5 Startup adVANce | Cooperation Agreement 1. Subject matter of the Agreement; Relationship to the Startup adVANce T&Cs 1.1 Subject Matter 1.1.1 The subject matter of this Agreement is the Parties’ cooperation within the following Phases of the Startup adVANce Challenge: (a) Phase 2 (Concept Phase), and (b) potentially Phase 3 (Prototype Phase). 1.1.2 Within Phase 2 (Concept Phase), the Startup will, in cooperation with Daimler, refine and complete the draft of the Concept and such other Work Results, each as further specified in clause 4. The details of the Grant awarded by Daimler to the Startup for this Phase 2 (Concept Phase) are also further specified in clause 4. 1.1.3 Within Phase 3 (Prototype Phase), the Startup will, in cooperation with Daimler, develop several Prototypes with increasing maturity levels and such other Work Results, each as further specified in clause 5. The details of the Grant awarded by Daimler to the Startup for this Phase 3 (Prototype Phase) are also further specified in clause 5. 1.1.4 Unless this Agreement explicitly sets forth otherwise, each Phase is a distinct and separate subject matter of this Agreement with specific Work Results (e.g., the Concept and the Prototypes) to be developed in a specific period of time, as further specified in clause 4 for Phase 2 (Concept Phase) and clause 5 for Phase 3 (Prototype Phase). 1.1.5 "Work Result" shall mean any output during Phase 2 (Concept Phase) and Phase 3 (Prototype Phase) such as, but not limited to, items, data, knowledge or information, whether tangible or intangible, whatever its form or nature and whether it can be protected or not, as well as any rights attached to it, including Intellectual Property Rights. The Concept may, depending on the level of cooperation between the Parties and their contribution for its development, either be a Jointly-owned Work Result or the individual Work Result of one Party. The Prototypes are the Jointly-owned Work Results of the Parties. 1.2 Relationship to the Startup adVANce T&Cs The Startup adVANce T&Cs are an integral part of this Agreement. Therefore, the Startup adVANce T&Cs shall also apply to the cooperation of the Parties under this Agreement. In the event of a conflict between the terms of this Agreement and the terms included in the Startup adVANce T&Cs, the terms of this Agreement shall prevail. Terms defined in the Startup adVANce T&Cs shall have the same meaning when used in this Agreement, unless otherwise defined herein or required by the context. 2. Effectiveness of this Agreement 2.1 Phase 2 (Concept Phase) For Phase 2 (Concept Phase), this Agreement enters into effect when signed by both Parties (the "Phase 2 Start Date"). 2.2 Phase 3 (Prototype Phase) For Phase 3 (Prototype Phase), this Agreement enters into effect as of August 25, 2017, provided that it has been signed by both Parties and the following condition precedent (aufschiebende Bedingung) is fulfilled: