ATOA Technology Licensing, Transfer & Build A New Business: Terms & Conditions

ATOA TECHNOLOGY TRANSLATION PATHWAYS

TECHNOLOGY LICENSING

Technology → Rights → Product

Obtain defined rights to use ATOA intellectual property.

TECHNOLOGY TRANSFER

Technology → Know-How → Implementation → Product

Obtain technology together with engineering knowledge and implementation support.

BUILD A NEW BUSINESS

Technology → Product → Market → Business

Build a new company, business unit, startup, spin-off, or commercial venture around ATOA technology.

All commercial rights, intellectual-property arrangements, financial terms, responsibilities, and obligations are established through separate written agreements.

ATOA TECHNOLOGY LICENSING, TECHNOLOGY TRANSFER & BUILD A NEW BUSINESS

TERMS AND CONDITIONS

Effective Date: 01 JAN 2024
Last Updated: 08 OCT 2026

These Terms and Conditions govern discussions, evaluations, negotiations, and commercial arrangements relating to ATOA Scientific Technology PVT LTD (“ATOA”) proprietary technologies, intellectual property, technology transfer activities, and new-business opportunities.

The specific rights, obligations, commercial terms, intellectual-property ownership, and responsibilities of the parties will be established in a separate written agreement applicable to each transaction or project.

PART A — GENERAL TERMS

1. Purpose

ATOA develops proprietary engineering technologies, designs, inventions, processes, digital models, engineering methods, and other intellectual property.

ATOA may make selected technologies available through one or more of the following pathways:

Technology Licensing
Rights to use specified ATOA intellectual property.

Technology Transfer
Transfer or provision of technology, engineering know-how, implementation knowledge, and related technical support.

Build a New Business
Collaboration to develop a product, business unit, startup, spin-off, or other commercial venture based on ATOA technology.

These pathways may be used independently or combined.

2. Technology Evaluation

Before entering into an agreement, ATOA and the prospective partner may evaluate:

• Technology maturity.

• Intellectual-property status.

• Technical performance.

• Application suitability.

• Market opportunity.

• Manufacturing requirements.

• Regulatory requirements.

• Development requirements.

• Commercial potential.

• Investment requirements.

Evaluation information may be subject to confidentiality obligations.

3. Confidentiality

Confidential technical, commercial, financial, business, intellectual-property, or other proprietary information exchanged during evaluation or negotiation shall be protected according to an applicable confidentiality agreement or the confidentiality provisions of the final agreement.

Neither party shall use confidential information for purposes outside the agreed evaluation or collaboration.

4. Intellectual Property

Unless expressly agreed otherwise:

• Each party retains ownership of its pre-existing intellectual property.

• ATOA retains ownership of ATOA Background IP.

• The partner retains ownership of its Background IP.

• Access to ATOA technology does not by itself transfer ownership.

• Any ownership or licensing of newly created intellectual property shall be expressly defined in the applicable agreement.

5. No Automatic Rights

Discussion, demonstration, evaluation, receipt of technical information, or participation in an ATOA technology opportunity does not itself grant:

• A patent license.

• Commercialization rights.

• Manufacturing rights.

• Distribution rights.

• Sublicensing rights.

• Ownership of ATOA intellectual property.

• Rights to represent the technology as the partner's own.

Such rights arise only through an applicable written agreement.

6. Technical and Commercial Due Diligence

The prospective partner is responsible for conducting appropriate technical, commercial, legal, regulatory, and intellectual-property due diligence before entering into a transaction.

ATOA will provide information reasonably available within the agreed scope but does not guarantee that all technology, market, regulatory, or commercial risks can be identified during evaluation.

7. Technology Performance

Technology information, simulation results, prototype results, performance data, and engineering estimates are provided for the purposes specified in the applicable agreement.

Actual performance may depend on application, materials, manufacturing, integration, operating conditions, scale, controls, and other factors.

Performance guarantees apply only where expressly stated in the applicable agreement.

8. Regulatory and Safety Responsibility

The partner is responsible for ensuring that products, processes, and applications developed using ATOA technology satisfy applicable laws, regulations, safety requirements, certifications, and industry standards.

ATOA technology does not constitute regulatory approval or product certification unless expressly stated.

9. Third-Party Rights

ATOA may identify technologies incorporating or depending upon third-party intellectual property, software, materials, patents, standards, or other rights.

The rights granted by ATOA do not automatically include third-party rights.

The parties shall identify and address relevant third-party rights as part of the applicable transaction.

10. No Guarantee of Commercial Success

ATOA does not guarantee:

• Market acceptance.

• Revenue.

• Profitability.

• Investment returns.

• Manufacturing cost.

• Production volume.

• Customer adoption.

• Regulatory approval.

• Patent grant.

• Commercial success.

Commercial outcomes depend on technology development, market conditions, execution, investment, manufacturing, sales, distribution, and other factors.

PART B — TECHNOLOGY LICENSING

11. Nature of Technology Licensing

Technology Licensing provides a partner with defined rights to use specified ATOA intellectual property under agreed conditions.

A license may define:

• Licensed technology.

• Licensed intellectual property.

• Field of use.

• Application.

• Territory.

• Term.

• Exclusivity.

• Development obligations.

• Manufacturing rights.

• Distribution rights.

• Sublicensing rights.

• Royalties or other consideration.

• Reporting requirements.

• Performance milestones.

12. License Grant

No license is granted unless expressly provided in a written license agreement.

The license agreement will define the precise rights granted to the licensee.

Any rights not expressly granted remain with ATOA or the applicable intellectual-property owner.

13. Exclusive and Non-Exclusive Licensing

ATOA may offer:

• Non-exclusive licenses.

• Exclusive licenses.

• Field-of-use exclusive licenses.

• Territory-specific licenses.

• Application-specific licenses.

• Strategic licensing arrangements.

Exclusivity, where offered, is subject to the conditions defined in the applicable agreement.

14. Royalties and Commercial Terms

Licensing consideration may include:

• Upfront fees.

• Milestone payments.

• Royalties.

• Minimum annual payments.

• Equity participation.

• Revenue-sharing arrangements.

• Other mutually agreed commercial consideration.

The applicable license agreement will define the commercial structure.

15. Licensee Responsibilities

The licensee is responsible for:

• Developing the licensed application.

• Complying with license restrictions.

• Meeting agreed development milestones.

• Maintaining required records.

• Paying agreed consideration.

• Obtaining required regulatory approvals.

• Ensuring product quality and safety.

• Complying with applicable laws and standards.

16. Improvements

Ownership and rights concerning improvements, modifications, and derivative technologies shall be defined in the applicable license agreement.

No assumption should be made that improvements automatically belong to either party.

17. Termination of License

A license may terminate according to the conditions specified in the license agreement, including expiration, material breach, non-payment, failure to meet agreed milestones, insolvency, or other agreed events.

Upon termination, the licensee's continuing rights to manufacture, sell, distribute, or otherwise use the licensed technology shall be governed by the applicable license agreement.

PART C — TECHNOLOGY TRANSFER

18. Nature of Technology Transfer

Technology Transfer goes beyond the grant of intellectual-property rights.

It may include transfer or provision of:

Technology + Engineering Knowledge + Know-How + Design Information + Prototypes + Implementation Support

Depending on the project, the transfer may include:

• Technical specifications.

• Engineering drawings.

• CAD models.

• Simulation models.

• Design methodology.

• Prototype information.

• Performance data.

• Use Cases

• Manufacturing information.

• Process parameters.

• Testing methods.

• Validation information.

• Technical training.

• Engineering support.

19. Transfer Scope

The exact technology and know-how transferred will be identified in the applicable Technology Transfer Agreement.

Not all ATOA engineering knowledge or background technology associated with a technology is automatically transferred.

20. Transfer and Implementation

Technology Transfer may follow:

Technology Evaluation → Transfer Definition → Engineering Adaptation → Prototype → Validation → Manufacturing → Commercial Deployment

The parties will define which stages are included in the transfer.

21. Technical Support

ATOA may provide technical support during implementation.

Support may include:

• Engineering consultation.

• Design review.

• Simulation support.

• Use case exploration.

• Prototype development.

• Manufacturing guidance.

• Testing support.

• Training.

• Troubleshooting.

• Scale-up support.

The duration and extent of technical support will be defined separately.

22. Manufacturing and Scale-Up

Transfer of a technology does not automatically guarantee successful production at commercial scale.

The receiving party is responsible for establishing suitable manufacturing capability, quality systems, supply chains, production processes, and regulatory compliance unless otherwise agreed.

ATOA may provide manufacturing and scale-up support under a separate scope.

23. Technology Acceptance

Where appropriate, the parties may define technical acceptance criteria for transferred technology.

Acceptance may be based on agreed:

• Technical specifications.

• Demonstration results.

• Prototype performance.

• Testing procedures.

• Manufacturing trials.

• Performance thresholds.

Acceptance criteria must be expressly defined in the applicable agreement.

PART D — BUILD A NEW BUSINESS

24. Nature of the Opportunity

Build a New Business provides a pathway for creating a commercial venture around selected ATOA proprietary technology.

The resulting business may take the form of:

• Technology startup.

• New company.

• Corporate venture.

• New business unit.

• Product line.

• Joint venture.

• Spin-off.

• Strategic commercialization partnership.

25. Business Development Model

A new business may combine:

ATOA Technology + Intellectual Property + Engineering Capability + Partner Resources + Market Opportunity

The partner may contribute:

• Investment.

• Market knowledge.

• Customer access.

• Manufacturing.

• Sales and distribution.

• Operations.

• Business management.

• Product management.

• Industry relationships.

ATOA may contribute:

• Technology.

• Intellectual property.

• Engineering expertise.

• Digital engineering.

• Product development.

• Prototyping.

• Technical know-how.

• Technology transfer.

• Technical support.

26. Business Structure

The parties shall separately agree on the appropriate business structure.

Possible structures include:

• Independent startup.

• Joint venture.

• New business unit.

• Technology spin-off.

• Strategic partnership.

• Licensed technology company.

The structure, ownership, governance, investment, management responsibilities, and commercial rights shall be defined in separate written agreements.

27. Equity and Investment

Where a new business involves investment or equity participation, the parties shall separately agree on:

• Investment amount.

• Equity ownership.

• Valuation.

• Shareholding.

• Governance.

• Funding milestones.

• Investor rights.

• Intellectual-property rights.

• Revenue and profit arrangements.

• Exit provisions.

No equity or investment rights arise merely from discussions or evaluation of an ATOA technology.

28. Intellectual Property in the New Business

The new-business agreement shall specify:

• ATOA Background IP.

• Partner Background IP.

• Licensed technology.

• Transferred technology.

• Newly developed IP.

• Improvements.

• Product-specific IP.

• Ownership and licensing rights.

• Rights after termination or exit.

The creation of a new business does not automatically transfer ownership of ATOA Background IP.

29. Product Development

The parties may establish a development program covering:

Technology → Product Concept → Digital Prototype → Physical Prototype → Validation → Manufacturing → Market Launch

Development responsibilities, funding, milestones, deliverables, and ownership shall be defined in the applicable agreement.

30. Commercial Responsibilities

Unless otherwise agreed, the new business is responsible for its commercial operations, including:

• Market development.

• Customer acquisition.

• Manufacturing.

• Sales.

• Distribution.

• Regulatory compliance.

• Product support.

• Financial management.

• Business operations.

ATOA's continuing role will be defined in the applicable agreement.

PART E — GENERAL COMMERCIAL CONDITIONS

31. Independent Parties

Technology licensing, technology transfer, or new-business discussions do not by themselves create a partnership, joint venture, agency, employment relationship, or other legal relationship.

Such relationships arise only through an executed written agreement.

32. Changes to Scope

Changes to technical scope, commercial structure, territory, application, exclusivity, development obligations, or other material terms require written agreement between the parties.

33. Public Announcements

Neither party shall publicly announce a licensing transaction, technology transfer, partnership, investment, startup, or commercial relationship using the other party's name, trademarks, technology details, or confidential information without appropriate authorization.

34. Limitation of Liability

To the maximum extent permitted by applicable law, ATOA shall not be liable for indirect, incidental, consequential, special, or loss-of-profit damages arising from evaluation, licensing, technology transfer, or new-business activities.

Any specific limitation of liability shall be governed by the applicable executed agreement.

35. Governing Law

These Terms shall be governed by the laws of [India].

Any dispute shall be subject to the jurisdiction of [Bengaluru, Karnataka, India], unless otherwise agreed in the applicable written agreement.

36. Agreement Priority

These general Terms provide the framework for ATOA's Technology Licensing, Technology Transfer, and Build a New Business opportunities.

The executed agreement for a specific transaction shall prevail over these general Terms where there is any conflict.

37. Contact   ATOA Scientific Technology@   ei.tt@atoa.com  or corp.hq@atoa.com