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

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(b) Demonstration Project Intellectual Property. Demonstration Project Intellectual Property shall mean any IP directly contemplated by and resulting from the Demonstration Project and the data and information accumulated and gathered in connection therewith. (c) Improvements. ,ovements. "Improvement" shall mean all rights and interest, both tangible and intangible, in or with respect to any improvement, development, enhancement, adaptation or advancement derived from, connected with or relating to the subject IP. (d) IP. "IP" shall mean patents, patent applications, copyrights, trademarks, trade names, trade secrets, know-how, processes, procedures, techniques, designs, inventions, designs, developments, compositions, software, data, information, statistics and all other intangible rights. 2. Inclusion as Fleet Partner. The Fleet Partner hereby agrees to participate in the Midwest DRIVES Initiative, and to use the AFV or AFV's ("Demo Vehicles") set forth on Exhibit B, in the course of its normal fleet operations and in accordance with the terms and conditions of this Agreement and the DOE Agreement. This Agreement and the right and obligations set forth herein are further subject to those terms and conditions and further agreements set forth in Exhibit C. The Fleet Partner has closely reviewed and considered the terms, conditions and provisions of the DOE Agreement and additional terms and conditions set forth in Exhibits B and C, and agrees to be bound by and strictly adhere to them. In addition to those specific requirements and standards set forth elsewhere in this Agreement, the Fleet Partner shall: (a) Promptly meet all schedules and deadlines set forth herein and further outlined in Exhibit C. (b) Comply at all times with all applicable federal, state and local laws, rules, regulations, ordinances, orders and directives, in connection with its use of the Demo Vehicles and performance hereunder. (c) The Demo Vehicles shall be used exclusively in the Territory outlined in Exhibit B.(d) All the Demo Vehicles shall be used only for normal fleet transportation operations consistent with the Fleet Partner's customary business (and for no other purpose) and by the Fleet Partner's employees and any agents expressly authorized by CFO in advance. (e) Ensure that its employees and agents (to the extent authorized) using the Demo Vehicles are (i) properly licensed and certified to operate such Demo Vehicles under all applicable laws and regulations, (ii) experienced, trained and competent to operate the Demo Vehicles and (iii) do not have a criminal history or other history of excessive traffic violations. (f) Make itself reasonably available for consultations, conferences and meetings with CFO personnel and third parties designated by CFO including but not limited to Clean Cities Coalition project partners and CFO contractors including Vision Fleet, to discuss the Demonstration Project and related matters, upon CFO's request. 3. Data. (a) CFO, its partners or agents will be responsible for equipping Demo Vehicles with such data logging equipment as is necessary for conducting the Demonstration Project (the "Data Logging Equipment") and the Fleet Partner shall not acquire any interest in or to such equipment. The Fleet Partner agrees to all terms and conditions of this Agreement pertaining to the use, data reporting and operation of the Data Logging Equipment under this -2- C01501036 4.2 C015189851.1