Common use of Acceptance of Non-Prototype Powertrain Systems Deliverables Clause in Contracts

Acceptance of Non-Prototype Powertrain Systems Deliverables. Upon delivery of a Deliverable (including, without limitation, the Initial Deliverables) by the Performing Party to the Receiving Party, to the extent that the Deliverable is subject to acceptance, the Receiving Party will test whether the Deliverable conforms in all material respects to the applicable part of the Initial Statement of Work and Specification or Final Specifications, as the case may be. Excluding Deliverables which are Prototype Powertrain Systems, the Receiving Party will accept or reject each Deliverable within fifteen (15) Business Days after delivery and will give the Performing Party written notice of acceptance or rejection thereof, provided however, in the event that a notice of rejection is not received by the Performing Party within the fifteenth (15 th) Business Day period, the ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. TESLA AND TMC CONFIDENTIAL INFORMATION EXECUTION VERSION Deliverable shall be deemed to have been accepted by the Receiving Party at the close of business on the fifteenth (15th) Business Day of the period. In the event that a Deliverable contains an Error, the Receiving Party shall have the right to reject the Deliverable and provide written notice to the Performing Party describing the Error in sufficient detail to allow the Performing Party to reproduce the Error. The Performing Party will use commercially reasonable efforts to correct the Errors so that the Deliverable conforms to the applicable part of the Initial Statement of Work and Specification or Final Specifications, as the case may be, and shall use commercially reasonable efforts to do so within fifteen (15) Business Days of receiving each of the Receiving Party’s written notices regarding the Errors. At the Receiving Party’s request, the procedure in this Section 2(d)(i) will be repeated with respect to a revised Deliverable to determine whether it is acceptable to the Receiving Party, unless and until the Receiving Party issues to the Performing Party a final rejection of the revised Deliverable after rejecting the Deliverable on at least three (3) prior occasions.

Acceptance of Non-Prototype Powertrain Systems Deliverables. Upon delivery of a Deliverable (including, without limitation, the Initial Deliverables) by the Performing Party to the Receiving Party, to the extent that the Deliverable is subject to acceptance, the Receiving Party will test whether the Deliverable conforms in all material respects to the applicable part of the Initial Statement of Work and Specification or Final Specifications, as the case may be. Excluding Deliverables which are Prototype Powertrain Systems, the Receiving Party will accept or reject each Deliverable within fifteen (15) Business Days after delivery and will give the Performing Party written notice of acceptance or rejection thereof, provided however, in the event that a notice of rejection is not received by the Performing Party within the fifteenth (15 th) Business Day period, the ***Confidential treatment requested pursuant to a request for confidential treatment filed with the Securities and Exchange Commission. Omitted portions have been filed separately with the Commission. CONFIDENTIAL TREATMENT REQUESTED BY TESLA MOTORS, INC. TESLA AND TMC CONFIDENTIAL INFORMATION EXECUTION VERSION Deliverable shall be deemed to have been accepted by the Receiving Party at the close of business on the fifteenth (15th) Business Day of the period. In the event that a Deliverable contains an Error, the Receiving Party shall have the right to reject the Deliverable and provide written notice to the Performing Party describing the Error in sufficient detail to allow the Performing Party to reproduce the Error. The Performing Party will use commercially reasonable efforts to correct the Errors so that the Deliverable conforms to the applicable part of the Initial Statement of Work and Specification or Final Specifications, as the case may be, and shall use commercially reasonable efforts to do so within fifteen (15) Business Days of receiving each of the Receiving Party’s written notices regarding the Errors. At the Receiving Party’s request, the procedure in this Section 2(d)(i) will be repeated with respect to a revised Deliverable to determine whether it is acceptable to the Receiving Party, unless and until the Receiving Party issues to the Performing Party a final rejection of the revised Deliverable after rejecting the Deliverable on at least three (3) prior occasions.