Common use of Special Tooling Clause in Contracts

Special Tooling. All dies, jigs, fixtures, drawings, molds, patterns, tem- plates, gages and the like that “The Company” pro- vides to Seller or pays Seller (in whole or in part) to make or buy for use in performing this Order (collec- tively, "Tooling") are the personal property of “The Company” or “The Company’s customers, as the case may be. “The Company” will not be obligated to pay for such Tooling, if applicable, until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Com- pany” has accepted the Tooling or the first run of Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” will be not be obligated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller will label the Tooling in accordance with “The Company’s instruc- tions to permit accurate identification and will seg- regate it from other tooling in Seller's possession to the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” hereunder and for no other purpose. Upon expiration, cancellation, or termination of this Order, Seller will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s instructions about its removal or dispo- sition, which will be at “The Company’s expense. Seller hereby authorizes “The Company” and/or “The Company’s customer, as applicable, and its agents, on Seller's behalf and as its attorney-in-fact, to pre- pare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems necessary to evi- dence its ownership of the Tooling.

Special Tooling. All dies, jigs, fixtures, drawings, molds, patterns, tem- platestemplates, gages gauges, and the like that “The Company” pro- vides TMI and/or its customers provide to Seller Supplier or pays Seller pay Supplier (either directly or through amortization of costs in whole or in partthe Product price) to make or buy for use in performing this the Order (collec- tively, collectively "Tooling") are the sole personal property of “The Company” TMI or “The Company’s TMI's customers, as the case may be. “The Company” TMI will not be obligated to pay for such Tooling, if applicable, until Seller Supplier has provided “The Company” TMI with an itemized list and adequate cost records for the same (or that of any of Supplier’s sub-suppliers) and “The Com- pany” TMI has accepted approved the Tooling tooling through an approved "Parts Submission Warrant" or the first run of Goods manufactured or assembled therewithother TMI process. If Seller Supplier fails to provide adequate cost records, “The Company” TMI will be not be obligated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller Supplier will label the Tooling in accordance with “The Company’s instruc- tions TMI's instructions to permit accurate identification and will seg- regate segregate it from other tooling in SellerSupplier's possession to the extent practicable. At its own expense, Seller Supplier will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller Supplier will use the Tooling exclusively to produce Goods Products for “The Company” hereunder TMI under the Order and for no other purpose. Upon expiration, cancellation, or termination of this the Order, Seller Supplier will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s TMI's instructions about its removal or dispo- sitiondisposition, which will be at “The Company’s TMI's expense. Seller Supplier hereby grants TMI or TMI's customers, as applicable, a security interest in the Tooling and all accessories and attachments thereto, substitutes and replacements therefore and proceeds there from, and authorizes “The Company” and/or “The Company’s customerTMI or TMI's customers, as applicable, and its their agents, on SellerSupplier's behalf and as its attorneyattorneys-in-fact, to pre- pareprepare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems they deem necessary to evi- dence protect their security interests. Supplier also expressly authorizes TMI or its ownership agents to retrieve said Tooling from Supplier's premises at TMI's option, upon written notice to Supplier, at any time and for any reason or no reason at all, and in this regard, Supplier expressly waives the benefit of the any law or regulation which would otherwise entitle it to assert a lien over such Tooling.

Special Tooling. All dies, jigs, fixtures, drawings, molds, patterns, tem- platestemplates, gages and the like that “The Company” pro- vides Dana provides to Seller Selxxx or pays Seller (in whole or in part) to make or buy for use in performing this Order (collec- tivelycollectively, "Tooling") are at all times the personal property of “The Company” Dana or “The Company’s customersDana's customex, as the case may be. “The Company” Dana will not be obligated obligxxxx to pay for such Tooling, if applicable, until Seller has provided “The Company” Dana with an itemized list xxxt and adequate cost records for the same and “The Com- pany” Dana has accepted the Tooling thx Xooling or the first run of Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” Dana will be not be obligated oxxxxated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller will label the Tooling in accordance with “The Company’s instruc- tions Dana's instructions to permit accurate identification and will seg- regate segregate it from other tooling in Seller's possession to the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce SMARTIRE/DANA CONFIDENTIAL September 2005 -27- Goods for “The Company” Dana hereunder and for xxx no other purpose. Upon expiration, cancellation, or termination of this Order, Seller will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s Dana's instructions about its removal or dispo- sitiondisposition, which will be at “The Company’s Dana's expense. Seller hereby acknowledges that Dana or Dana's customex, xs the case may be, has title to and all rights in the Tooling, all accessories and attachments thereto, all substitutes and replacements therefor and all proceeds therefrom. Seller authorizes “The Company” and/or “The Company’s customerDana or Dana's customex, as xs applicable, and its or their agents, on Seller's behalf and as its attorney-in-fact, to pre- pareprepare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems they deem necessary to evi- dence its evidence their ownership of the Tooling.

Special Tooling. All dies, jigs, fixtures, drawings, molds, patterns, tem- platestemplates, gages and the like that “The Company” pro- vides Xxxx provides to Seller or pays Seller (in whole or in part) to make or buy for use in performing this Order (collec- tivelycollectively, "Tooling") are at all times the personal property of “The Company” Xxxx or “The Company’s customersDana's customer, as the case may be. “The Company” Xxxx will not be obligated to pay for such Tooling, if applicable, until Seller has provided “The Company” Xxxx with an itemized list and adequate cost records for the same and “The Com- pany” Xxxx has accepted the Tooling or the first run of Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” Xxxx will be not be obligated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller will label the Tooling in accordance with “The Company’s instruc- tions Dana's instructions to permit accurate identification and will seg- regate segregate it from other tooling in Seller's possession to the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” Xxxx hereunder and for no other purpose. Upon expiration, cancellation, or termination of this Order, Seller will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s Dana's instructions about its removal or dispo- sitiondisposition, which will be at “The Company’s Dana's expense. Seller hereby acknowledges that Xxxx or Dana's customer, as the case may be, has title to and all rights in the Tooling, all accessories and attachments thereto, all substitutes and replacements therefor and all proceeds therefrom. Seller authorizes “The Company” and/or “The Company’s Xxxx or Dana's customer, as applicable, and its or their agents, on Seller's behalf and as its attorney-in-fact, to pre- pareprepare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems they deem necessary to evi- dence its evidence their ownership of the Tooling.

Special Tooling. All Special Tooling" means all special dies, jigs, fixtures, drawings, molds, patterns, tem- plates, templates and gages and the like that “The Company” pro- vides to acquired or manufactured by Seller or pays Seller (in whole or in part) to make or buy under this Order for use in performing manufacturing or assembling Goods which are proprietary to Buyer, excluding any standard or perishable tooling or gages. Special tooling separately itemized in this Order (collec- tivelywill be Buyer's property upon Buyer's full payment of the purchase price for same; provided, "Tooling") are the personal property of “The Company” or “The Company’s customershowever, as the case may be. “The Company” that Buyer will not be obligated to pay for such Tooling, if applicable, have no payment obligation until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Com- pany” it has accepted the Tooling such tooling or the first run of Goods manufactured or assembled therewith. Seller will furnish Buyer with an itemized list of such tooling and will maintain adequate cost records for the same, which records will be available for review or audit ----------- * This portion of the agreement has been omitted and filed with the Securities and Exchange Commission pursuant to a request for confidential treatment in accordance with Rule 406 of Regulation C. by Buyer. If Seller fails to provide adequate maintain such cost records, “The Company” Buyer will be not be obligated to pay more than Seller solely the fair market value of the Toolingspecial tooling, regardless of the Tooling purchase price set out in the Orderstated herein. While the Tooling is in its possession or custody, Seller will be responsible for any all loss or damage to the Tooling such tooling and for all taxes, assessments, and similar charges levied with respect to or on itupon such tooling while in Seller's possession. Seller will label xxxx and number such tooling with Buyer's name and the Tooling in accordance with “The Company’s instruc- tions number of the part made therewith to permit accurate identification of same at all times and will seg- regate it segregate the same from other tooling in Seller's its possession to the extent practicablefeasible. At its own expense, Seller will repair repair, maintain and maintain the Tooling, keep it such tooling in good working condition, condition and replace it when necessary for any reason, including normal wear and tearthe same at its own expense as necessary. Seller will use such tooling exclusively for the Tooling exclusively to produce production of Goods for “The Company” hereunder Buyer and for no other purposeuse. Upon expirationcompletion, cancellation, or termination of this Order, Seller will hold the Tooling such tooling and any operation sheets, sheets or process data, or other information data necessary to show its usethe use thereof, at no charge, pending receipt of “The Company’s Buyer's instructions about its with respect to removal or dispo- sition, which will be disposition at “The Company’s Buyer's expense. Seller hereby authorizes “The Company” and/or “The Company’s customer, as applicable, and its agents, on Seller's behalf and as its attorney-in-fact, to pre- pare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems necessary to evi- dence its ownership of the Tooling.

Special Tooling. All dies, jigs, fixtures, drawings, molds, patterns, tem- platestemplates, gages and the like that “The Company” pro- vides provides to Seller or pays Seller (in whole or in part) to make or buy for use in performing this Order (collec- tivelycollectively, "Tooling") are the personal property of “The Company” or “The Company’s customers, as the case may be. “The Company” will not be obligated to pay for such Tooling, if applicable, until Seller has provided “The Company” with an itemized list and adequate cost records for the same and “The Com- panyCompany” has accepted the Tooling or the first run of Goods manufactured or assembled therewith. If Seller fails to provide adequate cost records, “The Company” will be not be obligated to pay more than the fair market value of the Tooling, regardless of the Tooling purchase price set out in the Order. While the Tooling is in its possession or custody, Seller will be responsible for any loss or damage to the Tooling and for all taxes, assessments, and similar charges levied with respect to or on it. Seller will label the Tooling in accordance with “The Company’s instruc- tions instructions to permit accurate identification and will seg- regate segregate it from other tooling in Seller's possession to the extent practicable. At its own expense, Seller will repair and maintain the Tooling, keep it in good working condition, and replace it when necessary for any reason, including normal wear and tear. Seller will use the Tooling exclusively to produce Goods for “The Company” hereunder and for no other purpose. Upon expiration, cancellation, or termination of this Order, Seller will hold the Tooling and any operation sheets, process data, or other information necessary to show its use, at no charge, pending receipt of “The Company’s instructions about its removal or dispo- sitiondisposition, which will be at “The Company’s expense. Seller hereby authorizes “The Company” and/or “The Company’s customer, as applicable, and its agents, on Seller's behalf and as its attorney-in-fact, to pre- pareprepare, sign and file such Uniform Commercial Code financing statements and amendments thereto and similar documents as it deems necessary to evi- dence evidence its ownership of the Tooling.