Fleet Partner Agreement - Clean Fuels Ohio - Test Drive an Electric Vehicle

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FLEET PARTNER AGREEMENT THIS FLEET PARTNER AGREEMENT (the "Agreement") executed this 9th day of May, 2017 (the "Execution Date"), by and between Clean Fuels Ohio, an Ohio non-profit corporation ("CFO"), and The City of South Bend, IN_, a(n) _Municipality (the "Fleet Partner"), either or both of which may be hereinafter referred to as the Party or Parties, respectively. RECITALS A. CFO has been awarded funding by the US Department of Energy (the "DOE") to implement an alternative fuel vehicle ("AFV") demonstration program in Ohio, Michigan and Indiana titled the "Midwest DRIVES Initiative" (the "Demonstration Project"). The terms and conditions of the Demonstration Project are set forth the DOE Assistance Agreement, which is attached hereto as Exhibit A and incorporated herein by reference (the "DOE Agreement"). B. In furtherance of the Demonstration Project, CFO has obtained commitments from Nissan Leaf for one vehicles ("Vehicle Provider") to provide AFVs for use by public and private fleets, pursuant to certain vehicle provider agreements (the "Provider Agreements") and subject to the Vehicle Provider requirements set forth in Exhibit B, attached hereto. C. The Fleet Partner desires to participate in the Demonstration Project through the use of AFV's, and CFO desires to include the Fleet Partner in the Demonstration Project, all on those terms and conditions set forth in this Agreement. PROVISIONS NOW, THEREFORE, for good and valuable consideration, the receipt and legal sufficiency of which are hereby acknowledged, the parties hereto, intending to be legally bound hereby, hereby agree as follows: l . Defined Terms. All capitalized terms not otherwise defined in this Agreement shall have the definition set forth below or as set forth elsewhere in this Agreement: (a) Confidential Information. "Confidential Information" shall mean all Demonstration Project intellectual property, financial statements, books and records, documents, employee data, vendors, customers, marketing studies, strategic plans, profits, costs, pricing, and all other written (or other forms of media) or oral information which a Party and/or its affiliates consider confidential, but shall not include information (i) which was known to the public or in the published literature prior to the disclosure or making available of such information to the receiving Party, (ii) which, subsequent to the time of the disclosure or making available of such information to the receiving Party, becomes known to the public or in the published literature through no fault of the receiving Party, (iii) is lawfully acquired by the receiving Party from a third Party who is not in breach of any confidentiality agreement with the disclosing Party with respect to such information, or (iv) which the disclosing Party consents in writing to the receiving Party's disclosure. CO\5010364.2 CO\5189851.1