Extract to table

" Right-click to update Table of Contents RECITALS WHEREAS, Licensor is engaged in the business of developing, licensing, and supporting embedded software and real-time operating systems for automotive, aerospace, and industrial applications, and owns and licenses the ATLAS-RT™ embedded real-time operating system, a high-performance, safety-certified real-time operating system designed for deployment in mission-critical embedded computing environments; WHEREAS, Licensee is engaged in the business of automotive manufacturing, specializing in the design, engineering, production, and sale of adaptive mobility vehicles for customers with diverse mobility needs, and desires to integrate Licensor's ATLAS-RT™ embedded RTOS into Licensee's next-generation adaptive vehicle platform program internally designated "Project Argonaut"; WHEREAS, Licensee desires to obtain, and Licensor desires to grant, a license to use the Licensed Software (as defined herein) in connection with the development, manufacture, and deployment of up to five (5) designated vehicle platform configurations under Project Argonaut, encompassing a range of adaptive mobility vehicle configurations targeting both consumer and commercial fleet markets; WHEREAS, Licensor will also provide certain integration services, including software porting, driver adaptation, board support package customization, and ongoing maintenance and support, in connection with the Licensed Software; WHEREAS, the Parties desire to set forth the terms and conditions governing the license, services, fees, intellectual property rights, confidentiality, indemnification, limitation of liability, and related matters in a comprehensive agreement reflecting the Parties' mutual intentions and the commercial significance of the transactions contemplated herein; NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: ARTICLE 1 — DEFINITIONS As used in this Agreement, the following terms shall have the meanings set forth below

Capitalized terms used but not otherwise defined in this Agreement shall have the meanings ascribed to them in the context in which they appear

Any use of the Licensed Software beyond the scope of the five (5) Designated Vehicle Platforms, including without limitation integration into additional vehicle platforms, product lines, or applications outside of Project Argonaut, shall require Licensor's prior written consent and shall be subject to the negotiation and payment of additional license fees and, if applicable, additional Runtime Royalties

1 (Integration Services for Project Argonaut), is attached hereto as a separate document incorporated by reference into this Agreement and shall govern the initial phase of integration activities for the Designated Vehicle Platforms

Each SOW shall identify specific deliverables, milestones, and acceptance criteria applicable to the Integration Services to be performed thereunder

Licensor shall deliver each milestone deliverable to Licensee in accordance with the timeline set forth in the applicable SOW