Preliminary Non Binding Term Sheet

This Preliminary Non-Binding Term Sheet is intended to outline the basic terms and conditions of a proposed transaction between [Your Company Name] ("[Your Company Name]") and [Counterparty Name] ("[Counterparty Name]") regarding the potential collaboration or agreement between the parties. This Term Sheet is for discussion purposes only and does not constitute a legally binding agreement between the parties.

I. Introduction

[Your Company Name] and [Counterparty Name] hereby agree to enter into discussions regarding a potential collaboration or agreement (the "Transaction") to revolutionize the automotive industry through the development of advanced autonomous driving technology.

II. Transaction Overview

1. Parties:

   • [Your Company Name]: A leading provider of automotive components and technology solutions, specializing in safety and performance enhancements.

   • [Counterparty Name]: A startup focused on artificial intelligence and machine learning applications in the automotive sector.

2. Transaction Structure: The proposed Transaction shall involve a strategic partnership wherein [Your Company Name] will provide funding and expertise, while [Counterparty Name] will contribute cutting-edge technology and innovation.

3. Transaction Timeline: The parties anticipate that the Transaction will be completed within six months from the execution of this Term Sheet, subject to due diligence, regulatory approvals, and other customary closing conditions.

III. Transaction Terms

1. Scope of Collaboration: The parties shall collaborate on the development and commercialization of an autonomous driving platform for passenger vehicles, encompassing hardware, software, and infrastructure solutions.

2. Financial Considerations:

   • Funding: [Your Company Name] shall provide $5 million in initial funding for the Transaction.

   • Revenue Sharing: The parties shall share revenues generated from the sale or licensing of the autonomous driving platform on a 60-40 basis, with [Your Company Name] receiving 60% and [Counterparty Name] receiving 40%.

3. Intellectual Property:

   • Ownership: Intellectual property developed or utilized in connection with the Transaction shall be jointly owned by [Your Company Name] and [Counterparty Name], with each party holding equal rights and responsibilities.

   • Licensing: The parties may grant each other non-exclusive licenses to use certain intellectual property rights for the Transaction.

4. Confidentiality: The parties shall maintain the confidentiality of all information shared during discussions and negotiations relating to the Transaction, according to a separate confidentiality agreement to be entered into by the parties.

IV. Exclusivity

1. Non-Binding: This Term Sheet is non-binding and does not obligate either party to proceed with the Transaction.

2. Exclusivity: For twelve months, [Counterparty Name] agrees not to engage in discussions or negotiations with any third party regarding a similar transaction without the prior written consent of [Your Company Name].

V. Governing Law and Dispute Resolution

This Term Sheet shall be governed by and construed by the laws of the State of California. Any dispute arising out of or in connection with this Term Sheet shall be resolved through arbitration by the rules of the American Arbitration Association by a panel of three arbitrators appointed following said rules.

VI. Miscellaneous

1. Expenses: Each party shall bear its expenses incurred in connection with the Transaction unless otherwise agreed in writing.

2. Entire Agreement: This Term Sheet constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

3. Amendment: This Term Sheet may be amended only by a written instrument signed by both parties.

VII. Execution

This Term Sheet may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument. This Term Sheet may be executed electronically and in counterparts, each of which shall be deemed an original, but all of which together shall constitute the same instrument.

IN WITNESS WHEREOF, the parties hereto have caused this Term Sheet to be executed by their duly authorized representatives as of the date first above written.

[Your Company Name]
[Your Name]
[Date Signed]

[Counterparty Name]
[Counterparty Representative Name]
[Date Signed]

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