6 Startup adVANce | Cooperation Agreement (a) Daimler has provided the Startup with the Phase 3 Selection Notice (as defined in Section 1.5 of the Startup adVANce T&Cs) and (b) the Startup has submitted the signed Phase 3 Prototype Plan (as defined in Section 1.5 of the Startup adVANce T&Cs) by August 24, 2017, 23:59 (CET) at the latest (this date also the "Phase 3 Effective Date"). 3. General Provisions for each Phase 3.1 Introduction The following general provisions apply to the Parties’ cooperation in Phase 2 (Concept Phase) and, if the Startup qualifies for Phase 3 (Prototype Phase) pursuant to the Startup adVANce T&Cs, also Phase 3 (Prototype Phase). 3.2 Execution of each Phase 3.2.1 The Startup will carry out its activities in each Phase under this Agreement in an efficient and financially responsible manner. Therefore, the Startup will implement good policy and sound management and it will use any Grant received in an efficient manner and solely for the purpose for which it was awarded. 3.2.2 Each Party will perform its activities under this Agreement with utmost diligence and pursuant to state of the art standards in science and technology. 3.3 Reporting 3.3.1 The Startup has to continuously document, in comprehensive and adequately detailed manner, its activities within each Phase and each of the Work Results developed. Upon request of Daimler, the Startup has to provide such documentation and to adequately explain it as well as the Work Results. Additionally, the Startup must immediately inform Daimler of any facts and circumstances that could be of importance to Daimler with respect to a Grant and must provide any documents that relate to the facts and circumstances and, if requested by Daimler, must further explain these. 3.3.2 The Startup’s reporting and information duties pursuant to clause 3.6 and clause 5.3 of this Agreement remain unaffected. 3.4 Resources Unless otherwise set forth elsewhere in this Agreement, the Startup will be solely responsible, both legally and commercially, for procuring the required and appropriate material, equipment and human resources for the performance of its activities in each Phase, in particular the development of the Concept in Phase 2 (Concept Phase) and, if applicable, the Prototypes in Phase 3 (Prototype Phase). 3.5 Subcontractors 3.5.1 Each Party is entitled to engage third parties ("Subcontractors") for the performance of its respective obligations under this Agreement. Any engagement of a Subcontractor by the Startup requires the prior written approval by Daimler. Daimler will not unreasonably withhold such approval. 3.5.2 If a Party intends to engage a Subcontractor, this Party is obligated to select the Subcontractor carefully and, subsequently, to supervise the Subcontractor as far as necessary for the execution of this Agreement. In any case, engaging a Subcontractor does not affect the legal responsibilities of this Party against the other Party in respect of the performance of
Cooperation Agreement | Startup adVANce Challenge Page 5 Page 7