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.  


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.  


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.  


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: 

  1. 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; 
  2. 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 
  3. 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: 

  1. is or becomes publicly available without Recipient or its  Representatives violating this Agreement; 
  2. is in the Recipient’s possession prior to disclosure by the  Disclosing Party; 
  3. becomes known to the Recipient through disclosure by sources  other than the Disclosing Party without such sources violating  any confidentiality obligations; or 
  4. 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.  


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

Signature Certificate
Document name: Soteria Battery Innovation Group Access Agreement
lock iconUnique Document ID: ffa5e7ef5e248bfb9f8012b6cc22403e76102775
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January 23, 2024 5:32 pm EDTSoteria Battery Innovation Group Access Agreement Uploaded by mike Finocchiaro - IP