[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item (601)(b)(10). Such excluded information is not material and would likely cause competitive harm to the registrant if publicly disclosed.
AMENDMENT TO LETTER AGREEMENT
THIS AMENDMENT TO LETTER AGREEMENT (this Amendment) is made this 6th day of September, 2019 by and between Rivian Automotive, Inc. (together with its subsidiaries, Rivian) and Amazon.com, Inc. (together with its affiliates Amazon). Each of Rivian and Amazon is referred to herein as a Party and together as the Parties.
WHEREAS, Rivian and Amazon entered into that certain commercial letter agreement, dated February 15, 2019, setting forth their respective agreements, including relating to last mile delivery vehicles, cloud services, and other matters relating to their commercial relationship (as amended from time to time, the Letter Agreement);
WHEREAS, [***]; and
WHEREAS, the Parties desire to amend the Letter Agreement as set forth herein to address and clarify the terms of the Letter Agreement as they may relate to the terms of the [***].
NOW, THEREFORE, in consideration of the premises and the mutual covenants set forth herein, the Parties agree as follows:
1.1. A new Section 5.6 is hereby added to the end of the Letter Agreement (immediately following Section 5.5 but before the words [Signature Page Follows]) as follows:
Section 5.6. Additional Agreements. [***].
(a) Except as expressly agreed in writing by Amazon, the Company shall not enter into or perform any agreement, [***], that (i) conflicts with this Agreement or any agreement contemplated by this Agreement, including any LMD Commercial Agreement or other agreement with respect to any Amazon vehicle programs with the Company, including with respect to LMD Vehicles, and/or (ii) creates a preferred or exclusive agreement or relationship with respect or applicable to any Amazon vehicle programs with the Company, including with respect to LMD Vehicles.
(b) To the extent that any services to be provided by [***] to the Company, [***], fall within the definition of Cloud Services, [***], the provisions, processes, and procedures set forth in Section 4 of this Agreement shall take precedence (in time and priority) to the provisions, processes, and procedures set forth in the [***].
(c) Except as expressly agreed in writing by Amazon, no data relating to battery management systems of any vehicles generated through any Amazon vehicle programs with the Company, including with respect to LMD Vehicles, will be included in any data collection, sharing, and analysis agreement or otherwise collected by, shared with, or analyzed by [***] or any other third party.