EX-10.16





 Exhibit 10.16 

PURSUANT TO ITEM 601(B)(10) OF REGULATION S-K, CERTAIN PORTIONS OF THIS EXHIBIT HAVE BEEN REDACTED AND, WHERE APPLICABLE, HAVE BEEN MARKED
“[***],” SUCH REDACTIONS ARE IMMATERIAL AND WOULD BE COMPETITIVELY HARMFUL IF PUBLICLY DISCLOSED. 
  

			
	



	  	
		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


 Statement of Work 
  

			
	Author:	  	A. Hief, P. Nicke, B. May
		
	Version:	  	V2.0
		
	Template-ID:	  	MEGLO-TP00096 /1
		
	Status:	  	DRAFT
		
	Last Modified:	  	February 2st, 2018


  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


 TABLE OF CONTENTS 
  


			
	 	 	 
	 1.   Project Summary, Concept and Approach
	 	3
		
	 1.1.   Summary
	 	3
	 1.2.   Contact Information
	 	5
	 1.3.   Definitions
	 	6
		
	 2.  Development Services
	 	7
		
	 2.1.   Requirements
	 	7
	 2.2.   Deliverables
	 	8
	 2.3.   RASIC
	 	9
	 2.4.   Subcontractors
	 	10
		
	 3.   Timeline (Milestones)
	 	11
		
	 4.   Communication
	 	11
		
	 5.   Change Control rules and agreements
	 	12
		
	 6.   Software
	 	13
		
	 6.1.   Use of Third Party Software
	 	13
	 6.2.   Open Source Software
	 	13
		
	 7.   IP-Rights - Ownership, license and Rights of use
	 	14
		
	 8.   Applicable Standards
	 	14
		
	 9.   Acceptance criteria
	 	14
		
	 10.  Fees and Payment
	 	15
		
	 11.  Serial Supply
	 	15
		
	 12.  Warranty
	 	15
		
	 13.  BMW Requirements
	 	16
		
	 13.1.  Rights to BMW Data
	 	16
	 13.2.  Information Security
	 	18
		
	 14.  Term of SOW, Termination
	 	20
		
	 15.  Export Controls
	 	20
		
	 16.  Escalation
	 	21
		
	 17.  System Qualification
	 	22
		
	 18.  Final Provisions
	 	22
		
	 19.  Amendments
	 	23


  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 Statement of Work (“SOW”) 

This Statement of Work (“SOW”) is entered into by and between Magna Electronics Europe GmbH & Co. OHG, located at
Kurfürst-Eppstein-Ring 9, 63877 Sailauf, Germany (hereinafter “MAGNA ELECTRONICS”) and INNOVIZ Technologies Ltd., 15 Atir Yeda Street, Kfar Saba, Israel (hereinafter “INNOVIZ”). 

MAGNA ELECTRONICS and INNOVIZ are hereinafter referred to individually as a “Party” or jointly as the “Parties”. 

MAGNA ELECTRONICS and INNOVIZ agree that this SOW shall be governed by the Joint Development and Master Supply Agreement entered into by and between the
Parties or their affiliated companies dated December 5/7, 2017 (“Agreement”). In the event of a conflict between the terms of the Agreement and the terms of this SOW, the terms of the SOW shall prevail. 

This SOW is valid from the date of the signature of the Agreement (“Effective Start Date”). Project work already performed by INNOVIZ before
signature of the Agreement shall be governed by this SOW. 
 1. Project Summary, Concept and Approach 

 

	1.1.	 Summary 



This SOW describes the services to be performed, schedule, deliverables, terms and conditions, fees and expenses of a project between MAGNA
ELECTRONICS and INNOVIZ for the customer BMW AG (hereinafter “BMW”). 
 The subject-matter of the present SOW is the execution of
the following project (hereinafter the “Project” or “Development Project”): 
 “Long Range LiDAR as a key sensor
to enable autonomous driving and support diverse ADAS functionality” 
  

			
	 with the following key features
	  	
		
	 •  Solid-State Lidar
	  	 •  4 LRF (Laser Range Finder) design for 120° horizontal FOV

		
	 •  High Performance
	  	 •  Native Resolution: 0.1° x 0.1°

		
	 •  Scalable Architecture
	  	 •  Pulsed 905nm

		
	 •  Compact
	  	 •  2D MEMS scanning mirror

		
	 •  Dense point cloud, Object Detection, Tracking &
Classification
	  	 •  Sensitive detector

		
		  	 •  Direct TOF



  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 The Lidar System exists out of [***] 

The Compute Module consists of [***] 

[***] 
 Both modules are directly powered by the vehicle. 

 
  

1 ECU: Electronic Control Unit 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 [***] 

Figure 1: Architecture Lidar System. Optical Module on the left side and the Compute Module on the right side. 

 

	 	•	 	 Note: Some components or design may still change by the agreement of both parties. 



 

	1.2.	 Contact information 



 

							
	 MAGNA ELECTRONICS

	 Name
	  	 Title
	  	 Phone
	  	 Email

	James Kane	  	 Vice President
 Engineering
	  	+1 (248) 265-4409	  	jim.kane@magna.com

  

							
	 INNOVIZ

	 Name
	  	 Title
	  	 Phone
	  	 Email

	Mati Shani	  	Director of Program Management	  	+972-54-5546219	  	matis@innoviz.tech


  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  


	1.3.	 Definitions 



In this SOW the terms defined below shall have the meaning attributed to them as follows unless the context otherwise clearly indicates: 

 

			
	Work Results	  	All substantive and intangible results, both final and preliminary, arising out of the execution of the Project, including, for example, innovations, design drafts, copyright, technical business or trade secrets and including, in
particular, Know-how, proprietary information, documentation, reports, Customized Software, samples, models.
		
	Modular Software	  	Software modules contained within the Development Result, which are or were created by INNOVIZ prior to the commencement of or outside the scope of the Project.
		
	Third-Party Software	  	Software modules contained within the Development Result for which INNOVIZ is itself a licensee and Open Source Software and Free Software.
		
	Customized Software	  	Software modules contained within the Development Result, which INNOVIZ creates as a part of the Development Project.
		
	IP Rights	  	Definition of the Agreement is valid until otherwise agreed.
		
	Milestones	  	Project or quality targets which are the subject of this SOW and, as the case may be, any product readiness agreement the Parties may enter into separately, which targets must be achieved by a defined date.
		
	Software Access	  	Interfaces and options for accessing software and internal data content (such as software-internal memory storage and signals) for purposes of development, remote maintenance, testing, parameterization, updating or general use in
communications between system components or with remote services such as interfaces and functionality such as Telnet access or diagnosis jobs.
		
	Subcontractor	  	Third party engaged by INNOVIZ to undertake realization of the Development Project.


  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 2. Development Services 

 

	2.1.	 Requirements 



The particulars of the development services to be performed by INNOVIZ in realizing the Development Project (hereinafter the “Development Services”)
and the assistance to be provided, where applicable, by MAGNA ELECTRONICS (hereinafter “Contributions to the Development”) are stipulated in 
  

															
	2.1.1. [***]	  	—	  	—	  	—	  	—	  	—	  	—	  	—
								
	2.1.2. [***]	  		  		  		  		  		  		  	
								
	2.1.3. [***]	  		  		  		  		  		  		  	
								
	2.1.4 [***]	  		  		  		  		  		  		  	

 ANNEX 1 is going to be provided in English wording as soon as applicable and subject to further negotiations. 

The Parties shall agree on further requirements, which need to be derived from the BMW requirements (see attached annex) within the first project phase, as
early as reasonably possible. Once agreed in the form of an amendment or next revision of this SOW, such further requirements shall form an integral part of this SOW. 

INNOVIZ shall perform the Development Services referred to in the attached annexes hereof on its own responsibility to the tasks under its RASIC. 

MAGNA ELECTRONICS is entitled to attend the business premises of INNOVIZ during usual business hours by prior agreement, without disruption to INNOVIZ’
business operations, and to inform itself regarding the overall development status of the Project and of test results. INNOVIZ shall permit MAGNA ELECTRONICS to inspect and review the available Work Results (excluding any items relating to source
code) at any time pending prior agreement. Such approval shall not be unreasonably withheld by Innoviz. 
 INNOVIZ shall ensure that, in performing its
services, it shall at all times comply with the applicable legal norms and rules in effect as of the time of performance of its services, irrespective of whether it performs the services directly or indirectly by utilizing Subcontractors in
connection with its performance of the services. To the extent that the Development Result (in particular software) is to be endowed with functionalities which are potentially capable of violating or circumventing legal norms, INNOVIZ must inform
MAGNA ELECTRONICS thereof prior to formal acceptance. 
 INNOVIZ hereby undertakes that, in order to achieve the aims of the SOW, it shall exercise
commercially reasonable care in selecting qualified personnel and monitoring them, and shall use commercially reasonable efforts to ensure continuity of the staffing required throughout the SOW term. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 INNOVIZ shall use commercially reasonable efforts to perform the Development Services and achieve
specifications costs targets and cost requirements agreed in this SOW or any other safety and security and quality requirements which are likewise applicable. INNOVIZ shall exercise commercially reasonable care in performing the Development Services
it is undertaking under this SOW, and shall make use of the most recent state-of-the-art science and technology available to it
and deploy its proprietary knowledge and know-how, both currently existing and gained during the term of this SOW. 
  

	2.2.	 Deliverables 



The following table lists the Deliverables provided as part of this SOW: 
  

	 	•	 	 Products 



[***] 
  

	 	•	 	 Developments Artefacts 



 

	 	•	 	 Innoviz agrees to deliver all ISO 26262 related documentation 



[***]                       
                                         
    [***] 
 Strictly Confidential Disclosure or duplication without consent is prohibited 

Figure 2: Lidar System Architecture with Indication of responsibilities (“CV IP” refers to all Computer Vision applications required by BMW)

 Each party is responsible for their own development tools. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 The requirements & collaboration platforms have to be connected by a well-defined interface.
Interface specification will be created in the first project phase (Gate-1) and documented in the project handbook. 
  

	2.3.	 RASIC 



RASIC between MAGNA ELECTRONICS and INNOVIZ is defined as follows: 
  

					
	 System
	  	 MAGNA
ELECTRONICS
	  	 INNOVIZ

	
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	I
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	I
	 [***]
	  	R	  	S
	 [***]
	  	R	  	S
	 [***]
	  	R	  	I
	 [***]
	  	R	  	S
	 [***]
	  	A	  	R


  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  


					
	[***]	  	A	  	R
	[***]	  	A	  	R
	[***]	  	A	  	R
	[***]	  	A	  	R
	[***]	  	R	  	S
	[***]	  	A	  	R
	[***]	  	S	  	R
	[***]	  	A	  	R
	[***]	  	A	  	R
	[***]	  	A	  	R
	[***]	  	I	  	R
	[***]	  	A	  	R
	[***]	  	S	  	R

  

	2.4.	 Subcontractors 



INNOVIZ shall give advance written notice to MAGNA ELECTRONICS regarding any subcontracting with third parties and their development sites. MAGNA ELECTRONICS
is entitled to object to subcontracting where good cause for such objection is present in respect of the identity of the third party to be engaged or where BMW refuses for good cause the acceptance of such third party. 

In the event of subcontracting by INNOVIZ, INNOVIZ shall bear a duty to carefully select and monitor the third party and to involve that third party in a
suitable fashion in the information and working processes to the extent necessary in order to execute the Development Project. In all cases, INNOVIZ’ engagement of third parties shall have no effect on INNOVIZ’ direct legal responsibility
to MAGNA ELECTRONICS for performing the Development Services contracted for. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 3. Timeline (Milestones) 

Schedule 1: 
  

							
	 Milestone Name
	  	 Magna Due Date
	  	 Innoviz Due Date
	  	 Delivery

	 Gate-1
 Gate-2
	  	 [***]
 [***]
	  	 [***]
 [***]
	  	 -refer to “DIA”

- refer to “DIA”

	Gate-3	  	[***]	  	[***]	  	- refer to “DIA”
	I-200	  	[***]	  	[***]	  	 - B-Sample Optical Module

- Functionality: refer to “Implementation_plan_Lidar”

	I-210	  	[***]	  	[***]	  	 - refer to “Implementation_plan_Lidar”

	Gate-4	  	[***]	  	[***]	  	- refer to “DIA”
	I-290	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-300	  	[***]	  	[***]	  	 - C-Sample Optical Module

- Functionality: refer to “Implementation_plan_Lidar”

	I-310	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-320	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-330	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-390	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	Gate-5	  	[***]	  	[***]	  	- refer to “DIA”
	I-400	  	[***]	  	[***]	  	 - D-Sample Optical Module

- Functionality: refer to“Implementation_plan_Lidar”

	I-405	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-410	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-420	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-430	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	I-490	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	Gate-6	  	[***]	  	[***]	  	- refer to “DIA”
	Gate-7	  	[***]	  	[***]	  	- refer to “DIA”
	I-500	  	[***]	  	[***]	  	- refer to “Implementation_plan_Lidar”
	Gate-8	  	[***]	  	[***]	  	- refer to “DIA”

 Where it becomes apparent that it will not be possible to achieve an Innoviz Due Date, where an Innoviz Due Date is missed or
where any grace period agreed for purposes of achieving a Due Date is missed, INNOVIZ shall inform MAGNA ELECTRONICS immediately and give reason for the delay. 

4. Communication (frequency, methods, etc.) 

The Parties shall by mutual agreement stipulate a reporting process in order to ensure the efficient exchange of information. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 During the initial project phase (Gate-1) both parties will agree on
an exact project interaction setup. Exact methods and cadence will be maintained in the project handbook. Following generic methods shall be applied: 
  

	 	•	 	 regular team meetings 


  


	 	•	 	 jour fixes 


  

	 	•	 	 regular steering boards for development purposes 



 

	 	•	 	 Change control board 


  

	 	•	 	 Workshops 


  

	 	•	 	 Defect tracking meetings 



5. Change Control rules and agreements 

The change control mechanism will be finalized in the first project phase (Gate-1). An
IT-tool based Change Management System is targeted. The mandatory participants shall be defined in the project handbook. Initial baseline shall be the following process: 

[***] 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 Until such time as formal acceptance of the development Work Results takes place, MAGNA ELECTRONICS may at
any time, in its reasonable discretion, and taking into account of INNOVIZ interests, request changes and additions to the Development Project for which it has contracted (hereinafter “Change Orders”). INNOVIZ shall propose changes to
MAGNA ELECTRONICS which it considers necessary or expedient in light of changed legal or other mandatory rules or for other reasons. Without a Change Order or an equal written confirmation by MAGNA ELECTRONICS, INNOVIZ is not entitled to deviate
from the specifications document, in particular not to include additional functions or to change the Work Results without the notification to MAGNA ELECTRONICS. 

To the extent that any change entails an increase or reduction in costs and/or an overrun of a deadline, INNOVIZ shall alert MAGNA ELECTRONICS thereto at the
same time as it makes the change proposal or immediately upon receipt of MAGNA ELECTRONICS Change Order, and shall submit a corresponding contract addendum proposal. Any changes under a Change Order shall be subject to a written agreement acceptable
to both parties, stipulating, among others, the compensation for the additional costs or taking account of the reduced costs and of the Schedule. 

6. Software 
 If and to the extent the
Development Result includes software, then the following provisions shall apply to INNOVIZ: 
  

	6.1	 Use of Third-Party Software 



The use of Third-Party Software shall be disclosed to MAGNA ELECTRONICS in advance. 

MAGNA ELECTRONICS is entitled to object to the use of certain Third-Party Software inserted into the Development Result where good cause for such objection is
present or where BMW refuses for good reason the acceptance of such Third-Party Software. 
 The validity of MAGNA ELECTRONICS’ objection shall in all
cases be limited to the components expressly referenced and to their specific use in line with the INNOVIZ’s application. INNOVIZ shall, at the time of rendering the relevant services, also deliver to MAGNA ELECTRONICS all information and items
of property, including the relevant documentary evidence, which are required in order to verify the rights of use with respect to such components and which are necessary for the provision of such services. 

Where INNOVIZ has actual knowledge of third-party IP rights which may constitute an obstacle to the Development Result envisaged, and for which INNOVIZ is
unable to acquire the necessary licenses, it shall promptly communicate this to MAGNA ELECTRONICS upon learning thereof and shall obtain MAGNA ELECTRONICS’ decision on whether or not to use them. 

 

	6.2	 Open Source Software 



In addition, with respect to the use of Open Source Software, the “BMW Terms and Conditions for the Use of Open Source Software” in effect at the
time of contracting (hereinafter the “OSS Terms and Conditions”) shall govern, and shall constitute a material element of the present SOW. The OSS Terms and Conditions may be downloaded from the following pathway: BMW Partner Portal of the
BMW 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 Group https://b2b.bmwgroup.net /> Departments /> Purchasing – direct material /> Downloads for
quotation /> BMW Terms and Conditions for the Implementation of Open Source Software. Any obligation owed to BMW under the BMW Terms and Conditions for the Use of Open Source Software shall be owed by INNOVIZ to MAGNA ELECTRONICS, and Innoviz
shall otherwise assist or enable MAGNA ELECTRONICS to satisfy the BMW Terms and Conditions for the Use of Open Source Software in respect of Work Product or Deliverables from Innoviz. 

7. IP Rights – Ownership, License and Rights of use 

IP provisions are governed by Section 8 of the Joint Development and Master Supply Agreement between the parties unless extended or updated and agreed in
written form. 
 8. Applicable Standards 

All applicable automotive related standards have to be considered and fulfilled by INNOVIZ 

9. Acceptance Criteria 
 Following
completion of the Development Services for which the Parties have contracted and upon delivery of the Work Results and all other results for which INNOVIZ is responsible under the SOW (including documentation, electronic storage media etc.), MAGNA
ELECTRONICS shall carry out formal acceptance of the Development Result. A formal acceptance process with specific timing for the process will be commonly agreed upon. 

The acceptance criteria are jointly defined with BMW: 
  

	 	•	 	 171010_Implementation_plan_Lidar_v6.xlsx (ANNEX 6) 



Where the SOW envisages multiple individual Projects (e.g. multiple vehicle derivatives), a separate formal acceptance procedure shall be carried out for each
individual Project. The parties shall not conduct any partial formal acceptance within such individual Projects. 
 However, formal acceptance shall be
deferred until such time as INNOVIZ has eliminated any defects which may be ascertained. 
 Elimination of defects/remediation must be carried out promptly.


  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 10. Fees and Payment 

 

											
	 Project Description
	 	 Project Name
	 	 Start of Production
	 	 SOW
	 	 Payment Due Date
	 	 
	 Innoviz to provide InnovizProTM High Resolution 3D LIDAR Sensor to Magna, for
BMW’s Mass Production project, SOP [***]
  
 This quotation refers to the Joint
Development and Master Supply Agreement between Magna and Innoviz, dated December 2017
	 	Lidar BMW L2-G8810	 	Start of production is targeted for July 2021	 	The SOW will be provided in early 2018	 	  
 Down payment [***]

date: 31.12.2017
	 	


											
						
	 Qty
	 	 Item
	 	 Description
	 	 Unit Price

(USD)
	 	 Total Price (EURO)
	 	 
	1	 	Down payment on NRE	 	Payable on start of project, end 2017	 	[***]	 	[***]	 	
						
	1	 	Remaining NRE payment	 	Payable on SOP, targeted for July 2021	 	[***]	 	[***]	 	
	Subtotal	 	[***] 
	Total	 	[***] 

 Innoviz will deliver InnovizOne and not InnovizPro (wording mistake in picture above). 

11. Serial Supply 
 This SOW does not give
rise to any duty on the part of MAGNA ELECTRONICS to engage INNOVIZ to provide serial supply (for vehicle production) in connection with the subject-matter of the SOW. 

Changes by INNOVIZ to the approved Development Result, and in particular to software contained therein, are permitted only with MAGNA ELECTRONICS’s
consent. 
 The prerequisite to any serial supply whatsoever by INNOVIZ to any MAGNA ELECTRONICS Group entity is a signed and written MAGNA ELECTRONICS
purchase order. 
 12. Warranty 

“Warranty Period. [***] 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 13. BMW Requirements 

Innoviz shall comply with the following BMW requirements: 
  

	13.1	 Rights to BMW Data 



a) Within the meaning of these Requirements, “Data” are characters (e.g. numbers, letters or other symbols) or sequences of characters which are
stored electronically, magnetically or in an otherwise not directly perceptible way, or transmitted or documented in any other form (e.g. on paper). Software in source code or object code and the Development Result do not constitute Data within the
meaning of these requirements. E-Mails are no BMW data within the meaning of these requirements. 
 b) Within the
meaning of these requirements, “BMW Data” are Data 
 aa. provided to INNOVIZ by Magna, an entity of the BMW Group itself or via a commissioned
third party, 
 bb. INNOVIZ creates by order of Magna or BMW, 

cc. resulting from processing of data within the meaning of e)cc. in connection with the performance of the services. 

Within the meaning of these requirements, the provision of data is deemed the equivalent of the giving access to Data; the creation of Data is deemed the
equivalent of the collection of Data. 
 c) In relation to INNOVIZ, BMW Group entities are entitled, subject to provisions under data privacy law or other
mandatory provisions of law, to use the BMW Data in their free discretion and without any limitations in geographical, temporal or substantive scope, and in particular, to duplicate, process, provide to third parties or to exploit such BMW Data.

 d) INNOVIZ is authorized 
 aa. to use BMW Data pursuant to
b)aa. and b)bb. to the extent necessary to perform the services, bb. to provide the BMW Data to Subcontractors pursuant to Section b)aa. and b)bb., to the extent this is necessary to perform the services and provided that prior to providing such BMW
Data INNOVIZ has imposed duties on the Subcontractors in line with these requirements, cc. to provide the BMW Data to third parties to the extent necessary based on mandatory rules or orders of courts, public authorities or legal requirements,
always provided that such provision of BMW Data shall be kept as restrictive as possible and INNOVIZ shall inform BMW in writing prior to the intended provision of such BMW Data, unless such notice could not reasonably be given, 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 dd. to provide BMW Data to public authorities or, in the case of a legal dispute with BMW, to the courts, to
the extent it is necessary in order to enforce or to defend its rights, 
 ee. to provide the BMW Data to its consultants bearing a professional duty of
confidentiality (e.g. lawyers, auditors and/or tax advisors) to the extent that this is necessary for the provision of the consultancy services of such consultant and the Contractor ensures that the consultant does not disclose the BMW Data to third
parties or exploit the BMW Data. 
 Rights of INNOVIZ to Data which INNOVIZ itself provides for purposes of the services but which are not BMW Data shall
remain unaffected hereby. 
 e) Unless authorised under Section d) hereof by statutory provisions or explicit consent of Magna, INNOVIZ is prohibited from

 aa. providing BMW Data to third parties, 
 bb. procuring BMW
Data for itself or duplicating BMW Data (in particular by means of functionalities within the meaning of Section 1 without instructions from Magna to do so, 

cc. creating Data or procuring Data for itself in connection with the performance of its services but without instructions from Magna to do so, where such Data
relates to BMW Vehicles, their status or environment. 
 f) Where INNOVIZ breaches any obligation under Section e) hereof, Magna and BMW shall be entitled to
assert a claim for information regarding the Data in existence and the use thereof in addition to its other contractual and statutory claims (in particular: injunctive claims, claims for cure of a breach as well as claims for damages). 

g) INNOVIZ shall, upon request, hand over to Magna and BMW any BMW Data of which it has made copies or which it created itself completely and free of charge,
or, to the extent it is neither possible nor reasonable for INNOVIZ to do so, procure access for Magna and BMW to the data storage media on which such BMW Data are stored. 

h) INNOVIZ shall destroy all BMW Data upon request of Magna or BMW after the termination of the Agreement between Magna and INNOVIZ, such that there is no
possibility of reconstructing the Data, and shall subsequently confirm promptly to Magna upon request in writing the fact that it has completed the destruction thereof. The duty to destruction of BMW Data shall not apply if and to the extent the BMW
Data are subject to a statutory or any other duty of retention (e.g. for reasons of product liability) or if and to the extent INNOVIZ has to preserve BMW Data in order to fulfil further contractual obligations towards Magna and BMW. 

i) INNOVIZ shall have no right of retention in respect of Magna’s or BMW’s claims for destruction of BMW Data or relinquishment to it of BMW Data.

 j) Specifically, this section shall neither preclude nor restrict 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 aa. rights of the BMW Group based on ownership title or possession, 

bb. rights of the BMW Group based on IP Rights, in particular copyright, and rights of use which have been transferred or granted or permissions which have
been granted, 
 cc. statutes and agreements giving rise to duties of confidentiality or bans on exploitation in respect of INNOVIZ, and 

dd. rights in respect of personal data (data privacy law). 
  

	13.2.	 Information Security 



a) INNOVIZ hereby warrants to Magna that the software used or created in connection with performance of the services shall be free of any functionalities
presenting a risk to the integrity, confidentiality and availability of the services for which the Parties have contracted, or to other hardware or software or Data, as a result, for example, of functions 

aa. which result in undesired export/leakage of Data, 
 bb. which
result in undesired modifications /manipulations of Data or the sequential logic thereof or 
 cc. which result in undesired insertion of Data or undesired
functional extensions. 
 “Undesired” within the meaning of these requirements is any function which has neither been requested by Magna or BMW nor
offered by INNOVIZ with a specific description of the function thereof and the impacts of such function, where Magna or BMW has not accepted this in writing in the individual case. 

b) BMW Data must be treated as trade and business secrets of the BMW Group. INNOVIZ must secure BMW Data and its own Data required for its performance of the
services in line with the state of art and technology against unauthorized access, modification, destruction and other misuse (“Information Security”). In particular, INNOVIZ shall strictly separate BMW Data from Data of other clients and
treat such BMW Data separately and shall implement corresponding protective mechanisms to protect BMW Data from access by other clients. To the extent that the security of BMW Data constitutes a part of INNOVIZ’ services, INNOVIZ shall put all
precautions in place in line with the current state-of-the-art and technology in order to be in a position to re-create the Data at any time in a manner which is legally secure and free of Data loss. 
 c) Depending on the type and
the level of protection required for the BMW Data in question, or the significance of INNOVIZ’ services in respect of the BMW Group’s business operations, Magna or BMW may demand that INNOVIZ implement a particular degree of security
measures and furnish evidence as prescribed by Magna or BMW regarding an appropriate level of Information Security within the Contractor’s business, in particular by producing appropriate certificates (e.g. ISO/IEC 27001 “Information
technology – IT security techniques – Information security management systems - Requirements”) or testing under the VDA model “TISAX” (Trusted Information Security Assessment Exchange). 

d) INNOVIZ shall ensure that, in the course of performing the services, it does not deploy any software which might potentially cause damage (e.g. viruses,
worms or Trojan horses) for example contained within drivers or firmware supplied together with the Contractor’s Work Results. INNOVIZ must verify this in suitable form and must confirm in writing to Magna upon request that, in undertaking such
tests, it has not found any indications of any harmful software. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 e) Where INNOVIZ learns of an event constituting a breach of Information Security (e.g. security gaps, Data
losses, malfunctions, hazards, infections by harmful software, Data misuse), and in particular of any unauthorized third-party access to BMW Data (e.g. Data leak or cyberattacks), or where INNOVIZ has information that, in the considered view of an
expert, would justify the suspicion of such an event INNOVIZ shall promptly undertake the following measures without any charge to Magna or BMW at the direction of Magna: 

aa. INNOVIZ shall notify BMW or Magna, as directed by Magna thereof, 

bb. INNOVIZ shall take all necessary steps to investigate the factual situation and to limit the damage and shall support Magna or BMW, as directed by Magna,
in respect thereof and, 
 cc. INNOVIZ shall support Magna or BMW, as directed by Magna, in re-constructing the Data
in the event that the breach of Data security has caused an interruption of the services, a reduction in operational efficiency or the loss of Data. 
 dd.
INNOVIZ shall, upon Magna’s or BMW’s request, furnish a security report to Magna or BMW, as directed by Magna, covering a prescribed review period. The requisite content of a report of this kind shall include, in particular, the results of
security testing, Information Security risks identified as well as Information Security events identified and the manner in which they were dealt with. 
 f)
INNOVIZ must 
 aa. identify a central contact for Information Security to Magna. 

bb. enable Magna and/or BMW, at the direction of Magna upon request to satisfy itself regarding the INNOVIZ’ compliance with Information Security and the
agreed data protection and security guidelines (“Audits”).INNOVIZ shall permit Magna’s and BMW’s Audits and shall perform all such cooperative action as is necessary for the Audit such as the provision of information. Magna
and/or BMW may, upon timely advance notice and prior coordination with INNOVIZ, and to the extent possible and reasonable, without disrupting INNOVIZ’ business operations, attend INNOVIZ’ premises during normal business hours and satisfy
itself with respect to the INNOVIZ’ compliance with the agreed technical and organizational measures; such inspections shall include INNOVIZ’ IT systems, Magna and BMW are each authorized to have such Audits performed by an external
qualified entity on which a duty of confidentiality vis-à-vis third parties has been imposed. Magna’s and BMW’s legal rights of control and information
are neither limited nor precluded by the foregoing. 
 g) INNOVIZ shall inform Magna regarding its development sites which are relevant to the performance of
its services under this contract. The change of any development site shall require Magna’s prior written consent, which may not be unreasonably withheld. 

h) INNOVIZ shall promptly inform Magna as soon as it becomes aware of a change of any development site of a Subcontractor. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 i) INNOVIZ shall ensure that all of its Subcontractors are subject to suitable contractual rules vis-à-vis the Contractor imposing a contractual duty on them to comply with the provisions in force in this Section (Data and Information Security). 

14. Term of SOW, Termination 
 This SOW
shall come into force at the Effective Start Date and, unless terminated earlier due to a material breach as set forth below, shall remain in force until conclusion of the Development Project. Both Parties shall have the right to terminate this SOW
due to a material breach of the other party, according to the terms set forth in Section 7.2 of the Agreement. It is deemed to be a material breach, where INNOVIZ violates a relevant legal rule or where the services constitute a violation of
any relevant legal provision, contrary to this SOW. Good cause shall, in particular, be deemed present where INNOVIZ or any Subcontractor directly or indirectly engaged by it fails to comply with or violates any relevant provision of law and it thus
becomes unreasonable to expect MAGNA ELECTRONICS to continue collaborating with INNOVIZ, taking account of all of the circumstances and weighing the interests of each of the Parties. 

In addition, MAGNA ELECTRONICS shall be entitled to terminate this SOW without good cause prior to formal acceptance of the Development Services solely if BMW
terminates the project (in which event, MAGNA ELECTRONICS shall provide INNOVIZ with written confirmation to BMW’s termination of the project). In such case, MAGNA ELECTRONICS shall compensate INNOVIZ for the expenditures it has verifiably
incurred prior to termination and which have resulted directly from the Development Services contracted and for the costs resulting from liabilities which cannot be rescinded, to a maximum total of the amount of the agreed compensation. INNOVIZ
shall not be entitled to any claims for specific performance or damages exceeding the foregoing by virtue of the termination. 
 Where the normative
substance of individual provisions under this SOW apply beyond the end of the Parties’ contract, such provisions shall to such extent also remain in force following the end of the SOW. The foregoing shall apply, in particular, to the provisions
contained in “Confidentiality”, IP Rights, Ownership, License and Rights of use”, “Industrialization and Serial Supply” and “Rights to BMW Data”. 

All items of property provided by MAGNA ELECTRONICS to INNOVIZ, including all drawings and other documents, data media, devices and tools, must be returned to
MAGNA ELECTRONICS, irrespective of whether they have been modified or not modified. 
 15. Export Controls 

INNOVIZ shall comply with all applicable laws and regulations, in particular in respect of export controls (including US and locally applicable export control
laws). INNOVIZ must alert Magna to potential export restrictions with respect to the development services to be rendered by it, which may be applicable in the country of manufacture and/or of delivery. INNOVIZ must inform Magna if the development
services 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 are subject to any export/re-export approval under US law. Where
INNOVIZ is legally domiciled within the European Union, it must alert Magna to existing obligations to obtain approvals for dual-use goods and armaments in line with the EU export restrictions and national
legislation implementing such restrictions. INNOVIZ shall, in addition, inform Magna of the applicable classification number (e.g. the ECCN Export Control Classification Number for US products, the “AL number” of goods listed in the German
export list or in the EC Dual-Use Regulation, etc.) as well as with respect to potential exemption permits for goods and manufacturing resources. 

16. Escalation 
 The escalation process
shall be documented in the project handbook. The following scheme shall applied: 
  
 



 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 The overall steering board is defined as follows: 

 
 



 
 17. System Qualification 

The system qualification (environmental testing and EMC in accordance to LV124) for the Compute Module will be handled by Magna. The system qualification
(environmental testing and EMC in accordance to LV124) for the Optical Module will be handled by Innoviz.Innoviz is obliged to support Magna with all essential information and services in order to fulfil the system qualification. 

18. Final Provisions 
 No amendments or
addenda to this SOW shall be valid unless made in written form. The Parties may only waive the written form requirement in writing. 
 In the event that any
provision of this SOW should be or become invalid, the validity of this SOW shall otherwise not be affected thereby. To the extent reasonable, the Parties shall bear a duty in good faith to replace the invalid term by a term which is permissible and
is the equivalent thereof in terms of its commercial effect, provided that this does not result in any material amendment to the substance of the Parties’ SOW. 

  
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		  	 Magna Electronics Europe GmbH & Co. OHG

Kurfürst-Eppstein-Ring 9
 63877 Sailauf,
Germany


  

 Both Parties are only permitted to make any statements in advertising or in connection with other forms of
communication to the public or public authorities with respect to the subject-matter of the Parties’ Agreement by prior mutual written consent, except where this is required based on mandatory provisions of law. In such case, the relevant Party
shall inform the other Party in writing in a timely manner prior to making the statement in question and shall coordinate with the other Party in respect thereof. 

Disputes in connection with this SOW shall be governed by the law of the Federal Republic of Germany, with exclusive jurisdiction and venue vested in the
courts of Munich. The Parties hereby agree that the UN Convention on the International Sale of Goods (CISG) of 11th April 1980 shall not apply. 

19. Amendments 
 The parties are aware of
the fact that the specific work and development services provided by INNOVIZ and related to the specified RASIC may need additional agreements between the parties in order to meet all (BMW) customer requirements. INNOVIZ herewith confirms its
willingness and efforts to negotiate and conclude further specifications in order to satisfy all BMW standards. 
 20. Annexes 

ANNEX 2    [***] 
 ANNEX
3    [***] 
 ANNEX 6    [***] 

Annex 1 & 4 are subject to further negotiation. 

Accepted and Approved: 
 Signature by the
authorized representative of both parties’ below constitutes acceptance of and notice to proceed with this agreement. 
  

							
	For	  	INNOVIZ TECHNOLOGIES LTD.	  	MAGNA ELECTRONICS
				
	Signed By	  	



	  	 /s/ Rainer Bruns
	  	 /s/ Ulla Euler

	Name	  	Eldar Cegla	  	Rainer Bruns	  	Ulla Euler
	Title	  	CFO	  	VP Global Operations and Quality	  	Head of Finance & Controlling Europe
				
	Date	  	February 2, 2018	  		  	


  
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