Destruction. Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party at any time, the Receiving Party shall promptly return to the Disclosing Party, or destroy (at the Disclosing Party's election), all tangible and electronic copies of the Confidential Information of the Disclosing Party in its possession or control, and shall certify in writing to the Disclosing Party that all such Confidential Information has been returned or destroyed, as applicable. Notwithstanding the foregoing, the Receiving Party may retain one (1) archival copy of the Disclosing Party's Confidential Information solely for purposes of monitoring its continuing obligations under this Article 11, and the Receiving Party shall not be required to purge Confidential Information from automated backup systems, provided that such backup copies shall remain subject to the confidentiality obligations of this Article 11.
11.5 Duration. The obligations of confidentiality set forth in this Article 11 shall survive termination or expiration of this Agreement for a period of five (5) years from the date of such termination or expiration, provided, however, that with respect to any Confidential Information that constitutes a trade secret under applicable law, the obligations of confidentiality shall continue for as long as such information retains its status as a trade secret under applicable law.
ARTICLE 12 — NON-COMPETITION AND NON-SOLICITATION
12.1 Non-Solicitation. During the Term and for a period of twelve (12) months following termination or expiration of this Agreement (regardless of the reason for such termination or expiration), neither Party shall, directly or indirectly, solicit, recruit, induce, or hire (or attempt to solicit, recruit, induce, or hire) any employee of the other Party who was materially involved in the negotiation, execution, or performance of this Agreement, without the other Party's prior written consent. The foregoing restriction shall not apply to general, non-targeted solicitations of employment through advertisements, job postings, or similar means that are not specifically directed at such employees.
12.2 Non-Competition. During the Term, Vantage shall not, directly or indirectly, develop, manufacture, market, sell, or distribute any Competing Product within the Territory, unless otherwise agreed in writing by BCS. "Competing Product" is defined in Section 1.8 and includes any product incorporating cloud-based IoT analytics, edge-computing firmware, or sensor hardware modules for industrial applications. Vantage acknowledges that this non-competition covenant is reasonable in scope and duration and is necessary to protect BCS's legitimate business interests in its Licensed Technology and customer relationships. The Parties acknowledge that the scope of the definition of "Competing Product" remains subject to ongoing negotiation with respect to the treatment of Vantage's legacy SCADA-only analytics products that do not incorporate cloud-based IoT analytics, edge-computing firmware, or sensor hardware modules.
ARTICLE 13 — INDEMNIFICATION
13.1 IP Indemnity (BCS to Vantage). BCS shall defend, indemnify, and hold harmless Vantage and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "Vantage Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with any third-party claim, suit, action, or proceeding alleging that the Licensed Technology, as provided by BCS and used by Vantage in accordance with this Agreement, infringes any United States or Canadian patent, copyright, or trade secret (each, an "IP Claim"), subject to the conditions and limitations set forth in this Section 13.1.
BCS's aggregate liability for all IP Claims under this Section 13.1 shall not exceed Fifteen Million Dollars ($15,000,000.00), which amount represents one hundred percent (100%) of the total deal value contemplated under the Initial Term.
BCS's obligations under this Section 13.1 are conditioned upon:
(a) Vantage providing BCS with prompt written notice of such IP Claim (provided that any failure or delay in providing such notice shall not relieve BCS of its indemnification obligations except to the extent that BCS is materially prejudiced by such failure or delay);
(b) Vantage granting BCS sole control of the defense and settlement of such IP Claim, including the selection of counsel; and
(c) Vantage providing BCS with reasonable cooperation and assistance in the defense of such IP Claim, at BCS's expense.
If the Licensed Technology becomes, or in BCS's reasonable opinion is likely to become, the subject of an IP Claim, BCS may, at its sole option and expense: (i) procure for Vantage the right to continue using the Licensed Technology; (ii) modify the Licensed Technology to make it non-infringing while maintaining substantially equivalent functionality; or (iii) if neither (i) nor (ii) is commercially practicable in BCS's reasonable judgment, terminate this Agreement and refund to Vantage a pro-rata portion of the Upfront License Fee based on the remaining unexpired portion of the Initial Term as of the date of such termination.
BCS shall have no obligation to defend, indemnify, or hold harmless Vantage with respect to any IP Claim to the extent arising from: (a) modification of the Licensed Technology by Vantage or any third party not authorized by BCS; (b) combination of the Licensed Technology with products, software, hardware, or technology not provided by BCS, to the extent that the infringement would not have occurred absent such combination; (c) use of the Licensed Technology outside the scope of the license granted under this Agreement; or (d) Vantage's continued use of the Licensed Technology after BCS has provided a non-infringing alternative.
13.2 Product Liability Indemnity (Vantage to BCS). Vantage shall defend, indemnify, and hold harmless BCS and its officers, directors, employees, agents, successors, and permitted assigns (collectively, the "BCS Indemnitees") from and against any and all losses, damages, liabilities, costs, and expenses (including reasonable attorneys' fees and court costs) arising out of or in connection with any third-party claim, suit, action, or proceeding arising out of:
(a) Vantage's integration, marketing, distribution, sale, or resale of the Combined Product, including any claims relating to the design, manufacture, assembly, or quality of Vantage's own products incorporated into the Combined Product;
(b) any warranty, representation, guarantee, or commitment made by Vantage to End-Users regarding the Licensed Technology or the Combined Product beyond those expressly authorized by BCS in writing;
(c) Vantage's negligence, gross negligence, or willful misconduct in the performance of its obligations under this Agreement; or
(d) product liability claims asserted by End-Users or other third parties relating to the Combined Product, excluding claims solely and directly attributable to defects in the Licensed Technology as delivered by BCS.
Vantage's obligations under this Section 13.2 are subject to the same conditions as set forth in Section 13.1, applied mutatis mutandis (i.e., BCS providing prompt notice, Vantage having sole control of defense and settlement, and BCS providing reasonable cooperation at Vantage's expense).
13.3 General Indemnification Procedures. The following general provisions shall apply to all indemnification obligations under this Article 13:
(a) The indemnified Party shall provide the indemnifying Party with prompt written notice of any claim for which indemnification is sought. Failure to provide prompt notice shall not relieve the indemnifying Party of its indemnification obligations except to the extent that the indemnifying Party is materially prejudiced by such failure.
(b) The indemnifying Party shall have sole control of the defense and settlement of any indemnified claim, including the selection of counsel. The indemnified Party shall have the right to participate in the defense at its own expense with counsel of its choosing.
(c) The indemnifying Party shall not settle or compromise any indemnified claim without the prior written consent of the indemnified Party, which consent shall not be unreasonably withheld, conditioned, or delayed; provided, however, that the indemnified Party's consent shall not be required for any settlement that (i) includes a complete and unconditional release of the indemnified Party from all liability, (ii) does not impose any non-monetary obligations on the indemnified Party, and (iii) does not admit fault or liability on behalf of the indemnified Party.
(d) The indemnified Party shall cooperate fully with the indemnifying Party in the defense of any indemnified claim, at the indemnifying Party's reasonable expense.
ARTICLE 14 — LIMITATION OF LIABILITY
14.1 General Liability Cap. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 14.3, EACH PARTY'S TOTAL AGGREGATE LIABILITY TO THE OTHER PARTY UNDER OR IN CONNECTION WITH THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY, SHALL NOT EXCEED SEVEN MILLION FIVE HUNDRED THOUSAND DOLLARS ($7,500,000.00). THE FOREGOING AMOUNT REPRESENTS FIFTY PERCENT (50%) OF THE TOTAL DEAL VALUE CONTEMPLATED UNDER THE INITIAL TERM ($15,000,000 × 0.50 = $7,500,000).
14.2 Consequential Damages Waiver. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOST REVENUE, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, DIMINUTION IN VALUE, OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, REGARDLESS OF THE FORM OF ACTION OR THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE), EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR COULD HAVE FORESEEN SUCH DAMAGES.
14.3 Carve-Outs. The limitations set forth in Sections 14.1 and 14.2 shall not apply to:
(a) BCS's IP indemnification obligations under Section 13.1, which shall be subject to the aggregate cap of Fifteen Million Dollars ($15,000,000.00) set forth in that Section;
(b) either Party's breach of its confidentiality obligations under Article 11;
(c) either Party's willful misconduct, gross negligence, or fraud; and
(d) Vantage's obligation to pay amounts due to BCS under Article 5, including without limitation the Upfront License Fee, hardware purchase amounts, software royalties, and MAC shortfall payments.
ARTICLE 15 — REPRESENTATIONS AND WARRANTIES
15.1 Mutual Representations. Each Party represents and warrants to the other Party as of the Effective Date that:
(a) it is duly organized, validly existing, and in good standing under the laws of its jurisdiction of organization, and is qualified to do business in each jurisdiction where the nature of its activities or properties requires such qualification;
(b) it has full corporate or limited liability company 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 or limited liability company action;
(c) the execution and delivery of this Agreement by such Party, and the performance by such Party of its obligations hereunder, do not and will not (i) violate or conflict with the organizational documents of such Party, (ii) violate any applicable law, rule, regulation, order, judgment, or decree binding on such Party, or (iii) result in a breach of, or constitute a default under, any material agreement to which such Party is a party or by which such Party is bound; and
(d) this Agreement constitutes a valid and binding obligation of such Party, enforceable against such Party in accordance with its terms, subject to applicable bankruptcy, insolvency, reorganization, moratorium, and similar laws affecting creditors' rights generally and to general principles of equity.
15.2 BCS Representations. BCS represents and warrants to Vantage as of the Effective Date that:
(a) BCS is the sole and exclusive owner of the Licensed Technology, including all intellectual property rights therein, and has the full right, power, and authority to grant the licenses and rights set forth in this Agreement, free and clear of all liens, encumbrances, and claims of third parties;
(b) to BCS's knowledge, as of the Effective Date, the Licensed Technology does not infringe, misappropriate, or otherwise violate any patent, copyright, trade secret, trademark, or other intellectual property right of any third party in the Territory;
(c) the BCS Hardware Modules delivered to Vantage under this Agreement shall conform in all material respects to the specifications set forth in Exhibit A as of the date of delivery; and
(d) the BrightEdge SaaS Subscription shall perform in material conformity with its published documentation made available to Vantage as of the Effective Date.
15.3 Vantage Representations. Vantage represents and warrants to BCS as of the Effective Date that:
(a) Vantage has the experience, capability, technical expertise, and financial and personnel resources necessary to perform its obligations under this Agreement;
(b) Vantage shall comply with all applicable laws, rules, regulations, and orders in the performance of this Agreement, including without limitation all applicable export control laws and regulations, anti-corruption laws, and data privacy laws; and
(c) Vantage shall not make any representations, warranties, guarantees, or commitments to End-User

OEM RESELLER AGREEMENT

OEM RESELLER AGREEMENT

RECITALS

Record

Parties

Dates

Amounts