Common use of Proposals and Projects Clause in Contracts

Proposals and Projects. 5.1 The parties agree that the terms of this agreement shall apply when either party (proposing party) wishes to propose to the other party (receiving party) a Project falling within the scope of the Focus. 5.2 A proposing party may submit a proposal for a proposed Project falling within the scope of the Focus to the receiving party at any time. The proposal shall contain high level details of the proposed Project, including an indication of the parties’ likely respective Inputs and any Charges the proposing party intends to make for its own Inputs (if applicable). 5.3 On receipt of a proposal, the receiving party shall consider it, provide the proposing party with its comments and the parties shall then discuss whether they wish to formalise the proposal so that it becomes a Project. Either party may, in its absolute discretion, decline to agree to formalise a proposal into a Project. 5.4 In order to formalise a proposal into a Project: (a) either party may submit to the other a draft Project Specific Supplementary Agreement based on the proposal submitted under clause 5.3. Such document shall be based substantially on the template Project Specific Supplementary Agreement set out in Schedule 1, but it may include additional matters or exclude matters contained in the template that are not relevant to the particular Project; and (b) each party may sign the Project Specific Supplementary Agreement or decline to do so. A Project Specific Supplementary Agreement shall not have operative effect under this agreement unless it is signed by both parties. Once signed by both parties, a Project Specific Supplementary Agreement becomes part of the agreement. 5.5 A Project Specific Supplementary Agreement that has been signed by both parties may be amended at any time in accordance with clause 25. 5.6 Unless terminated earlier in accordance with this agreement, each Project Specific Supplementary Agreement has contractual effect during the applicable Project Period. 5.7 Each party shall in relation to the obligations allocated to it in a Project Specific Supplementary Agreement agreed in accordance with this clause: (a) perform such obligations, including by providing the Inputs in accordance with timeframes or milestones (if any) specified in the Project Specific Supplementary Agreement; (b) use reasonable care and skill in performing such obligations; (c) comply with Good Industry Practice; (d) comply with all laws applicable to it; (e) obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations; (f) ensure that the Inputs it provides conform with descriptions and specifications (if any) set out in the applicable Project Specific Supplementary Agreement; and (g) if on the other party’s premises, comply with that party’s health and safety and site regulations made known to it. 5.8 Each party shall ensure that it uses employees or agents in performing its obligations under a Project Specific Supplementary Agreement who are suitably qualified and experienced. 5.9 To facilitate communication, both NIU and Volkswagen shall designate one or more project coordinators, who shall be the principal point of contact for the performance of the Project as further defined in the Project Specific Supplementary Agreement (“Project Coordinator”). The Project Coordinators shall form the Project Team and shall have authority to manage the day-to-day activities to be performed under the Project Specific Supplementary Agreement and shall be responsible for directing and supervising such activities, including authorization of certain disclosure of technical specifications. Should the Project Team not reach consensus it shall escalate any such matter to the Project Control Board. The initial Project Coordinators are defined in clause 25 (Notices), however each party shall have the right to replace or add any Project Coordinator in its sole discretion upon written notice to the other party. 5.10 The Parties shall establish a project control board consisting of one or more representative from each party for the purpose of steering and realizing the Project(s) including but not limited to: (a) assessing and confirming the Project(s) progress; and (b) relationship management issues and dispute resolutions relating to the Focus or Project(s) (Project Control Board). The initial members of the Project Control Board for a Project are set forth in Schedule 4. The Project Control Board shall meet in-person or schedule calls when requested by one party, giving at least [five] days’ notice but at least on a bi-monthly basis. Each party may replace any of its members of the Project Control Board upon written notice to the other party. All actions proposed to be undertaken by the Project Control Board shall require the written approval of all Parties to be effective.

Proposals and Projects. 5.1 The parties agree that the terms of this agreement shall apply when either party (proposing party) wishes to propose to the other party (receiving party) a Project falling within the scope of the Focus. 5.2 A proposing party may submit a proposal for a proposed Project falling within the scope of the Focus to the receiving party at any time. The proposal shall contain high level details of the proposed Project, including an indication of the parties’ likely respective Inputs and any Charges the proposing party intends to make for its own Inputs (if applicable). 5.3 On receipt of a proposal, the receiving party shall consider it, provide the proposing party with its comments and the parties shall then discuss whether they wish to formalise the proposal so that it becomes a Project. Either party may, in its absolute discretion, decline to agree to formalise a proposal into a Project. 5.4 In order to formalise a proposal into a Project: (a) either party may submit to the other a draft Project Specific Supplementary Agreement based on the proposal submitted under clause 5.3Schedule. Such document shall be based substantially on the template Project Specific Supplementary Agreement Schedule set out in Schedule 1, but it may include additional matters or exclude matters contained in the template that are not relevant to the particular Project; and; (b) each party may sign the Project Specific Supplementary Agreement Schedule or decline to do so. A Project Specific Supplementary Agreement Schedule shall not have operative effect under this agreement unless it is signed by both parties. Once signed by both parties, a Project Specific Supplementary Agreement Schedule becomes part of the agreement. 5.5 A Project Specific Supplementary Agreement Schedule that has been signed by both parties may be amended at any time in accordance with clause 25Clause 26. 5.6 Unless terminated earlier in accordance with this agreement, each Project Specific Supplementary Agreement Schedule has contractual effect during the applicable Project Period. 5.7 Each party shall in relation to the obligations allocated to it in a Project Specific Supplementary Agreement Schedule agreed in accordance with this clause: (a) perform such obligations, including by providing the Inputs in accordance with timeframes or milestones (if any) specified in the Project Specific Supplementary AgreementSchedule; (b) use reasonable care and skill in performing such obligations; (c) comply with Good Industry Practicegood industry practice; (d) comply with all laws applicable to it; (e) obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations; (f) ensure that the Inputs it provides conform with descriptions and specifications (if any) set out in the applicable Project Specific Supplementary AgreementSchedule; and (g) if on the other party’s premises, comply with that party’s health and safety and site regulations made known to it.safety 5.8 Each party shall ensure that it uses employees or agents in performing its obligations under a Project Specific Supplementary Agreement Schedule who are suitably qualified and experienced. 5.9 To facilitate communication, both NIU and Volkswagen shall designate one or more project coordinators, who shall be the principal point of contact for the performance of the Project as further defined in the Project Specific Supplementary Agreement (“Project Coordinator”). The Project Coordinators shall form the Project Team and shall have authority to manage the day-to-day activities to be performed under the Project Specific Supplementary Agreement and shall be responsible for directing and supervising such activities, including authorization of certain disclosure of technical specifications. Should the Project Team not reach consensus it shall escalate any such matter to the Project Control Board. The initial Project Coordinators are defined in clause 25 (Notices), however each party shall have the right to replace or add any Project Coordinator in its sole discretion upon written notice to the other party. 5.10 The Parties shall establish a project control board consisting of one or more representative from each party for the purpose of steering and realizing the Project(s) including but not limited to: (a) assessing and confirming the Project(s) progress; and (b) relationship management issues and dispute resolutions relating to the Focus or Project(s) (Project Control Board). The initial members of the Project Control Board for a Project are set forth in Schedule 4. The Project Control Board shall meet in-person or schedule calls when requested by one party, giving at least [five] days’ notice but at least on a bi-monthly basis. Each party may replace any of its members of the Project Control Board upon written notice to the other party. All actions proposed to be undertaken by the Project Control Board shall require the written approval of all Parties to be effective.

Proposals and Projects. ‌ 5.1 The parties agree that the terms of this agreement shall apply when either party (proposing party) wishes to propose to the other party (receiving party) a Project falling within the scope of the Focus. 5.2 A proposing party may submit a proposal for a proposed Project falling within the scope of the Focus to the receiving party at any time. The proposal shall contain high level details of the proposed Project, including an indication of the parties’ ' likely respective Inputs and any Charges the proposing party intends to make for its own Inputs (if applicable). 5.3 On receipt of a proposal, the receiving party shall consider it, provide the proposing party with its comments and the parties shall then discuss whether they wish to formalise the proposal so that it becomes a Project. Either party may, in its absolute discretion, decline to agree to formalise a proposal into a Project. 5.4 In order to formalise a proposal into a Project: (a) either party may submit to the other a draft Project Specific Supplementary Agreement based on the proposal submitted under clause 5.3Schedule. Such document shall be based substantially on the template Project Specific Supplementary Agreement Schedule set out in Schedule 1, but it may include additional matters or exclude matters contained in the template that are not relevant to the particular Project; and; (b) each party may sign the Project Specific Supplementary Agreement Schedule or decline to do so. A Project Specific Supplementary Agreement Schedule shall not have operative effect under this agreement unless it is signed by both parties. Once signed by both parties, a Project Specific Supplementary Agreement Schedule becomes part of the agreement. 5.5 A Project Specific Supplementary Agreement Schedule that has been signed by both parties may be amended at any time in accordance with clause 2526. 5.6 Unless terminated earlier in accordance with this agreement, each Project Specific Supplementary Agreement Schedule has contractual effect during the applicable Project Period. 5.7 Each party shall in relation to the obligations allocated to it in a Project Specific Supplementary Agreement Schedule agreed in accordance with this clause:clause:‌ (a) perform such obligations, including by providing the Inputs in accordance with timeframes or milestones (if any) specified in the Project Specific Supplementary AgreementSchedule; (b) use reasonable care and skill in performing such obligations; (c) comply with Good Industry Practicegood industry practice; (d) comply with all laws applicable to it; (e) obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations; (f) ensure that the Inputs it provides conform with descriptions and specifications (if any) set out in the applicable Project Specific Supplementary AgreementSchedule; and (g) if on the other party’s 's premises, comply with that party’s 's health and safety and site regulations made known to it. 5.8 Each party shall ensure that it uses employees or agents in performing its obligations under a Project Specific Supplementary Agreement who are suitably qualified and experienced. 5.9 To facilitate communication, both NIU and Volkswagen shall designate one or more project coordinators, who shall be the principal point of contact for the performance of the Project as further defined in the Project Specific Supplementary Agreement (“Project Coordinator”). The Project Coordinators shall form the Project Team and shall have authority to manage the day-to-day activities to be performed under the Project Specific Supplementary Agreement and shall be responsible for directing and supervising such activities, including authorization of certain disclosure of technical specifications. Should the Project Team not reach consensus it shall escalate any such matter to the Project Control Board. The initial Project Coordinators are defined in clause 25 (Notices), however each party shall have the right to replace or add any Project Coordinator in its sole discretion upon written notice to the other party. 5.10 The Parties shall establish a project control board consisting of one or more representative from each party for the purpose of steering and realizing the Project(s) including but not limited to: (a) assessing and confirming the Project(s) progress; and (b) relationship management issues and dispute resolutions relating to the Focus or Project(s) (Project Control Board). The initial members of the Project Control Board for a Project are set forth in Schedule 4. The Project Control Board shall meet in-person or schedule calls when requested by one party, giving at least [five] days’ notice but at least on a bi-monthly basis. Each party may replace any of its members of the Project Control Board upon written notice to the other party. All actions proposed to be undertaken by the Project Control Board shall require the written approval of all Parties to be effective.

Proposals and Projects. 5.1 The parties agree that the terms of this agreement Agreement shall apply when either party (proposing party) wishes to propose to the other party (receiving party) a Project falling within the scope of the Focus. 5.2 . A proposing party may submit a proposal for a proposed Project falling within the scope of the Focus to the receiving party at any time. The proposal shall contain high level details of the proposed Project, including an indication of the parties’ ' likely respective Inputs and any Charges the proposing party intends to make for its own Inputs (if applicable). 5.3 . On receipt of a proposal, the receiving party shall consider it, provide the proposing party with its comments and the parties shall then discuss whether they wish to formalise the proposal so that it becomes a Project. Either party may, in its absolute discretion, decline to agree to formalise a proposal into a Project. 5.4 . In order to formalise a proposal into a Project: (a) : either party may submit to the other a draft Project Specific Supplementary Agreement based on the proposal submitted under clause 5.3Schedule. Such document shall be based substantially on the template Project Specific Supplementary Agreement Schedule set out in Schedule 1the First Schedule, but it may include additional matters or exclude matters contained in the template that are not relevant to the particular Project; and (b) each party may sign the Project Specific Supplementary Agreement Schedule or decline to do so. A Project Specific Supplementary Agreement Schedule shall not have operative effect under this agreement unless it is signed by both parties. Once signed by both parties, a Project Specific Supplementary Agreement Schedule becomes part of the agreement. 5.5 . A Project Specific Supplementary Agreement Schedule that has been signed by both parties may be amended at any time in accordance with clause 25. 5.6 Error: Reference source not foundError: Reference source not found (Variation). Unless terminated earlier in accordance with this agreement, each Project Specific Supplementary Agreement Schedule has contractual effect during the applicable Project Period. 5.7 . Each party shall in relation to the obligations allocated to it in a Project Specific Supplementary Agreement Schedule agreed in accordance with this clause: (a) : perform such obligations, including by providing the Inputs in accordance with timeframes or milestones (if any) specified in the Project Specific Supplementary Agreement; (b) Schedule; use reasonable care and skill in performing such obligations; (c) ; comply with Good Industry Practice; (d) good industry practice; comply with all laws applicable to it; (e) ; obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations; (f) ; ensure that the Inputs it provides conform with descriptions and specifications (if any) set out in the applicable Project Specific Supplementary AgreementSchedule; and (g) and if on the other party’s 's premises, comply with that party’s 's health and safety and site regulations made known to it. 5.8 . Each party shall ensure that it uses employees or agents in performing its obligations under a Project Specific Supplementary Agreement Schedule who are suitably qualified and experienced. 5.9 To facilitate communication, both NIU and Volkswagen shall designate one or more project coordinators, who shall be the principal point of contact for the performance of the Project as further defined in the Project Specific Supplementary Agreement (“Project Coordinator”). The Project Coordinators shall form the Project Team and shall have authority to manage the day-to-day activities to be performed under the Project Specific Supplementary Agreement and shall be responsible for directing and supervising such activities, including authorization of certain disclosure of technical specifications. Should the Project Team not reach consensus it shall escalate any such matter to the Project Control Board. The initial Project Coordinators are defined in clause 25 (Notices), however each party shall have the right to replace or add any Project Coordinator in its sole discretion upon written notice to the other party. 5.10 The Parties shall establish a project control board consisting of one or more representative from each party for the purpose of steering and realizing the Project(s) including but not limited to: (a) assessing and confirming the Project(s) progress; and (b) relationship management issues and dispute resolutions relating to the Focus or Project(s) (Project Control Board). The initial members of the Project Control Board for a Project are set forth in Schedule 4. The Project Control Board shall meet in-person or schedule calls when requested by one party, giving at least [five] days’ notice but at least on a bi-monthly basis. Each party may replace any of its members of the Project Control Board upon written notice to the other party. All actions proposed to be undertaken by the Project Control Board shall require the written approval of all Parties to be effective.

Proposals and Projects. 5.1 The parties agree that the terms of this agreement shall apply when either party (proposing party) wishes to propose to the other party (receiving party) a Project falling within the scope of the Focus. 5.2 . A proposing party may submit a proposal for a proposed Project falling within the scope of the Focus to the receiving party at any time. The proposal shall contain high level details of the proposed Project, including an indication of the parties’ ' likely respective Inputs and any Charges the proposing party intends to make for its own Inputs (if applicable). 5.3 . On receipt of a proposal, the receiving party shall consider it, provide the proposing party with its comments and the parties shall then discuss whether they wish to formalise the proposal so that it becomes a Project. Either party may, in its absolute discretion, decline to agree to formalise a proposal into a Project. 5.4 . In order to formalise a proposal into a Project: (a) : either party may submit to the other a draft Project Specific Supplementary Agreement based on the proposal submitted under clause 5.3Schedule. Such document shall be based substantially on the template Project Specific Supplementary Agreement Schedule set out in Schedule 1, but it may include additional matters or exclude matters contained in the template that are not relevant to the particular Project; and (b) each party may sign the Project Specific Supplementary Agreement Schedule or decline to do so. A Project Specific Supplementary Agreement Schedule shall not have operative effect under this agreement unless it is signed by both parties. Once signed by both parties, a Project Specific Supplementary Agreement Schedule becomes part of the agreement. 5.5 . A Project Specific Supplementary Agreement Schedule that has been signed by both parties may be amended at any time in accordance with clause 25. 5.6 2329 (Variation). Unless terminated earlier in accordance with this agreement, each Project Specific Supplementary Agreement Schedule has contractual effect during the applicable Project Period. 5.7 . Each party shall in relation to the obligations allocated to it in a Project Specific Supplementary Agreement Schedule agreed in accordance with this clause: (a) : perform such obligations, including by providing the Inputs in accordance with timeframes or milestones (if any) specified in the Project Specific Supplementary Agreement; (b) Schedule; use reasonable care and skill in performing such obligations; (c) ; comply with Good Industry Practice; (d) good industry practice; comply with all laws applicable to it; (e) ; obtain and maintain consents, licences and permissions (statutory, regulatory, contractual or otherwise) that are necessary to enable it to comply with such obligations; (f) ; ensure that the Inputs it provides conform with descriptions and specifications (if any) set out in the applicable Project Specific Supplementary AgreementSchedule; and (g) and if on the other party’s 's premises, comply with that party’s 's health and safety and site regulations made known to it. 5.8 . Each party shall ensure that it uses employees [or agents agents] in performing its obligations under a Project Specific Supplementary Agreement Schedule who are suitably qualified and experienced. [Each party agrees that it has no right to bind the other party in contract or otherwise in relation to any customers of either party, and it shall not represent that it has such right. 5.9 To facilitate communication] Nothing in this agreement constitutes one party a partner, both NIU and Volkswagen shall designate one employer, employee or more project coordinators, who shall be the principal point of contact for the performance agent of the Project as further defined other party in the Project Specific Supplementary Agreement (“Project Coordinator”)relation to either party's customers. The Project Coordinators shall form the Project Team and shall have authority Neither party may provide to manage the day-to-day activities to be performed under the Project Specific Supplementary Agreement and shall be responsible for directing and supervising such activitiesany of its customers any information, including authorization of certain disclosure of technical specifications. Should the Project Team not reach consensus it shall escalate or make any such matter to the Project Control Board. The initial Project Coordinators are defined in clause 25 (Notices)representation, however each party shall have the right to replace or add any Project Coordinator in its sole discretion upon written notice relating to the other party's products or services, unless that information or representation is approved in writing by that party for use in those circumstances. 5.10 The Parties shall establish a project control board consisting ] To enable the parties to maximise the benefits of one or more representative from their collaboration, each party for shall: engage the purpose of steering and realizing the Project(s) including but not limited to: (a) assessing and confirming the Project(s) progress; and (b) relationship management issues and dispute resolutions relating other in planning discussions in relation to the Focus or Project(s) (Project Control Board). The initial from time to time; keep the other party informed about its own progress in relation to each Project; and facilitate regular discussions between appropriate members of its personnel and those of the Project Control Board for a Project are set forth other party in Schedule 4. The Project Control Board shall meet in-person or schedule calls when requested by one partyrelation to each Project, giving at least [five] days’ notice but at least on a bi-monthly basisincluding in relation to: performance and issues of concern in relation to each Project; new developments and resource requirements; compliance with deadlines; and such other matters as may be agreed between the parties from time to time. Each party may replace any of its members of the Project Control Board upon written notice shall: supply to the other party information and assistance reasonably requested by it relating to a Project as is necessary to enable that other party to perform its own obligations in relation to the Project; and review documentation, including draft specifications or service descriptions or other technical documentation, for use when performing its obligations in relation to a Project (if any), as soon as reasonably practicable at the request of the other party. All actions proposed to be undertaken by the Project Control Board shall require the written approval , and notify it of all Parties to be effectiveany errors or incorrect assumptions made in any such documents so far as it is aware.