Provision of Application Software Clause Samples

Provision of Application Software. (a) Without limitation to Section 3.05(b) and subject to Section 2.02(b), PHINIA shall, during the Term, provide (or shall procure that its Affiliates provide) to BorgWarner and its Affiliates free of charge the Application Software for the purpose of incorporating such Application Software into ECUs which are sold by BorgWarner (or its Affiliates) to Customers as part of Parallel Sales. In case of any updates to or new rollouts of the Application Software, PHINIA shall provide, or cause to be provided, to BorgWarner upon BorgWarner’s request such updates or new rollouts against a one-time fee of USD 12,000 per update or rollout (with up to two (2) releases for that update or rollout) which shall be paid by BorgWarner within 60 (sixty) calendar days of the date of the invoice. (b) In consideration for the Application Software and/or Calibration Data provided by PHINIA to BorgWarner for inclusion into ECUs sold by BorgWarner (or its Affiliates) to Groupe Peugeot Société Anonyme, BorgWarner shall pay in calendar year 2023 a consideration as per the formula agreed between BorgWarner and Groupe Peugeot Société Anonyme as set out in Schedule 7 to this Agreement. PHINIA shall invoice the respective amortization amount after the end of each calendar month, which shall be paid within 60 (sixty) calendar days of the date of the invoice.