Addendum to ZEVCredits Agreement
Exhibit 10.32A
Confidential Treatment Requested by Tesla Motors, Inc.
| [Tesla Logo] | [[***] Logo] |
Addendum to ZEV Credits Agreement
This Addendum to the ZEV Credits Agreement (“Agreement”) (“Addendum”) is made this 20th day of February 2009, between and [***], with its principal offices at [***] (“[***]”) and Tesla Motors, Inc., with its principal offices at 1050 Bing Street, San Carlos, California 94070 (“Tesla”) ([***] and Tesla are individually a “Party” and together the “Parties”). All defined terms in the Agreement have the same meaning in this Addendum.
BACKGROUND AND PURPOSE
| 1. | The Parties have entered into the Agreement to transfer certain ZEV Credits earned, or to be earned, by Tesla to [***]. |
| 2. | In the Agreement the Parties anticipate that certain confidential information may be disclosed to their respective employees, contractors, professional advisors, consultants, or prospective investors. |
| 3. | In order to ensure that any disclosed information remains confidential, the Parties have agreed that their respective employees, contractors, professional advisors, consultants, and prospective investors shall have previously executed a document in which such persons have agreed to abide by confidentiality provisions prohibiting the disclosure of confidential information, |
AGREEMENT
NOW THEREFORE, in consideration of the mutual promises contained herein and in the Agreement, and for other good and valuable consideration, the sufficiency of which is hereby
Prior to disclosing to any of their employees, contractors, professional advisors, consultants, or prospective investors (i) the terms of the Agreement, or (ii) any information submitted under a grant of confidentiality (whether express, implied, or pursuant to statute or regulation) to ARB or any ZEV Agency pursuant to the terms of the Agreement, each Party shall confirm that each such person who is expected to receive the confidential information to be disclosed has previously executed a written agreement which prohibits disclosure of such information to any other person.
[***]
| By: | /s/ [***] | Date: | 2/20/2009 | |||||
| Name; [***], Title: [***] | ||||||||
| Tesla Motors, Inc. | ||||||||
| By: | /s/ Craig Harding | Date: | 2/20/2009 | |||||
| Name; Craig Harding, Title: General Counsel and Secretary | ||||||||
| [***] | Information has been omitted and filed separately with the Securities and Exchange Commission. Confidential treatment has been requested with respect to the omitted portions. |
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