Sample_Participation_Agreement.pdf

Exhibit E

EXAMPLE OF

PARTICIPATION AGREEMENT

This Participation Agreement (the “Participation Agreement”) is entered into as of the effective date designated on the signature page here (the “Effective Date”) between [Insert Transit] (“Customer” or “Member”) under the SaaS MSA Agreement, _____. (“Company”), and NEORide (“NEORide”).

Customer and Company will be referred to individually as a “Party” and will be referred to collectively as “Parties” within this Agreement.

Customer would like to procure the Services selected pursuant to Section 4 of this Participating Agreement and as delineated in the SaaS and MSA Agreement and Exhibits A-C to the same. Company agrees to provide the Services selected pursuant to Section 4 of this Participation Agreement subject to the terms and conditions of this Participation Agreement.

Now therefore, in consideration of the promises made and exchanged herein, the Parties agree as follows:

1. NEORide, a Regional Council of Governments established pursuant to the authority of

Chapter 167 of the Ohio Revised Code, (“NEORide”) and Company entered into a SaaS and Master Services Agreement between NEORide and Company (the “SaaS and MSA Agreement”) effective August 12, 2025. The SaaS Agreement is attached hereto and incorporated as if fully rewritten in this section as Appendix 1 to this Participation Agreement.

2. The Parties acknowledge and agree that the Services as set out in this Participation Agreement will be subject to the same terms and conditions as the SaaS and MSA Agreement and accompanying Exhibits. For the avoidance of doubt, references in the SaaS and MSA Agreement to the “Agreement” shall also mean this Participation Agreement.

3. Customer confirms that it will abide by all the terms of the SaaS and MSA Agreement.

4. Company will provide the Services selected below by the Customer in Appendix 2 to this

Participation Agreement.

[INSERT CUSTOMER SELECTED SERVICES]

5. The Customer will pay for the Services set out in Section 4 of this Participation Agreement, with payment made within thirty (30) days of Customer’s receipt of periodic Company invoices. For the avoidance of doubt, the Services selected by Customer total (insert annual and/or monthly amount owed).

6. Company and the Customer acknowledge and agree that NEORide incurs no additional cost nor is NEORide liable for any unpaid Customer Charges as specified in this Participation Agreement.

7. The term of this Participation Agreement shall be as follows: [INSERT]. This Participation Agreement may be extended for [INSERT] renewal terms provided Customer within sixty

(60) days of expiry of, as applicable, the base term or the latest renewal term, advises in writing of its intent to exercise its option to renew. This Participation Agreement will be valid for the duration of its base term and if applicable, any renewal terms, through expiry, unless earlier terminated in accordance with this Participation Agreement.

8. A Customer who is a Member and withdraws from NEORide must terminate this Agreement and its participation under this Participation Agreement and the MSA at the earliest time allowed under the MSA or this Participation Agreement, or by the effective date of the Member’s withdrawal from NEORide, whichever occurs first. Contractor and Customer agree that it will take all actions consistent with this section if a Customer withdraws from NEORide.

9. This Participation Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

10. If a Party’s performance of obligations under this Participation Agreement is materially prevented for unforeseen reasons entirely outside of its control including, but not limited to: fire, casualty, lockout, strike, labor conditions, utility or telecommunications provider service interruption, unavoidable accident, riot, war, earthquake, landslides, public health pandemic, disease, hurricane, tornado, unusual weather event based on NOAA records, or other acts of God; telecommunications or utility provider interruption or outage; or by the enactment, issuance, or operation of any municipal, county, State, or federal law, ordinance or executive, administrative, or judicial regulation, order or decree (except that of acting in its commercial or contracting capacity); or by any local or national emergency, the impacted party shall employ all reasonable mitigation measures; to the extent that a Party’s performance remains materially prevented notwithstanding such mitigation, and provided that the Party impacted has provided to the other Party notice within seven (7) days of commencement of event materially impeding performance, such Party shall be excused from performance of this Participation Agreement, and should the impacted Party continue to be materially prevented from performing for a continuous period of forty-five (45) days, this Participation Agreement shall be terminable by either party. Notwithstanding the foregoing, the shall not be relieved from its payment obligations for work performed and services provided up to and including the date of termination.

11. Changes and modifications to this Participation Agreement may be effectuated only by a writing agreed and signed by both Parties.

12. Company shall not be in default because of any delay to the performance of this Participation Agreement if the delay arises from the act or omission of the or its agents or contractors, or other circumstances outside the control of Company, to the extent this cannot be overcome with reasonable mitigation efforts. In each instance, the delay must be beyond the control and without the fault or negligence of Company, which shall provide prompt notice of events anticipated to cause delay impacts. The schedule shall be equitably adjusted subject to Company’s reasonable demonstration of impacts.

13. Customer shall own all rights to all non-algorithmic data obtained by Company from Customer during the Agreement (“Customer Data”). This includes all writings, materials, and products produced by Company in the course of performing this Participation Agreement that are fully comprised of, or portions thereof comprised of, Customer Data.

Company further assigns all copyright interests in the Customer Data to Customer.

Subject to Customer’s rights in Customer Data set forth above, and notwithstanding anything in this Participation Agreement, intellectual property supplied by Company in connection with this Participation Agreement, including customizations, modifications, derivations, updates thereto, and including without limitation as may be provided as part of or in combination with deliverables otherwise furnished in connection with the Agreement, is and remains at all times the intellectual property of Company.

Notwithstanding anything herein to the contrary, it is acknowledged that Company’s services hereunder include furnishing of “software as a service” offerings, with no delivered software or hardware, with such offerings provided on subscription basis solely for the term of the Agreement and subject to payment hereunder. For the avoidance of doubt, it is acknowledged that such hosted software and/or hardware hosting said software, constitute Company software and/or equipment, and intellectual property, and that no right, title and interest in and to such hosted software and/or in and to the hardware utilized to host such software, is being conveyed under the Participation Agreement, with the same remaining the sole and exclusive property of Company. This provision shall survive termination or expiration of this Participation Agreement.

14. In connection with equipment and/or parts provided hereunder, risk of loss will transfer to the Customer upon delivery to Customer property or, if installation of equipment is included hereunder, upon installation, except that where equipment is stored on Customer property prior to installation, risk of loss shall be with the Customer during the period of such storage. Title in equipment or parts shall pass to the Customer upon payment therefor.

15. This Participation Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the State of Ohio, without regard to its conflict of laws principles.

16. Each Party irrevocably agrees that the courts of [insert as agreed with the Customer] shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Participation Agreement or its subject matter or formation (including non-contractual disputes or claims).

17. Notwithstanding Section 14 of this Participation Agreement and any reference to Ohio law in the SaaS and MSA Agreement, Company agrees that the SaaS and MSA Agreement and this Participation Agreement are subject to any limitations and immunities provided by the law of the state that the Customer is based in. This Section shall only apply to Customers based outside the State of Ohio.

SIGNATURES

Each Party hereby represents and warrants to all other Parties that it has the right, power, legal capacity, and authority to enter into and perform its obligations under this Agreement and that the signature and execution of this Agreement have been duly authorized.

Company NEORide