The EXA Way Supplement

Side Agreement

Page 268

1. Parties

This Side Agreement (hereinafter referred to as "Agreement") is made and entered into by Company A and Company B, both members of the Joint Venture (JV) currently in the process of submitting a proposal for [Project Name]. Hereafter, Company A and Company B will be referred to collectively as the "Parties."

2. Purpose and Scope of Collaboration

2.1. Targeted Collaboration: The Parties agree to collaborate in the development of advanced technologies in the fields of cyber security on wide area networks (the area of expertise of Company A) and artificial intelligence (the area of expertise of Company B).

2.2. Objective: The goal is to create a smart cyber security capability that automatically detects, identifies, analyzes, and confines cyber intrusions, limiting potential damage to the smallest possible region within a large area network.

3. Confidentiality of the Agreement

3.1. Secrecy: This Agreement and its terms are confidential and shall not be disclosed to other members of the JV or any third parties.

3.2. Protective Measures: The Parties shall take all necessary steps to ensure the confidentiality of the terms and the existence of this Agreement.

4. Joint Development and Innovation

4.1. Collaborative Development: The Parties commit to jointly develop technologies and solutions, integrating Company A's cyber security expertise with Company B's AI expertise.

4.2. Research Commitment: The Parties shall engage in research and innovation to achieve the stated objective of advanced smart cyber security capabilities.

5. Utilization of Skills and Expertise Acquired in JV

5.1. Harnessing JV Expertise: The Parties agree to actively harness and apply the resources, funding, expertise, skills, and experiences acquired through their participation in the JV contract toward the collaborative venture outlined in this Agreement.

5.2. Skill and Knowledge Transfer: The Parties shall ensure a systematic transfer and integration of relevant knowledge and skills obtained from the JV into their collaborative efforts under this Agreement. This includes, but is not limited to, technical knowledge, market insights, operational best practices, and innovative methodologies.

5.3. Compliance with JV Obligations: In harnessing these skills and expertise, the Parties shall ensure full compliance with their respective obligations under the JV contract. This includes respecting any confidentiality agreements, intellectual property rights, and non-compete clauses that may be part of the JV contract. For further clarity, nothing in this Agreement obviates the Parties’ obligations with respect to the JV contract.

5.4. Enhancement of Collaborative Venture: The integration of these skills and expertise is aimed at enhancing the development, efficiency, and effectiveness of the smart cybersecurity capability as envisioned in this side Agreement.

6. Intellectual Property

6.1. Joint Ownership: Intellectual property developed from this collaboration will be jointly owned by the Parties, with specifics regarding licensing, use, and commercialization to be outlined in a separate agreement.

7. Term of Agreement

7.1. This Agreement shall become effective upon the award of the [Project Name] contract to the JV and shall remain in effect until mutually terminated by the Parties.

8. Termination

8.1. This Agreement may be terminated by mutual consent of the Parties at any time. Upon termination, the Parties shall cease all collaborative activities under this Agreement.

9. Governing Law

9.1. This Agreement shall be governed by and construed in accordance with the laws of [Jurisdiction].

10. Conditional Activation of the Side Agreement Based on JV Success

10.1. Dependence on JV Success: The activation and subsequent implementation of this Side Agreement are expressly conditional upon the successful outcome of the JV contract for [Project Name].

10.2. Definition of Successful Outcome: For the purposes of this Agreement, a successful outcome of the JV contract shall be defined as:

  • The JV's winning of the [Project Name] contract.
  • Successful completion of key milestones and deliverables within the JV contract that are deemed critical to acquiring the necessary skills, expertise, and market insights relevant to this Side Agreement.

10.3. Activation Post-JV Success:

  • Upon achieving the successful outcome of the JV contract, the Parties will formally activate this Side Agreement.
  • A review meeting will be convened by both Parties to assess the readiness to initiate the collaborative venture under this Agreement, focusing on the integration of acquired skills and expertise.

10.4. Contingency in Case of Non-success:

  • In the event, the JV does not win the [Project Name] contract, or if the JV fails to meet the critical milestones and deliverables, this Side Agreement will not be activated.
  • Under such circumstances, the Parties may choose to renegotiate the terms of this Agreement or mutually agree to its termination.

10.5. Notification of Activation:

  • The Parties agree to notify each other within [specified number of days] of the JV's successful completion of the [Project Name] contract, or upon realization of the necessary conditions that enable the activation of this Side Agreement.


11. Signatures

Executed by the authorized representatives of the Parties as of the last date written below:

Name: [Name], [Title] Date: [Date]

Name: [Name], [Title] Date: [Date]

***Disclaimer: The information presented in this supplement is for information purposes only. It is not intended, and may not be used, as legal or business advice. The author makes no representations of warranty, accuracy, or fit for purpose of the information herein. Use at your own risk.