Common use of CONTRACT DUTIES Clause in Contracts

CONTRACT DUTIES. (a) The Parties represent and warrant that each has the full legal right to enter into and perform this Agreement and that its entry into and performance of this Agreement does not and will not violate any fiduciary or other duty it may have to any third party, and that each Party has obtained whatever consent, resolutions, or other permissions are required from its own managers or boards of directors or other governing body as may be necessary under the Party’s governing documents to enter into this Agreement. (b) The Parties acknowledge that each Party is responsible for its own compliance with international, state and federal, and international laws and all rules and regulations promulgated thereunder, including without limitation with respect to the employment of its own employees, and providing benefits to its own employees and neither Party shall become liable to any employee or independent contractor of the other Party by virtue of having entered into this Agreement. (c) In consideration for A▇▇▇▇’s collaboration hereunder, and in consideration of the other promises set forth herein A▇▇▇▇ agrees to: i. use its best efforts to develop such battery and frame technology as may be necessary to create the Resultant Technology contemplated hereunder, which shall meet the specifications of AusEV and AusEV customers as potential purchasers of such Resultant Technology; ii. exclusively sell the XT truck to AusEV for distribution within the AusEV Territory for [X] years from date of the first [X]volume, non-test unit XT truck delivery to AusEV; iii. supply XT trucks in a projected volume of [X] units in [X], [X] units in [X], [X] units in [X], and [X] units in [X], or if not, then at least a minimum of 10% production, and will be contingent upon raw materials availability, factory capacity, and other supply chain factors outside of Atlis’s control; iv. supply and support [X] Atlis 1.5 MW Charging Stations for installation in AusEV Territory by AusEV; v. supply Atlis Energy battery storage for AusEV distribution based upon the quantities entered as purchase orders by A▇▇▇▇; vi. supply Atlis XP Platforms for AusEV distribution based upon quantities entered as purchase orders by AusEv; vii. collaborate with AusEV to explore the potential for building and operating a battery manufacturing facility in the AusEV territory; viii. provide AusEV marketing materials tailored to AusEV Territory; ix. provide subscription warranties to include yearly service and spare parts for the XT truck; x. train AusEV employees in the techniques for proper marketing, sales, and service of Atlis products; and xi. provide the necessary technical data and CAD drawings to enable compliance with the applicable rules or regulations in the AusEV territory and to assist AusEV in obtaining compliance and certification, including but not limited to steer by wire and brake by wire. (d) In consideration for A▇▇▇▇’s collaboration hereunder, and in consideration of other promises set forth herein, A▇▇▇▇ agrees to: i. collaborate with Atlis for the design of a right hand drive XT truck, shipping of XT truck parts, assembly, marketing, distribution and sale in the AusEV Territory or such locations within the AusEV Territory that are agreed by the parties in writing (acting reasonably) having regard to the commerciality of certifying and distributing XT Trucks in the relevant part of the AusEV Territory (hereinafter “Relevant AusEV Territory”) ; ii. provide the necessary technical data and CAD drawings to enable the redesign and remanufacture of the Resultant Technology to convert the XT truck into right hand drive; iii. test the Resultant Technology in Relevant AusEV Territory, complete validation, and obtain certification in the Relevant AusEV Territory; iv. accept responsibility for shipping, handling, import, storage, and distribution of the Atlis products sold in AusEV Territory by AusEV or on its behalf; v. pay Atlis for the Resultant Technology-incorporated XT trucks in amount of [X]% up front, [X]% at the time of shipment, and [X]% upon delivery – net [X]; vi. purchase and install [X] Atlis 1.5 MW Charging Stations in the AusEV Territory; vii. Sell and distribute other Atlis products in the AusEV territory such as XP Platforms, Atlis Energy Storage, and future Atlis products; and viii. Exercise best efforts in selling as many XT trucks, and other Atlis products, in the AusEV Territory as feasible.