Pilot Program Term Sheet

Non-binding business draft for counsel review

PartnershipDiscuss Term Sheet

Parties & Date

Pilot Program Term Sheet

Draft v1.0

Provider

Atlas Power Networks Inc

info@atlaspower.ai

Client

RAD Laboratories

Legal entity to be confirmed in discovery

Effective Date

August 13, 2026

Upon mutual signature of definitive agreement

Term

90 Days

From kickoff date

1. Scope of Work

What Atlas Power Networks Inc will deliver

Deliverables

Phase 1 — Days 1–30

Discovery & Architecture

Gate 1
  • Stakeholder interviews and use-case scoping
  • Architecture review of RAD materials made available for discovery
  • Integration map and technical risk assessment
  • 30-day checkpoint demo and written report

Phase 2 — Days 31–60

Prototype Build

Gate 2
  • Prototype or proof-of-concept of agreed pilot use case, subject to technical feasibility and agreed scope.
  • API surface and telemetry dashboard concept
  • Weekly progress reviews with RAD technical lead
  • 60-day milestone demo

Phase 3 — Days 61–90

Validation & Partner Materials

Gate 3
  • Validation demo against agreed success criteria
  • Partner-facing pitch deck and one-page brief
  • Recommendation memo for next-phase integration engagement
  • Final handoff package and agreed non-confidential source artifacts, documentation, prototype materials, or access credentials, as specified in the definitive agreement.

2. Success Criteria

How pilot success may be measured

Agreed at kickoff

Measurable outputs

Pilot success may be measured by

Deliverables
  • Validated system map
  • Claims maturity matrix
  • API / SDK prototype concept
  • Telemetry dashboard concept
  • IP roadmap inputs
  • Strategic partner briefing package
  • Clear recommendation for next-phase engagement

3. Responsibilities

What each party will provide

Both parties

Atlas responsibilities

Provider commitments

Our pledge
  • Provide pilot management, productization support, architecture review, and prototype/dashboard work within agreed scope.
  • Provide weekly progress reviews and milestone summaries.
  • Protect RAD confidential materials under the Mutual NDA.
  • Avoid public claims or references without written approval.
  • Not knowingly deliver the same RAD-specific pilot scope to a direct competitor during the pilot term.
  • Assign a named project lead or technical contact.
  • Provide RAD a good-faith opportunity to discuss a follow-on integration engagement.

RAD responsibilities

Client commitments

Good faith
  • Provide a dedicated technical point of contact.
  • Provide approved materials needed for discovery.
  • Participate in milestone reviews and success criteria definition.
  • Confirm entity, ownership, IP status, and data/security boundaries.
  • Avoid public claims or references without written approval.
  • Any exclusivity beyond the pilot scope must be separately approved in writing.

4. Data and Security Boundaries

What may and may not be shared

Protective

Boundaries

Sensitive data handling

Required
  • No regulated, medical, defense, export-controlled, third-party confidential, or sensitive personal data will be provided or processed unless separately approved in writing.
  • All access credentials, source repositories, technical materials, and architecture materials must be shared through approved secure channels.
  • Agent outputs, telemetry analysis, and AI-assisted recommendations are advisory and human-reviewed.

5. Intellectual Property & Confidentiality

IP framework and NDA

Standard terms

Pre-existing IP

Each party retains ownership

Retained
  • Each party retains all rights to its pre-existing IP, software, code, models, trade secrets, data, documentation, methods, trademarks, patents, and know-how.

Pilot deliverables

Work product license

License
  • RAD receives a limited internal evaluation license to agreed pilot deliverables during the pilot term, unless broader rights are granted in a definitive agreement.
  • Atlas retains ownership of reusable infrastructure components, tools, templates, dashboards, telemetry frameworks, orchestration layers, and platform code.
  • Joint inventions, if any, will be documented and handled under a separate written IP agreement.

Confidentiality

Mutual NDA terms

Mutual
  • Both parties will protect confidential materials under the Mutual NDA.
  • No public announcement, website reference, logo use, endorsement, or partnership claim may be made without prior written approval.
  • No public disclosure, announcement, endorsement, or partnership claim may be made without written consent.
  • Standard carve-outs: independently developed, publicly known, or legally compelled disclosure.

6. Pilot Fee Options

Pilot fee structure

Select tier
25K

Focused Pilot — $25,000

Single-use-case pilot

8 weeks
50K

Standard Pilot — $50,000

Two integration points

12 weeks
75K

Extended Pilot — $75,000+

Custom dashboards & API surface

12–16 weeks

Payment schedule

Milestone-based invoicing

Net 15
  • 40% on kickoff — Payable upon mutual signature and project start.
  • 30% at 60-day milestone — Payable upon delivery of prototype demo.
  • 30% at completion — Payable upon delivery of validation demo and final package.
  • Fees, expenses, and payment terms are subject to final agreement. Out-of-pocket expenses require prior written approval.

7. Termination & Liability

Counsel review

Termination

Exit terms

14-day notice
  • Either party may terminate with 14 days written notice.
  • Fees are due for approved work completed through termination.
  • Confidentiality, payment, IP, and data/security obligations survive termination.

Liability

Subject to counsel review

To finalize
  • Liability cap, indemnities, and remedies are subject to counsel review in the definitive agreement.
  • Customary carve-outs anticipated for gross negligence, willful misconduct, IP infringement, and confidentiality breaches.

Governing law

Jurisdiction & disputes

To finalize
  • Governing law and venue subject to counsel review.
  • Disputes anticipated to be resolved by good-faith negotiation, then binding arbitration.

8. Acknowledgment of Discussion Draft

Authorized representatives

Provider signed · Pending counterpart

Non-binding acknowledgment

For discussion acknowledgment only

Draft

Definitive agreement required before legal obligations arise. This acknowledgment does not create binding commitments, payment obligations, IP transfers, or partnership authority.

Atlas Power Networks Inc

Provider signature

Signed

Signature:

Robert Smith

Name: Robert Smith

Title: President/CEO, Atlas Power Networks Inc

Date: June 20, 2026

RAD Laboratories

Client signature

Awaiting

Signature: ______________________________

Print name: ____________________________

Title: __________________________________

Date: __________________________________

Disclaimer: This Pilot Program Term Sheet is a non-binding business draft for discussion only. It does not create a legal obligation to proceed, pay fees, grant rights, assign IP, or enter a partnership unless and until the parties execute a definitive written agreement approved by authorized representatives and counsel. Nothing in this term sheet creates a partnership, joint venture, agency, fiduciary relationship, employment relationship, or authority to bind the other party.
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