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

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Intellectual Property. The Fleet Partner acknowledges and agrees that it shall not acquire any ownership of or right or interest to any Demonstration Project Intellectual Property used in connection with or resulting from the Demonstration Project. In the event that Fleet Partner contends that any information being submitted constitutes a Trade Secret under applicable law and is confidential, Fleet Partner is required to clearly and promptly identity to CFO such trade secret prior to the time they are submitted to CFO or incorporated into any deliverable or used in proving any information or report hereunder. 9. Information Sharing. CFO will ensure that Fleet Partner is provided with data collected and if applicable, any final report generated in connection with the Demonstration Project and which pertains to Fleet Partner's use of Demo Vehicle(s) under this Agreement. 10. 10. Term and Termination. (a) Term. The term of this Agreement shall commence on the Effective Date through July 3_1 , 2017 (the "Term."), unless earlier terminated as provided herein. Specific terms for the provision and use of each Demo Vehicle are set forth in Exhibit B (each a Vehicle Term) and any Vehicle Term shall terminate no later than the end of the Term (including as earlier terminated as described below). The Fleet Partner agrees to keep the Demo Vehicles in active use throughout the Term. The Term and Vehicle Term may be extended upon CFO's reasonable request in order to complete any outstanding data gathering relating to the Demonstration Project, but in no case such any extension be for longer than _three_ (_I_) months without the Fleet Partner's consent. (b) Termination for Convenience. CFO shall have the right to terminate this Agreement at any time for any reason or no reason effective upon ten (10) days' written notice to the Fleet Partner. (c) Default by Fleet Partner. CFO shall have the option to terminate this Agreement effective upon written notice to the Fleet Partner upon any of the following events of default: (i) The Fleet Partner commits or permits a breach of, or default in, any of its duties, liabilities or obligations hereunder and fails to fully cure or remedy such failure, breach or default within two (2) days after written notice from CFO to the Fleet Partner specifying the nature of such failure, breach or default; or (ii) The Fleet Partner shall file a voluntary petition in bankruptcy, or shall be adjudicated bankrupt or insolvent, or shall file any petition or answer seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state, or shall seek, consent to or acquiesce in the appointment of any trustee, receiver, conservator or liquidator of the Fleet Partner or of all or any substantial part of its properties (the term "acquiesce," as used herein, being deemed to include, but not be limited to, the failure to file a petition or motion to vacate or discharge any order, judgment or decree providing for such appointment within the time specified by law); or a court of competent jurisdiction shall enter an order, judgment or decree approving a petition filed against the Fleet Partner seeking any reorganization, arrangement, composition, readjustment, liquidation, dissolution or similar relief under any present or future statute or law relating to bankruptcy, insolvency or other relief for debtors, whether federal or state; -4- C015010364.2 0015189851.1