Auto Connection Agreement

AUTO CONNECTION AGREEMENT

Parties

Recitals

WHEREAS, Service Provider provides vehicle connectivity services, telematics devices, installation and configuration of Auto Connection Equipment and associated software used to enable remote communications, diagnostics, over-the-air updates and data transmission from Client vehicles; and

WHEREAS, Client desires to retain Provider to install, configure and enable connectivity to the Client's vehicles and to provision the connectivity services described in this Agreement on the terms and conditions set forth below; and

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and for other good and valuable consideration, the sufficiency of which is hereby acknowledged, the parties agree as follows beginning on the Effective Date: Effective Date: .

Scope of Work

Provider shall perform the following services and deliverables in a professional and workmanlike manner pursuant to the specifications agreed between the parties:

Scope includes, without limitation, procurement or configuration of devices, physical installation in vehicles or at charging/connection points, software provisioning, network activation, testing, training of Client personnel, and initial warranty testing. Any material change or addition to the Scope of Work shall require a written Change Order signed by both parties, including any adjustments to price and schedule.

Payment Terms

Client shall pay Provider the fees set forth below in consideration for the services and goods. The parties agree the Total Contract Amount is: $

Invoices are due within days of invoice date unless otherwise specified. Late payments shall bear interest at the lesser of 1.5% per month or the maximum rate permitted by law, and Client shall also reimburse Provider for reasonable costs of collection, including attorneys' fees.

Term and Termination

This Agreement shall commence on: and shall continue in effect until: , unless earlier terminated in accordance with this Agreement.

Either party may terminate this Agreement for convenience upon providing days' prior written notice. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach. Termination shall not relieve Client of its obligation to pay for services performed and equipment provided prior to termination, nor shall it affect accrued rights or remedies.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence and not disclose to any third party any Confidential Information of the other party (the "Disclosing Party") and shall use such Confidential Information solely for the performance of this Agreement. "Confidential Information" means non-public business, technical or financial information disclosed in writing or orally that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information does not include information that (a) is or becomes publicly available without breach of this Agreement; (b) is rightfully received from a third party without restriction and without breach of an obligation of confidentiality; (c) is independently developed by the Receiving Party without use of the Disclosing Party's Confidential Information; or (d) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and disclosure is limited to the extent legally required.

Upon termination or expiration of this Agreement, the Receiving Party shall return or destroy the Disclosing Party's Confidential Information and certify in writing the return or destruction. The obligations of confidentiality shall survive termination for a period of three (3) years, except for trade secrets which shall remain protected for as long as they qualify as trade secrets under applicable law.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for resolution of disputes arising under this Agreement.

Entire Agreement

This Agreement, including any exhibits and Change Orders executed by the parties, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral. Any amendment or modification to this Agreement must be in writing and signed by authorized representatives of both parties.

Notices

All notices, requests, consents, claims, demands, waivers and other communications hereunder shall be in writing and addressed to the parties at their addresses set forth in this Agreement or to such other address that a party may designate by notice to the other. Notices shall be deemed given when delivered by hand, sent by nationally recognized overnight courier, or three (3) days after being mailed by certified mail, return receipt requested.

Miscellaneous

The obligations that by their nature are intended to survive termination or expiration of this Agreement shall so survive, including but not limited to payment obligations, confidentiality obligations, and provisions relating to ownership and indemnity. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in interest in connection with a merger or sale of substantially all of its assets.

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