Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential....
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Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 1 Certain identified information marked with “[***]” has been omitted from this document because it is both (i) not material and (ii) the type that the registrant treats as private or confidential. [***][***] PROTOTYPE SALE AGREEMENT MAIN DOCUMENT This PROTOTYPE SALE AGREEMENT (this “Agreement”) is entered into on the date indicated below and made between: Polestar Automotive China Distribution Co., Ltd, Reg. No. 91510112MA6D05KT88, a corporation organized and existing under the laws of People’s Republic of China (the “Seller”); and Wuhan Lotus Cars Co., Ltd., Reg. No. 91420113MA4L0T9R0Y, a corporation organized and existing under the laws of People’s Republic of China (the “Buyer”). BACKGROUND A. The Seller is a company within the Polestar Group engaged in sales and distribution of Polestar branded vehicles and components, spare parts and accessories thereto. B. The Buyer is a company within the Lotus Group engaged in the product development, design, manufacturing, sales and distribution of Lotus branded vehicles. C. The Polestar Group is developing a [***] (hereinafter referred to as the “Electric Drive Unit”). The Electric Drive Unit will be used by Buyer in Lotus branded vehicles. Thus, Buyer wishes to buy prototypes of the Electric Drive Unit for use in its car development activities. The Seller has agreed to sell and supply such prototypes to the Buyer and the Buyer has agreed to buy such prototypes on the terms set out in this Agreement. D. In light of the foregoing, the Parties have agreed to execute this Agreement. AGREEMENT 1. DEFINITIONS For the purpose of this Agreement, the following terms shall have the meanings assigned to them below. All capitalized terms in singular in the list of definitions shall have the same meaning in plural and vice versa. “Agreement” means the Main Document including all of its Appendices and their Schedules as amended from time to time. “Affiliate” means any other legal entity that, directly or indirectly, is controlled by or is under common control with Polestar Automotive China Distribution Co., Ltd or Wuhan Lotus Cars Co., Ltd. and control means the possession, directly or indirectly, by agreement or otherwise, of (i) at least 50% of the voting stock, partnership interest or other ownership interest, or (ii) the power (a) to appoint or remove a majority of the board of directors or other governing body of an entity, or (b) to cause the direction of the management of an entity. “Appendix” means an appendix to this Agreement. Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 2 “Background IP” means the Intellectual Property Rights either: (a) owned by either of the Parties; (b) created, developed or invented by directors, managers, employees or consultants of either of the Parties; (c) to which the Party has licensed rights instead of ownership and the right to grant a sublicense prior to the execution of this Agreement, and any Intellectual Property Rights developed or otherwise acquired independently of this Agreement. “Components” means the prototypes of the Electric Drive Unit as further listed in Appendix 1 to this Agreement. “Confidential Information” means any and all non-public information regarding the Parties and their respective businesses, whether commercial or technical, in whatever form or media, including but not limited to the existence, content and subject matter of this Agreement, information relating to Intellectual Property Rights, concepts, technologies, processes, commercial figures, techniques, algorithms, formulas, methodologies, know- how, strategic plans and budgets, investments, customers and sales, designs, graphics, CAD models, CAE data, statement of works (including engineering statement of works and any high level specification), targets, test plans/reports, technical performance data and engineering sign-off documents and other information of a sensitive nature, that a Party learns from or about the other Party prior to or after the execution of this Agreement. “Disclosing Party” means the Party disclosing Confidential Information to the Receiving Party. “Force Majeure Event” shall have the meaning set out in Section 13.1. “Industry Standard” means the exercise of such professionalism, skill, diligence, prudence and foresight that would normally be expected at any given time from a skilled and experienced actor engaged in a similar type of undertaking as under this Agreement. “Intellectual Property Rights” or “IP” means Patents, Non-patented IP, rights in Confidential Information and Know-How to the extent protected under applicable laws anywhere in the world. For the avoidance of doubt, Trademarks are not comprised by this definition. “Know-How” means confidential and proprietary industrial, technical and commercial information and techniques in any form including (without limitation) drawings, formulae, test results, reports, project reports and testing procedures, instruction and training manuals, tables of operating conditions, specifications, component lists, market forecasts, lists and particulars of customers and suppliers. “Manufacturing Partner” means Ningbo Geely Royal Engine Parts Co., Ltd (“GPRI”) “Non-patented IP” means copyrights (including rights in computer software), database rights, semiconductor topography rights, rights in designs, and other intellectual property rights (other than Trademarks and Patents) and all rights or forms of protection having equivalent or similar effect anywhere in the world, in each case whether registered or Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 3 unregistered, and registered includes registrations, applications for registration and renewals whether made before, on or after execution of this Agreement. “Patent” means any patent, patent application, or utility model, whether filed before, on or after execution of this Agreement, along with any continuation, continuation-in-part, divisional, re-examined or re-issued patent, foreign counterpart or renewal or extension of any of the foregoing. “Price” means the price payable for the Prototypes as set forth or referenced to in Appendix 1. “Purchase Order” means an electronic or physical purchase order issued by Buyer to the Seller regarding the Components. “Receiving Party” means the Party receiving Confidential Information from the Disclosing Party. “Steering Committee” means [***] program steering meeting, Polestar – Lotus collaboration chaired by the head of R&D of each Party. “Strategic Board” means executive meeting between CEO, CFO and Head of R&D of each Party. “Technical Specification” means the specification of the Components as set forth in Appendix 1 with the technical status of the [***] technology which is available in the project at the time of the order of the Components. “Third Party” means a party other than any of the Parties and/or an Affiliate of one of the Parties to this Agreement. “Trademarks” means trademarks (including part numbers that are trademarks), service marks, logos, trade names, business names, assumed names, trade dress and get-up, and domain names, in each case whether registered or unregistered, including all applications, registrations, renewals and the like, in each case to the extent they constitute rights that are enforceable against Third Parties. 2. EFFECTIVE DATE AND VALIDITY 2.1 This Agreement shall be effective as of 1 May 2022, (the “Effective date”) and thus codifies the terms and conditions under which the Parties have acted from that date and shall remain in force until terminated in accordance with Section 12 below. 3. COMPONENT SUPPLY 3.1 The Parties have agreed that the Seller shall supply the Components listed in Appendix 1 to the Buyer under this Agreement. Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 4 3.2 When desiring to purchase Components under this Agreement, the Buyer will issue a request to the Seller that will investigate the delivery possibilities and provide a quote. If the Buyer agree to the quote the Buyer shall issue a Purchase Order and submit it to the Seller upon which the Parties will have a binding commitment to purchase and supply the Components covered by the Purchase Order. 3.3 The Buyer may cancel a Purchase Order in whole or in part. In this event the Buyer shall reimburse the Seller for any actual costs and expenses incurred by the Seller due to the Buyer’s cancellation and which the Seller is unable to mitigate. The Seller shall produce reasonable documentation on the incurred costs and expenses for which the Seller claims reimbursement. 3.4 Subject to a written agreement, the Parties may decide to add additional Components to this Agreement which will then become subject to the terms and conditions of this Agreement. 4. DELIVERY, LOGISTICS, TITLE AND RISK 4.1 The Seller will procure that its Manufacturing Partner delivers the Components on the dates agreed with the Buyer in the confirmed Purchase Order. 4.2 The Components shall, unless otherwise agreed between the Parties in writing, be delivered to the Buyer in a deliverable condition Free Carrier ‘FCA’ (Incoterms 2020) at a delivery compound at manufacturing Partner. 4.3 Title and risk of loss or damage with respect to each Component passes to the Buyer when the Seller has delivered the Component to the Buyer in accordance with this Section 4, without prejudice to the Buyer’s right to reject Components under Section 5. 4.4 If the Seller discovers that its Manufacturing Partner will not be able to deliver the Prototypes at the agreed time or if delay seems likely, the Seller shall immediately notify the Buyer thereof in writing, stating the reasons for the delay and, if possible, the time when delivery can be expected. 5. PRICE AND PAYMENT TERMS 5.1 The Prices and payment terms for the Components purchased under this Agreement is set forth in, or determined as set forth in, Appendix 1. 6. INTELLECTUAL PROPERTY RIGHTS 6.1 Ownership of existing Intellectual Property Rights. Each Party remains the sole and exclusive owner of its Background IP. Nothing in this Agreement shall be deemed to constitute an assignment of, or license to use, any Trademarks of the other Party. Notwithstanding anything to the contrary in this Agreement, nothing in this Agreement shall be construed as to give the other Party any rights, including but not limited to any license rights (express or implied), to any Background IP, except as expressly stated herein.
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Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 13 [***] PROTOTYPE SALE AGREEMENT APPENDIX 1 LIST OF PROTOTYPES AND PRICE 1. GENERAL 1.1 This Specification is a part of the [***] Prototype Sale Agreement executed between Buyer and Seller. This Specification contain List of the Prototypes, prices and payment terms that the Parties have agreed that Polestar shall provide to Louts. 2. DEFINITIONS 2.1 Any capitalized terms used but not specifically defined herein shall have the meanings set out for such terms in the Main Document. In addition, the capitalized terms set out below in this Section 2 shall for the purposes of this Prototype Sale Agreement have the meanings described herein. All capitalized terms in singular in the list of definitions shall have the same meaning in plural and vice versa. 3. LIST OF COMPONENTS 3.1 [***] Prototypes • Forty-two (42) [***] Prototype standard units ([***]) In delivery complete [***] include: 4. PRICE 4.1 The Price for the Prototypes at the agreed Shipping Terms will be determined on "arm´s length terms" applying the cost plus method, i.e. mark-up. The mark-up shall be based on the latest available benchmarking study. The mark-up applied is [***] %. 4.2 The agreed price for Forty-two (42) unassembled prototypes ordered by Buyer amount to [***] RMB excluding VAT. The price is further specified below. [***] 5. PAYMENT TERMS 5.1 Seller will invoice Buyer in the form of invoice as agreed by Xxxxx and Seller when the Prototype leaves the Seller’s stock location. Invoices may be generated electronically; provided however that Buyer may request hard-copy summary invoices that total batches of individual invoices over a specified period, in order to satisfy VAT and Customs reporting requirements. 5.2 Payment terms are [***] days net after date of invoice. Buyer will pay Seller for the invoice in accordance with that. Agreement nb.: LOT22-002 SA TEMPLATE VERSION 201022 14 5.3 Payment of all invoiced amounts will be in CNY, or such other currency as Buyer and Seller may agree, and against an invoice issued to Buyer by Seller. 5.4 VAT is chargeable on all invoiced amounts only where required by local law and shall be borne by the Buyer. Buyer may appoint an affiliate or Third Party to handle the requisite VAT registration and recovery. 5.5 If Payment made later than the due date will automatically be subject to interest for late payments for each day it is not paid and the interest shall be [***]. 5.6 If Buyer is in default in making any payment, Seller may postpone its obligations under this Agreement until payment is received. Any postponement or termination of Seller´s obligations under this Agreement shall have no effect on Sellers´s obligations or commitments under any other agreement or understanding between the Parties.