HelioCon Consortium Agreement 12 15 2023 public.pdf

Consortium Agreement for the

Heliostat Consortium

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HelioCon Consortium Agreement

TABLE OF CONTENTS

RECITALS

CHARTER AND MISSION

1. CONSORTIUM MEMBERS AND EFFECTIVE DATES

2. MANAGEMENT AND GOVERNANCE

3. COST SHARING

4. RIGHTS, RESPONSIBILITIES, AND COMPLIANCE

5. APPENDICES

6. NOTICES

7. MISCELLANEOUS

APPENDIX A - CONFLICT OF INTEREST PLAN

APPENDIX B - FOREIGN ENTITY PARTICIPATION PLAN

APPENDIX C - EXPORT CONTROL PLAN

APPENDIX D - INTELLECTUAL PROPERTY MANAGEMENT PLAN

APPEND IX E - DAT A MAN AG EMENT PLAN

APPENDIX F - COMMUNICATIONS PLAN

APPENDIX G - NON-DISCLOSURE AGREEMENTS

APPENDIX H- CURRENT CONSORTIUM MEMBERS

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Consortium Agreement for the Heliostat

Consortium

The Consortium for Heliostat Research ("HelioCon"), is a consortium funded through a combination of awards to the Alliance for Sustainable Energy, LLC ("Alliance") Manager and Operator of the National Renewable Energy Laboratory ("NREL") and National Technology & Engineering Solutions of Sandia, LLC ("NTESS") through Sandia National Laboratories ("SNL") pursuant to the U.S. Department of Energy ("DOE") Office of Energy Efficiency and Renewable Energy ("EERE") Solar Energy Technologies Office ("SETO") 2020-2021 National Laboratory Call for Proposals ("DOE Award"), and public and private funds. This consortium agreement ("Consortium Agreement") sets out the rights and responsibilities of all parties that are performing work for HelioCon. For the purposes of this Consortium Agreement "federal" pertains the United States Federal Government.

RECITALS

HelioCon is a consortium funded under the DOE Award established to address de-risking of U.S.-based Concentrated Solar Power ("CSP") solar field technologies that facilitate high solar fluxes and temperatures for next generation CSP systems in the U.S. and is a critical component of the DOE's 2030 target of 5¢/k:Wh target for CSP technology;

HelioCon will conduct its activities as a consortium of researchers and industry members that collaborate on activities carried out in multiple site locations; and

This Consortium Agreement is intended to implement the terms of the DOE Award and to document the understandings between, and the procedures to be followed by the Consortium Members in furtherance of the goals of HelioCon.

CHARTER AND MISSION

The mission ofHelioCon is to advance the competitiveness of CSP systems within U.S. markets by developing next generation heliostat systems through a nationally coordinated program of early-, mid-, and late-stage applied research.

HelioCon intends to be a nationally recognized, cross-institutional membership organization promoting and facilitating research collaborations with a goal to lower the cost and improve the performance ofheliostat technologies and engage U.S. organizations across the heliostat supply chain as well as organizations or individuals that have a stake in the deployment of current and next-generation CSP systems. Non-U.S. organizations may participate after review and approval in accordance with the Foreign Entity Participation Plan included as Appendix B.

The ASTRI Members have an objective ofreducing CSP (and Heliostat) costs in Australia. It is expected that their participation in HelioCon will improve the maturity of heliostat technology and the heliostat industry in Australia, and globally.

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To establish a successful consortium, HelioCon brings highly qualified, deeply committed researchers, engineers, and related stakeholders together, who will develop and execute an integrated portfolio of collaborative research and development to advance the technical goals of the program. HelioCon consists of research and industry consortium members with experience performing CSP-related research, heliostat system or component engineering, development, and validation, or related processes.

1. CONSORTIUM MEMBERS AND EFFECTIVE DATES

1.1. "Core Members" will include founding members of HelioCon. Such Core

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Members are listed below and may be referred to herein individually as a "Core Member" or collectively as the "Core Members". The original effective date of this Consortium Agreement and the effective date for Core Members shall be the signature date of the last of the Core Members to sign this Consortium Agreement.

1.1.1. The following DOE National Laboratories have received funding for participating in HelioCon directly from the DOE, and will be Core Members upon (i) signing the Consortium Agreement; and (ii) entering into the Core Member Non-Disclosure Agreement (NDA) referenced in Appendix G:

1.1.1.1. Alliance for Sustainable Energy, LLC ("Alliance") manager and operator of the National Renewable Energy Laboratory ("NREL"), under the authority of its prime contract No. DE-AC36-08GO28308 with the DOE, a DOE National Laboratory located at 15013 Denver West Parkway, Golden, CO 80401. The DOE Award identifies Alliance as the lead member for HelioCon therefore Alliance is also referred to herein as the "Lead Member".

1.1.1.2. National Technology & Engineering Solutions of Sandia, LLC ("NTESS"), a limited liability company formed under the laws of the State of Delaware and Operator of Sandia National Laboratories ("SNL") pursuant to its contract No. DE-NA0003525 with the DOE, a DOE National Laboratory located at PO Box 5800, MS-1085, Albuquerque, New Mexico 87185.

1.1.2. The following organizations will be Core Members upon (i) signing the Consortium Agreement; (ii) entering into a subaward with the Lead Member;

and (iii) entering into the Core Member NDA referenced in Appendix G; and may be referred to, collectively, as "ASTRI Members":

1.1.2.1.

1.1.2.2.

The University of Adelaide (ABN 61 249 878 937), a body corporate established pursuant to the University of Adelaide Act 1971, with its principal offices at North Terrace, Adelaide SA 5005, Australia

Commonwealth Scientific and Industrial Research Organisation (ABN 41687119230) a body corporate established pursuant to the Science and Industry Research Act 1949 and having its principal office at CSIRO Black Mountain Science and Innovation Park, Clunies Ross Street, For inf orm ati on al pu rpo se s o nly

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1.1.2.3.

1.1.2.4.

Acton ACT 2601, Australia ("CSIRO") through its Energy Business Unit

The Australian National University whose place of business is located at Lv6 X005 Childers St, Acton ACT 2601 Australia

Queensland University of Technology (ABN 83 791724 622) a body corporate established pursuant to the Queensland University of Technology Act 1998 (Qld) whose place of business is located at 2 George Street, Brisbane, QLD 4000, Australia

1.2. "Consortium Members" will include Core Members and non-Core Member DOE National Laboratories who have signed the Consortium Agreement; as well as any other research institution, for-profit company, non-profit company or organization, university, federal agency, or state agency who have signed the Consortium Agreement and either (i) submitted a research project proposal that was selected for funding in the HelioCon Request For Proposal ("RFP") process and entered into a subaward with the Lead Member, or (ii) entered into a Cooperative Research And Development Agreement ("CRADA") with a DOE National Laboratory. A Consortium Member NDA (referenced in Appendix G) may be signed between the Core Members and any other Consortium Member ifrequested by a party. The list of Consortium Members will be updated and amended as new Consortium Members join and is included as Appendix H - Current Consortium Members. The obligations under this Consortium Agreement shall begin for a new Consortium Member upon signature to this Consortium Agreement after the requirements under Article 2.9 are met.

1.3. The Board of Advisors ("Bo A") shall consist of subject matter experts including technology developers, utilities, component suppliers, or other commercial stakeholders, that are not Consortium Members. The Board of Advisors NDA (referenced in Appendix G) may be signed between the Core Members and a BoA with the appropriate approvals from the Consortium Member(s) whose proprietary information may need to be discussed for HelioCon.

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2. MANAGEMENT AND GOVERNANCE

2.1. The Leadership Team, consisting of representatives from Alliance and NTESS, shall be responsible for the day-to-day management and oversight of HelioCon and shall drive the strategic visions and direction ofHelioCon based on input from SETO, the Board of Advisors, and the Consortium Members. The Leadership Team will work closely with SETO management to direct and monitor HelioCon research and development programs.

2.2. The Leadership Team shall include the Executive Director, the Leadership Team Chair, the Partnerships Director, and Topic Area Leads. All will attend Leadership Team meetings as described in the Appendix F. All ASTRI Members may be invited to Leadership Team meetings, but will not be entitled to vote on Leadership Team decisions.

2.2.1. The Executive Director shall have the full authority to ensure HelioCon responsibilities are met, including providing approval for all budgetary and scope changes. The Executive Director will provide reporting to SETO.

2.2.2. Working directly with the Executive Director, the Leadership Team Chair shall organize and lead leadership meetings. It is anticipated that the Leadership Chair will rotate each year between Alliance and NTESS with Alliance holding the chair position in year 1 of HelioCon.

2.2.3. The Partnerships Director shall oversee all aspects of the HelioCon program including member recruitment, meetings, membership policies and membership engagement.

2.2.4. The Topic Area Leads shall be responsible for strategic planning in their research areas by working with assembled sub-teams.

2.3. The Core Members are responsible for participating in consortium by (i) through the tasks described in their respective DOE Award, subaward or CRADA, developing and disseminating a heliostat cost-reduction roadmap; and (ii) through the tasks described in their respective DOE Award, subaward or CRADA, support Consortium Members with assessment and qualification ofheliostat systems and components (iii) attending meetings as described in the Appendix F (iv) completing all required work under their respective DOE Award, subaward, or CRADA as applicable. Core Members are expected to participate in the Consortium for a period of at least 5 years unless terminated per Article 7.3.

2.4. The BoA will participate in identifying critical research needs, advise and participate in HelioCon organized workshops, provide feedback to HelioCon in support ofheliostat manufacturing growth in the U.S., review HelioCon portfolio and project performance on the development of core capabilities and infrastructure, and help identify and prioritize HelioCon opportunities and capabilities.

2.5. The Project Controller shall oversee all administrative functions ofHelioCon, including project management, financial management, and subaward execution.

2.6. Subject to Article 7.1, the Communications Lead shall oversee the development and implementation of all communications products related to HelioCon. These products may include branding, website, announcements, graphics, and strategic

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2.7. The Agreement and Intellectual Property Lead will be a representative of Alliance's Technology Transfer Office who will oversee partnership activities.

2.8. Alliance shall be responsible for subawards to Consortium Members. Alliance and NTESS shall be responsible for CRADAs to Consortium Members.

2.9. Consortium Members are responsible for (i) attending workshops/meetings as described in the Appendix F (ii) completing all required work under their respective DOE Award, subaward, or CRADA as applicable.

2.10. If the Leadership Team determines a new Consortium Member is to be added to this Consortium Agreement, the Executive Director must notify all AS TRI Members and seek their prior written agreement to the addition of the new Consortium Member to the Consortium Agreement. Each AS TRI Member must respond within 30 days of receipt of notice from the Executive Director under this clause. If all ASTRI Members provides their prior written agreement, then the Executive Director shall ensure the potential new Consortium Member has completed the required agreements to become a Consortium Member, and then the Agreement and Intellectual Property Lead, will facilitate the execution of the Consortium Agreement with the potential new Consortium Member. The Project Controller will update Appendix H and provide the Consortium Agreement including all new Consortium Member's signatures and the updated Appendix H to the Consortium Members quarterly (in the event new members have joined HelioCon). If an ASTRI member has concerns about adding the new Consortium Member, that AS TRI member will negotiate a resolution with the Leadership Team within 30 days of being notified of the possibility of adding the new Consortium Member pursuant to Article 7 .5. If an AS TRI Member does not provide its prior written consent to the addition of the new Consortium Member within 30 days of receipt of notice from the Executive Director, then Executive Director will give notice to that ASTRI Member that the potential dispute be moved to Alternative Dispute Resolution (ADR) pursuant to Article 7.5. By signing this Consortium Agreement, each Consortium Member hereby grants Alliance the right to obtain new Consortium Member signatures on behalf of each Consortium Member to add new Consortium Members to this Consortium Agreement (subject to the requirement to seek the ASTRI Members' prior written agreement as set out in this clause). The Consortium Member's signature to the Consortium Agreement adds them as a Consortium Member and this Consortium Agreement shall not be re-circulated for all Consortium Member's signatures.

2.11. SETO will be involved in the operations ofHelioCon at multiple levels:

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2.11.1. Through communications with the Executive Director and members of the Leadership Team.

2.11.2. Through the annual review and approval of the continuation application for the next year's program funding.

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2.11.3. Requiring frequent and detailed reporting and communication and may request that Leadership Team members provide support for oversight activities.

3. COST SHARING

3.1. "Cost-Share" means in-kind and/or cash contributions provided by a Consortium Member for HelioCon. Cost Share is a requirement of the DOE Award. Under the DOE Award, Cost Share must be at least 10% of the total allowable costs for research and development projects (i.e., the sum of the U.S. Government share, including Federally Funded Research and Development Center ("FFRDC") costs if applicable, and the recipient share of allowable costs equals the total allowable cost of the project) and must come from non-federal sources unless otherwise allowed by law. The amount contributed by individual Consortium Members may vary, as long as the Cost Share provided is allowable, verifiable, cash or in-kind necessary and reasonable for the project, and documented when spent.

3.2. Consortium Members that submitted a research project proposal that was selected for funding in the HelioCon Request For Proposal ("RFP") process should put forward research projects that meet the minimum Cost Share required by the RFP and it should be identified (during the project idea review phase) and committed ( during the proposal submission and review phase). Consortium Members that are entering into a CRADA by contributing Cost Share that is from a non-federal source, should put forward Cost Share that equals at least 20% of the total value of the CRADA. DOE National Laboratories and Consortium Members that are contributing federal funds under a CRADA are not required to commit Cost Share for HelioCon but may (if it comes from a non-federal source).

3.3. As part of participation in HelioCon and due to the collaborative nature of HelioCon, under each subaward or CRADA executed, Consortium Members are legally responsible for contributing their entire Cost Share contributed to a project.

If the subaward or CRADA agreement is terminated prior to the end of the project period, the contributing Consortium Member will be required to contribute at least the Cost Share percentage of total expenditures incurred through the date of termination of any HelioCon project. Each Consortium Member is responsible for managing and reporting their Cost Share contributions to HelioCon and meeting their Cost Share obligation as required in their respective subawards or CRADAs.

3.4. Consortium Members agree to provide Cost Share in accordance with the applicable cost sharing requirements in their respective subaward or CRADAs.

3.5. HelioCon cash Cost Share contributions from Consortium Members are to be spent at a DOE National Laboratory under a CRADA. It is preferable that in-kind Cost Share is provided/performed directly by the Consortium Members. If allowed by a Consortium Member's CRADA or subaward, a Consortium Member may subcontract their work to be performed for HelioCon to other organizations and document and report it as their in-kind Cost Share contribution. Such subcontracted in-kind Cost Share may only be reported for work performed for HelioCon that such Consortium Member is responsible for under their subaward or CRADA. The

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Consortium Member may not claim subcontracted work that is paid for with federal funds as Cost Share.

3.6. Consortium Members agree to provide any required Cost Share reporting and documentation in accordance with the CRADA or subaward, and report on such Cost Share expenditure as required by HelioCon and SETO.

4. RIGHTS, RESPONSIBILITIES, AND COMPLIANCE

4.1. Consortium Members agree to abide by the terms described in their individual subawards or CRADAs executed between a DOE National Laboratory and the Consortium Members for any work, research, or activity performed by a Consortium Member during their participation in HelioCon ("HelioCon Work"), this Consortium Agreement including the policies, plans and procedures that are attached as appendices, and HelioCon agreements executed outside of this Consortium Agreement (all together "HelioCon Terms"). Consortium Members agree to also flow down the applicable requirements of their respective HelioCon Terms to any lower tier subcontractors, partners or licensees.

4.2. It is the goal of the HelioCon program to foster U.S. domestic innovation and economic growth in heliostat system, component, and related industries, and HelioCon research funding is intended to be directed toward U.S. institutions and all work performed in the U.S, and whenever possible, on research projects for which there is U.S. industry support. Accordingly, Consortium Members agree to the Foreign Entity Participation Plan attached in Appendix B, and the Export Control Plan attached in Appendix C.

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4.2.1. If a foreign entity participation waiver is requested, the Executive Director, will work with the foreign entity, Leadership Team and the DOE through the execution of waiver request process outlined in Appendix B.

4.2.2. All work under HelioCon must be performed in the United States and by U.S.

entities, unless a waiver is granted as outlined in Appendix B. This requirement does not apply to the purchase of supplies and equipment, so a waiver is not required for foreign purchases of these items. If required in their respective DOE Agreement, subaward or CRADA, Consortium Members should make every effort to purchase American-made supplies and equipment within the United States unless a waiver is granted. Compliance with the Buy American Act might be applicable and required if specified in a Consortium Member's DOE Agreement, subaward or CRADA unless a waiver is granted.

4.2.3. Export Control. The Consortium Members acknowledge and agree that the data resulting from this research activity is intended to be "fundamental research," which will be broadly shared within the scientific community.

4.2.4. U.S. Manufacturing Plan. Requirements for U.S. Manufacturing are addressed in each Consortium Member's subaward or CRADA.

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4.3. Consortium Members, Board of Advisors, and any Consortium Members' key personnel conducting HelioCon Work ("Key Personnel") will provide a Personal Conflict of Interest Disclosure as described in Appendix A - Conflict of Interest Plan.

4.4. Consortium Members may not use any HelioCon funds to influence or attempt to influence, directly or indirectly, congressional action on any legislative or appropriation matters.

4.5. Consortium Members agree to meet the applicable requirements with regards to quality assurance, inspection, and audit as required in their HelioCon Terms.

4.6. Reflecting the collaborative nature of HelioCon, compliance with HelioCon policies and procedures by Consortium Member representatives is a responsibility of the Consortium Member. Each Consortium Member should ensure that its own established processes for intellectual property management, and management of data and information, publications and communications, conflicts of interest, export control, procurement, foreign entity participation, manufacturing, and licensing are aligned with this Consortium Agreement and its attached plans, policies and procedures.

4.7. HelioCon membership can be revoked if persistent deficiencies in compliance with the responsibilities are not resolved after 30 days from the time a written complaint is provided by the Executive Director to the representative of the Consortium Member in question.

5. APPENDICES

5.1. The following policies, plans, and agreements are attached as appendices and are incorporated by reference. When a Consortium Member signs the Consortium

Agreement they are also agreeing to these appendices as they are a part of the

Consortium Agreement. ND As will be executed outside of this agreement. These reflect HelioCon policies, plans, and procedures. As such they may be subject to change based on DOE guidance to HelioCon. Alliance reserves the right to change these policies, plans, and procedures and will provide 30 days advance notice to all current Consortium Members of any changes prior to implementing any of those changes or modifications. A change will not be binding on a Consortium Member unless they agree to vary this Consortium Agreement accordingly.

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Appendix A - Conflict of Interest Management Plan

Appendix B - Foreign Entity Participation Plan

Appendix C - Export Control Plan

Appendix D - Intellectual Property Management Plan

Appendix E - Data Management Plan

Appendix F - Communications Plan

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Appendix G- Non-Disclosure Agreements (NDA)

Appendix H - Current Consortium Members

6. NOTICES

6.1. All notices and other administrative documents provided in connection with this Consortium Agreement shall be in writing and shall be personally delivered, mailed, emailed or faxed to the Consortium Members whose contact information is as set forth in Appendix H, or as a Consortium Member may hereafter specify in writing to the others.

7. MISCELLANEOUS

7.1. Use of Names and HelioCon Logo.

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7.1.1.

7.1.2.

7.1.3.

Names: No Consortium Member shall use the name of any other Consortium Member in any advertising, press release, third party communication or publicity material with or without reference to HelioCon, or any product or service resulting from HelioCon, without that Consortium Member's prior written concurrence and prior written concurrence of the Communications Manager. Consortium Members agree that such written approval is not required for Alliance, NTESS, or DOE to release Consortium Member's name and a non-confidential abstract for research or U.S. governmental reporting purposes.

HelioCon Logo: The HelioCon logo is owned by the U.S. Department of Energy (DOE) and are specific configurations of visual element and typography. They should not be altered in any way. The U.S. Department of Energy owns the HelioCon logo(s) and has entrusted the Heliostat Consortium Leadership Team with the appropriate use of the logo and its authorized implementation. Use of the HelioCon logo is subject to their approval. The HelioCon logo may not be used as an endorsement, or implied endorsement, of any product, service, or enterprise.

Authorized Usage of the HelioCon Logo:

7.1.3.1. Printed materials or digital marketing for an event that is hosted by the Heliostat Consortium.

7.1.3.2. Printed materials or digital marketing describing an event or program where Heliostat Consortium is a financial or in-kind sponsor.

7.1.3.3. Printed or digital materials describing an ongoing partnership with the Heliostat Consortium where the Heliostat Consortium is providing financial or in-kind support.

7.1.4. Notwithstanding any approval of the Leadership Team of use of the HelioCon logo, each Consortium Member is responsible for ensuring that it does not use the HelioCon logo in a way which implies that it has the authority to make any statement, representation or commitment of any kind on behalf of another Consortium Member, or to take any action that shall be binding on any other Consortium Member.

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7.2. Liability. Liability shall be apportioned as follows: For Consortium Members performing under a M&O contract, subaward, or CRADA, liability shall be as specified in their respective M&O contract, CRADA, subcontract or subaward. For all other purposes under this Consortium Agreement, each Consortium Member is responsible and assumes the liability for its own acts and omissions, to the full extent allowed by law.

7.3. Term and Termination. This Consortium Agreement shall begin as of the original effective date and remain in effect for so long as the DOE Award remains in effect or a date agreed upon by the Leadership Team after the expiration of the DOE Award. DOE National Laboratories have the right to terminate their participation in this Consortium Agreement upon thirty (30) calendar days' written notice to the Executive Director. ASTRI Members' participation in HelioCon is expected to continue for a minimum of 5 years from the effective date of this Agreement, however after the expiration/termination of an AS TRI Member's subaward, such AS TRI Member has the right to terminate their participation in this Consortium Agreement upon thirty (30) calendar days' written notice to the Executive Director.

Unless otherwise agreed upon in writing between the Executive Director and an individual non-Core Member Consortium Member that is participating in HelioCon under a CRADA or subaward, participation in this Consortium Agreement will terminate for that non-Core Member Consortium Member only, when that non-Core Member Consortium Member's subaward or CRADA expires, therefore making them no longer a member to the HelioCon.

7.4. Order of Precedence. Except for the apportionment of liability as specified in above, the relationship between this Consortium Agreement and any HelioCon subaward or CRADA is described in the Intellectual Property Management Plan in Appendix D.

7.5. Dispute Resolution and Governing Law.

7.5.1. It is the parties' practice to try to resolve all contractual issues by mutual agreement, without litigation. Each party hereby agrees to explore all reasonable avenues for negotiations in order to avoid a dispute. Any party to a dispute between Consortium Members may provide written notice to the other party(ies) to the dispute to conduct negotiations for a period not to exceed sixty (60) calendar days.(Any Consortium Members that are not parties to the dispute will be kept reasonably informed of the nature and progress of the dispute under this clause 7.5). After sixty calendar days, if possibilities for negotiations have failed, any party to the dispute shall have thirty (30) calendar days to request that the potential dispute be moved to Alternative Dispute Resolution (ADR). Within fifteen (15) calendar days after receiving a request to move to ADR, if ADR procedures are not acceptable to the non-moving party, a written explanation citing specific reasons for rejecting ADR as inappropriate for resolution of the dispute shall be provided to the moving party. If the parties are unable to agree on the application of ADR procedures to resolve the potential dispute or are unable to satisfactorily resolve the dispute using ADR procedures for a period not to exceed ninety (90) calendar days ( or such longer period as mutually agreed in writing), the parties shall resume the formal process authorized in this clause.

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7 .5 .2. The parties agree that the appropriate forum for litigation of any dispute pertaining to this Consortium Agreement shall be a court of competent jurisdiction as follows:

7.5.2.1. Subject to article 7.5.2.2, any such litigation shall be brought and prosecuted exclusively in Federal District Court; with venue in the United States District Court of California.

7.5.2.2. Provided, however, that in the event the requirements for jurisdiction in any Federal District Court are not present, such litigation shall be brought in a court of competent jurisdiction in the United States District Court of California.

7.5.3. Any substantive issue oflaw in such litigation shall be determined in accordance with the body of applicable law relating to the interpretation and application of clauses derived from Federal Acquisition Regulation (FAR) and the Department of Energy Acquisition Regulation that implement and supplement the FAR. If there is no applicable Federal law, the law of the State of California shall apply in the determination of such issues. Conflict of law provisions shall not determine applicable governing law. Nothing in this clause shall grant a Consortium Member by implication any statutory rights or remedies not expressly set forth in this Consortium Agreement.

7.5.4. There shall be no interruption in the prosecution of the work, and the Consortium Members shall proceed diligently with the performance of this Consortium Agreement pending final resolution of any contractual issues, disputes, or litigation arising under or related to this Consortium Agreement between the parties hereto.

7.5.5. The Contract Disputes Act of 1978 (41 U.S.C. Sections 601-613) shall not apply to this Consortium Agreement; provided, however, that nothing in this clause shall prohibit Alliance, in its sole discretion, from sponsoring a dispute of a Consortium Member for resolution under the provision of its prime contract with DOE. In the event that Alliance so sponsors a dispute at the request of a Consortium Member, the Consortium Member shall be bound by the decision of the cognizant DOE Contracting Officer to the same extent and in the same manner as Alliance.

7.6. Non-assignability. Except as otherwise explicitly permitted herein or as agreed by all the Consortium Members in writing, no Consortium Member may assign any rights or obligations it has under this Consortium Agreement. Notwithstanding, the DOE National Laboratories may assign their rights and responsibilities under this Consortium Agreement to the U.S. Government or any successor-in-interest for management and operation of their DOE National Laboratory.

7.7. Independent Contractors. For purposes of this Consortium Agreement and all effort associated herewith, each Consortium Member shall be, and shall be deemed to be, an independent contractor and not an agent or employee of any other Consortium Member. No Consortium Member shall have the authority to make any statements, representations or commitments of any kind, or to take any action that shall be binding on any other Consortium Member, except as may be explicitly authorized herein or in writing by the Consortium Member to be bound.

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7 .8. Entire Agreement and Amendment. This Consortium Agreement constitutes the entire agreement of the Consortium Members with respect to the subject matter hereof, and all prior negotiations, representations, understandings and agreements are superseded hereby, apart from associated ND As, subawards, and CRADAs executed outside of this agreement.

7.9. Signatures. This Consortium Agreement, and any amendments hereto, may be executed incounterparts, each of which when so executed shall be deemed an original, and all such counterparts shall constitute one and the same instrument. The Consortium Members agree that electronic/facsimile transmissions of this signed Consortium Agreement and any amendments hereto shall be regarded and accepted as if they bore original signatures.

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[Signature pages removed for posting.]

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DEED TO ADD A NEW CONSORTIUM MEMBER

This Deed is made on ___________________________ between

Alliance for Sustainable Energy, LLC (“Alliance”) Manager and Operator of the National Renewable Energy Laboratory (“NREL”)

AND

Sarcos Corp. 650 S. 500 W. Suite 150 SALT LAKE CITY, UT 84101 (“SARCOS”)

RECITALS

A. The Existing Parties are party to the Consortium Agreement the Existing Agreement.

B. SARCOS wishes to become a party to the Existing Agreement.

C. It has been determined that SARCOS should be admitted as a party to the Existing Agreement, pursuant to article 2.10 of the Existing Agreement. Under that article, Alliance is entitled to obtain the signature of SARCOS on behalf of each Consortium Member to add SARCOS to the Consortium Agreement on the terms of this Deed.

AGREED TERMS

1. Interpretation

In this Deed, unless the context indicates otherwise:

a) terms that are defined in the Existing Agreement have the same meaning in this Deed;

b) “Deed” means this deed to add a new Consortium Member;

c) “Effective Date” means the later of the date on which Alliance or SARCOS signs this Deed;

d) “Existing Agreement” means the agreement referred to in Recital A, a copy of which is attached as Schedule 1;

e) “Existing Parties” means those entities that have become Consortium Members under this Agreement in Appendix H added hereto, prior to the date of this deed; and

f) “Parties” means the Existing Parties and SARCOS.

2. Admission of new party

2.1 The Parties agree that on and from the Effective Date:

a) SARCOS will be deemed to be a party to the Existing Agreement as a Non-Core Member;

b) SARCOS agrees to be bound by the terms and obligations of the Existing Agreement as a Non-Core Member;.

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2.2 Notwithstanding clause 2.1(b), the Existing Parties acknowledge that, prior to the Effective Date, SARCOS was not a party to the Existing Agreement and, as such, was not subject to any rights and/or liabilities which may have accrued before the Effective Date.

2.3 For the purposes of the Existing Agreement, the address:

(a) of SARCOS to which all notices relating to the Existing Agreement must be delivered is 650 S. 500 W. Suite 150 SALT LAKE CITY, UT 84101; and

(b) of each of the Existing Parties is as set out in the Existing Agreement or if notified otherwise, then in the manner last notified.

3. General

3.1 Governing Law

This Deed is governed by the law set out in the Existing Agreement.

3.2 Inconsistency

To the extent of any inconsistency between the Existing Agreement and this Deed, this Deed will have priority.

3.3 Counterparts

This Deed may be signed in any number of counterparts. All counterparts will be taken to constitute one instrument.

3.4 Confirmation

The Parties acknowledge that the terms of the Existing Agreement remain unamended and binding on the Parties except to the extent they are varied by this Deed.

EXECUTED BY THE PARTIES AS A DEED

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APPENDIX A - CONFLICT OF INTEREST PLAN

1. PURPOSE

1.1. All HelioCon participants will maintain the highest professional standards and must conduct themselves in accordance with these standards in their relationships with each other, with HelioCon Consortium Members, and with the public.

1.2. This Conflict of Interest ("COi") Plan ("COi Plan") establishes requirements for identifying, disclosing, mitigating and resolving conflicts of interest that arise from activities funded in connection with HelioCon. This COi Plan applies to all Key Personnel, Consortium Members, and BoAs. The Executive Director is responsible for working with BoA individuals to identify, disclose, mitigate and resolve conflicts of interest (PCOis) that may arise for BoA individuals.

1.3. "Organization Conflict of Interest" or "OCOI" means any set of facts that raises an actual, potential, or apparent conflict between a Consortium Member's work performed for HelioCon and other work being performed by that Consortium Member. For example, would the other work result in impaired objectivity, bias or give the Consortium Member an unfair competitive advantage with respect to HelioCon.

1 .4. "Relational Interest" means a Personal Conflict oflnterest of an individual's spouse, children, and parents, siblings, and members of the individual's household. The term also includes anyone with whom the individual has a close personal relationship that could create an appearance of potential favoritism in job-related actions or decisions.

1.5. "Personal Conflict of Interest" (PCOI) occurs when an individual: (i) has a relationship with a third party ( e.g., business associates or a business enterprise, a non-profit organization, foreign or domestic universities, private entities or government, or someone who has a Relational Interest to the individual), and that relationship creates, appears to create, or potentially creates a conflict between the individual's duty of fairness, objectivity, and adherence to HelioCon rules in connection with the individual's assigned role or responsibility or research, and (ii) his/her self-interest or the interests of the third party; or (iii) uses company resources, non-public information, or affiliation with HelioCon for personal purposes or benefit, or uses his/her position at HelioCon for the benefit or gain of third parties.

1.6. The overall goal of this COi Plan is to ensure that all PCOis and OCOis are reported, examined, and resolved in a manner that protects the interests of HelioCon and DOE.

1. 7. This COi Plan is to be interpreted and applied in a manner that achieves the following purposes:

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1. 7 .1. Identification and timely reporting from the Consortium Member to the Executive Director and, when appropriate, DOE, of any set of facts that creates a PCOI or OCOI.

1. 7 .2. Timely actions and resolution of PCOis and OCOis in a manner that is fair to the parties concerned and protects the interests of HelioCon.

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2. ROLES AND RESPONSIBILITIES

2.1. Requirements for Personal Conflict of Interest

2.1.1. "Personal Interest" means any interest of an individual that could be viewed as potentially affecting objective judgment and decision-making in connection with HelioCon. Examples include, but are not limited to, personal financial interests, relationships meeting the definition of a Relational Interest, business affiliates, and social connections.

2.1.2. To the extent reasonably feasible, Consortium Members should ensure their Key Personnel seek to manage Personal Interests in a manner that avoids PCOI concerns.

2.1.3. Each Consortium Member will have procedures in place for identifying, disclosing, and reporting Personal Interests for its Key Personnel. The disclosure and reporting requirements must include initial and ongoing reporting of information, and within 30 days of acquiring a new Personal Interest. Key Personnelare required to comply with all PCOI procedures.

2.1.4. Each Consortium Member will designate an individual Conflict of Interest Administrator ("COi Administrator") to be responsible for collecting information for that Consortium Member. Consortium Members are responsible for providing all positive disclosures of personal interest, conflict of interest reviews, and any resulting Conflict of interest Management Plans ("CMPs") to the Executive Director.

2.1.5. Consortium Members that are DOE National Laboratories will provide positive disclosures of Personal Interest, conflict of interest reviews, and any resulting conflict of interest management plans to their respective DOE Site Offices, along with anything required in other locally established conflict of interest procedures.

2.1.6. Consortium Member will have procedures to review all Personal Interests and determine whether they pose an apparent or actual conflictof interest.

2.2. Requirements for Organizational Conflicts of Interest

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2.2.1. Failure to identify and properly address OCOI issues can significantly damage HelioCon's reputation with research sponsors, DOE, and the research community. Therefore, it is essential that OCOI issues be avoided if at all possible and that they be promptly and fully examined and addressed as soon as they are identified.

2.2.2. Each Consortium Member will implement ( or ensure it has already implemented) procedures to solicit potential OCOI concerns from Key Personnel. These procedures should be designed to identify all current and pending support for Key Personnel related to heliostat research. For each source of support, include:

2.2.2.1. Name of funding source or supporting organization

2.2.2.2. Title ofresearch project

2.2.2.3. Funded Amount, or Budget

2.2.2.4. DOE Award Term

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2.2.3. Procedures will also identify the Consortium Member's current orpending business relationships with companies, organizations, or entities engaged in heliostat research. Additional detail may be requested by the Executive Director to support this information.

2.2.4. Consortium Members are responsible for providing all OCOis, OCOI reviews, and any resulting conflict of interest management plans to the Executive Director.

2.2.5. Consortium Member will submit required information to the Executive Director upon becoming a Consortium Member, and within 30 calendar days of becoming aware of a new potential OCOI, or new or additional facts arise, that potentially create an OCOI that were not disclosed in a previous OCOI for the Consortium Member.

2.2.6. The Executive Director will review Consortium Members' OCOI mitigation plans, in coordination with the Consortium Member as appropriate, and revise mitigation plans if necessary. The Executive Director will involve DOE EERE Contracting Officer as needed.

2.3. Approaches to managing project selection COi for Leadership Team: The reviewers will recommend the selection of HelioCon projects to the Leadership Team.

Leadership team members will be required to recuse themselves in instances where a personal or organizational conflict of interest has been identified. For projects when the subject matter of the proposal involves an elected or waived subject invention from one of the DOE National Laboratories, or one in which the DOE National Laboratory Contractor intends to elect to retain title under the HelioCon Agreement, the DOE National Laboratory will promptly notify the DOE Contracting Officer or DOE Patent Counsel.

2.4. Annual Review and Potential Revisions to this Plan: As necessary, the HelioCon Leadership Team and the Executive Director will periodically review COi management activities, plans and guidelines and make changes, as needed, to this plan and other plans and policies to adhere to best practices.

3. REVIEW OF CONFLICTS OF INTEREST

3 .1. Each Consortium Member will establish ( or ensure it already has in place) a review process to determine whether a potential or actual conflict of interest exists with the heliostat research conducted by the Consortium Member. This review process should include, at a minimum, review by scientific and technical personnel knowledgeable in the research area of heliostat research,as well as review by an appropriate Consortium Member official. Reviewers will determine whether a researcher's Personal Interest is directly related to the HelioCon Work, and if so whether that interest affects the HelioCon research, or is impacted by it, and therefore constitutes a PCOI.

3.2. Should a Consortium Member determine that any of its Key Personnel who are current or proposed HelioCon personnel has a potential or actual conflict of interest related to HelioCon, the Consortium Member should prepare a conflict of interest management plan designed to eliminate or mitigate the conflict of interest. This plan

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4. RECORDS

4.1. Consortium Members are required to maintain records related to any PCOI or OCOI reporting, and resolution as required by the Consortium Member's internal policies, the DOE Award, the HelioCon Consortium Agreement and any other direction provided by DOE through the Executive Director.

5. PROCEDURE FOR MANAGING CONFLICTS OF INTEREST

5.1. When a Consortium Member determines that an individual CMP is required to mitigate a Consortium Member OCOI or a Key Personnel PCOI, that CMP is to be implemented prior to the Consortium Member's expenditure ofHelioCon funds awarded for the HelioCon project. The CMP must specify the actions required to manage the conflict of interest,and must include:

5 .1.1. The role and principal duties of the conflicted Key Personnel;

5.1.2. Details of what the specific COi is;

5 .1.3. Conditions of the CMP (i.e., the specific mitigation measures that will be taken for the identified COi, what corrective actions will be taken shouldthe covered party fail to adhere to the management plan);

5.1.4. How the CMP will safeguard objectivity in the research activity;

5.1.5. Confirmation of the Key Personnel's agreement to the CMP; and

5 .1.6. How the CMP will be monitored.

5.2. The same review process takes place when a Key Personnel reports a new PCOI.

5 .2.1. Typically, a plan might include actions such as: (i) reassigning certain research responsibilities to another individual; (ii) reassignment of supervisory responsibility or line management reporting to another individual; (iii) requiring disclosure to staff and co-researchers or funders of a Management Responsibility or Relational Interest; (iv) requiring supervisory review of proposed actions that could be affected by the conflict; or (v) divestment of a Significant Financial Interest. The existence of a potential or apparent PCOI does not necessarily mean a Key Personnel has acted improperly. However, a failure to report an actual, potential, or apparent conflict, to the designated Consortium Member COi Administrator and to the Executive Director could result in disciplinary action up to and including removal of HelioCon responsibilities from the Key Personnel with a PCOI.

5.3. Consortium Members are responsible for providing all positive disclosuresof PCOI and OCOI, conflict of interest reviews, and any resulting conflict of interest management plans to the Executive Director.

5.4. The Executive Director will review members' PCOI and OCOI mitigation plans, in coordination with the Consortium Member as appropriate, and revise a mitigation

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6. ENFORCEMENT

6.1. Each Member will follow its own procedures for enforcement of its conflicts of interests procedure. In addition, federal regulations may require reports to DOE of any violations of federal regulations and DOE National Laboratory policy.

7. REPORTING TO DOE

7.1. NREL, as the HelioCon Lead Consortium Member, will promptly notify the EERE

DOE Contracting Officer within ten (10) calendar days of becoming aware of any significant COi issues arising at any of the Consortium Members. The notification must include: 1) A copy of the current COi Plan; 2) A detailed description of the COi; and 3) A CMP that contains all the information and actions the applicant/recipient plans to take and has taken in order to manage, eliminate, neutralize, mitigate or otherwise resolve the COi.

7.2. Unless the EERE DOE Contracting Officer indicates in writing within thirty (30) days of receipt of such disclosure that there is a conflict of interest that cannot be mitigated to an acceptable level, the personnel's HelioCon activities may continue, commence or be resumed.

7.3. Consortium Members that are DOE Laboratories will provide positive disclosures of personal interest, conflict of interest reviews, and any resulting conflict of interest management plans as required in applicable conflict of interest policies and procedures.

8. COi PLAN ACKNOWLEDGEMENT AND MONITORING

8.1. Each Consortium Member must certify that they will design and implement procedures ( or already have procedures in place) designed to comply with this

Appendix A - HelioCon Conflict of Interest Management Plan.

8.2. Consortium Members are responsible for monitoring compliance with this COi Plan and any CMP Plans for individual Key Personnel employed by that Consortium Member.

9. STANDARDS OF CONDUCT

9 .1. During the term of the DOE…