[***] 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.
Consignment Services Statement of Work
This STATEMENT OF WORK FOR CONSIGNMENT SERVICES (this SOW) by and between Rivian, LLC (Customer) and Manheim Remarketing, Inc. (Provider) for itself and on behalf of its U.S. auction affiliates (each, an Auction and together with Customer and Provider, the Parties and individually a Party) is issued under and pursuant to the Master Services Agreement, dated as of May 7, 2021 (together with any amendments thereto, MSA) by and between Customer and Cox, an Affiliate of Provider, and sets forth the terms and conditions under which Provider will provide certain auction services and vehicle remarketing services to Customer (the Consignment Services). The Consignment Services are a Cox Service under the MSA. The Commencement Date with respect to the Cox Services identified herein shall be the date on which the Parties execute this SOW below (the Commencement Date) and shall continue in full force and effect for the Service Term. Capitalized terms used in this SOW and not defined herein shall have the meanings ascribed to them in the MSA.
This SOW is intended to apply only to Consignment Services being provided to or for Customer or its designated Affiliates operations in the United States. For purposes of this SOW, any vehicle, motorcycle, or other equipment made available by Customer or its designated Affiliates to Provider for Consignment Services is a Vehicle.
(a) Customer shall provide Provider with Vehicles for sale by Provider at its various Auctions. All Vehicles shall be provided to Provider on a consignment basis, and no title or property rights in any Vehicle shall be transferred until the Vehicle is sold at an Auction. In the event that Customer has consigned a Vehicle for sale at an Auction and the Vehicle sells outside of the Auction, it is Customers sole responsibility to promptly notify Provider of the Vehicles sale and request that the Vehicle be pulled from any Auction sale or online listing. This SOW shall apply to the offering and sale of Vehicles through any physical (Manheim) or online auction or similar sales channel operated by Provider, including Online Vehicle Exchange (OVE) and Simulcast sales, and any mobile or other auction sale that may be sponsored, hosted or operated by Provider or any Auction (whether at an Auction facility or elsewhere).
(b) During the Service Term, Provider may offer or Customer may request changes to the scope of the Consignment Services (each, a Change). To propose a Change, the Party requesting a Change will deliver a written proposal (the Requested Change) to the authorized representative of the other Party specifying the proposed Change and the circumstances, if any, giving rise to the proposed Change.
(i) Provider and Customer will cooperate with each other in good faith in discussing the scope and nature of the Requested Change, including, but not limited to, changes in compensation, if any, the availability of Provider personnel, equipment and other resources, as applicable, to provide such Change and the time period in which such Change will be implemented.
(ii) If the Parties agree to the scope of the Change, and the terms and conditions specifically related to such Change, then the Parties will complete and execute a written change order (Change Order) for the change proposed in the Requested Change, and corresponding amendment to this SOW. Such Change shall not be effective until both the Change Order and corresponding amendment are executed by both Parties. In the event of conflict between the terms of any such Change Order or corresponding amendment and the terms of this SOW, the terms of this SOW shall control, except as specifically set forth in the Change Order.