Effective Date: 23.03.2026

1.    SCOPE OF APPLICATION

1.1. The present Development-Related General Terms and Conditions (“GTC”) shall apply to all contracts concluded between aHead Photonics Limited Liability Company (registered office: 2040 Budaörs, Ősz street 1, tax number: 32362219-2-13), hereinafter referred to as “aHead”, and its business partner (hereinafter referred to as “Partner”), which have as their subject matter the provision of research and development services by aHead, including in particular research and development, product and process development, prototype development, testing and other engineering services (hereinafter collectively: “Development Services”).

1.2. The GTC shall apply to all legal relationships between the Parties concerning all current and future Development Services, even if the Parties do not expressly refer to them.

2.    ORDER, COOPERATION

2.1. Individual contracts for Development Services (hereinafter: Individual Agreement) shall be concluded on the basis of, for example, a quotation given by aHead, through a written (including electronic) order from the Partner and a written confirmation from aHead; these orders shall be subject to the provisions of the present GTC, unless otherwise agreed in writing.

2.2. The Partner’s general terms and conditions are excluded, unless an authorized representative of aHead expressly accepts them in writing.

2.3. If the Partner applies general terms and conditions, the provisions of the present GTC shall take precedence, unless the Parties expressly agree otherwise in writing, point by point, in the respective Individual Agreement.

2.4. If the project is related to the preparation of serial production in the automotive industry, the Parties shall specify in a separate agreement the applicable quality assurance and validation procedures. Additional requirements arising from this shall be subject to separate remuneration. The performance of Development Services does not create an obligation for aHead to undertake serial production, supply, or long-term supply, unless the Parties separately agree to this in writing.

2.5. The Partner warrants that the Development Results shall not be used in a manner that violates export controls or sanctions regulations. aHead is entitled to refuse performance if the project carries such risk.

3.    PERFORMANCE, DEADLINES, MODIFICATIONS

3.1. aHead shall perform the Development Services with professional diligence, taking into account automotive industry standards (such as IATF 16949, ISO 9001, applicable OEM requirements), in accordance with technical descriptions and development plans accepted by the Parties. The Parties acknowledge that Development Services, by their nature, constitute research and development activities, and therefore aHead’s obligation is a best-efforts obligation, and does not constitute a performance obligation to achieve a specified technical, market or business result, unless the Individual Agreement provides otherwise.

3.2. The Parties acknowledge that Development Services constitute engineering and research and development activities. Unless the Parties provide otherwise in the Individual Agreement, aHead shall not be deemed to be a manufacturer, system integrator or distributor, etc., of the Partner’s final product.

3.3. If the Development Services contain system elements affecting functional safety, the Parties shall specify in the Individual Agreement the applicable safety integrity level (such as ASIL), the system boundaries and the responsibility matrix. aHead shall be responsible solely for the conformity of the components it has developed and documented.

3.4. Modifications to the scope, content or deadline of the Individual Agreement are only possible through a joint written agreement between the Parties; such modification may result in adjustment of fees, deadlines and other terms.

3.5. aHead is entitled to unilaterally supplement or amend the GTC. In the event of modification of the GTC, aHead shall publish the modification on its website and shall also send separate notification, to those Partners with whom it has an Individual Agreement, of the modification of the GTC, 15 days prior to its entry into force.

The modification of the GTC shall apply to Individual Agreements concluded after the modification comes into force. For Individual Agreements in progress, the modification shall apply only if accepted by the Parties in writing.

Correction of typographical or spelling errors that may occur in the GTC, or such clarifications that have no relevant impact on the performance of contracts concluded according to the GTC or any element thereof, shall not constitute modification of the GTC. Correction of aHead’s own data shall likewise not constitute modification of the GTC. The communication of the GTC as corrected in accordance with the foregoing, as well as the communication of amended GTC where the modification is justified by a change in law or an official decision, may have a shorter deadline than the 15-day period otherwise applicable under the GTC.

4.    REMUNERATION AND PAYMENT TERMS

4.1. The remuneration for Development Services shall be determined by the Parties in the individual contract (order). The fee is, unless otherwise agreed, based on time spent or a fixed fee.

4.2. aHead is entitled to initiate modification of fees if the project scope, content, applicable regulations or modifications requested by the Partner materially affect aHead’s costs or resource requirements.

4.3. Modification of the content of Development Services may only be made through a written change management agreement (Change Order), which shall include the technical content of the modification, the deadline and fee adjustment, and the change in resource requirements.

5.    INTELLECTUAL PROPERTY PROVISIONS

5.1 CONCEPTS

“Background IP”: intellectual creations and rights created or existing prior to or independently of the conclusion of the contract (patents, know-how, software, technical solutions, drawings, etc.). At the time of conclusion of the Individual Agreement, the Parties shall, where relevant, specify in an annex the Background IP provided by the Partner that they intend to use for the Development Services. Intellectual creation not recorded shall be presumed not to constitute the Partner’s Background IP.

“Development Results”: all technical and non-technical solutions, know-how, documentation, software, data, reports, measurement results, prototypes, and intellectual property rights related thereto, created by aHead in the performance of Development Services as part of the Individual Agreement.

5.2 OWNERSHIP OF DEVELOPMENT RESULTS

5.2.1 The Parties expressly acknowledge that, unless otherwise agreed in writing, all intellectual property rights in the Development Results, including in particular copyright, industrial property and know-how rights, shall be the exclusive property of aHead. The Development Results shall not include the general methodology, algorithm, know-how, software tool, technological platform or development experience applied by aHead in the performance of Development Services, which form part of aHead’s general professional competence.

5.2.2 aHead is entitled to exploit the Development Results in its own operations and also for third parties, to grant permission for such use, to develop, revise, further develop it, and to initiate industrial property proceedings relating to it (including: patenting, utility model protection, registered design).

5.2.3 The Development Results shall not include patented technology applied by aHead, optical architecture, waveguide design, projection algorithm, image processing solution, calibration procedure, manufacturing technology know-how or other platform technology, unless the Individual Agreement provides otherwise.

5.3 PARTNER’S RIGHTS OF USE

5.3.1 The Partner’s rights of use shall be specified in the Individual Agreement.

5.3.2 Beyond the purpose specified in Section 5.3.1, the Partner may not further develop, revise, create derivative works from the Development Results, incorporate it into research processes, or use it for new projects not jointly agreed by the Parties without prior written permission from aHead.

5.3.3 The Partner is not entitled to reverse engineer, decompile, analyze at source code level, or in any other way or manner exceed what is provided for in the present GTC or the Individual Agreement, so the Partner is not entitled to disassemble, reverse engineer, subject the Development Results to optical or software analysis for the purpose of reproducing aHead’s technological solutions.

5.4 PARTIES’ BACKGROUND IP

5.4.1 aHead is a spin-off from the Budapest University of Technology and Economics. With respect to intellectual property created during the employment relationship at BME by the researchers who founded aHead (patents PCT/HU2020/050046, PCT/HU2022/050034), aHead is entitled to exclusive rights of use and exploitation. Intellectual creations arising after aHead’s establishment shall be deemed aHead’s intellectual products.

5.4.2 Partner is entitled to use aHead’s Background IP only on the terms and subject to payment of fees agreed between the Parties. The details thereof shall be specified by the Parties in the Individual Agreement.

5.4.3 All rights in the Partner’s Background IP shall be held by the Partner. aHead may use the Partner’s Background IP designated and provided in connection with the Individual Agreement solely for the purpose of performance of the Development Services.

5.4.4 If aHead incorporates the Partner’s Background IP into the Development Results, the legal status of the respective Background IP shall not change; the Partner retains its rights in respect thereto.

6.    CONFIDENTIALITY, KNOW-HOW PROTECTION

6.1 The Parties undertake to handle all confidential information and business secrets provided to each other in connection with Development Services confidentially, to use them solely for the performance of the contract, and not to disclose them, unless the law requires them to do so.

6.2 If the Parties have entered into a separate confidentiality agreement independently of the present GTC, its provisions shall be controlling.

6.3 The obligation of confidentiality shall survive termination of the contract for a period of at least 3 years; in the case of trade secrets, it shall continue as long as the information in question qualifies as a trade secret under applicable law.

7.    LIABILITY, WARRANTY FOR DEVELOPMENT

7.1 aHead warrants that it shall perform the Development Services in accordance with the rules of the profession, and that the Development Results shall conform to the specifications determined by the Parties.

7.2 aHead’s liability, except for damage caused intentionally or by gross negligence, and for violations of personal rights and intellectual property rights, shall be limited to the amount of the net fee paid by the Partner for the given development project.

7.3 aHead shall not be liable for the consequences of integration, calibration, software updates, incorporation into vehicle systems or modification performed by the Partner or third parties, nor shall it be liable for lost profits, indirect or consequential damages, production losses, business losses, data loss, unless the damage was caused intentionally or through gross negligence.

7.4 If a third party asserts a claim for intellectual property infringement with respect to the Development Results, and the infringement is established by a final court decision, aHead shall be obliged to reimburse the Partner’s verified and direct damage within the limitation of liability specified in Section 7.2.

8.    INTELLECTUAL PROPERTY INFRINGEMENT

8.1 aHead warrants that the Development Results do not, to its knowledge, infringe the intellectual property rights of third parties. In case of any such claim by a third party, aHead shall cooperate reasonably with the Partner to resolve the dispute.

8.2 If the use of the Development Results is determined by a court or administrative decision to be infringing, aHead shall be entitled, at its option, to:

• (i) provide the Partner with the right to continue use; or
• (ii) modify the Development Results in such a way that it is no longer infringing, while maintaining identical functionality.

9.    SUBCONTRACTORS, ASSIGNMENT

9.1 aHead is entitled to have a portion of the Development Services performed by a Subcontractor; aHead shall however be liable for the Subcontractor’s performance as if it had performed it itself, and shall ensure that the Subcontractor complies with the confidentiality and information security requirements specified in the present GTC.

10. TERMINATION OF CONTRACT

10.1 The Contract may terminate, unless the law provides otherwise, in the following ways:

• a) by joint termination of the Individual Agreement;
• b) by immediate termination of the Individual Agreement due to material breach of contract;
• c) in case of impossibility under Hungarian Civil Code (Act V of 2013), Section 6:179.

10.2 Either Party may immediately terminate the Individual Agreement in the event of material breach by the other Party. Neither Party shall be liable for breach if it is the result of a force majeure event. Force majeure shall mean any event beyond the Party’s control, unforeseen and unavoidable.

10.2.1 Material breach by aHead shall be deemed to occur if aHead does not remedy the breach within 30 days following a written notice from the Partner, or does not notify the Partner of the time required to remedy it.

10.2.2 Material breach by the Partner shall furthermore include:

1. a) payment delay exceeding 30 days;
2. b) violation of intellectual property provisions;
3. c) violation of information security requirements;
4. d) activities that harm or endanger aHead’s reputation;
5. e) other cases as specified in the Individual Agreement.

10.3 The Parties may terminate the Contract in writing by joint agreement at any time, unless the law provides otherwise.

10.4 If unilateral modification of the GTC or unilateral modification of fees contains provisions disadvantageous to the Partner, the Partner is entitled to terminate the Contract within 30 days of publication of the modification without further legal consequences.

10.5 Upon termination of the Individual Agreement, the Parties shall fully settle any claims arising between them.

10.6 Upon termination of the Contract, aHead shall be entitled to payment of the contractual remuneration for activities already performed prior to termination of the Contract.

11. GENERAL PROVISIONS

11.1 Unless otherwise provided by law, neither Party may assign or transfer its rights and obligations under the Contract.

Invalidity or voidability of any provision of the Contract shall not affect the validity of the entire Contract. The Parties shall replace the invalid provision, within the scope of applicable law, with such valid provision as best serves the economic purpose intended to be achieved by the invalid provision.

For matters not regulated in the Contract, the applicable Hungarian law, in particular the Hungarian Civil Code, the Hungarian Copyright Act, and the Hungarian Patent Act, shall apply.

11.2 The Parties shall submit disputes arising from the Contract, unless otherwise agreed, to the exclusive jurisdiction of the court at the registered office of aHead.

Annex 1: Sample Quotation

Annex 2: Sample Individual Agreement

Budapest, 23 March 2026

aHead Photonics Ltd.