Accelerate Program

This ACCELERATE LICENSE AGREEMENT (this “Agreement”) is made by and between the entity listed on an order form (each an “Order Form”) making reference to this Agreement (“Host” or “Licensor”) and HotSpot Charging, LLC, a Delaware limited liability company with a business address at 2200 Abbott Drive, Carter Lake, IA 51510 (“ HotSpot” or “Licensee”). Host and Licensee may be referred to herein individually as a “Party,” and together as the “Parties”.

RECITALS

WHEREAS, Host is the fee simple owner or lessee of one or more real property sites described on each Order Form hereunder (collectively, the “Host Property”);

WHEREAS, Licensee provides a variety of vehicle charging and support services to owners of electric plug-in vehicles (each an “EV”);

WHEREAS, Host believes that the Host Property will benefit from the presence of certain proprietary EV charging stations provided by Licensee (each, a “Boost Charger”), by attracting high-value customers, differentiating its location and promoting sustainable and environmentally-sound transportation; and

WHEREAS, Host desires to participate in Licensee’s charging-as-as-service program, whereby Licensee (a) pays the site host (in this case, Host) for a license to access and use a portion of the Host Property on which Licensee will install the Boost Charger and certain ancillary items (as further described below), and (b) retains (i) ownership of the Boost Charger, (ii) any and all relevant charging revenue, and (iii) any and all other benefits derived from the presence of the Boost Charger at the site to install Charging Stations (as defined below) on the Host Property.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained herein, and in consideration of other valuable consideration, the receipt and adequacy of which is hereby acknowledged, the Parties agree as follows:

1.1 Grant of License. For the Term of this Agreement, Host hereby grants to Licensee (a) an irrevocable (but subject to termination under Section 2.3) and exclusive license running with the Host Property (the “License”) to use a portion of the Host Property as more particularly described on each Order Form (the “Premises”) and (b) any necessary easements for access and utilities, each consistent with the Purpose (as defined below).

1.2 Access. Access to the Host Property and the Premises is set forth on an applicable Order Form. Licensee and its agents, employees, contractors, vendors, customers, guests, invitees, lenders and finance parties shall have access to the Premises twenty-four (24) hours per day, seven (7) days per week and on every day of the year, in order to operate the Charging Stations including, without limitation, maintaining, inspecting, repairing, upgrading, or replacing any portion of the Charging Stations. Notwithstanding the foregoing, Licensee acknowledges that Host may need to close the Premises for maintenance, safety or other unforeseen reasons, in which case Host shall notify Licensee at least forty-eight (48) hours in advance of such a closure.

1.3 Use of Premises. The Premises may be used by Licensee for any lawful activity in connection with the construction, installation, maintenance and operation of the Boost Charger and ancillary items, including, without limitation, electrical equipment (including utility upgrade hardware, metering equipment, conduit, transfer switches, modifications to on-site electrical panels), hardware, software, signage and all supporting equipment and structures (collectively, the “Charging Stations”, together with any other uses permitted herein, on the terms and conditions set forth in this Agreement (the “Purpose”). The Premises may be accessed and used by Licensee and its agents, employees, contractors, vendors, customers, guests, invitees, lenders and finance parties.

1.4 Exclusivity. Host hereby grants Licensee an exclusive right to construct, install, maintain and operate the Charging Stations and related services at the Host Property during the Term (as defined below) of this Agreement.

1.5 Quiet Enjoyment. Licensee shall have quiet enjoyment of the Premises during the Term of this Agreement, provided, however, that Licensee acknowledges and agrees that others may have access to the Premises.

2.1 Term.

(a) Reservation Period. This Agreement shall be effective on the Effective Date. Within one hundred and fifty (150) days of the Effective Date (the “Reservation Period”), Licensee will either provide notice to Host of intent to proceed (an “NTP”) with Boost Charger deployment as set forth herein or a cancellation notice. Licensee may update the description of the Premises in the NTP and Host must consent to any such updated description of the Premises, with such consent not to be unreasonably withheld, conditioned or delayed. If Licensee provides a cancellation notice to Host or fails to provide an NTP, this Agreement shall be null and void ab initio and neither party shall be liable to the other for any damages, break-up fees, termination fees or amounts of any kind, in respect of such cancellation. The Reservation Period shall be extended by any circumstances that are outside the reasonable control of Licensee and which cause delays in the permitting construction, deployment and/or commissioning of Charging Stations or any other activity related thereto or necessary therefor, including delays caused by any applicable governmental authority, permit office, utility or otherwise.

(b) Initial Term. Within one hundred twenty (120) days (or such other period as agreed upon by the parties) after the delivery of an NTP to Host, subject to Section 3.3, Licensee may enter upon the Premises to install the Charging Stations. The initial term of the License shall commence upon the date on which the Charging Stations are first made available for use by consumers at the Premises and live within the relevant charging network (the “Commission Date”) and, subject to Section 2.3, will continue for a period of ten (10) years thereafter (the “Initial Term”). Licensee shall provide to Host notice of the Commission Date within a reasonable period following the occurrence of such date.

(c) Extension. Initial Term will automatically be extended by to two (2) additional periods of five (5) years each (each, an “Extension”) unless Licensee provides notice to Host between one hundred and eighty (180) days and thirty (30) days prior to the expiration of the Initial Term or then-current Extension (as applicable). (For purposes hereof, (i) the Initial Term, together with any Extension(s) hereunder, shall be referred to as the “Term”, and (ii) starting on the Commission Date, each twelve (12)-month period of the Term shall be referred to as a “Contract Year”.)

(d) Multiple Orders. Each Order Form hereunder shall be treated as a separate agreement by and between Host and Licensee.

(e) Exclusivity. Commencing on the Effective Date and through the duration of the Term, Licensee shall have exclusive rights to utilize the Premises. During the Term, Host will not market the Host Property for installation of electric vehicle charging stations (“EVSE”), nor actually install any EVSE except pursuant to this Agreement without the prior consent of Licensee, which may be withheld in its sole discretion.

2.2 Financial Terms.

(a) License Fee. In full consideration of Licensee’s rights and Host’s obligations hereunder, Licensee shall pay Host a fee as set forth on each such Order Form hereunder (the “License Fee”). The License Fee is calculated based on the portion of the Host Premises set forth on the Order Form. The License Fee is subject to modification as set forth in Section 3.1(a). Licensee shall pay Host the Minimum Monthly Fee on a monthly basis, in arrears for the previous month. Licensee shall pay Host any Revenue Share Fee above the Minimum Monthly Fee on a quarterly basis for Revenue Share Fees accrued in the previous quarter. Calculation of Revenue Share Fees will be in Licensee sole discretion, provided that Licensee will provide reasonably requested information pertaining to the calculation of such License Fee. The License Fee shall be suspended and shall not accrue, and Licensee shall not be obligated to pay such License Fee to Host, during any period where a relevant site is inaccessible for any reason not solely attributable to the fault of Licensee, including any Force Majeure hereunder and during any period as described in Section 6.3(c) hereof.

(b) Buy-Out. At all times hereunder, the Charging Stations shall remain the sole and exclusive property of Licensee. Notwithstanding the foregoing, (i) on the fifth (5^th) anniversary of the Commission Date and (ii) at the end of the Initial Term, Host will have the right to purchase the deployed Charging Stations from Licensee for a buy out fee (the “Buy Out Fee”). The Buy Out Fee will be calculated by Licensee upon request of Host, with the Buy Out Fee to be determined by Licensee in its sole discretion. Notwithstanding the foregoing, calculation of the Buy Out Fee may take the following factors into account: the value of the Boost Chargers as of the proposed transaction date, considering wear and tear and depreciation; any penalties, costs, recaptures or claw-backs applicable to any Incentives (as defined below) based on the timing of the execution date of the buy-out; the net present value of the revenue anticipated to be attributed to the affected Boost Chargers in the remainder of the Term; and Licensee’s expenses incurred arising from or related to removal and relocation of affected Boost Chargers. Host’s purchase of the Boost Chargers hereunder will be made pursuant to Licensee’s standard form of sale of equipment agreement, provided that Licensee’s standard limited warranty applicable to its Boost Chargers will commence to run as of the later of the Commission Date and Later Installation Date and not from the date of purchase. If more than one (1) Boost Charger is deployed at the Host Property, Host’s right to purchase will apply all of the Boost Chargers at such site and not to a portion of such Boost Chargers.

(c) Charging Revenue. Licensee will set the price to be charged to consumers for the use of the Charging Stations and shall retain One Hundred Percent (100%) of the revenue derived from such use, except pursuant to the Revenue Share Fee.

(d) Incentives. Licensee shall retain all rights, obligations, liabilities, and revenues associated with any Incentives associated with Charging Stations. Incentives means any revenues associated with any Environmental Attributes, tax credits (whether investment tax credit, production tax credit or otherwise), incentives or grants (including arising under the National Electric Vehicle Infrastructure Program, or as may be issued by any private or governmental entity or otherwise). “Environmental Attributes” are any emissions, air quality, compliance, or other environmental attribute, aspect, characteristic, claim, credit, benefit, reduction, offset or allowance, howsoever entitled or designated, resulting from, attributable to or associated with the Charging Stations’ benefits to the environment, production of electrical energy and displacement of conventional energy generation or low carbon fuel supply that are capable of being measured, verified or calculated and the reporting rights related to any such attributes, aspects, characteristics, claims, credits, benefits, reductions, offsets or allowances, including the right to report the ownership thereof in compliance with federal or state law, if applicable, or otherwise to a federal or state agency or any other person, including under any present or future federal, state or local law, regulation or bill or any international or foreign emissions trading program. Environmental Attributes include but are not limited to all Low Carbon Fuel Standard Credits, Renewable Energy Credits, emissions rate credits, carbon credits, portfolio credits, emissions allowances, green tags, tradable renewable credits, Green-e® products credits, environmental air quality credits and emissions reduction credits, offsets and allowances, howsoever entitled, associated with the carbon intensity of electricity used as a transportation fuel or the avoidance of the emission of any gas, chemical or other substance attributable to the generation of the energy by a renewable energy facility.

(e) Other Revenue. Except as expressly provided herein, as between the Parties, Host shall retain One Hundred Percent (100%) of all in-store and other revenue generated at the Host Property.

2.3 Termination.

(a) For Cause by Host. Host may terminate this Agreement on one thirty (30) days’ notice to Licensee if any License Fee hereunder is more than sixty (60) days late and Licensee does not remit such payment, or provide reasonable assurance of the upcoming remission of such payment, to Host within such thirty (30) day notice period.

(b) For Convenience by Licensee. Licensee may elect to terminate this Agreement at any time by providing at least thirty (30) days prior written notice to Host without penalty or liability of any kind.

(c) For Cause by Licensee. Licensee may terminate this Agreement on thirty (30) days’ notice to Host if any Host breaches any material provision hereof and does not cure such breach within such thirty (30) day period. Material provisions include, without limitation: 3.3(e) (Liens), 3.3(g) (SNDA) ,3.5 (Host Obligations), 3.8 (Relocation of Premises), 3.9 (Change in Nature of Host Property) and 8.5 (Assignment).

(d) Restoration of Premises upon Termination. Promptly following the expiration or termination of this Agreement, Licensee shall remove the Charging Stations from the Premises and restore the affected area to its former condition, excluding ordinary wear and tear. Licensee shall only be required to cap off, not remove, any underground electrical wiring, in accordance with standard electrical practice.

(e) No Further Obligations. Upon the expiration or termination of this Agreement, both Parties will be relieved of any further obligations under Agreement, except for those that by their nature survive an expiration or termination.

(f) Termination Fee. If this Agreement is terminated pursuant to the foregoing Section 2.3(c) Host shall be liable to Licensee, and shall pay to Licensee within thirty (30) days of receipt of invoice therefor, a Buy Out Fee. The Buy Out Fee shall be calculated by Licensee in its sole discretion at or around the time of such termination; provided that unlike a Buy Out pursuant to Section 2.2, Licensee shall retain ownership of the applicable Boost Chargers when Host is charged a Buy Out Fee in connection with termination as set forth herein.

3.1 General.

(a) Charging Stations. The number of Charging Stations (including the Boost Charger) and their approximate locations are set forth on each applicable Order Form. The Parties may revise the number of Charging Stations (including the Boost Charger) and/or their approximate locations by executing an Amendment of Master License Agreement (the “Amendment”) and the executed version of the Amendment shall be incorporated herein. The amount of the License Fee shall automatically adjust, if necessary, to reflect the number of parking spaces located on the Host Property and allocated to the Charging Stations pursuant to any such Amendment. Notwithstanding anything herein to the contrary, additional Order Forms for the same Host Property shall not be deemed an Amendment hereto, but shall be treated as separate Agreements as set forth in Section 2(d) hereof.

(b) Modifications. The description of the Premises on each Order Form is intended to provide only a general description of the Charging Stations for informational purposes. Licensee may, in its sole and absolute discretion, at any time and for any reason during the License Term (without the need to obtain Host’s consent or approval) modify, including, without limitation, upgrade or replace any portion of the Charging Stations (the date on which any new Charging Station is installed as the “Later Installation Date”), and Licensee shall not be required to pay any charges or fees on account of any such increase or modification.

(c) Ancillary Facilities. Licensee may, with Host’s prior approval not to be unreasonably withheld, conditioned or delayed, include at the Premises other additional services, equipment or facilities that Licensee may elect to offer its customers from time to time during the Term; the foregoing may include, without limitation, canopies, bollards, lighting, conduit and associated electrical equipment.

3.2 Signage. Licensee may paint, place, erect, or project signs, marks, or advertising devices in, on, or about the Premises or with Host’s prior written consent (email being sufficient), elsewhere on the Host Property (which consent shall not be unreasonably delayed or withheld). Licensee shall, at its own cost and expense, obtain any and all permits necessary for the installation of its signs, and Licensee shall be solely responsible for all costs and expenses associated with such permitting, the erection of such sign(s), and the maintenance and operation thereof. Further, Licensee and Host also agree to place signage on or around the Charging Stations, designating the area as “Electric Vehicle Charging Only” (or something similar) and Host will take reasonable measures to prevent non-EV vehicles from parking in the Premises. Host agrees that it shall not place any signs, marks or advertising devices on any portion of the Premises without Licensee’s prior written consent (which may be granted or denied in Licensee’s discretion).

3.3 Installation.

(a) General. Licensee is solely responsible for the construction and installation of the Charging Stations, and has sole control over design, construction and installation, including, without limitation, scheduling, means, methods, techniques, sequences, and procedures, including the coordination of all work.

(b) Construction. Before beginning, or substantially simultaneous to the commencement of, activities to install the Charging Stations, Licensee shall give a copy of the tentative construction schedule and installation plans to Host for informational purposes. Licensee shall not begin work until Licensee has obtained all applicable governmental authorizations (“Governmental Authorizations”). Once approved, and on the Parties’ respective demonstration that all insurance coverages required by this Agreement are in place, Licensee will oversee and manage the installation of the Charging Stations, including, without limitation, the hiring and coordination of all vendors and contractors; the installation of electrical equipment, utility lines, hardware, and software; site preparation, trenching, repaving, and landscaping; and installation of all Licensee-branded signage.

(c) Governmental Authorizations. Licensee will, at its sole cost and expense, obtain from applicable governmental authorities all Governmental Authorizations required to install the Charging Stations including, without limitation, all permitting, design and planning, project management and site prep/construction, and Host will provide all assistance requested by Licensee in connection therewith.

(d) Right to Construct. Host grants to Licensee and its employees and vendors the non exclusive right to use and occupy the Premises and Host’s adjacent property for the construction and installation of the Charging Stations. Licensee may only bring onto such property materials and equipment that will be used directly in the construction and installation of the Charging Stations. Licensee shall ensure that, subject to reasonable and unavoidable interruptions, all work is performed in a manner that affords continuous, reasonable access to the Host Property.

(e) Liens. Licensee will not permit or suffer any mechanic’s or materialmen’s liens to attach to the Host Property as a result of the installation of the Charging Stations. If as a result of Licensee’s activities, a lien attaches to the Host Property, Licensee shall remove or bond over such lien at Licensee’s sole cost and expense, within twenty (20) days of Licensee receiving written notice thereof from Host. Additionally, Host will not permit or suffer any liens to attach to any Charging Station or any other property of Licensee (the foregoing as “Licensee Property”) for any reason. If any lien attaches to Licensee Property, Host shall remove or bond over such lien at Host’s sole cost and expense within twenty (20) days of Host receiving written notice thereof from Licensee.

(f) No Fixtures. In no event shall the Charging Stations or any of Licensee’s property be deemed a fixture, nor shall Host, nor anyone claiming by, through or under Host (including, without limitation, any present or future mortgagee of the Host Property) have any rights in or to Licensee’s property at any time. Host shall have no interest in the Charging Stations or other equipment or personal property of Licensee installed or located on the Host Property, and Licensee may remove all or any portion of the Licensee Property or any other equipment or personal property of Licensee at any time. Without limiting the generality of the foregoing, Host hereby waives any statutory or common law lien right that it might otherwise have in or to the Charging Stations and other equipment or personal property of Licensee. If Host is the fee owner of the Premises, Host consents to the filing of a disclaimer of the Charging Stations as a fixture of the Premises in the office where real estate records are customarily filed in the jurisdiction where the Premises are located. If Host is not the fee owner, Host shall obtain such consent from such owner. For the avoidance of doubt, in either circumstance Licensee has the right to file such disclaimer.

(g) SNDA. Prior to the commencement of installation, Host shall deliver to Licensee a subordination and non-disturbance agreement in a form mutually acceptable to Licensee and the provider of the subordination and non-disturbance agreement from the owner of the Premises (if the Premises are leased by Host), any mortgagee with a Lien on the Premises, and other persons holding a similar interest in the Premises.

(For purposes hereof, “Lien” means any mortgage, pledge, lien, charge, security interest, encumbrance or other claim of any nature, except such encumbrances as may be required to allow Licensee access to the Premises.)

3.4 Operation and Maintenance.

(a) General. Except as otherwise provided in this Agreement and except for any repairs or maintenance resulting from Host’s negligence, willful conduct or breach of this Agreement, Licensee will, at its sole cost and expense, maintain and operate the Charging Stations, including making all necessary repairs, arrange for appropriate remote monitoring, and obtaining and installing appropriate software and hardware upgrades. Licensee shall not be responsible for any loss, damage, cost or expense arising out of or resulting from improper environmental controls or improper operation or maintenance of the Charging Station by anyone other than Licensee or Licensee’s contractors. Licensee shall not be required to make any repairs to the Premises except for damage caused by Licensee. Additionally, Licensee may perform security assessments and install reasonable security features on the Premises, including, without limitation, lighting and cameras.

3.5 Host Obligations. Host shall, at its sole cost and expense, take all actions necessary to maintain the Premises in a clean, safe, and orderly condition, to at least the same standard as it customarily maintains the common areas at the Host Property, including, without limitation, parking lot sweeping, parking lot snow removal, parking lot repaving and restriping, and maintenance and repair of curbs, gutters and landscaping features within the Premises. In addition, Host shall take reasonable precautions to protect the Charging Stations, including, without limitation, from theft, graffiti and other vandalism; provided, however, that Host shall be under no obligation to maintain the Charging Stations, signage or any other equipment installed by Licensee within the Premises. Notwithstanding anything herein to the contrary, Host shall be responsible for any damage to the Charging Stations attributable to Host’s fault. Any such damage may be repaired by Licensee at Host’s cost, which shall include, without limitation, costs for diagnosing and correcting the problem at Licensee or Licensee’s contractors’ then current standard rates. Licensee may, in its discretion, (a) deliver an invoice to Host for the total amount of the cost incurred by Licensee to repair such damage, which shall be paid by Host no later than sixty (60) days after delivery thereof in accordance with this Agreement, or (b) subtract the cost incurred by Licensee to repair such damage from the License Fee owed to Host on the tenth (10th) day of each month, which cost may be subtracted from any subsequent License Fee payment(s). Further, Licensee may withhold costs of repair to Charging Stations attributable to causes other than Host’s fault or Licensee’s fault pursuant to the foregoing clause (b); provided that Licensee will not invoice Host for such amounts, instead only offsetting them from License Fees. Licensee will not invoice Host for damage to Boost Chargers where such damage is covered by Licensee’s standard limited warranty. To the extent Host has actual knowledge of damage to Boost Chargers, Host shall promptly notify Licensee and, as appropriate, emergency response personnel regarding any malfunction of the Charging Stations. Host shall not store any items in the Premises and it shall not allow its employees, agents, representatives, invitees or visitors to park in the Premises, unless said employees, agents, representatives, invitees or visitors are utilizing the Charging Stations at the Premises.

3.6 Utilities.

(a) Utility Costs. Licensee shall be responsible for all electricity costs of the Charging Stations. Licensee shall, at its sole expense, either (i) ensure that the Charging Stations contains separately-metered electricity with Licensee as the customer of record for such meter, or (ii) if Host does not allow for such separate metering, measure in kWh the electricity used by the Charging Stations, in which case Licensee will pay Host on a quarterly basis for the electricity used by the Charging Stations at the applicable per kWh rate, or as otherwise mutually agreed by the Parties.

(b) Host Cooperation. Host shall cooperate with Licensee to obtain electricity and any other utilities necessary to operate the Charging Stations, including by granting appropriate easements to local utility providers; provided, however, that Host is not required to pay money to satisfy the requirements of the utility or Licensee associated with the provision of such utilities.

3.7 Additional Services.

(a) Training. To better facilitate the use of the Premises by the target customers, Licensee will provide initial training to Host and its designated employees on the basic operation and maintenance of the Charging Stations at no cost to Host upon Host’s request. As appropriate thereafter, Host may periodically train and retrain its employees on the use and maintenance of the Charging Stations, so that Host employees who might provide any such support services have the requisite training to assist and answer questions from customers.

(b) Access to AMP Platform; Data Sharing; Reporting. During the Term Licensee will provide Host with access to Licensee’s AMP platform (for the AMP Essentials tier, unless otherwise agreed to by Licensee in its sole discretion) to upload and manage screen content and to receive information relating to use of the Charging Stations. As part of such access right, Licensee will provide monthly reports relating to use of the Charging Stations (including time of day, session duration, total input power, total and output power). Separately Licensee will provide Host with certain data related to the performance of Boost Chargers and other agreed upon data fields (the foregoing as “Data Sharing”). The information made available by means of the AMP platform, in the monthly reports provided by Licensee hereunder, and/or provided as a part of Data Sharing (the foregoing together as “Shared Data”), shall constitute the Confidential Information of Licensee, and may be used by Host solely for internal business purposes. AMP is subject to additional licensing provisions which Host must agree to in order to access AMP. Licensee retains all Intellectual Property rights in Shared Data.

(c) Branding. The exterior of the Boost Charger(s) will be co-branded with the approved Marks of Host and Licensee as set forth on applicable Order Forms. If not expressly set forth on applicable Order Forms, the exterior of the Boost Charger(s) will receive “decal” style branding. Use of Marks pursuant to this Section is subject to all applicable provisions hereof, including Section 4.4 hereof.

(d) Taxes. Licensee is solely responsible for personal property taxes imposed on the Charging Stations, and any other equipment installed by it, located in the Premises. All other real or personal property taxes related to the Premises, including any increase in real estate taxes on the real property on which the Premises is located which arise from Licensee’s improvements and/or Licensee’s use of the` Premises, are the sole obligation of Host. Each Party is responsible for its own income, franchise and similar taxes.

3.8 Relocation of Premises. During the Term, Host may not relocate the Premises without Licensee’s prior written consent, which may be withheld in Licensee’s sole discretion. At any time thereafter, upon the reasonable request of Host in connection with a legitimate business purpose, the Parties may agree to relocate the Premises to a mutually agreeable location (a) that includes at least the same number of parking spots, and (b) with accessibility (by Licensee and it’s invitees and customers) and visibility that is similar to the original Premises. Host shall pay all of Licensee’s costs and expenses incurred as a result of such relocation, including, without limitation, loss of revenue at the Premises during any period of time when the Charging Stations are not accessible by Licensee’s customers; the cost of moving the Charging Stations (including replacing any portion of the Charging Stations that cannot be moved without resulting in damage to such portion); the costs of any required revisions or modifications to any Governmental Authorizations, if any; utility relocation or reconnection costs; installation costs, including, without limitation, costs of vendors and contractors, the installation of electrical equipment, utility lines, hardware, and software, site preparation, trenching, repaving, and landscaping; the cost of relocating and installing Licensee’s signage; and restoration costs related to the restoration of the original Premises; and any penalties, costs, recaptures or claw-backs applicable to any Incentives (as defined below) based on the timing of the execution date of the applicable relocation.

3.9 Change in Use of Host Property. During the Term, Host may not materially alter the use of the Host Property without Licensee’s Prior written consent, which may be withheld in Licensee’s sole discretion. Any material alteration in use of the Host Property is any change or modification to the Host Property that may materially affect accessibility to the public or expected traffic flows through the Host Property.

4.1 Intellectual Property. As used in this Agreement, “Intellectual Property” means all trademarks and service marks, names, logos and designs (collectively, “Marks”), copyrights, patents, domain names, generic Top-Level Domain names, all registrations for Marks, copyrights, patents, domain names, generic Top-Level Domain names, trade secrets, know-how, and all unique concepts, information, data and knowledge that is eligible for legal protection under applicable laws as intellectual property, whether protected through confidentiality, registration or pending registration, regardless of form, whether disclosed in writing, electronically, orally or through visual means, whether learned or obtained orally, through observation, through the discharge of responsibilities under this Agreement, or through analysis of that information, data or knowledge.

(a) Host Intellectual Property. The Parties agree that, as between them, Host has and retains ownership of all of Host’s Intellectual Property, and except as set forth in Sections 4.3 and 4.4, Licensee has no right, and shall not obtain any right, in any Host Intellectual Property.

(b) Licensee Intellectual Property. The Parties agree that, as between them, Licensee has and retains ownership of all of Licensee’s Intellectual Property, and Host has no right, and shall not obtain any right, in any Licensee Intellectual Property.

4.2 Ownership of Drawings and Other Documents. All documents and records prepared by or under the direction of Licensee pursuant to this Agreement, including, without limitation, drawings, specifications, and other documents, including those in electronic format, are solely and exclusively Licensee Intellectual Property, and Licensee retains all common law, statutory and other reserved rights, including the copyright. Licensee shall provide final as-built drawings to Host on request.

4.3 Marketing. Licensee may market the deployed Boost Charger via its marketing channels and programs, including by (a) identifying the availability of Charging Stations at the Host Property on www.plugshare.com as well as on other websites and resources that provide consumers with information to locate charging stations (e.g., nrel.gov, Google Maps, Apple Maps), (b) identifying the availability of the Charging Stations at the Host Property on Licensee’s website and in its marketing materials, (c) performing outreach and engagement with EV user groups and local press, and (d) reasonably engaging with driver feedback posted on various social media platforms. The foregoing activities will not require Host’s approval or consent. In addition, the Parties shall coordinate and cooperate with each other when making public announcements regarding this Agreement, the Charging Stations and their use, and each Party may promptly review, comment upon and approve any publicity materials, press releases or other public statements before they are made. Licensee shall have the right to use Host’s approved Marks in connection with marketing conducted pursuant to this Section 4.3.

4.4 Restrictions. Except as expressly provided in this Section 4, neither Party may (a) make any press release, or (b) use any of the other Party’s Marks in any promotional or advertising material without the prior written consent of the other Party. Without limiting the foregoing, Host shall strictly comply with all brand guidelines provided by Licensee to Host in connection with Host’s use of the Licensee’s Marks. All goodwill arising out of the use by a Party of the other Party’s Marks pursuant to this Section 4 will inure to the sole benefit of the other Party.

5.1 Mutual Representations and Warranties. Each of Host and Licensee hereby represents and warrants to the other as of the Effective Date that: (a) it has all necessary power and authority to execute, deliver, and perform its obligations hereunder; (b) the execution, delivery, and performance of this Agreement have been duly authorized by all necessary action and do not violate any of the terms or conditions of its governing documents, any contract to which it is a party, or any law, rule, regulation, order, judgment, or other legal or regulatory determination applicable to it; (c) there is no pending or, to its knowledge, threatened litigation or administrative proceeding that may materially adversely affect its ability to perform this Agreement; (d) it is duly organized and validly existing under the laws of the jurisdiction of its organization or incorporation and, if relevant under such laws, in good standing; (e) this Agreement constitutes a legal, valid and binding obligation of such Party, except as the enforceability of this Agreement may be limited by the effect of any applicable bankruptcy, insolvency, reorganization, moratorium or similar laws affecting creditors’ rights generally and by general principles of equity; and (f) at all times during the Term, it will comply with all federal, state, and local laws, rules, regulations (including, without limitation, all zoning ordinances and building codes) in performing its obligations under this Agreement.

5.2 Host Representations and Warranties.

(a) Consents/Approvals. Host further represents, warrants and covenants that it has obtained or it shall obtain any and all consents or approvals required in order for Host to grant the License and other rights and perform its obligations under this Agreement, and for Licensee to take the actions with respect to the Premises contemplated in this Agreement, from any third parties (i) with an interest in the Host Property (including, without limitation, any owner, lender, lessee, ground lessor, party with a right of first refusal (or right of first offer) or any party to any reciprocal easement agreement) or (ii) whose consent is otherwise required under conditions, covenants and restrictions documents, declarations or similar agreements affecting the Host Property. When consent of a third party is required, upon the reasonable request of Host, Licensee shall provide reasonable assistance to Host to educate the applicable third parties of the terms, conditions, and benefits of the activities proposed to be taken pursuant to this Agreement.

(b) Other Agreements. Neither the execution and delivery of this Agreement by Host nor the performance by Licensee of any of its obligations under this Agreement conflicts with or will result in a breach or default under any agreement or obligation to which Host is a party or by which Host or the Premises is bound.

(c) Title. Host further represents and warrants that (i) there are no liens, judgments, encumbrances or other impediments of title on the Host Property, that would adversely affect the use or occupancy of the Premises by Licensee pursuant to this Agreement, and during the Term of this Agreement covenants to maintain the Host Property free of any such liens, judgments, encumbrances or other impediments and (ii) the Host Property is subject to no conditions, restrictions or covenants incompatible with the transactions contemplated hereby.

(d) Hazardous Substances. Host further represents and warrants that the Host Property is and has at all times been in compliance with all applicable laws relating to the Host Property, including, without limitation, laws relating to Hazardous Substances and to the knowledge of Host, no fact or circumstance exists that reasonably could be expected to involve the Host Property in any environmental litigation, proceeding, investigation or claim or impose any environmental liability upon Host. “Hazardous Substances” has the meaning set forth in Section 7.3(c).

(e) Accuracy of Information. All information provided by Host to Licensee, as it pertains to the physical configuration of the Premises, Licensee’s planned use of the Premises, and Licensee’s estimated electricity requirements, is accurate in all material respects.

5.3 Disclaimer. EXCEPT AS EXPRESSLY SET FORTH HEREIN, LICENSEE DOES NOT MAKE ANY WARRANTIES OF ANY KIND AND LICENSEE AFFIRMATIVELY DISCLAIMS ALL WARRANTIES NOT EXPRESSLY SET FORTH HEREIN, WHETHER ORAL OR WRITTEN, EXPRESS OR IMPLIED, ARISING UNDER STATUTE, COURSE OF DEALING, CUSTOM, TRADE USAGE OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

6.1 Licensee Insurance. During the License Term, Licensee, through itself or its contractors and/or vendors, shall maintain (or shall require its contractors and/or vendors to maintain): (a)comprehensive general liability insurance with coverage of at least one million dollars ($1,000,000); (b) environmental insurance covering the Host Property, including historical pollution cover and operational pollution cover, with coverage of at least one million dollars ($1,000,000); and (c) professional errors and omissions insurance for losses resulting from errors or omissions in connection with Host’s operations, including cyber-liability coverage, with coverage of at least one million dollars ($1,000,000). Host will name Licensee as an additional insured on the policies set forth herein. Host will provide Licensee with Certificates of Insurance or self-insurance evidencing the above coverage upon request and shall provide Licensee with prompt written notice of any material change thereto. . Host will name each of the Licensee Parties (as defined below) as additional insureds under the applicable policies and will provide Licensee with prior notice of any material change to any such policy.

6.2 Policy Requirements. The insurance policies required under Sections 6.1 shall:

(a) Issuers. be issued by insurance companies licensed to do business in the state in which the Host Property is located, with a general policyholder’s ratings of at least “A-” and a financial rating of at least “Class VIII,” in the most current Best’s Insurance Reports available on the Commission Date; if the Best’s ratings are changed or discontinued, the Parties shall agree to a comparable method of rating insurance companies;

(b) Waiver of Subrogation. contain provisions whereby each Party’s insurers waive all rights of subrogation against the other Party on each of the coverages required herein.

6.3 Casualty and Condemnation.

(a) Damage. If any portion of the Premises, the Charging Stations or the Host Property is damaged by fire or other casualty (each a “Casualty”), then Licensee may, within thirty (30) days of the date of such fire or other casualty elect to terminate this Agreement on written notice to Host. If Licensee elects to repair its property, it shall restore, rebuild, or replace those portions of the Charging Stations in the Premises and any other property damaged as a result of such fire or other casualty to its prior or better condition as necessary, and all property insurance proceeds of Host applicable to the Premises shall be made available to Licensee in connection with such repair and restoration. If Licensee elects to terminate this Agreement, it shall remove all of Licensee’s property from the Premises in accordance with Section 2.3(c). If the Casualty is attributable to the fault of Host, Host shall pay Licensee the Remarketing Fee pursuant to the provisions of Section 2.3(f).

(b) Condemnation/Taking. If any portion of the Premises or Host Property is condemned or taken in any manner for a public or quasi-public use that could adversely affect the use of the Charging Stations, then Licensee may elect to terminate this Agreement effective as of the date title to the condemned portion of the Host Property is transferred to the condemning authority. If Licensee does not elect to terminate, the Parties will use commercially reasonable efforts to find an alternate location for the Charging Stations elsewhere on Host Property. The costs of the relocation of the Charging Stations shall be paid by Licensee, unless such condemnation or taking is attributable to the fault of Host, in which case Host shall pay all applicable relocation fees and the Remarketing Fee subject to the provisions of section 2.3(f). Licensee may file a separate claim to the condemning authority for any relocation award made as a result of such condemnation; provided, however, in no event shall such claim reduce the Host’s award related to the condemnation or taking. Each Party waives any right to any award that may be prosecuted by the other Party, and agrees to reasonably cooperate with the other Party.

(c) Suspension of Term. During any time that the Charging Stations or any portion of the Premises is under repair or being relocated pursuant to this Section 6.3, the Term shall be temporarily suspended on a day-for-day basis.

7.1 General. Each Party (the “Indemnifying Party”) shall defend, indemnify and hold harmless the other Party, its affiliates and the other Party’s and its affiliates’ respective directors, officers, shareholders, partners, members, agents and employees (collectively, the “Indemnified Parties”), from and against any loss, damage, expense, liability and other claims, including court costs and reasonable attorneys’ fees (collectively, “Liabilities”) incurred in connection with any Claim (as defined in Section 7.2) (i) for physical damage to or physical destruction of property, or death of or bodily injury to any person, but only to the extent caused by the gross negligence or willful misconduct of Indemnifying Party or its agents or others under Indemnifying Party’s control or (ii) pertaining to any actual or alleged breach of the confidentiality or Intellectual Property Provisions hereof. This Section 7.1 does not apply to Liabilities arising out of or relating to any form of Hazardous Substances or other environmental contamination, such matters being addressed exclusively by Section 7.3.

7.2 Notice and Participation in Third Party Claims. The Indemnified Party shall give the Indemnifying Party written notice with respect to any Liability asserted by a third party (a “Claim”), as soon as possible upon the receipt of information of any possible Claim or of the commencement of such Claim. The Indemnifying Party may assume the defense of any Claim, at its sole cost and expense, with counsel designated by the Indemnifying Party and reasonably satisfactory to the Indemnified Party. The Indemnified Party may, however, select separate counsel if both Parties are defendants in the Claim and such defense or other form of participation is not reasonably available to the Indemnifying Party. The Indemnifying Party shall pay the reasonable attorneys’ fees incurred by such separate counsel until such time as the need for separate counsel expires. The Indemnified Party may also, at the sole cost and expense of the Indemnifying Party, assume the defense of any Claim if the Indemnifying Party fails to assume the defense of the Claim within a reasonable time. Neither Party may settle any Claim covered by this Section 7 unless it has obtained the prior written consent of the other Party, which consent shall not be unreasonably withheld or delayed. The Indemnifying Party has no liability under this Section 7 for any Claim for which such notice is not provided if the failure to give notice prejudices the Indemnifying Party.

7.3 Environmental Indemnification.

(a) Host Indemnity. Host shall indemnify, defend and hold harmless Licensee and all of Licensee’s Indemnified Parties (collectively, the “Licensee Parties”) from and against all Liabilities arising out of or relating to the existence at, on, above, below or near the Premises of any Hazardous Substance, except to the extent such Hazardous Substance was (i) deposited, spilled or otherwise caused by Licensee or any of its contractors, agents or employees or (ii) generated or released on another property by a third party and thereafter brought onto or released onto the Host Property by diffusion, migration, the actions of such third party, or other means not caused by any of the Host Parties.

(b) Notification of Hazardous Substance. Each Party shall promptly notify the other Party if it becomes aware of any Hazardous Substance on or about the Premises generally or any deposit, spill or release of any Hazardous Substance. “Hazardous Substance” means any chemical, waste or other substance (i) which now or hereafter becomes defined as or included in the definition of “hazardous substances,” “hazardous wastes,” “hazardous materials,” “extremely hazardous wastes,” “restricted hazardous wastes,” “toxic substances,” “toxic pollutants,” “pollution,” “pollutants,” “regulated substances,” or words of similar import under any laws pertaining to the environment, health, safety or welfare, (ii) which is declared to be hazardous, toxic, or polluting by any Governmental Authority, (iii) exposure to which is now or hereafter prohibited, limited or regulated by any Governmental Authority, (iv) the storage, use, handling, disposal or release of which is restricted or regulated by any Governmental Authority, or (v) for which remediation or cleanup is required by any Governmental Authority.

7.4 Limitations of Liability.

(a) LIMITATIONS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, AND NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY, (i) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, LOST PROFITS OR REVENUE, OR LOST OR DAMAGED DATA, AND (ii) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY IN CONNECTION WITH THIS AGREEMENT IN AN AMOUNT IN EXCESS OF FIFTY THOUSAND DOLLARS ($50,000.00); IN EACH CASE WHETHER ARISING IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. SUBJECT TO THE FOREGOING, EACH PARTY’S TOTAL LIABILITY FOR DAMAGES TO THE OTHER PARTY WILL BE LIMITED TO DIRECT, PROXIMATELY CAUSED DAMAGES FORSEEABLY AND NATURALLY ARISING FROM A BREACH OF THIS AGREEMENT.

(b) EXCLUSIONS. THE LIMITATIONS IN SECTIONS 7.4(a)(ii) SHALL NOT APPLY TO EITHER PARTY’S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, FRAUD, OR VIOLATION OF APPLICABLE LAW. THE LIMITATIONS IN SECTION 7.4(a)(i) AND 7.4(a)(ii) SHALL NOT APPLY TO HOST’S INDEMNITY OBLIGATIONS HEREUNDER.

7.5 Procedure. Any Party seeking indemnification hereunder (the “Indemnified Party”) shall deliver to the other Party (the “Indemnifying Party”) a notice describing the facts underlying its indemnification claim and the amount of such claim (each such notice a “Claim Notice”). Such Claim Notice shall be delivered promptly to the Indemnifying Party after the Indemnified Party receives notice that an action at law or a suit in equity has commenced; provided, however, that failure to deliver the Claim Notice as aforesaid shall not relieve the Indemnifying Party of its obligations under this Section 7, except to the extent that such Indemnifying Party has been materially prejudiced by such failure. An Indemnified Party shall have the right to participate in the Indemnifying Party’s defense of a claim and to employ counsel, at its own expense, separate from the counsel employed by the indemnifying Party, it being understood that the indemnifying Party shall control such defense.

8.1 Brokers. Each Party hereby represents to the other Party that it has not dealt with any broker in connection with this Agreement. Each Party agrees to indemnify and hold the other Party, its affiliates and the other Party’s and its affiliates’ respective directors, officers, shareholders, partners, members, agents and employees, harmless from all claims of any brokers claiming to have represented such Party in connection with this Agreement.

8.2 Survival. The obligations hereunder that, by their sense and context, are intended to survive termination of this Agreement shall survive the expiration or termination of this Agreement to the extent necessary to give them full effect.

8.3 Notice. Any notice to be given under this Agreement will be in writing and addressed to the Party at the address set forth on applicable Order Form(s). Notices will be deemed given and effective (a) if personally delivered, upon delivery, or (b) if sent by an overnight service with tracking capabilities, upon receipt. Any such notice shall be delivered or addressed to the Parties at the addresses set forth below or at the most recent address specified by the addressee through written notice under this Section 8.4. Failure to give notice in accordance with any of the foregoing methods shall not defeat the effectiveness of notice actually received by the addressee. Each Party may change its address for notice by giving notice thereof to the other Party.

8.4 Confidentiality. “Confidential Information” means any non-public information disclosed by a party (including such party’s personnel and agents, together as “Discloser”) to the other party (including such party’s personnel and agents, together as “Recipient”) hereunder, either directly or indirectly, whether disclosed orally, in writing or otherwise. Confidential Information does not include information which: (A) is already known to Recipient at the time of disclosure; (B) becomes publicly known and made generally available through no wrongful act or inaction of Recipient; (C) is rightfully received by Recipient from a third party without a duty of confidentiality; (D) is authorized for disclosure by Discloser prior to such applicable disclosure; and/or (E) is independently developed by Recipient without reliance on Discloser’s Confidential Information. Licensee’s Confidential Information includes all non-public information relating to Licensee’s hardware, software, Boost Chargers and/or Licensee’s business. Recipient shall keep confidential all Confidential Information of Discloser and not use any Confidential Information except in furtherance of this Agreement and the activities herein, and shall not disclose any Confidential Information to any third party. Recipient may disclose Confidential Information to its agents that have a need to know such Confidential Information, provided that Recipient (i) is and remains fully liable for the actions and omissions of each such recipient and (ii) each such recipient is bound by duties of confidentiality no less stringent than those set forth herein. Recipient shall maintain the security and confidentiality of Confidential Information using safeguards no less protective than those it uses for its own Confidential Information, but in any event no less than reasonable safeguards. Notwithstanding the foregoing, Recipient pay disclose Confidential Information pursuant to operation of law provided that Recipient gives Discloser prompt, reasonable prior notice (to the extent legally permitted) of such obligation and cooperates, at its own expense, with Discloser in seeking to contest or minimize the scope of such disclosure (including seeking a protective order). Further, this Agreement (but not any other Confidential Information) and its terms may be disclosed: (i) to applicable regulatory authorities; (ii) in confidence, to legal counsel, banks, accountants, financing sources and their advisors; and (iii) in connection with the enforcement of rights hereunder; in each such case provided that Recipient is responsible and liable hereunder for any violations of the confidentiality provisions herein by any of the foregoing parties. Upon the termination of this Agreement or upon Discloser’s earlier request, each Recipient shall deliver to Discloser, or destroy, all of Discloser’s Confidential information and certify to Discloser in writing that it has done so. The provisions of the foregoing sentence shall not apply to Confidential Information incidentally stored in Recipient’s automated back-up systems, provided that such Confidential Information be maintained in accordance with the requirements of this Agreement and will be deleted in due course pursuant to the policies governing such back-up systems.

8.5 Assignment. This Agreement is binding on and inures to the benefit of the Parties and their respective heirs, successors, assigns, and personal representatives. Neither Party may assign its rights and obligations in and under this License without first obtaining prior written consent of the other Party, which shall not be unreasonably withheld; provided, however, that (a) Licensee may assign this Agreement without Host’s consent or approval so long as any assignee agrees in writing to be bound by the terms of this Agreement and (b) Host may assign this Agreement without Licensee’s consent to (i) an affiliate (including a parent or subsidiary), (ii) a successor by merger or acquisition, (iii) a successor to all or substantially all of the assets of Host, or (iv) a purchaser of the Host Property; provided that any such assignment shall be made subject to this Agreement and the assignee shall agree in writing to assume all of Host’s obligations under this Agreement (Host shall provide reasonable evidence of such assumption to Licensee). Host shall provide prior notice to Licensee of any assignment or transfer hereunder. Any attempted or purported assignment or transfer of this Agreement in violation of the provisions of this Section is null and void ab initio. Breach of this Section constitutes a material breach of this Agreement.

8.6 Independent Contractors. The Parties shall act as and be independent contractors in the performance of this Agreement. Nothing in the Agreement shall be deemed or construed to create a joint venture, partnership, fiduciary, or agency relationship between the Parties for any purpose, and the employees of one Party shall not be deemed to be the employees of the other Party. Except as otherwise stated in this Agreement, neither Party has any right to act on behalf of the other, nor represent that it has such right or authority.

8.7 Remedies. The rights and remedies provided by this Agreement are cumulative, and the use of any right or remedy by any Party does not preclude or waive its right to use any or all other remedies. These rights and remedies are given in addition to any other rights a Party may have under applicable law, in equity or otherwise. Host shall pay to Licensee all reasonable attorneys’ fees, costs and expenses actually incurred in connection with collection of payments due to Licensee hereunder.

8.8 Attorneys’ Fees; Waiver of Right To Jury. If either Party institutes a suit or arbitration against the other for violation of or to enforce any covenant, term or condition of this Agreement, the prevailing Party shall be entitled to reimbursement of all of its costs and expenses, including, without limitation, reasonable attorneys’ fees. THE PARTIES HEREBY WAIVE ANY AND ALL RIGHTS WHICH EITHER PARTY MAY HAVE TO REQUEST OR REQUIRE THAT A JURY DETERMINE ANY FACT, MATTER, CONTROVERSY, DISPUTE OR LITIGATION BETWEEN THEM, OR RENDER ANY JUDGMENT OR DECISION, IN ANY WAY CONCERNING THIS AGREEMENT, AND AGREE THAT ANY AND ALL LITIGATION BETWEEN THEM ARISING FROM OR IN CONNECTION WITH THIS AGREEMENT SHALL BE DETERMINED BY A JUDGE SITTING WITHOUT A JURY.

8.9 Arbitration and Forum. This Agreement (including all matters arising out of or relating hereto) is governed by and shall be construed in accordance with the internal laws of the State of Iowa, without reference to any conflict of law doctrine, as if executed and fully performed therein. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled by arbitration administered by the American Arbitration Association in accordance with its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. Any such arbitration will take place in Carter Lake, Iowa in the United States; provide that the parties may agree to telepresence. Notwithstanding the foregoing, the parties may seek equitable remedies for violations of the intellectual property and proprietary rights and licenses set forth herein, and the parties irrevocably agree that any such dispute, action or proceeding pertaining thereto must be instituted in the federal courts of the United States of America or the courts of the State of Iowa in each case located in Pottawattamie County, Iowa. Any legal action or proceeding with respect to or arising out of this Agreement that is not subject to the foregoing provisions shall be tried and litigated exclusively in the State and Federal courts located in the County of Pottawattamie, State of Iowa. Each party irrevocably submits to the forum selection requirements set forth herein and waives any and all objection thereto, including any objection of forum non conveniens.

8.10 Specific Performance. Notwithstanding anything to the contrary set forth herein or elsewhere, the Parties agree that irreparable damage could occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the Parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement, without the necessity of proving the inadequacy of money damages as a remedy and without the necessity of posting any bond or other security, and to enforce specifically the terms and provisions of this Agreement in any state court or federal court of the United States of America sitting in State of Iowa and located in the County of Pottawattamie, this being in addition to any other remedy to which they are entitled at law or in equity.

8.11 Further Assurances and Reasonable Cooperation. Each Party agrees to execute (and acknowledge, if requested) and deliver additional documents and instruments and to perform additional acts as may be reasonably necessary or appropriate to effectuate, carry out, and perform all of the terms, provisions and conditions of this Agreement, including with relation to applying for grants or incentives and fulfilling reporting obligations and ongoing executory obligations associated therewith, the termination of liens, filing of easements and any recordations or filings related to Intellectual Property. Additionally, Host will offer Licensee all reasonably requested assistance in connection with any of Host’s obligations or Licensee rights hereunder; in connection with the foregoing, time is of the essence.

8.12 Force Majeure. Neither Party is responsible for any delay or failure in performance of any part of this Agreement to the extent that delay or failure is caused by fire, flood, explosion, war, embargo, government requirement, civil or military authority, act of God, act or omission of carriers or other similar causes beyond its control, provided that the affected Party shall take reasonable steps to mitigate such causes and promptly return to performance hereunder thereafter. This Agreement may be terminated without any termination fee or other penalty by the Party whose performance has not been affected if non-performance continues for more than sixty (60) days. The provisions of this Section 8.14 shall not apply to pandemics except to the extent that a Party is prevented by applicable law, regulation or order from fulfilling its duties or obligations hereunder.

8.13 No Waiver. A waiver of any default hereunder or of any term or condition of this Agreement shall not be deemed to be a continuing waiver or a waiver of any other default or any other term or condition, but shall apply solely to the instance to which such waiver is directed. No failure or delay by either Party in exercising any right, power or privilege hereunder shall operate as a waiver thereof, nor shall any single or partial exercise thereof preclude any other or further exercise of any right, power or privilege. No waiver hereunder shall be binding unless executed in writing by a duly authorized representative of the Party to be bound thereby. Except as otherwise expressly set forth herein, all remedies, rights, undertakings, obligations and agreements contained in this Agreement will be cumulative and none of them, nor the exercise or failure to exercise any of them, will be in limitation of any other remedy, right, undertaking, obligation, or agreement of either Party.

8.14 No Third Party Beneficiaries. This Agreement does not confer any rights or remedies on any person other than the Parties and their respective successors and permitted assigns, provided that nothing in this Section 8.17 shall prohibit an Indemnified Party from directly enforcing Section 7 against an Indemnifying Party.

8.15 Entire Agreement. This Agreement constitutes the entire and exclusive agreement between customer and Supplier with regard to the subject matter hereof, and supersedes all prior and contemporaneous agreements, arrangements and understandings, regardless of whether or not written or oral, relating to the subject matter hereof. This Agreement will not be modified other than in a writing that specifies it is an amendment to this Agreement and which is duly executed by an authorized representative of each of the Parties. No legal provisions different from or in addition to the provisions of these Standard Terms, whether communicated orally or contained in any written documentation, including the Specifications, any purchase order confirmation, receipt, trade documentation, invoice, acknowledgement, release, acceptance, or other communication, regardless of timing, shall form a part of the Agreement and such provisions shall be null and void. Further, no click-wrap, click-through, browse wrap or similar agreements or any course of dealing shall supersede or having any binding effect on this Agreement. No waiver hereunder be deemed to constitute an amendment hereto.

8.16 Severability. If any term of this Agreement is held by any court of competent jurisdiction to contravene, or to be invalid under, the laws of any political body having jurisdiction over this subject matter, that contravention or invalidity shall not invalidate the entire Agreement. Instead, this Agreement shall be construed as reformed to the extent necessary to render valid the particular provision or provisions held to be invalid, consistent with the original intent of that provision and the rights and obligations of the Parties shall be construed and enforced accordingly, and this Agreement shall remain in full force and effect as reformed.

8.17 Counterparts. This Agreement may be executed in any number of counterparts with the same effect as if all the Parties had signed the same document; all counterparts shall be construed together and shall constitute one and the same instrument. The delivery of an executed counterpart to this Agreement by electronic means (including via email) shall be as effective as the delivery of a manually executed counterpart.

8.18 Drafting Presumption. This Agreement has been and shall be construed to have been drafted by all Parties to it so that the rule of construing ambiguities against the drafter shall have no force or effect. Each Party has had the opportunity to seek the advice of counsel with respect to this Agreement and has done so to the extent desired.

8.19 Construction. The headings in this Agreement are inserted for convenience and identification only. References to Sections and Exhibits are to Sections and Exhibits of this Agreement unless otherwise specified. All Exhibits annexed hereto or referred to herein are hereby incorporated in and made a part of this Agreement as if set forth in full herein. When the context requires, the number of all words shall include the singular and the plural. In this Agreement, words importing any gender include the other genders and the words including, includes and include shall be deemed to be followed by the words without limitation. All documents or items attached to, or referred to in, this Agreement are incorporated into this Agreement as fully as if stated within the body of this Agreement.

8.20 Recording. Following execution of this Agreement, Licensee will have the right, but not the obligation, to record a memorandum of license, in a form reasonably agreed between the Parties.