Technical Assistance Agreement for
Technical
Assistance Agreement
for
Light
Transport Vehicle Electric Drive System
Mahindra
& Mahindra Ltd., India
And
XxXxx
Mobility Inc., USA
Phase II
& III $726,352.00
Date:
|
June
09, 2009
|
This
Agreement has been made and entered into on the Ninth day of
June 2009 by and between Mahindra &
Mahindra Ltd., a company incorporated under the Indian Companies Act, 1913,
Gateway Building, Apollo Bunder, Mumbai 400 001,
India
(hereinafter
referred to as “M&M”, which expression shall unless it be repugnant to the
context or meaning thereof shall mean and include its successors and assigns) Of
the One Part
and XxXxx
Mobility Inc., a company incorporated under the laws of Delaware in the U.S.A
having its registered office at 00000 Xxxxxxxx Xxxxx, Xxxxx 000, Xxxxxxx
Xxxxxxxx 00000, U.S.A
(hereinafter
referred to as “XxXxx”, which expression shall unless it be repugnant to the
context or meaning thereof shall mean and include its successors and assigns) of
the Other Part
(M&M
and XxXxx are individually referred to as Party and collectively
referred to as Parties)
WHEREAS
1
|
M&M
is a manufacturer and seller, inter alia, of utility vehicles and parts
and accessories thereof;
|
2
|
XxXxx
is a service provider company which provides technical services including
engineering in the area of electric drive and drive systems
components;
|
3
|
By
an agreement dated 8th
January 2008 M&M has appointed XxXxx for the purpose of developing a
drive system for a 4-wheel Light Transport Vehicle (LTV) platform that
will be converted to an all Electric drive train for evaluation purposes
(Project) as per the details mdentioned therein
;
|
4
|
Under
the said agreement dated 8th
January 2008 XxXxx has completed the Phase I of the Project and the
Parties are desirous of carrying out Phase II and III of the Project and
for that purpose wish to enter into this
agreement;
|
5
|
The
Parties have thought it expedient to put forth in writing the terms and
conditions on which XxXxx shall provide the services to M&M for Phase
II and II of the Project, as hereinafter
appearing.
|
6
|
This
Agreement outlines the relationship and understanding of the
Project.
|
NOW
IT IS HEREBY AGREED BY AND BETWEEN THE PARTIES HERETO AS FOLLOWS:
1
|
Object
|
The
object of the Agreement is for XxXxx is to carry out the services for the Phase
II and III of the Project and to support and develop a drive system for a
4-wheel Light Transport Vehicle (LTV) platform that will be converted
to an all Electric drive train for evaluation purposes (Project) as per the
Proposal Annexed hereto as Annexure I.
2
2
|
Scope
of this Agreement
|
|
2.1
|
The integration of a drive
system into a vehicle are to be carried out in three phases as
follows:
|
|
2.1.1
|
Phase
I : System Verification and Design.
|
|
During
this Phase a case study will be carried out whereby the initial
requirements, architecture and prototype design of required components
will be developed for the target platform and results typically in a
prototype vehicle(s).
|
|
Work
contemplated under this Phase I has already completed and the Parties now
wish to carry out the work under Phase II and III as hereinafter
appearing
|
|
2.1.2
|
Phase
II: Validation.
|
|
During
this phase further evaluation of the platform by practical testing and
measurements of performance to ensure that the initial assumptions prove
to be valid to meet the needs of the
product.
|
|
2.1.3
|
Phase
III: Production
readiness.
|
|
After
the validation, in this phase, the product will be ready to enter into
production
|
This Agreement covers Phase II and
Phase III of the project.
|
2.2
|
Deliverables
|
The
following lists of tasks of development will be covered by XxXxx during Phase II
and III. A detailed list of tasks and responsibilities
associated with these phases is given in the RASIC chart (Appendix I)
|
2.2.1
|
Integration:
On-site support at M&M’s facilities for initial integration and
testing of Infield Service
Prototypes.
|
|
2.2.2
|
Validation
of performance: Testing and validation of platform performance
to compare against original expectations and analysis that was utilized to
determine requirements of various
components.
|
|
2.2.3
|
Training: Training
for M&M personnel. The Training will consist of basic
operation and understanding of the
system.
|
3
|
2.2.4
|
Continued
Support: XxXxx will assist and help analyze any data accumulated through
the testing and validation period and provide recommendations of “Next
Step”
|
|
2.2.5
|
Support
M&M efforts to meet CMVR certification of the vehicle and continued
platform testing.
|
|
2.2.6
|
Iterate/Modification
of design for general form, fit and
function.
|
|
2.2.7
|
Cost
Reduction: do a full design for manufacturing (DFM) and design
for assembly (DFA) analysis bringing the cost of the product down too
desired targets in production.
|
|
2.2.8
|
Costed
BOM: Assessment of alternative parts, methods and minor design
modifications without altering determined requirements will be performed
to minimize the BOM count and cost of the DTS drive
train.
|
|
2.2.9
|
Creation
of Production documentation: This would include BOMs, Testing
and QC metrics and processes for this specific
product.
|
|
2.2.10
|
Manufacturing
and assembly of approximately ten (10) systems to validate various
iterations and changes to the products through this phase. It
is anticipated that a minimum of five (5) of these units will be able to
be provided to M&M for integration and testing on the targeted
platform.
|
2.2.11
|
Final
testing and qualification of said
units
|
|
2.3
|
Production Systems
Verification
|
|
2.3.1
|
To
complete and verify the DFM/DFA process there will be three stages whereby
systems will be manufactured and assembled in stages, to be delivered and
utilized for further testing, integration and deployment
purposes.
|
|
2.3.2
|
Validation
Prototype (VP): 25 units will be manufactured and assembled
based on the results of the DFM/DFA process. The units will
predominantly be assembled at NuGens facility in the USA. To
meet the target cost per unit for this state it is expected that most of
the part content will be provided from selected sources in India and China
utilizing tooling and targeted sources for
production.
|
|
2.3.3
|
Production
Proveout (PP): 25 units will be manufactured and assembled
based on the results of the DFM/DFA process. To meet the target
costs per unit for this state and to verify the tooling and process to
proceed into JOB1 phase, the units are intended to be fully assembled
outside USA and validated by XxXxx. It is expected that all
tooling will be in place for this
stage.
|
4
|
2.3.4
|
Production
(JOB1): At least 100 units a month for a period of one (1) year
will be provided to M&M by XXXXX for further market testing and
evaluation. All costs are based on a yearly projections of 1200
units
|
|
2.3.5
|
The
above tasks to acquire completed systems are considered as part of this
engagement. Due to the complexity, timing, potential variation
of costs specific details will be decided at a later
date.
|
|
2.3.6
|
However,
in order to meet the target dates of the program the decisions must be
taken by the following prescribed
dates;
|
For
VP & PP systems:
|
September
2009
|
(corrp.
with RASIC Line 72)
|
For
JOB1 systems:
|
January
2010
|
(corrp.
with RASIC
Line 83)
|
As a
guide line the present anticipated costs for the systems and timing of the
expense are;
Production Systems
|
Cost/ea.
|
Tooling
|
Time
|
|||||||
25
VP units
|
$ | 3,043 | $ | 85,950 |
Sept-Jan
2009
|
|||||
25
PP units
|
$ | 1,138 | $ | 56,750 |
Jan-Mar
2010
|
|||||
JOB1
|
$ | 875 | $ | 14,270 |
June
2010-11
|
Greater
detail and explanation of the projected costs can be found in Appendix II
|
2.4
|
Only
the deliverables that have been specifically stated above will be deemed
as “Required”. Should there be any deliverables that are
missing and or desired, M&M should verify or communicate this with
XxXxx.
|
|
2.5
|
If
any additional technical assistance is required for final integration and
or general application use and set-up beyond what has been stated in 2.1,
XxXxx will make its services available to M&M. XxXxx will provide
these services above and beyond those specified in the proposal using
section 5.5.8 as reference.
|
5
3
|
Time
Lines
|
|
3.1
|
The
Phase II and III will extend over a nine (9) month
period.
|
|
3.2
|
However
the Parties may mutually discuss and decide shorter timelines. In that
event adjustments and corrections if any, in costs will be made to cover
the additional expenses due to such shorter time
lines.
|
|
3.3
|
|
4
|
Price
& Payments
|
|
4.1
|
Fee
|
|
4.1.1
|
Any
pricing marked as budgetary or preliminary is to be considered estimates
and is not a firm quotation.
|
|
4.1.2
|
All
prices as shown are in Net US $ and are based on a one time purchase cost
with no guarantee or commitment for any further work or development from
both parties involved.
|
|
4.1.3
|
Should
there be interest for further commitment or guarantees, Parties will
mutually discuss and arrive at a decision in respect of the
same.
|
|
4.1.4
|
Prices
and delivery of components are F.O.B. XxXxx Mobility Inc. in Ashburn,
Virginia and do not account for any custom duties, shipping costs and any
applicable sales tax locally. These additional costs will be the
responsibility of M&M.
|
|
4.2
|
Fixed Cost: Phase II and
III
|
Pricing
|
$/Line
|
|||
NRE
– Costs to Company (Labor)
|
$ | 567,152 | ||
Development
(DFM/DFA) Support Expenses
|
$ | 120,000 | ||
Total
|
$ | 687,152 | ||
Anticipated/Budgetary
Travel Related Expenses**
|
$ | 39,200 |
|
4.2.1
|
Lead
Time is assumed to be 9 months upon receipt of order and required
deposit. Some variations in schedules may apply due to other
requirements and / or timing and availability of M&M’s resources to
complete the required tasks
|
|
4.2.2
|
*
To complete and verify the DFM/DFA process, upto ten DTS systems will be
manufactured and assembled in stages, and atleast five will be delivered
and utilized for further testing, integration and deployment
purposes.
|
|
4.2.3
|
**
Travel by NuGen personnel to and fro Washington, DC, to India will be
billed at actuals and are to be reimbursed to XxXxx net US
Dollars
|
6
|
4.2.4
|
To
keep travel expenses low, it is assumed that XxXxx will have access to
M&M’s guest house facilities and any local road travel will be
provided and picked up by M&M. All other travel related
expenses to and from M&M’s facilities, external of the Mumbai / Nasik
area, will be the responsibility of XxXxx unless specifically requested
and approved by M&M ahead of
time.
|
|
4.3
|
Purchase Order
requirements
|
A firm
purchase order (PO) will be issued to XxXxx for the deliverables listed above.
The proposed contract is a FIXED COST contract net to XxXxx after applicable
Indian taxes and could be stated as such in one line item.
|
4.4
|
Payment
Schedule
|
|
4.4.1
|
The
Payment schedule given below has been tagged to anticipate dates and
associated deliverables based on the discussions and assuming
commencements on time.
|
|
4.4.2
|
In
the event commencement of the project does not begin as assumed, the dates
as proposed will be modify
accordingly.
|
|
4.4.3
|
Upon
completion of the each milestone XxXxx will invoice M&M and it is
expected that payment will be made using “Net 15
terms”
|
Sr.
No
|
Description
|
Anticipated
Date
|
Amount
(USD Net)
|
Expected
Activity
(appx.
RASIC line)
|
||||||||
1
|
ARO
(35%)
|
08
JUNE09
|
$ | 240,503 | 6 | |||||||
2
|
Installment
2 (30%)
|
09JULY09
|
$ | 206,146 | 58 | |||||||
3
|
Installment
3 (15%)
|
10
SEPT09
|
$ | 103,703 | 72 | |||||||
4
|
Installment
4 (10%)
|
05
NOV09
|
$ | 68,715 | 83 | |||||||
5
|
Final
Payment (10%)
|
07
JAN10
|
$ | 68,715 | 105 |
*Dates: The
dates reflected above are the dates as to when XXXXX must receive funds within
its account
** Expected Activity represents the
activity that should be substantially completed or significant effort to be
applied by said date
|
4.5
|
The
decisions and time lines associated with the Project may vary depending on
internal schedules and feedback of M&M and XxXxx. The dates
stated above are the best “assumed” dates and should not be construed as
absolute.
|
|
4.6
|
In
the event that a payment date has elapsed more than 30 days of the
expected date, payment for that Deliverable should be considered due and
paid accordingly within Net 15 terms, based on the assumption that XxXxx
has not shown any gross negligence or fraud, and has actively pursue all
reasonable commercial efforts to meet the required dates and
Deliverables.
|
7
|
4.7
|
M&M
at its cost will visit XxXxx at its facilities in Virginia, USA for
purposes of discussions, training, design iteration and testing of the
DTS
|
|
4.8
|
Additional
Services that are requested and mutually agreed upon between XxXxx and
M&M that are directly related to this Phase of the Project as defined,
but not covered under this Statement of Work, can be provided utilizing
the following guidelines;
|
4.8.1
|
US
$ 600 NET per man day
|
|
4.8.2
|
Any
external expense incurred by NGM for such as but not limited to any
approved travel, lodging, materials and external services will be
remunerated at a TOTAL NET equivalent to the direct cost plus 10% for
handling and processing.
|
|
4.9
|
Completion
of project is defined as delivery of all physical DTS units, documents as
per the RASIC,
|
|
4.10
|
Payments
can be made via wire transfer to:
|
Bank:
|
Citibank,
NA
|
Local
Branch:
|
Capitol
Hill, BR# 913
|
Local
Address:
|
000
Xxxxxxxxxxxx Xxx. XX, Xxxxxxxxxx, XX, 00000 XXX
|
Via
New York
|
(if
necessary for international wires)
|
Account:
|
XxXxx
Mobility
|
Local
Routing No.:
|
2540
-70116
|
Account
No.:
|
1532
- 0065
|
Routing:
|
0210-00089
|
SWIFT
Code:
|
XXXXXX00
|
5
|
Intellectual
Property Rights
|
|
5.1
|
Any
existing ideas, know-how and patents (and applications thereof) owned by
the Parties, prior to this Project, not resulting from Project
work carried out under this Agreement, but introduced into the Project,
shall remain each Party’s exclusive
property.
|
|
5.2
|
Any
new ideas, know-how and inventions made by XxXxx’x employees specifically
as a result of the Project work carried out under this Agreement shall be
the joint property of both Parties. The Parties shall enter
into a separate agreement for sharing these joint intellectual property
rights which may be generated pursuant to such inventions, development
carried out by the XxXxx’x employees under the Project under this
Agreement.
|
8
|
5.3
|
Any
ideas, know-how and inventions made by M&M’s employees as a result
of the Project work carried out under this Agreement
shall be M&M’s exclusive
property.
|
|
5.4
|
Any
drawings and technical documents relating to the Project in any manner
submitted by one Party to the other, prior or subsequent to the conclusion
of this Agreement, shall remain the exclusive property of the submitting
Party and shall be treated as confidential information by the receiving
Party, and may be utilised only for Project work performed pursuant to
this Agreement.
|
6
|
Third
Party Patents, Trademarks,
Copyright
|
|
6.1
|
Xxxxx
shall use best efforts to ensure that design features and
products designed and developed pursuant to this
Agreement will not infringe any intellectual property rights of third
parties. For this purpose XxXxx shall conduct patent
searches.
|
|
6.2
|
In
the event a design feature or the normal intended use of a product leads
to a claim alleging infringement of a third party's intellectual property
right, M&M shall give XxXxx immediate notice in writing of
any such claim. XxXxx shall assist M&M in the defence of any such
claims. If the use of a design feature or a product is permanently
enjoined by reason of an infringement of a valid third party’s
intellectual property right, XxXxx will use its best
efforts
|
|
6.2.1
|
to
modify the design feature or the product to render it non infringing,
or
|
|
6.2.2
|
to
get a licence from the third party who is the owner of the intellectual
property right.
|
7
|
Warranty
|
|
7.1
|
XxXxx
warrants that it will execute the Project in a professional and competent
manner according to state of the art. The Project and Deliverables to be
supplied pursuant to this Agreement will be in compliant with Indian laws
and standard practice in the electric drive system and vehicle industry,
standards, and regulations as well as with those regulations in countries
pertinent to M&M’s purposes to the extent they have been communicated
in writing to and accepted by
XxXxx.
|
|
7.2
|
The
Documentation rendered pursuant to this Agreement will be according to the
existing general practice for comparable development projects in the
electric drive system and vehicle
industry.
|
|
7.3
|
M&M
shall examine Project work and the Deliverables provided under
this Agreement upon receipt and shall
notify XxXxx in writing of any defect within reasonable delay but not more
than 15 (fifteen) working days.
|
9
8
|
Liability
|
|
8.1
|
XxXxx
shall be liable for damages only if it is held responsible for intent or
gross negligence. Any liability for indirect and/or consequential damages,
including loss of property or profit, is specifically disclaimed. Unless
claims are made in writing within 6 (six) months from the date of
occurrence of the damage, but not later than two years from the date of
delivery, they shall be
forfeited.
|
9
|
Confidentiality
|
|
9.1
|
The Parties are
obliged
|
|
9.1.1
|
not
to disclose the nature, extent and objective of this Agreement to any
other party,
|
|
9.1.2
|
to
keep all technical and other information (such as business secrets etc.)
received from the other Party under this Agreement strictly
confidential,
|
|
9.1.3
|
not
to disclose or convey any such confidential information to any third party
without the prior written consent of the disclosing
Party.
|
|
9.2
|
The
confidentiality obligations under this Article shall not apply to
information which
|
|
9.2.1
|
was
already in possession of one Party and not presently subject to an
obligation of confidentiality prior to its receipt from the other Party;
or
|
|
9.2.2
|
becomes
available to the general public through no fault of either Party;
or
|
|
9.2.3
|
is
rightfully disclosed to either M&M or XxXxx by a third party without a
present obligation of confidentiality;
or
|
|
9.2.4
|
is
explicitly approved for release by prior written authorisation of M&M
and XxXxx.
|
|
9.2.5
|
The
confidentiality obligations under this clause shall not be affected by the
termination of this Agreement and shall continue in full force and effect
for a period of 3 (three) years after termination of this
Agreement.
|
|
9.3
|
In
addition a Non-Disclosure Agreement will have to be signed and ratified
between XxXxx and M&M so all variations and possibilities of
incorporating newer technology may be shared openly with M&M. A copy
of XxXxx’x standard NDA has been included as an attachment in Appendix
IV
|
10
10
|
Force
Majeure
|
10.1
|
Should
circumstances such as fire, flood, earthquake, military actions, trade
embargo, etc. (force majeure) occur which are beyond the control of either
contracting Party preventing fulfilment of their obligations of this
Agreement, the time stipulated for the fulfilment of such obligations
shall be postponed for the period equal to that during which the
circumstances of force majeure
last.
|
10.2
|
If
circumstances of force majeure, as defined above, occur at an appointed
Supplier on whom XxXxx or M&M is dependent for the fulfilment of the
Project this will also constitute force majeure conditions for XxXxx or
M&M.
|
|
10.3
|
These
obligations are subject to immediate fulfilment after the cessation of the
circumstances of force majeure.
|
10.4
|
A
certificate issued by a Chamber of Commerce or another authority of
competence of the respective country confirming the existence and
cessation of the circumstances of force majeure will serve as proof to
that effect.
|
|
10.5
|
Should
the circumstances of force majeure continue for more than six months,
either Party may terminate this Agreement by giving written notice by
registered letter to the other Party. Such termination will
take effect 30 days from the receipt of the
notice.
|
11
|
Solvency,
Liability and Complete Performance
|
11.1
|
In
case of any eventuality leading to cessation of activity at XxXxx (for
reasons including but not limited to bankruptcy), M&M will have the
right to enforce XxXxx and Xxxx Xxxxxxxx jointly and individually for
complete performance of the deliverables as defined under this contract at
the same terms and conditions(including cost and timelines) mentioned in
the contract.
|
11.2
|
XxXxx
will release its employees from their non-compete clause to complete
the
deliveries defined and stated under this contract without any
restrictions whatsoever.
|
11.3
|
In the
above situation,
all the performances of parts there
of which have already been fulfilled by XxXxx according to the
deliverables of the contract till the date of filing
of the bankruptcy shall be settled and paid according to the
contractual provision.
|
12
|
Premature
Termination of the Agreement
|
|
12.1
|
Either
Party may immediately terminate this Agreement by giving written notice by
registered letter to the other Party if any of the following
occurs:
|
11
|
12.1.1
|
bankruptcy
proceeding is instituted against either Party's assets, or such proceeding
is not instituted because of insufficient
assets;
|
|
12.1.2
|
such
other Party materially breaches this Agreement and fails to remedy such
breach within 60 days after written notice is
given.
|
|
12.2
|
In
addition to the circumstances set forth in Clause 11.1 M&M may
terminate this Agreement at any time by giving XxXxx 30 Days prior written
notice by registered letter and remittance of any outstanding invoices or
expenses incurred as a result of the project till the date of receiving
notice by XxXxx
|
13
|
Assignment
and Subcontracting
|
|
13.1
|
Neither
M&M nor XxXxx shall assign or transfer to a third party any of its
rights or obligations under this Agreement, neither in whole nor in
part.
|
|
13.2
|
The
Parties may employ subcontractors to such an extent that enables them to
carry out their obligations under this Agreement and only for those parts
of work which are customarily performed by the Parties’ respective
subcontractors within similar
projects.
|
14
|
Applicable
Law and Arbitration
|
|
14.1
|
This
Agreement shall be construed and interpreted according to the Indian
Law
|
|
14.2
|
All
disputes arising out of or in connection with this Agreement shall be
submitted to arbitration in under the (Indian) Arbitration and
Conciliation Xxx 0000. The arbitration decision shall be final and binding
on the Parties without further recourse to courts of ordinary
jurisdiction. The venue of arbitration shall be Mumbai, India. The
arbitration procedure shall be in
English.
|
15
|
Notices
|
|
15.1
|
Any
notice or other information required or authorized by this Agreement to be
given by either Party to other may be given by hand or sent by registered
post A.D. by courier or by facsimile transmission or comparable means of
communication, to the other Party at the following
address:
|
To
|
M&M
|
|
Mahindra
& Mahindra Ltd
|
|
Automotive
Xxxxxx
|
|
Xxxxxx
Xx.,
|
|
Xxxxxx
000000, XXXXX
|
|
Attention:
Xx. Xxxxx Xxxxxxx
|
|
Chief
of Engineering & Development
|
e-mail:
|
xxxxxxx.xxxxx@xxxxxxxx.xxx
|
Fax:
|
(000)
00000000
|
12
To
Nu Gen
Xxxx
Xxxxxxxx
XxXxx
Mobility Inc
00000
Xxxxxxxx Xxxxx, Xxxxx 000
Xxxxxxx,
Xxxxxxxx 00000, XXX
e-mail:
xxxx.xxxxxxxx@xxxxxxx.xxx
Fax:
000-000-0000
15.2
|
Any
notice or other information given by post or courier shall be deemed to
have been given on the tenth (10th) day after the envelope containing the
same was so posted, or on the fifth (5th) day after the envelope
containing the same was so sent by courier, and proof that the envelope
containing any such notice or information was properly addressed,
registered and posted or sent by courier and that it has not been so
returned to the sender, shall be sufficient evidence that such notice or
information has been duly
given.
|
15.3
|
Any
notice or other information sent by facsimile transmission or comparable
means of communication should be deemed to have been duly given on the
next day after transmission. A written confirmation to that effect shall
be sent by post as mentioned
hereinabove.
|
15.4
|
Service
and any legal proceedings concerning or arising out of this Agreement
shall be effected by causing the same to be delivered to the Party to be
served at its registered office, or to such other address as may from time
to time be notified in writing by the Party
concerned.
|
16
|
Validity
and Duration of Agreement
|
16.1
|
This
Agreement will become valid and come into force on June 9, 2009 (Effective
Date).
|
16.2
|
The
duration of this Agreement will be 30 months from Effective Date on the
condition that all Project work described in Clause 2 has been completed
by XxXxx and all payments have been made by M&M and shall
expire without notice of termination. An extension of the duration will
automatically occur if the aforementioned two conditions (completion of
Work and payment) are not met within the 30 months period until such
conditions are fulfilled.
|
16.3
|
Those
provisions of this Agreement which by their nature should survive
termination or expiration shall remain in effect in the event of such
termination or expiration. These provisions include, but are not limited
to Clauses 5, 6, 9, and
13.
|
13
17
|
Amendments
|
17.1
|
This
Agreement constitutes the entire Agreement between the Parties and
supersedes any prior agreements or understandings, whether oral or
written. No amendments or changes to this Agreement shall be binding
unless made in writing and signed by duly authorised officers of M&M
and XxXxx.
|
18
|
Invalid
Provisions
|
|
18.1
|
If
any provision of this Agreement shall be invalid or unenforceable, it
shall be considered deleted here from and the remainder of this Agreement
shall be unaffected and shall continue in full force and effect. In lieu
of such invalid or unenforceable provision, there will be added
automatically, as part of this Agreement, a valid and enforceable
provision as similar in terms to such invalid or unenforceable provision
as may be possible.
|
19
|
Appendices
|
19.1
|
All
parts of this Agreement are equally binding on XxXxx and M&M. However,
in the event of a discrepancy or conflict in the interpretation of any
part of the contractual terms and conditions and any of the appendices,
the contractual terms and conditions shall
prevail.
|
For
& on behalf of M&M :
|
For
& on behalf of XxXxx Mobility:
|
|
Xxxxx
Xxxxxxx
|
Xxxx
Xxxxxxxx
|
|
Chief
of Engg. & Development
|
CEO
/ President
|
|
/s/Xxxxx Xxxxxxx
|
/s/Xxxx Xxxxxxxx
|
|
Date:
9/06/09
|
Date:
9/06/09
|
For &
on behalf of Xxxx Xxxxxxxx
As an
individual
/s/ Xxxx Xxxxxxxx
|
Date:
9 / Jun / 09
|
14
Annexure
I
RASIC
R – Responsible; A –
Approve; S; - Support I; - Information; C -
Consult
Tasks
|
XxXxx
|
M&M
|
Vendor
|
Notes
|
|||||
1
|
Integration
Support
|
C,S
|
A ,
R
|
||||||
2
|
Base
Line integration at M&M as provided by XxXxx PHI
|
C,S
|
A ,
R
|
||||||
3
|
Near
Term modifications of placement or wiring based on "Quick
Insight"
|
C,S
|
A ,
R
|
||||||
4
|
Testing
& Validation
|
||||||||
5
|
Tests: Range,
Gradeability, Acceleration
|
C,S
|
A,
R
|
||||||
6
|
Training
|
||||||||
7
|
"Concepts": What
matters, Things to watch out for in an EV
|
C,
I, S
|
A,
R
|
||||||
8
|
"Good
Habits" - conceptual on connectivity of components
|
C,
I, S
|
A,
R
|
||||||
9
|
Vehicle
Operation - "Driver’s Perspective"
|
A,
R
|
S
|
||||||
10
|
Level
I use of XxXxx VCM440 Utility: Setup of vehicle, throttle,
brake, switch configuration
|
A,
R
|
|||||||
11
|
Continued
Support
|
||||||||
12
|
Analyze
Vehicle Level data
|
C,S
|
A,
R
|
||||||
13
|
Analyze
DTS Level data
|
R
|
A,
S
|
||||||
14
|
Conceptual
Layout & Modifications of platform and components
|
C,S
|
A,
R
|
||||||
15
|
Consider
Integration of "current sensing" into controller
|
||||||||
16
|
Modify
thermal loading or profiles
|
||||||||
17
|
Consider
a higher integrated battery box
|
||||||||
18
|
Support
M&M efforts to;
|
||||||||
19
|
Verify
and validate that vehicle meets AIS standards.
|
C,S
|
A,
R
|
||||||
20
|
CMVR certification
of vehicle
|
C,S
|
A,
R
|
||||||
21
|
Continued
platform testing:
|
||||||||
22
|
Technical
Performance – Gradeability, Acceleration, Top speed, Range
|
C,S
|
A,
R
|
||||||
23
|
“Drivability
and Feel” -
|
C,S
|
A,
R
|
||||||
24
|
Accelerator
and Braking sensitivity. Feed back of system status, Ride and
general driving characteristics
|
C,S
|
A,
R
|
||||||
25
|
Additional
Training of M&M personnel - capability of continued adjustments and
characterization of platform
|
X,X
|
X,
X
|
||||||
00
|
Xxxxx
0 - XxXxx XXX000 Utility: Battery parameters - SOC, Engine
braking
|
X
|
|||||||
00
|
Xxxxx
0 - XxXxx XXX000 Utility: Data logging and primary parameters
and information to look at
|
R
|
|||||||
28
|
Interaction
and feed back within M&M
|
C,S
|
A,
R
|
||||||
29
|
Marketing
|
15
Tasks
|
XxXxx
|
M&M
|
Vendor
|
Notes
|
|||||
30
|
Performance,
Range, Features ( Too little, OK, Too Much)
|
C,S
|
A,
R
|
||||||
31
|
DTS
- Impact study on cost and components based on Feedback
|
R
|
A,
S
|
||||||
32
|
Platform
- Impact study on cost and components based on Feedback
|
S
|
A,
R
|
||||||
33
|
Production
|
||||||||
34
|
Modifications
to BASE platform - (Acceptable / Not Acceptable, desired
Modifications)
|
C,S
|
A,
R
|
||||||
35
|
Selection
of Components, (suspension, transmission, brakes)
|
A,
R
|
|||||||
36
|
Impact
study on cost and components based on Feedback
|
C,S
|
A,
R
|
||||||
37
|
Define
and set-up final Production Requirements for DFM/DFA (Phase
III)
|
C,S
|
A,
R
|
||||||
38
|
Collate
Information and Finalize Physical Requirements Documents
|
A,
R
|
|||||||
39
|
Platform
Related
|
A,
R
|
|||||||
40
|
DTS
- Related
|
C,
R
|
A
|
||||||
41
|
Collate
Information and Finalise Functional Requirement Documents
|
C,S
|
A,R
|
||||||
42
|
Platform
Related - Parts
|
A,
R
|
|||||||
43
|
Architecture
/ Wiring
|
C,S
|
A,
R
|
||||||
44
|
DTS
- Related (e.g. Thermal considerations and ambient temps of
perf)
|
C,
R
|
A,
S
|
||||||
45
|
Iterate/Modification
of design for form, fit and function.
|
||||||||
46
|
Implement
agreed upon changes based on New Requirment documents from Phase
II
|
A,
R
|
S
|
||||||
47
|
Two-Speed
Transmission
|
I
|
A,
R
|
I,
R?
|
|||||
48
|
Modify
Instrument Display for VCM
|
I,
C
|
A,
S
|
R
|
|||||
49
|
Integration
of Motor & Controller
|
A,
R
|
S
|
[1]
|
|||||
50
|
Insert
Current Sharing in Controller
|
A,
R
|
S
|
[1]
|
|||||
51
|
Battery
Box Integration
|
I,
S
|
A,
R
|
I,
R?
|
|||||
52
|
Modify
based on agreed upon changes for performance
|
A
|
S
|
||||||
53
|
Reduce
size of thermal area for less performance at lower ambient
|
A,
R
|
S
|
[1]
|
|||||
54
|
Bearing
Arrangements of Motor
|
A,
S
|
R
|
||||||
55
|
Can
number of power devices in controller be reduced
|
A,
R
|
S
|
[1]
|
|||||
56
|
Cost
Reduction
|
||||||||
57
|
DFM
& DFA Analysis 1
|
||||||||
58
|
BOM
Analysis
|
||||||||
59
|
In-depth
cost analysis of production as design Exists
|
A,
R
|
C,
S
|
I
|
|||||
60
|
Highlight
"High Cost components" - Part selected, Quantity
|
A,
R
|
C,
S
|
I
|
|||||
61
|
Trade-off
matrix: Alternative Parts & Qty vs. Performance
|
A,
R
|
C,
S
|
||||||
62
|
Method
of Manufacturing & Processes
|
16
Tasks
|
XxXxx
|
M&M
|
Vendor
|
Notes
|
|||||
63
|
Mechanical
Based Items such as castings
|
A,
S
|
R
|
I
|
|||||
64
|
Electrical
Based Items such as PCBs & Circuits
|
A,
R
|
S
|
I
|
|||||
65
|
Tradeoff
matrix: Method and configuration vs. Performance
|
A,
R
|
C,
S
|
||||||
66
|
Design
Iteration 1
|
||||||||
67
|
Overall
control of design
|
A,
R
|
C,
S
|
||||||
68
|
Implement,
perform and do design modifications
|
||||||||
69
|
Mechanical
including FEA/ Thermal analysis
|
C,
S
|
A,
R
|
||||||
70
|
Electrical/
Electronics
|
A,
R
|
C,
S
|
||||||
71
|
Vehicle
Interface and integration
|
A,
C
|
R,
S
|
||||||
72
|
Manufacture
Prototype (Lot 1) based on new designs (EP)
|
A,
R
|
C,
S
|
||||||
73
|
Mechanical
Parts
|
A,
S
|
R
|
||||||
74
|
Electrical
Parts (PWB's, PCB,s)
|
A,
R
|
S
|
||||||
75
|
Assembly
of Prototypes Lot 1 (~3-5 units)
|
A,
R
|
May
be scrapped
|
||||||
76
|
Bench
Testing and Evaluation
|
A,
R
|
|||||||
77
|
Testing
on Platform
|
C,
S
|
A,
R
|
||||||
78
|
Design
Iteration based on feedback from Xxx 0
|
||||||||
00
|
XXX
& XXX Xxxxxxxx 2
|
||||||||
80
|
BOM
Analysis
|
A,
R
|
C,
S
|
I
|
|||||
81
|
Manufacturing
Process Analysis
|
A,
R
|
C,
S
|
I
|
|||||
82
|
Assessment
of Targets and Goals
|
C,
S
|
A,
R
|
||||||
83
|
Manufacture
Prototype (Lot 2) based on final designs (PP)
|
A,
R
|
C,
S
|
||||||
84
|
Mechanical
Parts
|
A,
S
|
R
|
||||||
89
|
Electrical
Parts (PWB's, PCB,s)
|
A,
R
|
S
|
||||||
90
|
Assembly
of Prototypes (5 units)
|
A,
R
|
|||||||
91
|
Bench
Testing and Evaluation
|
A,
R
|
|||||||
92
|
Testing
on Platform
|
C,
S
|
A,
R
|
||||||
93
|
Life
Cycle Testing
|
C,
S
|
A,
R
|
||||||
94
|
Delivery
to M&M for vehicle integration
|
C,
R
|
A,
S
|
||||||
95
|
Vehicle
Integration (EP 2)
|
A,S
|
C,R
|
||||||
96
|
Final
Documentation – Collation and hand over to M&M
|
C,
R
|
A,
S
|
||||||
97
|
System
model & simulation
|
A,
R
|
C,
S
|
||||||
98
|
Solid
models
|
A,
R
|
C,
S
|
||||||
99
|
Drawings
|
A,
R
|
C,
S
|
||||||
100
|
Design
notes
|
A,
R
|
C,
S
|
||||||
101
|
BOM
|
A,
R
|
C,
S
|
||||||
102
|
Bought
out component specification and source
|
A,
R
|
C,
S
|
||||||
103
|
Production
system Verification Stage (VP/PP)
|
||||||||
104
|
Delivery
of 25 EP Systems
|
A,R
|
C,S
|
||||||
105
|
Integration,
Testing and release of EP Platforms
|
C,
S
|
A,
R
|
||||||
105
|
Delivery
of 25 PP Systems
|
A,R
|
C,S
|
17
Tasks
|
XxXxx
|
M&M
|
Vendor
|
Notes
|
|||||
106
|
Integration,
Testing and release of PP Platforms
|
C,
S
|
A,
R
|
||||||
107
|
Field
support of EP/PP platforms (upto as in Agreement)
|
|
C,
S
|
|
A,
R
|
|
|
18
CONFIDENTIAL
PORTIONS OF THIS AGREEMENT DESIGNATED BY ASTERISKS HAVE BEEN OMITTED AND FILED
SEPARATELY WITH THE COMMISSION PURSUANT TO A REQUEST FOR CONFIDENTIAL
TREATMENT.
Appendix
II
DTS
Unit Costs & Tooling Costs
Anticipated Quantities
|
DATE
|
Product
State
|
Projected unit
cost ($)
|
Tooling ($)
|
$/unit w-tooling
amortization
|
|||||||||||||
10
Units for DFM/DFA support & verification
|
June
- Sept 2009
|
C-EP
|
$ | * | $ | * | $ | * | ||||||||||
50
units
|
||||||||||||||||||
25
units EP
|
Sept-Jan
2009
|
EP
|
$ | * | $ | * | $ | * | ||||||||||
* 25
units PP
|
Jan.
- Mar. 2010
|
PP
|
$ | * | $ | * | $ | * | ||||||||||
* 100 units per month
for 1 year
|
June
2010 - June 2011
|
JOB1
|
$ | * | $ | * | $ | * | ||||||||||
*
Price based on commiment of full JOB1 by SEPT 2009
|
Sub-Total
|
$ | * | |||||||||||||||
TOOLING & ASSEMBLY
NOTES
|
qty
|
$/ea
|
Extended
|
|||||||||||||||
[1]
- Based on Manufacturing and Assembled in USA
|
Stencils
|
6 | $ | * | $ | * |
Iteration
1&2:
Addressing
known/found
issues
|
|||||||||||
**
Potential to get part supply support from India and reduce per unit
costs
|
Solder
masks
|
6 | $ | * | $ | * |
Iteration
1&2
|
|||||||||||
Stamp
Tool
|
1 | $ | * | $ | * |
Punch
|
||||||||||||
Machining
Fixtures
|
2 | $ | * | $ | * |
Stator,
Cases
|
||||||||||||
Soft
Tool Coils
|
1 | $ | * | $ | * | |||||||||||||
Rotor
assembly fixture
|
1 | $ | * | $ | * | |||||||||||||
Copper
Tooling (Bus bars)
|
4 | $ | * | $ | * | |||||||||||||
$ | * | |||||||||||||||||
[2]
- Assembled in USA - Most parts from intended manufacturing processes from
India and/or China
|
Stencils
|
6 | $ | * | $ | * |
Iteration
3: Final Layout
|
|||||||||||
Solder
masks
|
6 | $ | * | $ | * |
Iteration
3:
|
||||||||||||
Castings
|
4 | $ | * | $ | * |
2x
motor, 2x controller
|
||||||||||||
stamping/press
|
1 | $ | * | $ | * |
Motor
(vane)
|
||||||||||||
Copper
Tooling (Bus bars)
|
4 | $ | * | $ | * | |||||||||||||
Molds
|
3 | $ | * | $ | * |
Motor
phase,
Controller
phase & Bat
|
||||||||||||
Assembly
jigs
|
3 | $ | * | $ | * |
Stator
2x, rotor
|
||||||||||||
Misc.
Go No-Go Gages
|
2 | $ | * | $ | * |
Motor
1x, 4x controller
|
||||||||||||
Test
fixtures
|
5 | $ | * | $ | * |
Motor
1x, 4x controller
|
||||||||||||
$ | * | |||||||||||||||||
[3] -
Predominantly Manufactured in China under XxXxx with Final Assembly/top
level testing in India
|
Stencils
|
3 | $ | * | $ | * |
Iteration
4: Correction
of
errors
|
|||||||||||
Solder
masks
|
3 | $ | * | $ | * |
Iteration
4:
|
||||||||||||
Castings
|
2 | $ | * | $ | * |
Motor
(doghouse) &
or
add-ons and mods
|
||||||||||||
Forging
|
2 | $ | * | $ | * |
rotor,
shaft
|
||||||||||||
stamping/press
|
9 | $ | * | $ | * |
Motor
(vane, phase
leads),
Controller ( 4x
bus
bars)
|
||||||||||||
Molds
|
3 | $ | * | $ | * |
Motor
phase,
Controller
phase & Bat
|
||||||||||||
Assembly
jigs
|
1 | $ | * | $ | * | |||||||||||||
Misc.
Go No-Go Gages
|
3 | $ | * | $ | * |
Motor
1x, 4x controller
|
||||||||||||
Test
fixtures
|
2 | $ | * | $ | * |
2x
Controller
|
||||||||||||
$ | * |
19
Appendix
III
Anticipated Travel
Costs
Avg. Est. $/ea.
|
Qty
|
Extended
|
Notes:
|
||||||||||
TRAVEL
|
|||||||||||||
Travel
to India (Mngmt)
|
2000
|
8 | $ | 16,000.00 |
On
average 2 every 3 months
|
||||||||
Travel
to India (tech.)
|
2000
|
6 | $ | 12,000.00 |
2
people per trip, 3 criticals
|
||||||||
Travel
to India/Manuf (QC / Process)
|
2000
|
2 | $ | 4,000.00 |
On
average 1 every 3 months
|
||||||||
Travel
to vendors/sources
|
2600
|
2 | $ | 5,200.00 |
To
vendors for spms plus MI&E
|
||||||||
Misc.
Domestic
|
500
|
4 | $ | 2,000.00 |
Vendors
& subs
|
||||||||
$ | 39,200.00 |
20
Appendix
IV
NON-DISCLOSURE
AGREEMENT
Xxxxx
Mobility, Inc.
00000
Xxxxxxxx Xxxxx – Xxxxx 000
Xxxxxxx,
Xxxxxxxx 00000 – USA
Tel:
(000) 000-0000
Fax:
(000) 000-0000
THIS
AGREEMENT, by and between XxXxx Mobility, Inc. and M&M, shall have
an effective date of ____, 2009.
WITNESSETH
WHEREAS,
the parties are desirous of exchanging information relative to the information
and data relative to Electric Motor, Motor Controller and Aspects of Motor
Controls design, development and production, and in the performance of contracts
between the paries with regard thereto.
WHEREAS, one party (OWNER) may disclose to the other party (RECIPIENT)
certain information pursuant to this Agreement which the owner deems
CONFIDENTIAL or PROPRIETARY.
NOW,
THEREFORE, for and in consideration of the promises and mutual covenants herein
set forth, and other vauable consideration, the receipt and sufficiency of which
is hereby acknowledged, theparties hereto agree as follows:
1. For a
period of ten (10) years from the time of receipt, RECIPIENT: (i) shall not
disclose any information it receives from OWNER that is marked
CONFIDENTIAL or PROPRIETARY (or comparable legend) or
which OWNER has otherwise indicated in writing to RECIPIENT
is CONFIDENTIAL or PROPRIETARY to anyone, including any
other individual, person, firm or
corporation; provided, however the RECIPIENT will restrict
access to CONFIDENTIAL or PROPRIETARY information to such of its
directors, officers, shareholders, members, employees, contractors, affiliates,
representatives, advisors or agents whose access is
reasonably necessary for the purpose
of exchanging such information pursuant to this Agreement; (ii shall
not use the information for its own benefit except as provided herein; and shall
use the same degree of care to avoid disclosure or use of such
information as RECIPIENT employs with respect to its own confidential or
proprietary information of like importance. Each person who receives
CONFIDENTIAL or PROPRIETARY infomation as permitted by this Agreement, shall be
informed by RECIPIENT of its CONFIDENTIAL
or PROPRIETARY nature, shall be directed to treat such
information confidentially, shall agree to abide by the provisions of
this Agreement and shall be bound by the provisions and obligations of this
Agreement.
21
2.
|
Information
shall not be deemed CONFIDENTIAL or PROPRIETARY and RECIPIENTshall
have no obligation with respect to such information which: is or becomes
part of the public
domain without a breach of this Agreement by the
RECIPIENT:
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a)
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was
at the time of receipt otherwise known to the RECIPIENT as evidenced by
written records or other writing in existence prior to
the time of receipt and kept in the ordinary
course of business by the RECIPIENT or by actual proof of use by the
RECIPIENT prior to the disclosure by the
OWNER;
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b)
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subsequently
is developed, independently or without reference to or use of the
CONFIDENTIAL or PROPRIETARY information, by an employee of
the RECIPIENT to whom said information was not divulged either
directly or indirctly by the
RECIPIENT;
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e)
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becomes
known or available to the RECIPIENT from a party or parties other than the
OWNER without a breach of this Agreement by the RECIPIENT, provided that
to the RECIPIENT’s knowledge after reasonable inquiry, such party is not
and was not bound by a duty of confidentiality to OWNER regarding the
CONFIDENTIAL or PROPRIETARY information;
or
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f)
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is
disclosed in accordance with the written approval of the
OWNER.
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3.
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In
the event tat the RECIPIENT is legally compelled, by subpoena, deposition,
interrogatories, request for production of documents, court or
administrative order, civil investigative demand or otherwise to disclose
any CONFIDENTIAL or PROPRIETARY, the RECIPIENT shall provide OWNER with
prompt written notice of such requirement or request so that OWNER may
seek a protective order, other appropriate remedy and/or waive of
compliance with the terms of this Agreement. If such protective order or
other remedy is not obtained or if such a waiver is provided, RECIPIENT
agrees to furnish only that portion of the CONFIDENIAL or PROPRIETARY
information which it is legally required to furnish and to exercise best
efforts to obtain confidential treatment of such CONFIDENTIAL or
PROPRIETARY information.
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4.
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Each
party respectively appoints the below identified person as its Data
Control Coordinator for the receipt and dispatch, on its behalf, of all
CONFIDENTIAL or PROPRIETARY information it receives from or discloses to
the other party pursuant to this Agreement. Each party reserves the right
to change its Data Control coordinator by giving the other party notice in
writing of the name and address of its newly appointed Data Control
Coordinator.
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On behalf
of XxXxx Mobility,
Xxxx
Xxxxxxxx, 00000, Xxxxxxxx Xxxxx,Xxxxx
000
Xxxxxxx,
Xxxxxxxx 00000
On behalf
of Mahindra and Mahindra Ltd
Xxxxx
Xxxxxxx, Head of Engineering and Development
22
5.
|
In
the event CONFIDENTIAL or PROPRIETARY information is orally disclosed, the
OWNER thereof agrees to notify RECIPIENT of such
oral disclosure, and reduce same to writing or other tangible
media within thirty (30) days of such oral disclosure, referencing the
place and date thereof, and the names of employees of RECIPIENT to whom
such oral disclosure was
made.
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6.
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All
tangible information delivered hereunder whether written or in any other
tangible media shall be and remain the property of OWNER and all such
information, and any copies thereof, shall be promptly returned to OWNER
upon written request, or destroyed at OWNER’s
option.
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7.
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In
the event any information disclosed hereunder bears a Military Security
Classification, the provisions of the Department of Defense Industrial
Security for Safeguarding Classified Information shall be appropriately
complied with by each party, provided, however, that the RECIPIENT shall
provide the OWNER evidence of its security clearance and the level thereof
before receiving any classified
information.
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8.
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There
are no understandings, agreements or representations expressed or implied,
which are not specified herein. This Agreement may not be
amended except in writing signed by duly authorized representatives of
both parties hereto.
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9.
|
The
parties hereto agree that this Agreement shall be governed for all
purposes by the law of the Commonwealth of
Virginia.
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10.
|
Nothing
contained in this Agreement shall be construed as granting of conferring
any rights whatsoever to or upon the RECIPIENT by license of
otherwise, expressly, implicitly, or otherwise, for any patent,
issued or pending, invention, discovery, improvement, trade secret, or any
other intellectual property, owned or controlled, made, conceived, or
acquired, prior to or after the date of this
Agreement.
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11.
|
This
Agreement may be executed in counterparts, each of which is an original
and both of which , taken together, constitutes a single
instrument.
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12.
|
This
Agreement shall be binding upon and inure
to the benefit of the parties hereto andtheir
successors and assigns. Notwithstanding the foregoing,
neither party shall assign any
of its rights or obligations hereunder without the written consent of the
other party.
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13.
|
Either
party may terminate this Agreement prospectively,
by written notice to the otherparty
at the address indicated at the beginning of this Agreement, or at such
other address as a party may y notice hereafter specify, without liability
to the other party. In no event shall termination of this Agreement affect
obligations under this Agreement already in effect. This Agreement shall
terminate two years after the date of this Agreement. Notwithstanding such
termination, the obligations of each of the parties concerning
nondisclosure in this Agreement shall terminate five (5) years following
receipt of the CONFIDENTIAL or PROPRIETARY
information.
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14.
|
If
any provision of this Agreement is found unreasonable or unenforceable by
a court or competent jurisdiction, that provision shall be severed
therefrom to the extent consistent with the overall meaning hereof, and
the remainder of this Agreement shall continue in
effect.
|
IN
WITNESS WHEREOF, the parties have caused this Agreement to be executed by their
duly authorized representative as of the Effective Date
hereof.
23
For
XxXxx Mobility Inc
By: Xxxx
Xxxxxxxx
/s/Xxxx Xxxxxxxx
|
|
Title:
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President
|
Date: 9/
June / 09
For
Mahindra and Mahindra Ltd
By:
/s/Xxxxx Xxxxxxx
|
|
Title:
|
EVP,
Head of Engineering &
Development
|
Date:
09/06/09
24