Exhibit 10.3

[***] Certain information in this document has been excluded pursuant to Regulation S-K, Item 601(b)(10). Such excluded information is not material and is the type that the Registrant treats as private or confidential.

VEHICLE PRODUCTION AGREEMENT

THIS VEHICLE PRODUCTION AGREEMENT (this “Agreement”) is made and entered into effective as of March 18, 2026 (the “Effective Date”), by and between Uber Technologies, Inc., a Delaware corporation, with its principal place of business at 1725 3rd Street, San Francisco, California 94158 (“Uber”), and Rivian, LLC, a Delaware limited liability company having its principal place of business at 14600 Myford Road, Irvine, CA 92606 (“Rivian” or “Company” and, together with Uber, the “Parties”). This Agreement is entered into pursuant and subject to the Master Framework Agreement, by and between Uber and Rivian, of even date herewith (the “MFA”) and forms a part of and is incorporated into the MFA as an addendum thereto. This Agreement establishes the terms governing, among other things, Company’s obligations to Uber with regard to Company Vehicles sold to Uber under the MFA and with regard to the production of Company Robotaxis. Capitalized terms not otherwise defined herein shall have the meanings ascribed to them in the MFA.

RECITALS

For good and valuable consideration, the sufficiency of which the Parties hereby acknowledge, the Parties therefore agree as follows:

ARTICLE 1

DEFINITIONS

1.1            Defined Terms. Unless the context expressly otherwise requires, the following terms have, for all purposes of this Agreement, the meanings specified in this Article.

ARTICLE 2

SCOPE OF THE AGREEMENT; TERRITORY

2.1            Purpose of Agreement. The purpose of this Agreement is to define the terms and conditions that apply between the Parties with respect to Rivian’s development and manufacture of the Company Robotaxi.

2.2            Contract Documents. The contractual relationship between Uber and Rivian with respect to Rivian’s development and manufacture of the Company Robotaxi will be governed by the Contract Documents. Except as otherwise specifically provided herein, the Contract Documents may not be modified, superseded, or altered except by written agreement signed by an authorized representative of Uber and Rivian. The terms of any quotation, order, acknowledgment, bid, proposal, invoice, or other form issued by Uber or Rivian, whether printed, by telecopy, or by electronic data interchange are hereby rejected and will not be part of the Contract Documents unless specifically agreed to in a writing signed by both Parties.

2.3            Order of Precedence. In case of inconsistencies or conflicts pertaining to Rivian’s development and manufacture of the Company Robotaxi, the Contract Documents will prevail over each other in the following order of priority: (a) the MFA; (b) this Agreement; (c) all attachments to this Agreement specifically referenced herein; (d) the Orders; and (e) any other agreements entered into by the Parties from time to time in connection with this Agreement.

2.4            No Dealership Agreement. Notwithstanding anything to the contrary in the Contract Documents (including this Agreement) or the ultimate disposition, sale, license, or distribution of the Company Robotaxi, the Parties agree that neither this Agreement nor any other Contract Document is intended to be, and will not be construed as, a franchise, dealership, or other similar type of automotive retailer agreement. Without limiting the foregoing, the Parties agree that it is their express intent that this Agreement not be enforced in accordance with any Applicable Laws related to automotive franchises or dealerships with respect to the goods and services manufactured, sold, repaired, or otherwise maintained under this Agreement (each, a “Dealership Law”). If, notwithstanding the intent of the Parties, this Agreement is subject to Dealership Laws, the Parties expressly waive, to the full extent permitted by Applicable Law, each and every provision of such Dealership Laws that are different or additional to the terms and provisions of the Contract Documents. If any Dealership Laws cannot be waived by a Party, such Party agrees it is such Party’s intent that any provision of the Dealership Laws that are different or additional to the terms and conditions of the Contract Documents be interpreted as close as possible to the applicable provisions of the Contract Documents.

2.5            Authorized Territories. During the Term, Rivian will review and confirm that the Company Robotaxis that are delivered in a Jurisdiction meet the requirements and standards of Governmental Authorities for validation or certification for operation (the “Validation Standards”) as applicable to such Jurisdiction. [***].

ARTICLE 3

ADS SOFTWARE AND VEHICLE DEVELOPMENT, MANUFACTURING AND ENGINEERING

3.1            General. Without limiting the terms of this Article 3, Rivian or its Affiliates will dedicate sufficient engineering resources [***] to perform research, design, development, and engineering work (the “Engineering Work”) required to design, develop, manufacture, and deliver the Company Robotaxi in accordance with the Requirements. Rivian will have responsibility for product engineering related to the Company Robotaxi, including but not limited to testing, certification, and compliance with Applicable Laws and the Quality Standards. The Engineering Work includes all engineering, research, and development, including but not limited to, labor and material resources, including the use of Rivian Tooling, applied to complete the activities related to styling, design, testing, development, and certification of the Company Robotaxi. As further stated in this Agreement, Rivian will have [***] responsibility over its Suppliers with respect to the design, development, and manufacturing of the Company Robotaxi.

3.2            Development and Manufacturing of the Company Robotaxi.

3.3            Development of Autonomous Driving Software.

(i)            [***];

(ii)           [***];

(iii)          [***];

(iv)          [***];

(v)           [***];

(vi)          [***].

3.4            Base Vehicle Software Updates. Rivian will have primary responsibility to ensure that the Base Vehicle has the most recent versions, releases, or other updates to Base Vehicle software at the time of shipment to Uber. During [***], Rivian will make available any new versions, releases, or other updates to the software, whether via OTA or other method designated by Rivian, including any new versions, releases, or other updates reasonably required as a result of any Changes to the Company Robotaxi throughout [***]. Without limiting Company’s responsibilities under this Section, Company will provide Uber OTA access to certain Base Vehicle electronics, such as the in-vehicle entertainment system, to enable Uber to push its OTA software updates to these electronics. Any access to Company’s APIs for OTA access will be subject to standard API terms and conditions.

3.5            Quality Standards. Rivian will manufacture the Company Robotaxi in compliance with manufacturing quality standards [***] (such standards, the “Quality Standards”) [***].

3.6            Testing and Inspection. Prior to any Company Robotaxi vehicle leaving the Rivian Manufacturing Facility, Rivian will inspect and test each Company Robotaxi vehicle in accordance with the inspection and testing standards set forth in the Quality Standards. Upon Uber’s prior written request, Rivian will consider [***] requests for Uber or its designated Representatives to inspect and observe the manufacture and testing of any Company Robotaxi vehicles at the Rivian Manufacturing Facility, provided that the visit does not disrupt Rivian’s ongoing business operations or Personnel.

ARTICLE 4

RIVIAN MANUFACTURING FACILITY; TOOLING; SUPPLY CHAIN

4.1            Capacity Constraints. In the event of any capacity constraints [***] (“Capacity Constraints”), Rivian will [***]. Rivian will [***] find an alternative source of supply of the impacted Component Parts during the period of constrained supply to the extent practicable or, to the extent not practicable, identify alternative solutions as promptly as feasible.

4.2            Rivian Tooling. Rivian, or its Suppliers, will be responsible for purchasing or building all Rivian Tooling necessary to manufacture and assemble the Company Robotaxi and any Component Parts. Unless otherwise agreed by Uber pursuant to a separate agreement between the Parties, Uber will not provide Rivian any Tooling for the Company Robotaxi or any Component Parts. Rivian [***] will be responsible for any and all costs and expenses associated with Rivian Tooling. Without limiting the foregoing, Rivian, at its sole cost and expense, agrees to perform all necessary repair, replacement, and maintenance on Rivian Tooling, including keeping the Rivian Tooling in the condition necessary to manufacture and assemble the Company Robotaxi in accordance with this Agreement.

4.3            Supply Chain Matters.

4.4            Subcontractors.

ARTICLE 5

JOINT STEERING COMMITTEE

5.1            Steering Committee. The terms of Section 10.2 of the MFA are incorporated herein mutatis mutandis.

ARTICLE 6

REGULATORY COMPLIANCE

6.1            Motor Vehicle Safety Conformance and Certification.

(i)            Vehicle Conformance. Rivian will ensure [***] that each Company Robotaxi, as delivered to Uber: (i) conforms to all applicable Safety Standards and other Applicable Laws in effect on the date of manufacture in the Jurisdiction for which the Company Robotaxi was ordered; and (ii) includes all certification labels, manuals, signage, and other documents required by Governmental Authorities or Applicable Laws in such Jurisdiction that are necessary for the Company Robotaxi to be sold and operated on public roads in such Jurisdiction.

(ii)           ADS Conformance. Rivian will ensure that the ADS conforms to all Safety Standards and other Applicable Laws and will maintain ongoing compliance of the ADS.

6.2            Compliance and Assistance. Rivian is responsible for obtaining and maintaining throughout the Term any and all required permits, licenses, or approvals from any Governmental Authority in the Authorized Territories that are necessary or appropriate for its performance under this Agreement.

6.3            Traceability. Rivian will ensure for each Company Robotaxi the traceability of the Company Robotaxi in compliance with Applicable Law in the Authorized Territory, including, [***].

6.4            Vehicle Identification Numbers. Rivian will obtain and place on each Company Robotaxi proper vehicle identification numbers (“VIN”) for each Company Robotaxi that is Delivered to Uber or an Uber Designated Fleet Operator in accordance with Applicable Law.

6.5            Conflict Minerals. Upon Uber’s reasonable request, Rivian will provide to Uber only such information and written certifications that Rivian has already assembled for Rivian’s own compliance with Section 1502 of the Dodd-Frank Act and Rule 13p-1 and Form SD under the Securities Exchange Act of 1934, as amended, and other Applicable Laws with respect to “conflict minerals.” For clarity, Rivian shall not be required to conduct additional inquiries or perform additional due diligence beyond what Rivian undertakes for its own compliance purposes with respect to the Base Vehicle.

6.6            Emissions Certification. To the extent any vehicle emissions requirements applicable to the Company Robotaxi are in effect during the Term in any Jurisdiction in the Authorized Territory pursuant to Applicable Laws, Rivian will be responsible for obtaining the applicable emissions certification of the Company Robotaxi in accordance with the Applicable Laws of such Jurisdiction including, without limitation, greenhouse gas emission standards, the requirements of the California Air Resource Board and the EPA, and any similar Applicable Laws in the Authorized Territories.

6.7            Reports to Governmental Authorities.

ARTICLE 7

VEHICLE PURCHASE; FLEET PURCHASE TERMS

7.1 Vehicle Purchase and Ordering. Uber and/or Uber Designated Fleet Operators will purchase Company Vehicles and Company Robotaxis from Rivian in accordance with, and subject to the terms of, Section 3.2 of the MFA and this Agreement.

7.2 Fleet Purchase Terms. All matters relating to the ordering, delivery, and post-delivery servicing of the Company Robotaxi will be governed by the terms and conditions set forth in Exhibit A (the “Purchase Terms”).

ARTICLE 8

COMPANY ROBOTAXI PRICES; SPARE PARTS

8.1            Purchase of Company Robotaxi. Uber and/or Uber Designated Fleet Operators will purchase Company Vehicles and Company Robotaxis in accordance with the terms and conditions set forth in Exhibit A (the “Purchase Terms”).

8.2            Company Robotaxi Price. The Vehicle Purchase Price for the Company Robotaxi is set forth in Schedule B.

8.3            EV Tax Credits and Tax Incentives. With respect to the Company Robotaxi: (a) [***] will be entitled to retain all EV Credits and Tax Incentives that accrue to the purchaser of electric vehicles (if any); and (b) [***] will be entitled to retain all EV Credits and Tax Incentives that accrue to the manufacturer of electric vehicles (such as greenhouse gas credits) (if any). [***]. “Tax Incentive” means any current or future federal, state, provincial, or local tax credit, deduction, exemption, rebate, or subsidy, including transferable credits or accelerated depreciation allowances, arising from the purchase or operation of the Company Robotaxi.

8.4            Provision of Spare Parts. [***].

8.5            Financial Obligations. Except as otherwise provided in this Agreement, each Party will be responsible for its own costs and expenses related to the performance and completion of its respective responsibilities and obligations under this Agreement and the preparation, execution, and delivery of this Agreement.

ARTICLE 9

CHANGE MANAGEMENT

9.1            Base Vehicles. [***].

9.2            [***] Changes.

9.3            [***] Changes.

9.4            Improvements. Subject to Section 9.1 - 9.3, during the Term, Rivian may develop and implement improvements (each, an “Improvement”) to the Company Robotaxi, including any such Improvements that are designed to: (a) mitigate obsolete components; or (b) improve manufacturability of the Company Robotaxi.

9.5            Documentation. Rivian will provide to Uber all reasonably requested documentation for each Improvement to a Company Robotaxi.

ARTICLE 10

WARRANTIES

10.1         Representations and Warranties Under the MFA. The Representations and Warranties under Section 9 of the MFA are incorporated hereunder mutatis mutandis.

10.2          Company Robotaxi Warranties. In addition to Section 10.1, Rivian represents and warrants to Uber the performance of the Company Robotaxi pursuant to the Vehicle Warranty.

10.3          Disclaimer of Warranties. EXCEPT FOR THE EXPRESS WARRANTIES SET OUT IN THIS AGREEMENT, EACH PARTY MAKES NO OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES, OR CONDITIONS WHATSOEVER, WHETHER VERBAL OR WRITTEN, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE AND HEREBY EXPRESSLY DISCLAIMS ALL OTHER REPRESENTATIONS, WARRANTIES, GUARANTEES, AND CONDITIONS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF DURABILITY, MERCHANTABILITY, FITNESS FOR PURPOSE, TITLE, AND NON-INFRINGEMENT.

ARTICLE 11

FIELD ISSUES; RECALLS; SERVICE CAMPAIGNS; GOVERNMENTAL INVESTIGATIONS

11.1         Investigation of Field Issues. The Parties [***] product issues that may exist in all or a defined subset of Company Robotaxis that may involve [***] safety or noncompliance with a Federal Motor Vehicle Safety Standard or governmental emissions control standard (“Field Issues”). Each Party will promptly report to the other Party any matter that such Party determines is a Field Issue following such Party’s standard practice for investigating potential Field Issues.

11.2         Governmental Investigations.

11.3            Governmental Finding. In the event of a finding by any Governmental Authority of any safety-related defect or noncompliance with any Safety Standard or other Applicable Law relating to the Company Robotaxi, the Party receiving notice of such finding shall notify the other Party within [***].

11.4         Recalls; Service Campaigns.

ARTICLE 12      
CONFIDENTIALITY; INDEMNIFICATION; LIMITATION OF LIABILITY; DISPUTE RESOLUTION

12.1            Confidentiality. Section 13.1 (“Confidentiality”) of the MFA is incorporated herein and applies hereunder mutatis mutandis.

12.2            Indemnification Under the MFA. Sections 11.1 - 11.6 of the MFA are incorporated herein and apply hereunder mutatis mutandis.

12.3            Limitation of Liability. Section 12 (“Limitation of Liability”) of the MFA is incorporated herein and applies hereunder mutatis mutandis. For the avoidance of doubt, the limitations stated in Section 12 of the MFA apply to all damages and other liabilities that may accrue under the MFA, the Vehicle Purchase Agreements, and this Agreement collectively.

12.4            Dispute Resolution. Section 10.3 (“Dispute Resolution”) and Section 15.1 (“Arbitration Agreement, Venue, and Attorneys' Fees”) of the MFA are incorporated herein and apply hereunder mutatis mutandis.

ARTICLE 13      
TERM AND TERMINATION

13.1            Term. The effectiveness of this Agreement commences on the Effective Date and, unless sooner terminated in accordance with its terms, will continue until expiration or termination of the MFA (the “Term”).

13.2            Termination for Cause. Either Party may terminate this Agreement for cause in its entirety upon [***] prior notice, if the other Party:

13.3            Survival. The terms set forth in [***] will survive any termination or expiration of this Agreement, and [***] shall survive [***].

ARTICLE 14

EXPORT COMPLIANCE

14.1            Import/Export; Customs Clearance. Rivian or its designated agent: (a) will be the importer and exporter of record on all cross-border transfers, returns, and other shipments of Company Robotaxi between the Parties; (b) will not list Uber on any import, export, or other customs documentation except as may be required by Applicable Law; and (c) will be directly responsible for ensuring that such cross-border transfers, returns, and other shipments comply with all export, import, and other Applicable Laws (including export licensing, shippers export declaration, and export invoice). As the importer and exporter of record, Rivian or its designated agent will be responsible for preparing all necessary documentation. Without limiting the foregoing, any export or import document must, among other matters, separately itemize and state the separate value for each item of hardware, software, set-up, and any non-dutiable service.

14.2            [***]. If necessary for Uber or the Uber Designated Fleet Operators to export the Company Robotaxis, [***]. As reasonably requested by Uber, Rivian will provide Uber with such information in its possession as required by Applicable Law for [***].

14.3            Export Control Laws. The Company Robotaxi, Component Parts, products, services, and/or technical data delivered under this Agreement may be subject to U.S. and other applicable export control Laws and regulations (each, an “Export Control Law”), including, but not limited to, the International Traffic in Arms Regulations or the Export Administration Regulations and/or U.S. Export Control List(s) (as defined in the Export Control Laws). The Parties will comply with all U.S. and other country’s applicable Export Laws and will not export, re-export or transfer items without first obtaining all required licenses and approvals. Compliance with these Laws includes, but is not limited to, abiding by U.S. sanctions, embargoes, and prohibitions on transactions with restricted parties.

ARTICLE 15

COMPLIANCE WITH LAWS; PERMITS AND LICENSES

15.1            Licenses and Compliance. Each Party will be responsible for obtaining and maintaining all site licenses, permits, and registrations required for such Party to perform its obligations under this Agreement.

15.2            Compliance with Applicable Laws. Each Party will comply with all Applicable Laws specifically applicable to the Party or its performance under this Agreement.

15.3            Gratuities and Ethical Compliance. Each Party warrants that neither it nor any of its employees, agents, or representatives has offered or given any gratuities to employees, agents, or representatives of the other with a view toward securing favorable treatment with respect thereto. Each Party hereafter agrees that its employees, agents, and contractors who are performing services for the other Party on its behalf will be made aware of, and will comply with, the foregoing ethical requirements of the other Party which are set forth above. Each Party has not and, to its actual knowledge, none of its employees, officers, or agents at any time during the last [***] have: (a) made any unlawful contribution to any candidate for foreign office, or failed to disclose fully any contribution in violation of Applicable Law; (b) made any payment to any federal or state governmental officer or official, or other person charged with similar public or quasi-public duties, other than payments required or permitted by the Applicable Laws of the United States or any jurisdiction thereof, or (c) have utilized child, slave, prisoner, or any other form of forced or involuntary labor, or engaged in abusive employment or corrupt business practices in the performance of their respective obligations under or in connection with this Agreement.

15.4            U.N. Convention. The 1980 United Nations Convention on Contracts for the International Sale of Goods, to the extent it may be deemed to apply, will not apply to this Agreement or any transactions pursuant hereto.

ARTICLE 16

AUDIT AND INSPECTION

16.1            Audits. Rivian will maintain and retain complete and accurate books and records relating to the Robotaxi Upfits under this Agreement. Rivian will also maintain and retain any other records required to be maintained under this Agreement or required to be kept by Applicable Laws. All such records will be retained by Rivian for a period of at [***] after any termination of this Agreement, or longer if required by Applicable Law. [***] Nothing in this Agreement will be deemed to provide Uber or its Representatives any rights to review or inspect records relating to other customers of Rivian or records which are not reasonably related to the Robotaxi Upfits under this Agreement.

16.2            No Disruption. Notwithstanding anything to the contrary in this ARTICLE 16, [***]

ARTICLE 17

MISCELLANEOUS

17.1            Rights in Bankruptcy. The Parties agree, each on behalf of itself and its Affiliates, that each Party will retain and may fully exercise all rights and licenses under this Agreement in all circumstances, including in any future bankruptcy or insolvency proceeding involving the other Party or any of its Affiliates, whether as licensees of intellectual property in a case where the Party is a debtor under the United States Bankruptcy Code (the “U.S. Bankruptcy Code”) or similar Laws of other countries, applicable non-bankruptcy Laws, or otherwise. Without limiting the foregoing, if there is a bankruptcy or insolvency proceeding under the U.S. Bankruptcy Code or similar Laws of other countries where a Party is a debtor (including in any proceeding where a trustee is appointed), that Party acknowledges and agrees, on behalf of itself and its Affiliates, that: if a court of competent jurisdiction approves the rejection of this Agreement under Section 365 of the Bankruptcy Code or similar Applicable Laws of other countries: (a) such rejection will not result in termination of any of the other Party’s rights and licenses under this Agreement; (b) the rights and licenses granted to the other Party under this Agreement will be treated as licenses of “intellectual property” for purposes of Section 365(n) of the Bankruptcy Code or similar Applicable Laws of other countries and, accordingly, the other Party will retain and may fully exercise all of its rights and elections under the Bankruptcy Code or similar Laws of other countries with respect to the rights and licenses granted to that Party under this Agreement; and (c) without limiting the foregoing, in the event such Party elects to retain its rights and licenses under this Agreement, upon written request of such Party to the other Party or any trustee appointed in the proceeding, pursuant to Section 365(n) of the U.S. Bankruptcy Code or similar Applicable Laws of other countries, the debtor Party or such bankruptcy trustee (i) will provide the other Party with any materials that are the subject of the rights and licenses granted to that Party described in this Agreement (or any agreement supplementary to this Agreement), and any intellectual property otherwise required to be provided to such Party under this Agreement that is held by the debtor Party or such trustee (including any embodiment thereof); and (ii) will not interfere with the rights of the other Party provided in this Agreement to the materials and intellectual property that are the subject of the rights and licenses described in this Agreement, including any right to obtain such materials from any other entity. Neither Party nor any of its Affiliates may (and the applicable Party, on behalf of itself and its Affiliates, hereby irrevocably waives any right to) object to or challenge any assertion of and reliance on the matters described in this Section 17.1 by the other Party.

17.2            Relationship of the Parties; Onsite Employees.

17.3            Notices. Any notices required or permitted under this Agreement shall be in writing, shall refer specifically to this Agreement, and shall be sent by recognized national or international overnight courier, electronic mail or registered or certified mail, postage prepaid, return receipt requested, or delivered by hand to the below addresses for the applicable recipient. Notices under this Agreement will be deemed to be duly given: (a) when delivered by hand; (b) upon electronic mail transmission; (c) [***] after deposit with a recognized national or international courier; or (d) on the delivery date indicated in the return receipt for registered or certified mail. A Party may change its contact information immediately upon written notice to the other Party in the manner provided in this Section 17.3.

If to Uber:

Uber Technologies, Inc.

1725 3rd Street

San Francisco, California

94158

Attn: Legal Department

With a copy to:

Email: [***]

If to Rivian:

Rivian, LLC

14600 Myford Road

Irvine, CA 92606

[***]

With a copy to:

[***]

17.4            Assignment. Neither this Agreement, nor any rights or obligations hereunder, may be transferred, assigned or delegated (by operation of law or otherwise) by either Party without the prior written approval of the other Party; provided, however, that each Party may assign this Agreement, and its rights and obligations hereunder, in its entirety, without such consent, to an Affiliate of such Party or to any successor entity in connection with a reorganization, merger, consolidation, acquisition, or other restructuring involving all or substantially all of such Party’s voting securities or assets; provided further that Company may not assign this Agreement to [***]. Any attempt to assign this Agreement in contravention of the foregoing shall be void ab initio. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective permitted successors and assigns. A Change of Control will be deemed an assignment for purposes of this Section 17.4. [***].

17.5            Joint Drafting. In the event an ambiguity or question of intent or interpretation arises, this Agreement will be construed as having been jointly drafted by the Parties hereto and given that each Party had an equal opportunity to negotiate (and to consult with counsel in respect of) this Agreement, no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any provision of this Agreement.

17.6            No Third Party Beneficiaries. Nothing in this Agreement, express or implied, is intended to or shall confer upon any Third Party any right, benefit or remedy of any nature whatsoever under, or by reason of, this Agreement.

17.7            Amendment and Modification. No supplement, modification, or amendment of this Agreement or any of the other Contract Documents will be binding unless executed in writing by a duly authorized officer of each of the Parties.

17.8            Governing Law. This Agreement or the performance, enforcement, breach, or termination hereof shall be construed, governed, and interpreted in accordance with the laws of the state of California without regard to its conflict of laws principles.

17.10          Cumulative Remedies. The rights and remedies provided for in this Agreement are cumulative and in addition to any other or further rights and remedies available at law or in equity.

17.11          Force Majeure. If and to the extent that a Party’s (a “Non-Performing Party”) performance of any of its obligations (other than payment obligations) pursuant to this Agreement is materially prevented, hindered or delayed by a Force Majeure Event, and such non-performance, hindrance, or delay could not have been prevented by reasonable precautions by the Non-Performing Party and the Non-Performing Party is without fault, then the Non-Performing Party will be excused for such non-performance, hindrance, or delay, as applicable, of those obligations affected by the Force Majeure Event for as long as such Force Majeure Event continues and such Non-Performing Party continues to use commercially reasonable efforts to recommence performance and to mitigate the impact of its non-performance whenever and to whatever extent possible without delay, including through the use of alternate sources, workaround plans or other means. The Non-Performing Party will promptly notify the other Party of the occurrence of the Force Majeure Event and describe in reasonable detail the nature of the Force Majeure Event.

(a)               No Payment for Unperformed Services; No Additional Payments. If Rivian fails to perform Rivian’s obligations in accordance with this Agreement due to the occurrence of a Force Majeure Event or disaster, the applicable costs will be adjusted in a manner such that Uber is not responsible for the payment of any amounts for the portion of those Rivian obligations that Rivian fails to fulfill. Rivian will not be entitled to any additional payments from Uber as a result of any Force Majeure Event.

17.12          Publicity. Except as otherwise expressly permitted under this Agreement, neither Party may make any announcement about or advertise the existence of this Agreement or disclose or otherwise make available any of its terms and conditions without the prior consent of the other Party. In each instance, the Party providing such consent will have at least [***] opportunity to review and provide comments to the content of and prior to such public disclosure, which comments will be reasonably considered and included by the Party seeking such consent. Notwithstanding anything to the contrary, each Party may make such disclosures concerning its entry into, and the terms and conditions of, this Agreement determined by such Party as necessary under Applicable Law or rules of a securities exchange, provided that such Party shall provide [***] opportunity to review and provide comments to the content of and prior to such public disclosure, which comments will be reasonably considered by the disclosing Party.

17.13            Waiver. The failure of either Party at any time to enforce any of the provisions of this Agreement or any right with respect thereto, or to exercise any option provided in this Agreement, will in no way be construed to be a waiver of such provisions, rights, or options or in any way affect the validity of this Agreement. No waiver of any provision of this Agreement will be deemed or will constitute a waiver of any other provision, whether or not similar, nor will any waiver constitute a continuing waiver. No waiver will be binding unless executed in writing by the Party making the waiver.

17.14            Interpretation. In this Agreement and the exhibits, schedules, attachments, and appendices (each, an “Attachment”) to this Agreement: (a) the Attachments to this Agreement are hereby incorporated into this Agreement and references to this Agreement include such Attachments; (b) references to an Attachment or Section will be to such Attachment or Section of this Agreement, unless otherwise provided; (c) all headings are for reference purposes only and do not affect the interpretation of this Agreement; (d) references to any Law will mean references to such Law as changed, supplemented, amended, or replaced; (e) unless the context otherwise requires, the word “or” will be interpreted in the inclusive sense (i.e., “and/or”); (f) the word “including” (and its grammatical variations) will be deemed to be followed by “without limitation”; (g) the phrases “such as”, “for example”, or “e.g.,” will be deemed to mean “for example but without limitation”; (h) “will” will be construed to mean “will” and vice versa; (i) the singular will include the plural and vice versa; (j) a “year” means a calendar year, a “quarter” means a calendar quarter, a “month” means a calendar month and a “day” means a calendar day, unless otherwise described; (k) a capitalized term not defined but reflecting a different form or part of speech than a capitalized term that is defined will be interpreted in a correlative manner; and (l) this Agreement has been drafted in English, any translation into any other language will not be an official version of this Agreement and in the event of any conflict in interpretation between the English version and such translation, the English version will govern. The Attachments referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

17.15            Severability. In the event that any one or more of the provisions contained herein will for any reason be held to be invalid or unenforceable, such invalidity or unenforceability will not affect any other provision of this Agreement. This Agreement will then be construed as if such invalid or unenforceable provision had never been contained herein and such invalid/unenforceable provision(s) will be replaced with valid and enforceable provision(s), the commercial effect of which will be as similar as possible to the invalid or unenforceable provision.

17.16            Entire Agreement. This Agreement, the MFA, and any Attachments or other documents executed in connection with this Agreement, together with any agreements expressly incorporated into this Agreement and all recitals in this Agreement (which recitals are incorporated as covenants of the Parties), constitute the entire understanding of the Parties in connection with the subject matter of this Agreement. This Agreement, together with the MFA, supersedes and constitutes a merger of all prior and contemporaneous proposals, negotiations, representations, understandings, commitments, and agreements, whether oral or written, with regard to the subject matter and provisions of this Agreement.

17.17            Counterparts. This Agreement may be executed in any number of counterparts, each of which will be deemed to be an original and all of which together will constitute one and the same agreement. Each of the representatives executing this Agreement on behalf of the Parties represents and warrants that he or she possesses the corporate power and authority to execute this Agreement on behalf of the respective Parties and that this Agreement has been duly authorized by the Parties.

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IN WITNESS WHEREOF, the Parties’ duly authorized representatives have executed this Agreement as of the Effective Date.