COLLABORATION AND STRATEGIC SUPPLIER RELATIONSHIP FRAMEWORK AGREEMENT between ABB INC.
between
ABB
INC.
and
January
10, 2011
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EXECUTION
VERSION
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TABLE OF
CONTENTS
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0
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0 -
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0
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0 -
XXXXXXX CHARGING SOLUTIONS COLLABORATION
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3
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3 -
THE SUPPLIER RELATIONSHIP
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4
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4 -
SPECIFIC TERMS AND CONDITIONS OF THE SUPPLIER RELATIONSHIP IN THE NORTH
AMERICAN MARKET
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7
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5 -
GENERAL TERMS AND CONDITIONS OF THE SUPPLIER RELATIONSHIP
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8
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6 -
SPECIFIC COUNTRIES/REGIONS
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10
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7 -
THE STEERING COMMITTEE (“STECO”)
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11
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8 -
OTHER CONCERNS
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12
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9 -
CONFIDENTIALITY
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12
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10 -
CHOICE OF LAW
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13
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11 -
TERM
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13
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12 -
THE ENTIRE AGREEMENT
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13
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EXHIBIT
A - GENERAL TERMS AND CONDITIONS OF SALE
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15
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January
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LEXICON
ABB: See the
(INITIAL RECITAL)
ABB Assemblies: See
Section 3(a) (THE SUPPLIER RELATIONSHIP)
ABB Charging
Units: See Section 3(a) (THE SUPPLIER
RELATIONSHIP
ABB Components: See
Section (3a) (THE SUPPLIER RELATIONSHIP)
ABB Group: See
Section 3(a) (THE SUPPLIER RELATIONSHIP)
ABB NAM
Parties: See Section 2(a) (BATTERY CHARGING SOLUTIONS
COLLABORATION)
ABB Product / ABB
Products: See Section 3(a) (THE SUPPLIER
RELATIONSHIP)
ABB Systems: See
Section 3(a) (THE SUPPLIER RELATIONSHIP
Affiliate /
Affiliates: See Section 1(a) (OVERVIEW)
Agreement /
Agreements: See Section 1(c) (OVERVIEW)
Battery Charging
Solutions: See Section 3(a) (THE SUPPLIER
RELATIONSHIP)
BCS Collaboration for
NAM: See Section 2(a) (BATTERY CHARGING SOLUTIONS
COLLABORATION)
BLINK Network
Functionality: See Section 2(a)(i) (BATTERY CHARGING SOLUTIONS
COLLABORATION)
BLINK Network
Products: See Section 2(a)(i) (BATTERY CHARGING SOLUTIONS
COLLABORATION)
China Market: See
Section 6(a) (SPECIFIC COUNTRIES/REGIONS)
China Market
Period: See Section 6(a)(i) (SPECIFIC
COUNTRIES/REGIONS)
ECOtality: See the
(INITIAL RECITAL)
ECOtality Proprietary
Technology: See Section 3(c)(v) (THE SUPPLIER
RELATIONSHIP)
ECOtality
Requirements: See Section 4(c) (SPECIFIC TERMS AND CONDITIONS
OF THE SUPPLIER COLLABORATION IN THE NORTH AMERICAN MARKET)
Effective Date: See
the (INITIAL RECITAL)
Framework
Agreement: See the (INITIAL RECITAL)
NAM: See Section
1(d) (OVERVIEW()
NAM Customers: See
Section 4(d) (SPECIFIC TERMS AND CONDITIONS OF THE SUPPLIER COLLABORATION IN THE
NORTH AMERICAN MARKET()
NAM Parties: See
Section 2(a)(ii)(a) (BATTERY CHARGING SOLUTIONS COLLABORATION0
OEM: See Section
3(c)(i) (THE SUPPLIER RELATIONSHIP)
Party /
Parties: See the (INITIAL RECITAL)
Power Boxes: See
Section 3(c)(ii)(b) (THE SUPPLIER RELATIONSHIP)
Specific
Applications: See Section 3(b) (THE SUPPLIER
RELATIONSHIP)
STECO: See Section
7(a) (THE STEERING COMMITTEE)
STECO MOU: See
Section 7(b) (THE STEERING COMMITTEE)
Supplier
Relationship: See Section 1(a) (OVERVIEW)
This
Collaboration and Strategic Supplier Relationship Framework Agreement (this
“Framework Agreement”)
is entered into as of January 10, 2011 (the “Effective Date”), by and
between ABB Inc. (“ABB”)
and ECOtality, Inc. (“ECOtality”), with ABB and
ECOtality each a “Party,” and collectively the
“Parties.” Under the
Framework Agreement, the Parties mutually agree as follows.
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1.
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OVERVIEW
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a. This
Framework Agreement sets forth the general terms for the collaboration and
strategic supplier relationship (the “Supplier Relationship”) that
ABB and ECOtality have agreed to implement between themselves and their
affiliated companies (“Affiliates,” with each of the
Affiliates an “Affiliate”).
b. Each
Party is responsible for ensuring that its Affiliates are aware of this
Framework Agreement and act in accordance with its terms, to the extent legally
permissible.
c. Although
this Framework Agreement sets forth the general terms of the Supplier
Relationship, the Supplier Relationship will be effectuated via a series of
country/region-specific, definitive, written, mutually-executed agreements (each
an “Agreement,” and
collectively the “Agreements”) between the
Parties and/or the appropriate Affiliate(s) of each Party.
d. The
Agreement for the North American market (“NAM”) shall be executed on the
Effective Date, concurrently with this Framework Agreement.
e. The
Supplier Relationship for any country/region shall only be fully effective upon
the execution of an Agreement between the Parties and/or their respective
Affiliate(s) for such country/region.
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2.
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BATTERY
CHARGING SOLUTIONS COLLABORATION
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a. In
NAM, as part of the Supplier Relationship, the appropriate NAM Affiliates of ABB
(the “ABB NAM Parties”)
shall collaborate with ECOtality and its Affiliates to further the development,
expansion, and acceptance of market-leading Battery Charging Solutions (as
defined below in Section 3(a) (THE SUPPLIER RELATIONSHIP)). This
collaboration (the “BCS
Collaboration for NAM”) shall be documented in the Agreement for NAM ,
and shall:
i)
Only apply to Battery Charging Solutions
that incorporate, use or rely on ECOtality’s Proprietary Technology and/or that
provide the networking functionality that ECOtality and its Affiliates have
designed and operate, associated with its “BLINK” trademark (the “BLINK Network Functionality,”
with Battery Charging Solutions that provide some or all of the BLINK Network
Functionality being referred to as “BLINK Network Products”);
and
ii) Include:
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(a) Support,
between the parties to the Agreement for NAM (the “NAM Parties”), for well
designed and competitive Battery Charging Solutions; and
(b) Efforts
by the NAM Parties to expand Battery Charging Solutions that use ABB Products
and also provide the BLINK Network Functionality.
Furthermore,
as part of the BCS Collaboration for NAM, the NAM Parties shall use reasonable
business efforts and their respective sales channels for the BCS Collaboration
for NAM. Specifically, so long as there is no uncorrected material
default by ECOtality under the agreement for NAM (which is expressly understood,
to include, but is not limited to, any violation of Section 4(c) (SPECIFIC TERMS
AND CONDITIONS OF THE SUPPLIER RELATIONSHIP IN THE NORTH AMERICAN MARKET)
below), the ABB NAM Parties shall market the BLINK Network Products in NAM as
follows.
i)
The ABB NAM Parties will include BLINK Network Products
and ECOtality’s MicroClimates program in the applicable public relations,
marketing communications and sales training programs of the ABB Group in
NAM;
ii) ECOtality
and its Affiliates will advise the ABB NAM Parties of all of its utility
contacts and customers and will endeavor to introduce the ABB Group as part of
ECOtality’s overall Battery Charging Solutions program for utilities in
conjunction with the BLINK Network Products;
iii) ECOtality
will provide, at its Tempe offices, an office for an ABB Group coordination
employee, who will be invited to participate in product and sales meetings
related to BLINK Network Products; and
iv) NAM
Parties shall provide, to each other and the STECO (as this term is defined in
Section 7 (a) (THE STEERING COMMITTEE) below), reasonable monthly Contact Update
Reports outlining when contacts are underway and what potential opportunities
may exist to allow for common action and resource planning in relation to the
BLINK Network Products.
b. For
all countries/regions other than NAM, the STECO will evaluate whether or not a
joint sales and marketing collaboration between the appropriate Affiliates of
each Party is to be implemented for BLINK Network Products in the Agreements of
each such country/region.
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3.
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THE
SUPPLIER RELATIONSHIP
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a. ECOtality
and its Affiliates design, manufacture, deliver, operate, and service electric
vehicle charging solutions (“Battery Charging
Solutions”). For Battery Charging Solutions, ABB and its
Affiliates (the “ABB
Group”) have the ability to supply ECOtality with components (“ABB Components”), assemblies (“ABB Assemblies”), charging units (“ABB Charging Units”), and systems (“ABB Systems”). The ABB
Components, the ABB Assemblies, the ABB Charging Units, and the ABB Systems are
each an “ABB Product,”
and collectively “ABB
Products.”
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b. Under
the Supplier Relationship, subject to:
i)
The terms, conditions and limitations of this Framework
Agreement;
ii) The
ABB Products meeting the requirements of ECOtality and its Affiliates for the
Battery Charging Solutions; and
iii) The
ability of the ABB Group to supply the ABB Products to ECOtality and its
Affiliates without violating any preexisting requirement of the ABB Group to the
contrary,
ECOtality
shall purchase from the ABB Group all ABB Products that can be incorporated
into its Battery Charging Solutions intended for “light-duty on-road” vehicles,
airport ground equipment, industrial vehicles, and industrial applications (the
“Specific
Applications”).
c. Under
this Framework Agreement and the Agreements:
i)
ABB Components shall generally consist
of:
- All
commercial, industrial and residential electrical, electro-mechanical and
electronic control and conversion devices such as, but not limited to, loose
switches, circuit breakers, transformers, DIN-rail mounted products, power
electronics building blocks (PEBBs), empty enclosures, communications and
gateway devices, connectors and similar products that can be used in assemblies
made by a variety of panel builders, Original Equipment Manufacturers
(“OEMs”) or purchased
directly by distributors or end user customers for connection to electricity
distribution networks, regardless of applied voltages.
ii) ABB
Assemblies are generally defined as a collection of components typically
supplied by a systems integrator, panel builder, or OEM. Examples of
ABB Assemblies include, but are not limited to:
(a) Battery
Charging Solution dispensing equipment pedestals, panels or enclosures and
related accessories for all levels of charging.
(b) Power
boxes (“Power Boxes”),
also known as “charging
engines,” which are comprised of multiple components integrated into
enclosures, for the express purpose of conditioning and supplying electricity to
dispensers.
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iii) ABB
Charging Units are defined as integrated products ready to be connected to the
grid and vehicle with all functionality and network, user, and vehicle
interfaces included; and consisting of ABB Assemblies and ABB Components as
defined above. Examples of ABB Charging Units include, but are not
limited to:
(a) AC
Level 1 and Level 2 Chargers
(b) DC
Fast Chargers
iv) ABB
Systems shall generally consist of an ABB Charging Unit, or several
interconnected ABB Charging Units, together with the associated back-end IT
systems (such as billing systems), communications networks, and consumer
interfaces, including, but not limited to related commercial software and
applications, but
excluding:
(x) Utility
systems commonly known as Feeder Automation systems and Distribution Automation
systems, and
(y) Utility
side integration activities that cannot be classified as being an ABB
Product.
v) The
proprietary technology of ECOtality and its Affiliates (the “ECOtality Proprietary
Technology”) shall generally include, without limitation, any one or more
of the following items.
(a) Network
communications systems, software and interfaces, and combinations
thereof;
(b) Back
office applications for data collection, customer interface and network
functionality;
(c) Charging
methods and programs;
(d) Design
and packaging features;
(e) Cord,
cord handles, and cord management systems; and
(f) All
BLINK Network Functionality.
For the
avoidance of doubt, the ECOtality Propriety Technology, only extends to items
which incorporate, use or rely on any intellectual property (including, without
limitation, items covered by patents, copyrights, trademarks and the like and
information that is identified as confidential, proprietary or protected as a
trade secret) that are or shall be invented, developed, or acquired (either via
purchase or license) by ECOtality, except to the extent that any such
proprietary technology is:
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(v) Is
the intellectual property a third party;
(w) Owned
by ABB and/or its Affiliates;
(x) Licensed
or sublicensed from ABB and/or its Affiliates;
(y) Independently
developed by ABB and/or its Affiliates;
(z) Publicly
available to ABB and/or its Affiliates, without restriction and free of any
charge (except for nominal ones), on or after the time of disclosure by
ECOtality and/or its Affiliates to ABB and/or its Affiliates.
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4.
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SPECIFIC
TERMS AND CONDITIONS OF THE SUPPLIER COLLABORATION IN THE NORTH AMERICAN
MARKET
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a. Under
both the Framework Agreement and the Agreement for NAM, the United States,
Canada, and Mexico shall constitute NAM.
b. The
Parties intend that the specific Agreement for NAM shall be developed by the
appropriate Affiliate(s) of ABB and ECOtality and its Affiliates using this
Framework Agreement as a guide, and shall be executed concurrently with the
Framework Agreement, on the Effective Date.
c. Subject
to the other terms, conditions and limitations of this Framework Agreement,
under the Agreement for NAM, ECOtality and its Affiliates, to the greatest
extent possible, but without violation of any Federal, State or local
procurement regulations or other applicable laws, rules or regulations, shall
purchase or specify to others to purchase on their behalf ABB Products for all
Battery Charging Solutions where applicable, unless ECOtality or its Affiliates
can reasonably demonstrate that the ABB Products do not meet the necessary
design and performance specifications, quantity requirements, quality
requirements and/or delivery schedule requirements of ECOtality and its
Affiliates (the “ECOtality
Requirements”). Additionally, for each ABB Product ordered by
ECOtality or its Affiliates from ABB, whether it is an ABB Component, ABB
Assembly, ABB Charging Unit or ABB System, IF the
pricing by ABB or its Affiliates (including delivery and taxes) is five percent
(5%) or more than the pricing, including delivery and taxes, that ECOtality or
its Affiliates either has negotiated with, or can reasonably demonstrate would
be available to ECOtality and its Affiliates from, a third party not affiliated
with the ABB Group for an offering materially and technically equivalent to the
ABB Product in question, ECOtality and/or its Affiliates shall have no
obligation to purchase any such ABB Product from the ABB Group, although
ECOtality and its Affiliates may purchase any such ABB Product, if they so
desire.
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d. In
NAM, the ABB Group will have the unrestricted right, subject to the other terms,
conditions and limitations imposed by the agreement for NAM, to sell to NAM
customers (“NAM
Customers”) ABB Components, ABB Assemblies and ABB Charging Units which
do not incorporate any BLINK Network Products or any of ECOtality’s Proprietary
Technology. For the avoidance of doubt, this right of the ABB Group
does not extend to ABB Systems (whether or not they incorporate any BLINK
Network Products or any of ECOtality’s Proprietary Technology), and the term NAM
Customers shall mean parties not affiliated with ECOtality or its Affiliates who
are located (or have offices or facilities) in NAM and parties not affiliated
with ECOtality or its Affiliates without offices or facilities in NAM who the
ABB Group parties to the Agreement for NAM reasonably know incorporate or intend
to incorporate any of ABB Products sold to them into their products marketed in
NAM.
e. In
NAM, so long as there is no uncorrected material default by ECOtality under the
Agreement for NAM (which is expressly understood, to include, but is not limited
to, any violation of Section 4(c) (SPECIFIC TERMS AND CONDITIONS OF THE SUPPLIER
RELATIONSHIP IN THE NORTH AMERICAN MARKET) above), the ABB Group will not
design, produce, market, or sell any ABB System which competes with the network
system capabilities of any BLINK Network Products.
f.
In NAM, ECOtality and its Affiliates will have the
exclusive right to sell BLINK Network Products for the Specific Applications, at
any charging level. However, BLINK Network Products that use two (2)
or more ABB Products will be co-branded with the ABB Group, in a manner agreed
upon by the STECO and documented in the Agreement for NAM. For the
avoidance of doubt, ECOtality and its Affiliates have the non-exclusive right to
sell ABB Assemblies and ABB Charging Units for other Battery Charging Solution
applications besides the Specific Applications in NAM.
g. In
the Agreement for NAM, ECOtality shall ensure that the ABB Group has a right of
first refusal to supply, on the same terms as provided in this Framework
Agreement, current and future ABB Products for all current and future Battery
Charging Solutions products and offerings developed by ECOtality and its
Affiliates.
h. The
commercial terms for any sale of ABB Products to ECOtality and its Affiliates
under the Agreement for NAM shall be generally consistent with the relevant ABB
Group’s general terms and conditions for sale for the associated ABB
Product. For example, the “ABB Inc. ‘General Terms and
Conditions of Sale’,” attached below as Exhibit A (GENERAL TERMS AND
CONDITIONS OF SALE), shall apply to ABB Products, to the extent those terms and
conditions are not inconsistent with specific provisions of the Agreement for
NAM.
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5.
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GENERAL
TERMS AND CONDITIONS OF THE SUPPLIER
RELATIONSHIP
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The
following shall apply to each Agreement, to the greatest extent legally
permissible.
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a. No
Affiliate of the ABB Group shall be required to accept any order for any ABB
Product under any Agreement, if, in the reasonable opinion of the Affiliate
of the ABB Group, it would be unable to meet the ECOtality
Requirements. If the ABB Group is unable to meet the ECOtality
Requirements for any of the ABB Products, ECOtality shall notify the STECO of
such inability in writing. Thereafter, ECOtality and its Affiliates
shall be under no obligation to purchase the non-conforming ABB Product under
the associated Agreement; provided that in the event that, thereafter, ABB
notifies the STECO, in writing, of the ABB Group’s ability to fulfill the
associated ECOtality Requirements for the ABB Product, then unless ECOtality
reasonably determines that the ABB Product does not fulfill the associated
ECOtality Requirements, ECOtality shall again have the obligation to purchase
the ABB Product, subject in any event, however, to any alternative supply
arrangements that ECOtality may have entered into with respect to the
non-conforming ABB Product until the end of the term of such alternative supply
arrangements.
b. For
the avoidance of doubt, ECOtality and its Affiliates shall have the right to
make all sourcing decisions for components or other items in a Battery Charging
Solution that are not ABB Products.
c.
If the STECO
unanimously agrees to implement the Supplier Relationship in a country/region,
then the Agreement for NAM shall be used as basis for any such Agreement, but
only to the extent:
i)
Legally-permissible for that country/region;
ii)
Unanimously permitted by the STECO; and
iii) Consistent
with this Framework Agreement.
d. Each
Agreement shall have a five (5) year term wherever legally
permissible.
e. All
extensions of any Agreement shall be via a written, mutually-executed amendment
to the Agreement.
f.
To the extent applicable to ABB
Products, the ABB Group shall have the first right of refusal to participate in
ECOtality's MicroClimate initiatives in each country/region.
g. Globally,
and in each country/region where there is an Agreement, the appropriate
Affiliates of ABB and ECOtality shall collaborate on relevant industry standards
committees and working groups related to Battery Charging Solutions utilizing
ABB Products.
h. In
each Agreement, the STECO’s decisions will govern the joint sales and marketing
collaboration of the parties to each such Agreement.
ABB/ECOtality
Collaboration and Strategic Supplier Relationship Framework
Agreement
January
10, 2011 – EXECUTION
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6.
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SPECIFIC
COUNTRIES/REGIONS
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a. For
the China Market (the “China
Market”):
i)
ECOtality agrees that, except to the extent provided in the Master Overhead
Joint Venture Agreement dated September 15, 2009, between ECOtality and
Shenzen Goch Investment Ltd., as amended, neither it nor any of its Affiliates
shall form any strategic supplier relationship with respect to the China Market
with any entity that is not an Affiliate of the ABB Group for six (6) months
from the Effective Date (the “China Market
Period”).
ii) The
Agreement for the China Market shall be developed by the STECO using
commercially-reasonable, good faith efforts, this Framework Agreement, and the
Agreement for NAM (as is appropriate).
iii) If
the Agreement for the China Market is not mutually acceptable to, and executed
by the appropriate affiliates of, each of the Parties before the end of the
China Market Period, thereafter, the Parties and their affiliates will have no
obligation to implement the Supplier Relationship in the China
Market.
b. For
All Other Countries/Regions:
i)
The Agreements for all other countries/regions, outside of NAM and the China
Market, shall be developed by the STECO in a timely manner, using
commercially-reasonable good faith efforts, this Framework Agreement, and the
Agreement for NAM (as is appropriate).
ii) In
any country/region for which there is no effective Agreement between the
appropriate Affiliates of the Parties:
(a) The
sale of any products marketed by ECOtality, including Battery Charging
Solutions, will not be governed by this Framework Agreement;
(b) ECOtality
and its Affiliates shall have no obligation to purchase any ABB
Products; and
(c) No
Affiliate of the ABB Group shall have any obligation to fulfill any purchase
orders for the ABB Products from ECOtality and its Affiliates.
ABB/ECOtality
Collaboration and Strategic Supplier Relationship Framework
Agreement
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7.
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THE
STEERING COMMITTEE
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a. For
the Supplier Relationship, the Parties shall form a Steering Committee (the
“STECO”), on the
Effective Date to implement this Framework Agreement and advise the Parties and
their Affiliates on the Supplier Relationship.
b. The
rights, duties and procedures of the STECO, and of the Parties with respect to
the STECO, shall be documented in a mutually acceptable, executed, written
memorandum of understanding (the “STECO MOU”).
c. The
STECO shall be comprised of three (3) representatives from each Party and/or its
affiliates, with each representative entitled to one (1) vote on all matters
requiring action by the STECO. Unless otherwise stated in this
Framework Agreement, actions of the STECO shall be approved by a simple majority
vote.
d. Generally,
the STECO will provide guidance to the Parties and their Affiliates on how to
implement the Supplier Relationship in each country/region where the Parties are
currently doing business or intend to do business, and resolve concerns about
the Supplier Relationship raised by either Party or any of its
Affiliates.
e. For
each specific country/region, the STECO will commence formal consideration of a
Supplier Relationship strategy for each such specific country/region upon the
request of either Party. If the STECO does not reach unanimous
agreement on the strategy for a country/region and on the form of the Agreement
for that country/region within six (6) months of the commencement of the STECO’s
formal consideration of the country/region, thereafter neither ABB and its
Affiliates nor ECOtality and its Affiliates have any obligation to form a
Supplier Relationship for that country/region.
f.
The STECO shall meet at least every
quarter.
g. The
STECO shall review pricing and supply arrangements on a quarterly basis for the
Agreement for NAM.
h. At
each quarterly meeting of the STECO, the STECO shall consider whether the scope
of the Agreement for NAM should be expanded, based upon the STECO’s expectations
for Battery Charging Solutions and ABB Products in NAM. If the STECO
unanimously determines that the scope of the Agreement for NAM should be
expanded, the NAM Agreement shall be promptly amended by the appropriate
parties.
i.
The STECO shall terminate at the end of the Framework
Agreement.
ABB/ECOtality
Collaboration and Strategic Supplier Relationship Framework
Agreement
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8.
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OTHER
CONCERNS
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a. Neither
Party is aware of any customer or business partner relationships which would
prohibit it from entering into this Framework Agreement or prevent it from
executing any Agreement.
b. To
the extent that legal requirements, including, but not limited to laws with
respect to restraints on competition, prevent either Party and their Affiliates
from incorporating the provisions of this Framework Agreement into any
Agreement, the Parties and their Affiliates shall fully comply with any such
legal requirements in drafting the Agreement.
c. To
the extent that this Framework Agreement or any Agreement violates any existing
or future legal requirement, the nonperformance by the affected Party or its
Affiliates is fully excused and this Framework Agreement and/or the Agreement
(as may be applicable) shall be promptly amended by the appropriate entities to
address the violation. If no mutually satisfactory, commercially
reasonable amendment can be made to this Framework Agreement or the Agreements
(as may be applicable), the Supplier Relationship in such country/region shall
be immediately terminated.
d. The
failure to exercise a right or delay in exercising a right or remedy provided in
this Framework Agreement or by law does not constitute a waiver of the right or
remedy or a waiver of other rights or remedies. A waiver of a breach
of any of the terms of this Framework Agreement or of a default under this
Framework Agreement does not constitute a waiver of any other breach or default
and shall not affect the other terms of the Framework
Agreement. Similarly, a waiver of a breach of any of the terms of
this Framework Agreement or of a default under this Framework Agreement will not
prevent a Party from subsequently requiring compliance with the waived
obligation.
e. The
Parties acknowledge that the Framework Agreement does not grant any intellectual
property rights to their respective intellectual property to the other
Party.
f.
The relationship of the Parties is that of independent parties dealing at arm’s
length and nothing in this Agreement shall be construed so as to constitute any
kind of partnership, joint ventures, or agency. Accordingly, neither
Party nor their Affiliates is authorized to represent the other, except as
expressly stated in the Framework Agreement.
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9.
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CONFIDENTIALITY
|
The terms
of this Framework Agreement are considered confidential and proprietary by the
Parties and shall not be disclosed by any Party to a third party, excluding its
affiliates, agents, advisors, lenders, and insurers, without the other Party’s
prior written authorization, except as may be required by applicable law
(including, without limitation, securities laws with respect to the disclosure
of material information).
ABB/ECOtality
Collaboration and Strategic Supplier Relationship Framework
Agreement
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10.
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CHOICE
OF LAW
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This
Framework Agreement shall be governed by and subject to the laws of the State of
New York.
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11.
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TERM
|
This
Agreement shall terminate five (5) years from the Effective Date, but may be
terminated by either Party for “cause.”
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12.
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THE
ENTIRE AGREEMENT
|
This
Framework Agreement
i) Contains
the entire agreement and understanding among the Parties as to the subject
matter of this Framework Agreement;
ii) Supersedes
in their entirety any and all previous communications among the Parties; and
iii) Shall
only be modified in writing by the Parties.
[SIGNATURES APPEAR ON THE FOLLOWING
PAGE]
ABB/ECOtality
Collaboration and Strategic Supplier Relationship Framework
Agreement
January
10, 2011 – EXECUTION
VERSION
Page
14 of 15
IN
WITNESS WHEREOF, the Parties have entered into this Framework Agreement as of
the date first written above.
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ABB
Inc.
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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By:
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Name:
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Title:
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ABB
GROUP BUSINESS AREA ACKNOWLEDGEMENT
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This Framework Agreement has
been reviewed by the DM and the LP Business Areas of the ABB Group and its
terms unconditionally
accepted.
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By:
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By:
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Name:
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Name:
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Title:
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Title:
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(Acting
for DM)
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(Acting
for
LP)
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ABB/ECOtality
Collaboration and Strategic Supplier Relationship Framework
Agreement
January
10, 2011 – EXECUTION
VERSION
Page
15 of 15
EXHIBIT
A – GENERAL TERMS AND CON)DITIONS
OF SALE
“Form
50-490” -
