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right of Coda, nor shall this Agreement gran[ Recipient any rights in or to Coda's Confidential Information except as expressly se[ forth herein; provided, however, that in the event that Recipient and Coda enter into a commercial relationship pursuant [o which Recipient modifies or improves any of its products for incorporation into a Coda electric vehicle, then Recipient agrees that Coda will be granted a perpetual worldwide royalty free license (with the right to modify, improve and sublicense) in and to any improvements, enhancements, or modifications made by Recipient in connection with such engineering or manufacturing, in existence prior to modifications, enhancements, or improvements- 11. No Warranty. ALL CONFIDENTIAL INFORMATION IS PROVIDED "AS LS_" CODA MAKES NO WARRANTLES, EXPRESS, IMPLIED OR OTHERWISE, REGARDING THE ACCURACY, COMPLETENESS OR PERFORMANCE OF THE CONFIDENTIAL., INFORMATION. 12. Return of Materials. All documents and other tangible objects containing or representing Coda's Confidential Information, and all documents and things prepared or developed by Recipient in connection with or pursuant to the Agreement including, but not limited to, the Intellectual Property ("Work Product"), shall remain [he exclusive property of Coda_ Coda shall have the right to use such Work Product for any purpose without any additional compensation to Recipient. All original and copies thereof that are in the possession of Recipient shall be promptly returned to Coda upon Coda's request. 13. No Export. Recipient shall not export, directly or indirectly, any technical data acquired from Coda pursuant to this Agreement or any product utilizing any such data to any country for which the U.S. Government or any agency thereof at the time of export requires an export license or other government approval without first obtaining such license or approval. 14. Remedies- Recipient agrees [ha[ its obligations hereunder are necessary and reasonable in order to protect Coda and Coda's business, and expressly agrees that monetary damages would be inadequate to compensate Coda for any breach by Recipient of any covenants and agreements set forth herein. Accordingly, Recipient agrees and acknowledges that any such violation or threatened violation will cause irreparable injury to Coda and that, in addition to any other remedies that may be available, in law, in equity or otherwise, Coda shall be entitled to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach, without the necessity of proving actual damages or posting bond. I5. Miscellaneous- This Agreement shall be governed by the laws of the State of California, without reference to its conflict of laws principles. Any suit to enforce this Agreement shall be brought exclusively in Orange County, California and the parties hereby submit to the personal jurisdiction of such courts and waive any venue objection. "Phis document contains the entire agreement between the parties with respect to [he subject matter hereof. Any failure [o enforce any provision of this Agreement shall not constitute a waiver thereof or of any other provision hereof. This Agreement may no[ be amended, nor any obligation waived, except by a writing signed by both parties. In the event any term of this Agreement is found by any court to be void or otherwise unenforceable, the remainder of [his Agreement shall remain valid and enforceable as though such term were absent upon the date of its execution. Neither party may assign this Agreement without the express written consent of the other party, and any prohibited assignment shall be void; provided that Coda may assign [his Agreement in connection with a merger, acquisition or sale of all or substantially all of its assets. This Agreement shall bind and inure [o the benefit of the parties and their successors and permitted assigns. This Agreement may be executed in two identical counterparts, each of which shall be deemed to be an original and all of which taken together shall be deemed to constitute the Agreement when a duly authorized representative of each party has signed a counterpart. IN WITNESS WHEREOF, [he parties have executed [his Agreement as of the Effective Date. Coda Automotive, Inc. /.lt941 J1 ?lA?l? (S?gna[ure) ?.?1 l?? ???Ttyc?1= (Pont Name) .l Its ?'`?? ? 1 ee i (Title) 2340 S. Hairfax Avenue l..os Angeles, CA. 90016 l - ls- Zco O-F Sat?,rl-ta ?g mpany - iFOn behalf of an en ' y) (Sign u? (Pr- [Name) Pc3tu\ M ylo.l-?e,,rs (Tithe - if on behalf of an en[iry) ?r-rl.zt I m C .?.r M av? aa? P r (Address) 20 C'?v5 c C?.v??t'ax- ? 1g2c2 (City, Stale, Lip) sc,.?a ?ttia , C? ?to27C?2 (Date) ? ? ? r? - ? z -2-