The Confidential Information (as defined in the NDA) of Canoo shall not be disclosed to, nor accessible by, any persons or entities other than VCM employees (including, for the avoidance of doubt, employees of VCM and its Affiliates) and, to the extent a confidentiality undertaking has been entered into, external service providers having a need to know such information in connection with this Term Sheet and the matters contemplated hereunder. VCM will employ information and data security measures appropriate to ensure the segregation of Canoo’s Confidential Information, such that it is only accessible by authorized VCM employees. Prior written consent, which shall not be unreasonably withheld, will be required before disclosure by VCM of Canoo’s Confidential Information to any other persons, including subcontractors of or investors in VCM, or to any other third parties. Notwithstanding the foregoing, VCM shall be entitled to disclose Confidential Information to its auditor, financial and legal advisors (each, “Recipient”), provided that (i) the disclosures be made on a need to know basis only and not on technical details of the Vehicles and (ii) the Recipient is, contractually or by law, bound by confidentiality obligations at least as strict as set out in the NDA.
3.Term. This Term Sheet shall remain in full force and effect until such time as the Parties execute the FA/CMA (the “Term”). The Parties shall endeavor to negotiate and finalize execution of the FA/CMA by September 30, 2021. If a CMA is not executed by November 30, 2021, or such further date agreed in writing by the Parties, this Term Sheet shall automatically expire, without liability. In the event the VCM needs to incur cost before the signing of the FA/CMA, Parties shall agree to a Pre-Contract including relevant payments.
In addition, this Term Sheet may be terminated by either Party: (i) if the other Party materially breaches this Term Sheet and, if such breach is curable, fails to cure such breach within thirty (30) days after being notified in writing to do so; provided, however, such thirty (30) day period may be extended at the non-breaching Party’s sole discretion where the breaching Party provides to the non-breaching Party a plan to cure such breach within fifteen (15) days of the breach and cure notice; or (ii) immediately upon notice to the other Party, if the other Party shall file for liquidation, bankruptcy, reorganization, compulsory composition, dissolution, or if the other party has entered into liquidation, bankruptcy, reorganization, compulsory composition or dissolution, or if the other party is generally not paying its debts as they become due (unless such debts are the subject of a bona fide dispute).
Upon termination, each Party’s continuing obligations hereunder shall expire, except for any obligations which by their nature shall survive the term hereof, including without limitation any rights with respect to IPR or Confidential Information disclosed under the NDA and/or Section 2 hereof.
4.Exclusivity. During the Term, Canoo shall refrain from engaging in any similar simultaneous negotiations or discussions with any other party for the establishment of Canoo’s production facility in Europe.
5.Expenses. Except as otherwise agreed, each Party shall bear its own expenses, costs and fees in connection with the preparation, execution and delivery of this Term Sheet, the CMA, or other definitive agreements. If the discussions among the Parties do not result in the execution of definitive agreements, neither Party shall be liable to the other for any claims, expenses or other obligations, except for approved pre-production expenditures, relating to the discontinuance of discussions or the failure to enter into the FA/CMA or other definitive agreements or any of the transactions contemplated hereby.
6.No Partnership. Nothing herein contained shall constitute a partnership between or joint venture by the Parties hereto or constitute any Party the agent of the others. No Party shall hold itself out contrary to the terms of this Section and no Party shall become liable by any representation, act or omission of the other contrary to the provisions hereof.
7.Third-Party Rights. This Term Sheet is not for the benefit of any third party and shall not be deemed to give any right or remedy to any such party whether referred to herein or not.