15 Startup adVANce | Cooperation Agreement respect to the execution of Phase 3 (Prototype Phase), specifically regarding the activities of the Startup and the joint development of the several Prototypes. 5.1.2 The Prototypes and other Work Results (if any) to be (jointly) developed during Phase 3 (Prototype Phase) are described in the Phase 3 Prototype Plan. The Phase 3 Prototype Plan includes the Work Packages and corresponding Milestones (each as defined in Section 1.5 of the Startup adVANce T&Cs). 5.1.3 The Startup shall, in cooperation with Daimler pursuant to clauses 5.1.4 and 5.1.5, build the Prototypes according to the Concept and the Phase 3 Prototype Plan. The Startup shall build several Prototypes with increasing maturity levels with the final Prototype being suited for use in a field test run. Therefore, the Parties will jointly test the different Prototypes to ensure an interactive development approach and learning effect. 5.1.4 The technical information and expertise that Daimler, in each case in its sole discretion, may provide to the Startup in this Phase 3 (Prototype Phase) are also described in the Phase 3 Prototype Plan. For the avoidance of doubt, this part of the Phase 3 Prototype Plan is not binding for Daimler and the Startup must use best efforts to perform its obligations hereunder and to develop the Prototypes and the other Work Results (if any) pursuant to this Agreement even if Daimler does not provide the technical information and/or expertise suggested by the Startup in the Phase 3 Prototype Plan. 5.1.5 In its sole discretion, Daimler may also provide technical support, material and workspace to the Startup. In this case, the following shall apply: (a) Any material which Daimler provides to the Startup must be used by the Startup exclusively for the execution of its activities in Phase 3 (Prototype Phase); the material remains in the ownership of Daimler unless ownership transfers by statutory law due to combination, mixture or manufacture. If this Agreement ends for whatever reasons, the Startup must, upon request, return such material to Daimler that is still owned by Daimler and that has not been consumed in the ordinary course of the execution of Phase 3 (Prototype Phase). (b) Any workspace (including IT systems) which Daimler provides to the Startup must be used by the Startup exclusively for the execution of its activities in Phase 3 (Prototype Phase). When accessing Daimler premises and/or IT systems, the Startup and its personnel must at any time fully comply with the terms of use generally applicable to external users, in particular the relevant security requirements. 5.2 Grant 5.2.1 If selected for Phase 3 (Prototype Phase) and subject to clause 3.6 of this Agreement, the Startup will be awarded a Grant of EUR 80,000.00 (in words: Euro eighty thousand) 5.2.2 Daimler may award the Startup an Optional Grant (as defined in item 3. of Section 2.6 of the Startup adVANce T&Cs) pursuant to item 3. of Section 2.6 of the Startup adVANce T&Cs. Any award of an Optional Grant by Daimler will be based on Daimler’s consideration of the added value that the Work Packages contribute to Daimler’s strategic needs, provided that the decision on how to allocate the Optional Grant to the Startup and the other startups selected for Phase 3 (Prototype Phase) will be in Daimler’s sole discretion. 5.2.3 Daimler will pay twenty (20) percent of the Grant for Phase 3 (Prototype Phase) (including the Optional Grant, if any) within thirty (30) days after the Startup has returned the signed copy of the Phase 3 Prototype Plan. The remaining eighty (80) percent shall be paid as linked to the Milestones in the Phase 3 Prototype Plan and following completion and joint validation of the Milestones.
Cooperation Agreement | Startup adVANce Challenge Page 14 Page 16