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| 3 GM Confidential WEIL:\96851689\3\80509.0003 or is under common Control, with the other specified legal entity: “Control” means the ability to control or direct (directly or indirectly) the decisions and/or management of a legal entity, whether via contract, shares, voting rights, agreement, or otherwise. 2. Delivery of the Data. After the Effective Date, GM shall deliver the Data to Wejo via a secured data exchange mechanism to be mutually agreed by the Parties. The Data shall be delivered in accordance with the Data Delivery Service Level and Credits, as set forth in Exhibit 8. The costs for the design, implementation and operations of the secured data exchange will be borne by each Party with Wejo responsible for the ingress point of the Wejo platform and GM responsible for the egress from the GM data center. 3. License. a. Grant of License. Subject to the terms of this Agreement, GM hereby grants to Wejo (and to each Wejo Affiliate), subject to Section 3(c), a non-exclusive, non-transferable, sublicensable (solely to the extent permitted herein), license to reproduce, distribute, display, process, develop Derived Data Insights using the Data, and otherwise reproduce, modify, distribute, display, process, make derivative works from and generally use the Data solely (i) in the Territory, (ii) during the Term, and (iii) for the Purpose. Modifications and derivative works of the Data shall be, with the sole exception of Section (3)(b), treated in the same manner as “Data” under this Agreement. b. Derived Data Insights. Subject to the terms of this Agreement, GM hereby grants to Wejo (and to each Wejo Affiliate, subject to Section 3(c) a perpetual, irrevocable (subject to GM’s termination rights under Section 9(b)(ii) through 9(b)(v) inclusive, non-exclusive, non- transferable, sublicensable (solely to the extent permitted herein), license to reproduce, distribute, display, adapt, modify, process, exploit and otherwise use the Derived Data Insights solely (i) in the Territory and (ii) for the Purpose. c. Wejo Affiliates. Subject to Section 24, Wejo may permit Wejo Affiliates to exercise Wejo’s license rights as set forth in this Section 3. d. Licensing beyond the Term. At its option, Wejo may propose to GM that Wejo (or a Wejo Affiliate) enter into license arrangements for Data with third parties that extend beyond the Term. Such proposals will include the commercial terms of such license arrangements and any other details reasonably requested by GM to evaluate the risks and benefits of the arrangements. GM will evaluate any such proposal in good faith and if the Parties agree in writing to proceed with any such proposals, GM will extend the duration of the license grant for the applicable elements of the Data beyond the Term to the extent necessary to effectuate the proposal. 4. License Fees, Reporting, Review Rights, Payment Terms. a. Revenue Share. Wejo shall pay GM of the gross revenue received by Wejo from Wejo’s licensing or other use of the Data and Derived Data Insights (the “Revenue”), or such other split as mutually agreed in writing by the Parties. b. Reporting. Within fifteen (15) days following the end of each month during the Term, Wejo shall deliver a report to GM, in a form reasonably acceptable to the Parties, detailing any and all license or other commercial use of the Data and Derived Data Insights, including the third parties involved, the material terms, and the Revenue received during that month. c. Records; Review Rights. Wejo shall retain records sufficient to demonstrate Wejo’s compliance with the terms of this Agreement, including records of all Revenue received or to be received, and all amounts owed to GM hereunder. Wejo shall retain such records throughout the Term and for six (6) years thereafter. On reasonable notice to Wejo, GM shall have the DocuSign Envelope ID: 38DD22EA-122D-4755-9CB7-2A9EE76EC927 DocuSign Envelope ID: DE29CBCD-005D-4447-83F4-ADCD9B2FB52F |