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Soteria Battery Innovation Group Access Agreement

The Soteria Battery Innovation Group is dedicated to improving lithium-ion battery safety by whatever means possible. Entering into this agreement gives access to the platform, participation in meetings, committees, and technology through technical support and samples. Certain activities are governed by the Soteria Leadership Council, composed of Gigawatt and Terawatt Access Partner representatives. This access agreement (“Agreement”) is made between the Company listed below (“Company”) and Soteria Battery Innovation Group Inc. (“Soteria” or “Soteria BIG”).

Access Privileges

Access privileges based on the level of access chosen are listed in Appendix A.

Intellectual Property

The Company has the right to make and use products related to the Soteria Technology for research and development purposes and to subcontract testing and other development activities using Soteria Technology. The Company does not have the right to sell materials using Soteria Technology over a nominal annual quantity (currently $10,000).

The Company is not by this Agreement granting to Soteria any rights or title to potential improvements made through this research and development license. Other nondisclosure agreements, research contracts or joint development agreements, if any, will override and control with regards to jointly created intellectual property.

FRAND Licensing Terms

Soteria, in its role as licensor of Soteria Technology, shall offer global, non-exclusive commercial licenses of the Soteria Technology to make, use and sell materials incorporating the technology, and such licenses shall be pursuant to a separate license agreement generally on Fair, Reasonable, and Nondiscriminatory (FRAND) terms with low ongoing (not to exceed 2% of the value of the battery) royalty rates. The Company agrees that if it challenges the validity of any Soteria patent, Soteria may elect to terminate this Agreement immediately. the Company further agrees not to commercialize products that embody the Soteria patents without obtaining commercial rights, which may be enacted by entering into a commercial license agreement or buying the materials, cells, packs or devices from a company that is listed on the Soteria website as having entered into a commercial license agreement.

Copyrights

The Company and Soteria grant to each other and to other companies with access the right to use written or graphic materials created in the course of access-related activities, including presentations at meetings, notes and other materials created in the course of committee participation, and other activities. For technical information marked confidential, this does not relieve the Company or Soteria of confidentiality obligations.

Trademarks

Soteria grants to the Company the right to use the Soteria Marks (1. “Soteria” word mark and 2. Soteria fuse-and-battery symbol on a blue background) only for purposes of indicating access. The Company grants to Soteria the right to use their company name and logo only for purposes of indicating the Company has access, as example on the Soteria BIG website. Company may limit the specific

style of logo to be used in Appendix B. In no event may a party change and/or amend the name, logo or other trademarks, patents, products or product designs, company, business or trading names of the respective other party, or use for any other purpose.

The Soteria Leadership Council will set rules regarding use of the Soteria Marks with regard to the standards set by Soteria BIG, and the Company agrees to abide by these rules in using the Soteria Marks for any other purpose.

Soteria Leadership Council and Executive Team

The Soteria Leadership Council will from time-to-time make and amend bylaws for access, including publishing standards and best practices. Such bylaws will be approved by three-fifths majority of the Leadership Council and Company agrees to abide by those bylaws. The Soteria Executive Team and Soteria Board of Directors will govern day-to-day and commercial activities of Soteria.

Confidentiality

The Company intends to engage in discussions, technical exchanges, research and development of the Soteria Technology, including exchanges with other companies who have entered into agreements similar to this during Soteria events and meetings and outside such events and meetings. It is anticipated that a Company will disclose or deliver to other Access Partners any Soteria

Proprietary Information, including trade secrets and any information disclosed either directly or indirectly, in writing, orally, electronically or by inspection of tangible objects marked or designated as “Confidential,” “Proprietary” or some similar designation.

The party receiving Proprietary Information (Recipient) and its directors, officers, employees, agents and advisors (Representatives) shall:

protect and safeguard the confidentiality of all such Proprietary Information with at least the same degree of care as the Recipient would protect its own Proprietary Information;
not use the Disclosing Party's Proprietary Information in any manner to the Disclosing Party's detriment, including without limitation, to reverse engineer, disassemble, decompile or design around the Disclosing Party's proprietary services, products and/or intellectual property; and
not disclose any such Proprietary Information to any person or entity other than the Recipient's Representatives who: (i) need to know the Proprietary Information to assist the Recipient, or act on its behalf, in relation to the Purposes or to exercise its rights under this Agreement; (ii) are informed by the Recipient of the confidential nature of the Proprietary Information; and (iii) are subject to confidentiality duties or obligations to the Recipient that are no less restrictive than the terms and conditions of this Agreement.

The Recipient agrees that it is responsible for any breach of the terms of this Agreement by any of its Representatives, and agrees, at its sole expense, to take reasonable measures to restrain its Representatives from prohibited or unauthorized disclosure or use of the Proprietary Information.

The obligations of the Recipient specified in a. – c. above do not apply, and the Recipient has no further obligations, with respect to

any Proprietary Information to the extent that such Proprietary Information:

is or becomes publicly available without Recipient or its Representatives violating this Agreement;
is in the Recipient’s possession prior to disclosure by the Disclosing Party;
becomes known to the Recipient through disclosure by sources other than the Disclosing Party without such sources violating any confidentiality obligations; or
is independently developed by the Recipient without reference to or reliance upon the Disclosing Party’s Proprietary Information.

The Recipient will be entitled to disclose any Proprietary Information if and to the extent that it is required to do so by any law, court or regulatory authority, provided that Recipient will promptly notify the Disclosing Party in writing upon becoming aware of any such requirement and shall co-operate with the Disclosing Party regarding the timing and content of such disclosure or any action the Disclosing Party may reasonably elect to take to challenge the validity of such requirement.

The Recipient shall, upon the Disclosing Party’s written request, either return to the Disclosing Party or destroy, as directed by the Disclosing Party in such written request, all Proprietary Information received by the Recipient or its Representatives from the Disclosing Party (and all copies and reproductions thereof).

The Recipient agrees that it does not receive any right, title or interest in, or any license or right to use, the Disclosing Party’s Proprietary Information or any patent, copyright, trade secret, trademark or other intellectual property rights therein, by implication or otherwise. Each of the parties represents, warrants and covenants that the trade secrets that it discloses to the other party pursuant to this Agreement have not been stolen, appropriated, obtained or converted without authorization. Each party makes no guaranty or warranty to one another under this Agreement that Company will be able to develop, manufacture, sell or otherwise commercialize products utilizing the Proprietary Information including Soteria Technology, for fitness or suitability of Proprietary Information for a particular purpose or as to the validity of any patent.

Access Fees

The first access fee is due upon execution of this agreement. Thereafter, the Company will be charged monthly or annually on

the anniversary of the execution of this Agreement. Upon payment, selected level of access will be provided, and the access fee is fully earned and non-refundable.

Soteria Limitation of Liability

Soteria’s maximum liability to the Company arising out of this Agreement, the Soteria Technology or otherwise relating to the consortium, shall be limited to refunding the annual fee for the most recent year.

Term and Termination

This Agreement is effective as of the date below and remains in effect until terminated. Access to benefits will begin upon receipt of first payment. After the committed one year access, either party may terminate this Agreement upon thirty (30) days prior written notice to the other party or as otherwise agreed between the parties, provided however, that both the FRAND Licensing Terms and the confidentiality obligations of this Agreement, as they apply to any Proprietary Information disclosed prior to such termination shall survive for five (5) years from the termination of this Agreement. All other rights cease upon termination.

Miscellaneous

This Agreement will be construed and controlled by the laws of the State of South Carolina. All parties irrevocably consent to jurisdiction and venue in the state and federal courts located in South Carolina.

Soteria BIG and Company may assign the rights and obligations of this Agreement to an entity that agrees in writing to assume all Soteria BIG’s or Company’s obligations under this Agreement and the mutual non-disclosure agreement.

Regardless of which Party may have drafted the Agreement or portion thereof, no rule of strict construction will be applied against any Party. If any provision of the Agreement is determined by a court of competent jurisdiction to be unenforceable, the parties will deem the provision to be modified to the extent necessary to allow it to be enforced to the maximum extent permitted by law, or if it cannot be modified, the provision will be severed and deleted from the Agreement, and the remainder of the Agreement will continue in effect.

This Agreement supersedes any previous Agreement signed by the parties.

In witness whereof, the parties have executed this agreement as of the date below:

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Signed by Amy Brinson, VP - Global Consortium, Soteria
Signed On: February 8, 2024

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January 23, 2024 5:32 pm EDT

Soteria Battery Innovation Group Access Agreement Uploaded by mike Finocchiaro - mike@evolveglobalmarketing.com IP 74.75.222.59