AUTHORIZED USE LICENSE THIS AGREEMENT is made by and between Arx Pax, LLC, a limited liability company, with offices at 105 Cooper Court, Los Gatos, CA 95032 (LICENSOR), and LICENSEE (identified at the end of this Agreement) (collectively the PARTIES ). WHEREAS, LICENSOR is engaged in the business of designing and developing systems and products in the nature of Magnetic Field Architecture and has, over the years, acquired and developed knowledge, knowhow, and experience regarding the design, development, and use of LICENSOR S proprietary, patented and patent pending technology, products, applications, and any of its related technology, (collectively, the Technology ); and WHEREAS, LICENSEE desires to use the Technology, specifically, but not only, LICENSOR S Hover Engines, which may include, without limitations, proprietary motor and magnet configurations, a shroud, and mounting plate (the Pod Competition Hover Engine ) and/or LICENSOR s Hyperloop Developer Kit, which may include, without limitations, proprietary motor and magnet configurations, a shroud, and mounting plate, servos, and system controllers (the HDK ), in the design and development of a Hyperloop pod for use in the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition at the Space Exploration Technologies Corp. Hyperloop Test Track and for the use of that Hyperloop pod at the Space Exploration Technologies Corp. Hyperloop Test Track for the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition ( Product means LICENSEE s Hyperloop pod that includes the licensed Technology to be used at the Space Exploration Technologies Corp. Hyperloop Test Track for the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition); WHEREAS, LICENSEE desires to conduct further research on the Pod Competition Hover Engine and/or the HDK outside of the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition at the Space Exploration Technologies Corp. Hyperloop Test Track; and, WHEREAS, LICENSOR and LICENSEE believe it is in their mutual interest and desire to enter into an agreement whereby LICENSEE would use the Technology and LICENSOR S Pod Competition Hover Engine and/or HDK in design, development, and use of the Product pursuant to the terms and conditions hereinafter provided. NOW, THEREFORE, in consideration of the premises and the mutual covenants of this Agreement, the PARTIES hereto agree as follows: 1. LICENSE A. LICENSOR hereby grants to LICENSEE, for the Term of this Agreement as defined herein below, a nonexclusive, non-assignable, right and license to use the Technology and LICENSOR S Pod Competition Hover Engine and/or the HDK in the United States of America (the Territory ) to design and develop a Hyperloop pod for use in the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition at the Space Exploration Technologies Corp. Hyperloop Test Track and for the use of that Hyperloop product at the Space Exploration Technologies Corp. Hyperloop Test Track for the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition and for further research on the Hover Engine outside of the 2015 Space AUTHORIZED USE LICENSE Page 1 of 5
Exploration Technologies Corp. Hyperloop Pod Competition at the Space Exploration Technologies Corp. Hyperloop Test Track,. B. No right or license is being conveyed to LICENSEE to export the Technology, LICENSOR S Hover Engine, LICENSOR S HDK, or the Product or to otherwise use the Technology, LICENSOR S Hover Engine, LICENSOR S HDK, or the Product at any location other than the Territory and, while designing and developing the Product, at a single facility of LICENSEE that is within the United States of America. C. No right or license is being conveyed to LICENSEE to use the Technology, LICENSOR S Hover Engine, LICENSOR S HDK, or the Product for any commercial purpose. D. The LICENSEE may not grant sub-licenses to third parties, including affiliates, under the Agreement. E. Any use of the Technology and/or the Pod Competition Hover Engine and/or the HDK, except as permitted by these Agreement, is expressly prohibited 2. TERM This Agreement will be effective as of the earliest date by when Licensee has executed this agreement and will extend through the end of the 2015-2016 Space Exploration Technologies Corp. Hyperloop Pod Competition and until LICENSEE has terminated all future research on the Hover Engine or the HDK outside of the 2015 Space Exploration Technologies Corp. Hyperloop Pod Competition at the Space Exploration Technologies Corp. Hyperloop Test Track, whichever occurs last. 3. Pricing Pricing for this License shall be subject to the terms specified on the Arx Pax website, which can be found by going to arxpax.com and clicking on the Hyperloop ordering tab. 4. RECORD INSPECTION AND AUDIT A. LICENSOR will have the right, on reasonable notice, to inspect LICENSEE s facilities, books and records, and all other documents and material in LICENSEE s possession or control that relate to the subject matter of this Agreement. LICENSOR will have free and full access thereto for such purposes and may make copies thereof. B. All books and records relative to LICENSEE s obligations hereunder will be maintained and made accessible to LICENSOR for inspection at a location in the United States for at least five (5) years after termination of this Agreement. 5. DISCLAIMER OF WARRANTIES THE TECHNOLOGY AND LICENSOR S POD COMPETITION HOVER ENGINE AND HDK ARE PROVIDED BY LICENSOR ON AN AS IS AND ON AN AS AVAILABLE BASIS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LICENSOR MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, REGARDING THE USE OR THE RESULTS OF THE TECHNOLOGY AND LICENSOR S POD COMPETITION HOVER ENGINE AND/OR HDK IN TERMS OF ITS PERFORMANCE, SAFETY, ACCURACY, RELIABILITY, OR OTHERWISE. LICENSOR DISCLAIMS ALL WARRANTIES WITH REGARD TO THE TECHNOLOGY AND LICENSOR S POD COMPETITION HOVER ENGINE AND/OR HDK PROVIDED, INCLUDING THE IMPLIED AUTHORIZED USE LICENSE Page 2 of 5
WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND NON- INFRINGEMENT. 6. LIMITATION OF LIABILITY LICENSOR SHALL NOT BE LIABLE FOR ANY DAMAGES WHATSOEVER, AND IN PARTICULAR LICENSOR SHALL NOT BE LIABLE FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, OR DAMAGES FOR LOST PROFITS, LOSS OF REVENUE, OR LOSS OF USE, ARISING OUT OF OR RELATED TO THE TECHNOLOGY OR LICENSOR S POD COMPETITION HOVER ENGINE OR HDK, WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW, OR OTHERWISE, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 7. IMPROVEMENTS During the term of this Agreement, LICENSEE will advise LICENSOR of any technical improvements and/or inventions relating to the Technology and/or the Product. LICENSEE agrees to assign, and does hereby assign, all such improvements and/or inventions to LICENSOR. All improvements will become, and hereby are, the property of LICENSOR, and LICENSEE agrees to execute any and all documents requested by LICENSOR to perfect LICENSOR s right in same. 8. TERMINATION The following termination rights are in addition to the termination rights which may be provided elsewhere in the Agreement: Right to Terminate on Notice. LICENSOR may terminate this Agreement immediately upon written notice to LICENSEE in the event of a breach of any provision of this Agreement by the other party. 9. POST TERMINATION RIGHTS A. On the expiration or termination of this Agreement, all rights granted to LICENSEE under this Agreement will forthwith terminate and immediately revert to LICENSOR and LICENSEE will discontinue all use of LICENSOR S Pod Competition Hover Engine, HDK, the Technology, improvements, and the like. B. On the termination of this Agreement, LICENSOR may require that the LICENSEE transmit to LICENSOR, at no cost to LICENSOR, LICENSOR S Hover Engine and all material relating to the Technology, provided, however, that LICENSEE will be permitted to retain a full copy of all material subject to the other provisions of this agreement. 10. INDEMNITY A. LICENSEE AGREES TO DEFEND, INDEMNIFY AND HOLD LICENSOR, ITS OFFICERS, DIRECTORS, AGENTS AND EMPLOYEES, HARMLESS AGAINST ALL COSTS, EXPENSES AND LOSSES (INCLUDING REASONABLE ATTORNEYS FEES AND COSTS) INCURRED THROUGH CLAIMS OF THIRD PARTIES AGAINST LICENSOR ARISING OUT THIS AGREEMENT AND/OR CONCERNING LICENSEE S USE OF THE TECHNOLOGY, POD COMPETITION HOVER ENGINE, HDK, AND IMPROVEMENTS, BUT NOT LIMITED TO, ACTIONS FOUNDED ON PRODUCT LIABILITY. AUTHORIZED USE LICENSE Page 3 of 5
11. NOTICE AND PAYMENT A. Any notice required to be given under this Agreement will be in writing and delivered personally to the other designated party at the above stated address or mailed by certified, registered or express mail, return receipt requested or by Federal Express. Notice is deemed received on date sent. B. Either party may change the address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph. 12. JURISDICTION/DISPUTES This Agreement will be governed in accordance with the laws of the State of California. All disputes under this Agreement will be resolved by litigation in the courts of the State of California, specifically the courts of Santa Clara County, California for State laws disputes and Courts of the Northern District of California for Federal Law disputes and the PARTIES all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. 13. AGREEMENT BINDING ON SUCCESSORS The provisions of the Agreement will be binding on and will inure to the benefit of the PARTIES hereto, their heirs, administrators, successors and assigns. 14. ASSIGNABILITY Neither party may assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of the other party which will not be unreasonably withheld. 15. WAIVER No waiver by either party of any default will be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement. 16. SEVERABILITY If any provision of these terms is, for any reason, held invalid and/or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue to be valid and enforceable to the fullest extent permitted by law. The PARTIES agree to replace an invalid and/or unenforceable provision with a valid and/or enforceable provision which most closely approximates the intent and economic effect of the invalid and/or unenforceable provision. 17. INTEGRATION This Agreement constitutes the entire understanding of the PARTIES, and revokes and supersedes all prior agreements between the PARTIES and is intended as a final expression of their Agreement. It will not be modified or amended except in writing signed by the PARTIES hereto and specifically referring to this Agreement. This Agreement will take precedence over any other documents which may conflict with this Agreement. 18. PROPRIETARY NOTICES LICENSEE agrees to retain all patent, copyright, and other proprietary notices contained in the Technology, the Pod Competition Hover Engine, and/or the HDK. LICENSEE agrees that it may not delete or change any AUTHORIZED USE LICENSE Page 4 of 5
patent, copyright, or trademark notices, and cannot alter or modify notices or labels in any manner without the express written permission of LICENSOR. 19. PRESERVATION OF RIGHTS In no event will LICENSEE use the Technology, the Pod Competition Hover Engine, or the HDK in any manner that might harm, diminish, tarnish or dilute the reputation, image or prestige of LICENSOR, the Technology, the Pod Competition Hover Engine, or the HDK. LICENSEE will abide by all applicable laws, regulations and practices related to LICENSEE S use of the Technology, the Pod Competition Hover Engine, and/or the HDK in order to safeguard LICENSOR S rights. LICENSEE shall comply with all governmental and quasi-governmental laws, rules and regulations pertaining to use in connection with the Technology, the Pod Competition Hover Engine, and the HDK. 20. EXPORT COMPLIANCE LICENSEE agrees to comply with all United States export laws and regulations. LICENSEE assumes sole responsibility for any required export approval and/or licenses and all related costs and for the violation of any United States export law or regulation. LICENSEE acknowledges that export of the Technology, the Pod Competition Hover Engine, and/or the HDK, and any related documentation, in whole or part, contrary to United States law is prohibited. LICENSEE agrees that no part of the Technology, the Pod Competition Hover Engine, or the HDK available through LICENSOR in whole or part, is being acquired for shipment, transfer, or re-export, directly or indirectly, to proscribed, embargoed, or prohibited countries or their nationals, denied destinations, or for prohibited activities or for weapons. SIGNATURE: BY SIGNING THIS DOCUMENT, YOU ARE AGREEING TO ALL THE TERMS IN THIS AUTHORIZED USE LICENSE AS WELL AS THE FOLLOWING: YOU ARE AT LEAST 18 YEARS OF AGE; YOU HAVE AUTHORITY TO SIGN THIS LICENSE AND ENTER INTO THIS AGREEMENT ON BEHALF OF A TEAM OR OTHER ORGANIZATION; YOU HAVE READ THIS AGREEMENT; AND YOU UNDERSTAND THIS AGREEMENT. LICENCEE INFORMATION AND SIGNATURE: Print name of person signing this document: Sign: Team name: Team affiliation/name of Organization or Institution Date: AUTHORIZED USE LICENSE Page 5 of 5