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Qualified Test Equipment Application and Agreement

Qualified Test Equipment Agreement -

OMNIAIR QUALIFIED TEST EQUIPMENT AGREEMENT

This OmniAir Qualified Test Equipment Agreement (the “Agreement”) is entered into as of (the “Effective Date”), by and between OmniAir Consortium, Inc., is a 501(c)(6) nonprofit trade association (“OmniAir”), with its principal office at 201 N. Union St., Suite 110, Alexandria, VA 22314, and the company identified immediately below (“Equipment Provider”), with its principal office located at the address specified immediately below:

Company Name:

Company Address:

WHEREAS, OmniAir is the owner of a family of conformity assessment Certification Programs for specific Intelligent Transportation System (“ITS”) industry products. In addition, OmniAir has developed certain certification program policies and procedures for all OmniAir owned or appointed Certification Programs with the goal of providing competent, impartial and consistent certification. Products that are awarded certification are permitted to display the OmniAir Certified Trademark and logos in accordance with the license and usage guidelines and so long as OmniAir membership and conformance is maintained;

WHEREAS, the established OmniAir Conformity Assessment Certification Program sets forth the policy and process guidelines for independently operated, third-party test laboratories using only OmniAir Qualified Test Equipment to ensure that OmniAir certification testing is conducted with approved validated test cases in a competent, impartial, confidential and reproducible manner following internationally recognized standards and practices;

WHEREAS, Equipment Provider desires that its test equipment be considered for designation as Qualified Test Equipment (“QTE”) and has submitted its Qualified Test Equipment Application and Test Equipment Capabilities Questionnaire to OmniAir for this purpose. The list of Equipment Provider’s test equipment appears below:

Equipment Name:

Equipment Type:

Equipment Description:

WHEREAS, after review of the Equipment Provider’s Qualified Test Equipment Application, the results of OmniAir’s site visit, audit, demonstration, test case validation, inspection and other information, OmniAir hereby designates Equipment Provider’s test equipment as “OmniAir Qualified Test Equipment”; and

WHEREAS, the parties desire to set forth herein the terms and conditions under which Equipment Provider shall make available its Qualified Test Equipment as set forth herein.

NOW, THEREFORE, in consideration of the premises and of the mutual covenants herein contained and for other valuable consideration, the receipt of which is hereby acknowledged, and intending to be legally bound, the parties agree as follows:

Section 1 – Definitions

Applicant – The legal entity or individual who applies for the certification of a particular product(s), such as a device, test tool, test equipment, test case software or other ITS-related device or equipment. The Applicant is contractually and financially responsible for the cost of the conformity assessment evaluation process.

Authorization - A contractual agreement, documented decision and formal written recognition that a test organization meets and maintains conformance to the requirements of an OmniAir Authorized Test Laboratory.

Authorized Test Laboratory – An independent entity or entities authorized by OmniAir to execute testing for applicants for a specific certification program. The Authorized Test Laboratory is listed according to the specific OmniAir Certification Program(s) for which it has been evaluated and found to meet all OmniAir authorization requirements.

Authorized Test Laboratory List -- A list of Authorized Test Laboratories which have applied, been evaluated and found to meet all authorized Test Laboratory requirements for a specific OmniAir Certification Program.

Certification Agreement – A legally binding and enforceable agreement between the Applicant and OmniAir regarding party responsibilities, legal considerations and certification services and activities.

Certification or Conformity Assessment Program – The foundational governance, procedures and management to conduct conformity assessment of a product to standards based requirements for the purpose of certification.

Certification Body – A legal entity or defined team within a legal entity which functions as a third-party conformity assessment body and operates specific certification programs.

Certification Requirement – Also known as conformance requirements. Specified requirements established by the certification body or certification program that shall be fulfilled by the Applicant as a condition for establishing or maintaining certification. These may also include product requirements.

Certification Staff – Collective term for OmniAir staff or staff under OmniAir organizational control or under contract who directly participate in OmniAir certification activities. This includes executive management, Technical Director, inspection and administrative support personnel.

Conformance Requirement – Specified requirements established by the Certification Body or Certification Program that shall be fulfilled by the Applicant as a condition for establishing or maintaining certification. These may also include product requirements directly applicable to a product or its implementation features.

Evaluation – May include activities such as initial application information gathering, development of a test plan, the performance of testing, the witnessing of testing, and all other activities associated with evaluating compliance of the product(s) with the applicable certification and conformance requirements, including any evaluation activities performed prior to the application for certification.

Certification Program Owner – The organization or individual responsible for the developing and maintaining a specific certification program.

Surveillance Personnel – Competent persons who perform the surveillance procedures as defined by the certification body, OmniAir and/or the individual program owner.

Technical Director -- OmniAir staff position whose responsibilities include day-to-day operation management of OmniAir certification programs, oversight of applications (laboratories, test equipment and products), audits, authorization and continued fulfillment of contractual obligations, interpretation of certification program requirements, review of applicant provided information, deliverance a certification requirement fulfillment decision, issuance of certification letters and OmniAir Certified Trademark usage authorization.

Qualified Test Equipment (“QTE”) -- A test tool or test system that (i) has been validated as satisfying applicable OmniAir testing requirements by an OATL in accordance with the Certification Program and (ii) at the time of such testing, has been approved by the OmniAir Technical Director and is identified on the OmniAir Qualified Test Equipment List. Providers of QTE may display the “OmniAir Test Equipment” trademark/logo.

Qualified Test Equipment List (“QTE List”) -- A list of QTEs which have applied, been evaluated and found to meet all authorized Test Lab requirements for a specific OmniAir certification program. The list will be posted on the OmniAir website, certification documents and promotional materials.

Section 2 – Certification Program

Applicable Certification Program(s):

Section 3 – Scope of Agreement, Eligibility and Program Compliance

3.1 -- Provider hereby acknowledges that is has received, reviewed, and understands all of the Eligibility Requirements pertaining to QTE as set forth the current version of the Qualified Test Equipment Program Manual, including:

(a) Used at test laboratories having and maintaining ISO 17025 accreditation for V2X scope;

(b) A member in good standing with the OmniAir Consortium;

(d) Produce test data and report (if applicable) output per OmniAir Test Report template;

(e) Operating, Installation and Training Manuals provided to Omniair; and

(f) Test Output Validation.

3.2 – Equipment Provider hereby (a) represents and warrants that (i) it currently satisfies the Eligible Requirements for its test equipment to be approved as QTE; and that (ii) all information provided to OmniAir in connection with this Agreement, its Qualified Test Equipment Application and in conjunction with the site visit, document audit and inspection and recurring paper/site audits is and shall be true, accurate and complete in all respects; (b) agrees that it shall at all times satisfy and comply with all requirements and procedures to main its QTE qualification for inclusion on the QTE List; and (c) agrees to notify OmniAir immediately in the event it fails to satisfy any of the these requirements.

3.3 – If, during the term of this Agreement, Equipment Provider fails to maintain QTE qualification, standards/requirements changes, test case updates or classified as a Major Capabilities Change affecting conformance and interoperability to its QTE, Equipment Provider shall, upon a Test Laboratory’s or OmniAir’s written request, without additional compensation, correct or revise any errors or deficiencies or make other changes in its QTE qualification as may be necessary to maintain its QTE qualification.

3.4 – Equipment Provider shall comply with all applicable federal, state, and local laws, ordinances, codes, and regulations in the performance of this Agreement.

3.5 – Equipment Provider may charge fees of Test Laboratories for the purchase, license or other use of its QTE as contemplated by this Agreement. Equipment Provider shall not enter into any agreement with an Test Laboratory the terms or conditions of which are inconsistent with this Agreement and with the Authorized Test Laboratory Requirements. It is contemplated that Equipment Provider may enter into multiple agreements to provide its QTE to one or more Test Laboratories.

3.6 -- OmniAir may update, amend and/or establish new or additional requirements or procedures for obtaining or maintaining QTE qualification and inclusion on the QTE List at any time in its sole discretion. OmniAir will give written notice to Equipment Provider of such updates, amendments or additional requirements or procedures unless this Agreement has been terminated. OmniAir will also post all updates, amendments or additional requirements or qualification procedures or changes to its QTE List on its website. OmniAir shall have no obligation or liability to Equipment Provider for changes to its requirements or procedures for QTE qualification and the QTE List for any reason.

3.7 – The parties acknowledge and understand that the OmniAir Certification Programs do not include testing or certification for product safety, FCC regulatory or equipment approval, FIPS, environmental, durability or reliability testing, cellular conformance or other wireless consortia certifications. Certification programs do include inspection and verification of these requirements as applicable.

Section 4 – Confidentiality

4.1 -- The parties each hereby acknowledge that either may, from time to time in connection with the Certification Program, disclose to the other certain commercially valuable, proprietary and confidential information and trade secrets with respect to its business, including without limitation information which may relate to its proprietary products, services, technology, processes, drawings, specifications, programs, models, financial information and projections, formulae, data, know-how, developments, designs, sketches, photographs, layouts, ideas, concepts, manuals, prototypes, trade secrets, trademarks, service methods and procedures, sources and object codes, improvements, software programs, products, marketing and business plans and strategies, executives and/or employees, contractors and subcontractors, customer and supplier lists and/or other valuable business information and opportunities (collectively, “Proprietary Information”). Proprietary Information also includes any compilation or organization of information which divided into individually segregated segments may not be deemed confidential but in its organized, completed format is unique, proprietary and confidential to the Disclosing Party. The party disclosing Proprietary Information to the other in connection with the Certification Program is referred to as the “Disclosing Party”, and the party receiving such information from the Disclosing Party is referred to as the “Receiving Party”.

4.2 -- Each party, acting as the Receiving Party, agrees to keep strictly confidential all Proprietary Information received by it from the Disclosing Party and to use such Proprietary Information solely for the purpose of performing its obligations under this Agreement and in connection with the Certification Program (the “Permitted Purpose”). Each Receiving Party agrees that any and all Proprietary Information of the Disclosing Party is and shall remain the proprietary and confidential information and property of the Disclosing Party. Without limiting the foregoing, without the prior written consent of the Disclosing Party, a Receiving Party may not (a) use any of the Proprietary Information of the Disclosing Party for any purpose other than the Permitted Purpose, (b) use any of the Proprietary Information of the Disclosing Party with, or disclose any such Proprietary Information to, any third party, except as set forth in this Agreement, or (c) use any of the Proprietary Information of the Disclosing Party for the Receiving Party’s internal use or product development purposes. The Receiving Party may disclose the Proprietary Information or portions thereof to those of its employees and agents (collectively, ‘Representatives”) who (a) need to know such information for the Permitted Purpose and (b) have agreed to be bound by the terms of this Agreement. The Receiving Party shall be responsible for ensuring that its Representatives shall keep such information confidential and shall not disclose or divulge the same to any unauthorized person or entity, and shall assume full responsibility for any breach of said undertaking.

4.3 -- For the purpose of protecting Proprietary Information received from the Disclosing Party hereunder, the Receiving Party will use all reasonable efforts to protect the confidentiality thereof, including, without limitation, efforts commensurate with those it employs for the protection of its own confidential and proprietary information. All Proprietary Information transmitted by the Disclosing Party shall remain the sole property of the Disclosing Party and under no circumstances whatsoever shall the Receiving Party dispute such sole ownership nor assert any rights to license Proprietary Information or any derivatives thereof.

4.4 -- A Receiving Party’s obligations hereunder shall not apply to any portion of a Disclosing Party’s Proprietary Information: (a) of which the Receiving Party presently has knowledge or which is in the Receiving Party’s possession on the date hereof and of which it did not learn through its contact with the Disclosing Party previous to the date hereof; (b) which is presently publicly available or a matter of public knowledge generally or becomes publicly known through no wrongful act of the Receiving Party; (c) which is lawfully received by the Receiving Party from a third party that is not under a non-disclosure obligation to the Disclosing Party; or (d) disclosure of which is necessary to comply with law or the valid order or requirement of a governmental agency or court of competent jurisdiction. If a Receiving Party or any of its Representatives is requested or required by deposition, interrogatory, request for information or documents, subpoena, civil or criminal investigative demand or similar process including regulatory inquiries, or otherwise to disclose any Proprietary Information of the Disclosing Party, the Receiving Party with such obligation (“Obligated Party”) will notify the Disclosing Party promptly so that the Disclosing Party may seek a protective order or other appropriate remedy. If such protective order or other remedy is not obtained the Obligated Party may disclose to the requesting tribunal or other person only that portion of the Proprietary Information of the Disclosing Party which the Obligated Party is legally required to disclose, and the Obligated Party shall notify the Disclosing Party not later than the time of such disclosure of the nature and extent of such disclosure.

4.5 -- Proprietary Information that is included in public filings made to governmental organizations shall not be subject to this Section 4 and will be considered to be in the public domain, unless such Proprietary Information was submitted under cover of a request for confidential treatment or is the subject of an agreement, protective order or other legal instrument granting such confidential treatment.

4.6 -- Each Receiving Party acknowledges and agrees that (a) a Disclosing Party shall not have an adequate remedy in the event that the Receiving Party breaches this Agreement and that a Disclosing Party will suffer irreparable damage and injury in such event; and (b) a Disclosing Party, in addition to any other available rights and remedies, shall be entitled to an injunction restricting the Receiving Party from committing or continuing any violation of this Agreement.

4.7 -- Upon termination of this Agreement or for any reason whatsoever, and in any event upon the request of the Disclosing Party at any time, the Receiving Party will, promptly upon written request by the Disclosing Party, deliver to the Disclosing Party all of its Proprietary Information furnished to the Receiving Party which is in written or electronically-readable form, including all copies or extracts thereof or based thereon in its possession or in the possession of any of its Representatives.

Section 5 – Insurance

Equipment Provider shall maintain at its own expense, at all times during which this Agreement is in effect and for three (3) years thereafter, with an approved insurance carrier, comprehensive general liability insurance of $1 million combined limit for bodily injury and property damage arising out of a single occurrence/$3 million limit for all claims in the aggregate, and workers compensation insurance, and will provide at least 30 days prior written notice to OmniAir of the cancellation or any substantial modification to the policy that would affect OmniAir. Provider shall provide a certificate of insurance to OmniAir upon request evidencing these coverages.

Section 6 – Authorized Test Equipment List

6.1 -- At all times during which Equipment Provider is recognized as a provider of QTE, Equipment Provider acknowledges and agrees that OmniAir may reflect such status and associated entity information, trademark and/or and logo relating to Equipment Provider on the QTE List, including posting of this information on the OmniAir website and in marketing and other public materials regarding the OmniAir Certification Programs and displaying the “OmniAir Test Equipment” trademark/logo.

6.2 – Upon termination for this Agreement for any reason pursuant to Section 12, Equipment Provider shall cease immediately representing that its test equipment is qualified for one or more Certification Programs, appears on the QTE List. Equipment Provider will also immediately cease displaying the “OmniAir Test Equipment” trademark/logo.

Section 7 – Notice

All notices or other relevant communications required under this Agreement shall be in writing, including electronic, and shall be delivered to the following points of contact for each party:

OmniAir Consortium, Inc.
Name: Jason M. Conley	Name:
Title: Executive Director	Title:
Address: 201 N. Union St, Suite 110, Alexandria, VA 22314	Address:
Phone: (571) 489-4499	Phone:
Email: [email protected]	Email:

Section 8 – Public Statements

Neither party shall, without the prior written consent of the other party, use the other party’s name, trademark, logo, or any Proprietary Information of the other party in connection with any marketing, advertising, public announcements, or in any other manner which may cause harm to the other party’s reputation and/or business.

Subject to OmniAir’s prior written approval, Equipment Provider may publicly announce that it has entered into this Agreement with OmniAir. Unless otherwise agreed in writing by the parties, the parties shall not make any other public statements regarding this Agreement or its terms.

Section 9 – Independent Contractor; Non-Exclusivity of Relationship

9.1 – It is the intention of the Parties that Equipment Provider is and shall remain an independent contractor in the provisioning of its QTE specified under this Agreement and that nothing in this Agreement shall be construed to be inconsistent with its status as an independent contractor. Equipment Provider at no time shall hold itself out as an agent, subsidiary, or affiliate of OmniAir for any purpose, including reporting to any governmental authority, and shall have no authority to bind OmniAir to any obligation.

9.2 – Equipment Provider acknowledges that OmniAir intends to enter into agreements similar to this Agreement with other entities that desire to have their test equipment approved as QTE, and that such other entities and their qualified test equipment may also appear on the QTE List.

Section 10 – Fees

Equipment Provider acknowledges that OmniAir may at any time and from time to time, upon notice to Equipment Provider, impose fees in connection with Equipment Provider’s participation in the Certification Program(s), including but not limited to fees associated with the application, listing, audit, authorization, renewal of authorization, remediation, appeals and other matters associated with the submittal and consideration of Equipment Provider’s test equipment as QTE and inclusion on the QTE List (collectively, "Qualified Equipment Fees"). Equipment Provider hereby agrees to pay all such Qualified Equipment Fees to OmniAir as and in the manner specified in such notice, invoice, bill or elsewhere; provided, however, that (a) no such fee shall become effective less than 30 days from the date of such notice, and (b) Equipment Provider may terminate this Agreement during such 30-day notice period pursuant to Section 12.2 herein, without liability for payment of such fee.

Section 11 – Indemnification

11.1 – Equipment Provider agrees that it shall, solely to the extent of its proportionate share of such liability, indemnify, defend and hold harmless OmniAir, its subsidiaries, and their respective directors, officers, employees and agents, successors and assigns (collectively, "Indemnified Parties") from all claims, losses, liabilities, damages, suits, actions, government procedures, taxes, penalties, or other costs (including reasonable attorneys’ fees) brought against any Indemnified Party arising from or relating to: (i) injury to Test Laboratory personnel while using the Equipment Provider’s QTE as contemplated under this Agreement, (ii) a breach of any of Equipment Provider’s representations, warranties or agreements hereunder or failure by Equipment Provider to comply with any applicable law, applicable professional standards and practices and/or the Eligibility Requirements, or (iii) any willful misconduct or grossly negligent act or omission by Equipment Provider, but only if OmniAir: (a) notifies Equipment Provider of the assertion of such claim within six (6) months after it is notified of the assertion of such claim, unless Equipment Provider is not materially prejudiced by OmniAir’s failure to provide timely notice, and (b) provides to Equipment Provider the option to assume the defense of such claim or participate in such defense; but in no event is Equipment Provider obligated to indemnify any Indemnified Party for causes of action or damages caused solely by the same or any other Indemnified Party. Equipment Provider shall not settle such claim or related action in a manner which imposes any obligation on OmniAir without the prior written consent of OmniAir (which consent shall not be unreasonably withheld).

11.2 – OmniAir agrees that it shall, solely to the extent of its proportionate share of such liability, indemnify Equipment Provider, its affiliates and their respective directors, officers, employees, agents and subcontractors, against any loss, damage, claim, or expense (including reasonable attorneys’ fees) arising from or relating to a breach of any of OmniAir’s representations, warranties or agreements hereunder, but only if Equipment Provider (a) notifies OmniAir of the assertion of such claim within six (6) months after it is notified of the assertion of such claim, unless OmniAir is not materially prejudiced by Equipment Provider’s failure to provide timely notice, and (b) provides to OmniAir the option to assume the defense of such claim or participate in such defense. OmniAir shall not settle such claim or related action in a manner which imposes any obligation on Equipment Provider without the prior written consent of Equipment Provider (which consent shall not be unreasonably withheld).

11.3 -- EXCEPT FOR DAMAGES CAUSED BY WILLFUL MISCONDUCT, FRAUD, OR FRAUDULENT MISREPRESENTATION OF A PARTY, IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES, HOWEVER CAUSED, WHETHER UNDER THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF THE OTHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Section 12 – Term and Termination

12.1 -- This Agreement shall commence on the Effective Date and shall continue for a period ending upon termination in accordance with this Section 12 (the “Term”).

12.2 – Either party may terminate this Agreement without cause upon 60 days prior written notice to the other party.

12.3 -- Either party may terminate this Agreement immediately without notice in the event of any attempted assignment by the other party in violation of Section 14.2 herein.

12.4 -- In addition, either party may terminate this Agreement if (i) the other party commits a breach of any material provisions of this Agreement (which for purposes of termination by OmniAir, shall include, without any limitation, any failure of Equipment Provider to (a) maintain compliance with the Eligibility Requirements, (b) maintain its test equipment qualification for inclusion on the QTE List, (c) comply with the OmniAir Trademark Production and Usage Guidelines, or (d) maintain its membership in OmniAir in good standing), or (ii) the other party becomes insolvent or files a voluntary or involuntary proceeding in bankruptcy, or has a receiver appointed to administer its assets, or if the other party becomes subject to a dissolution, liquidation or other winding-up of its business. Except as otherwise provided elsewhere in this Agreement, in the event a party desires to terminate this Agreement in connection with any curable breach by the other party, the non-breaching party shall give the breaching party written notice of the breach and, in the event the breach is not cured within 30 days, or in the event the breach is not of a nature that can be cured, then the non-breaching party may terminate this Agreement immediately upon written notice thereof. (Reference is made to Section 10 of the OmniAir Qualified Test Equipment Program Manual regarding causes for removal or suspension from the QTE List, availability of corrective actions and withdrawal of test equipment qualification.)

12.5 -- Upon any termination of this Agreement, Equipment Provider will be immediately removed from the QTE List and the parties’ respective rights and obligations under this Agreement shall immediately cease, except that Equipment Provider's obligation to pay the Qualified Equipment Fees for which Equipment Provider received notification at least thirty (30) days prior to such termination in accordance with Section 10.

12.6 -- The parties’ respective rights and obligations pursuant to Sections 4, 11, 12.5, 13 and 14 of this Agreement shall survive regardless of the cause of termination.

Section 13 – Intellectual Property

Each party exclusively owns all rights to its intellectual property whether created before or after the Effective Date of this Agreement and whether or not associated with any agreement between the parties. Equipment Provider acknowledges that the OmniAir Certification Programs, test equipment qualification procedures, and related processes and standards are the property of OmniAir or other third party so identified, and that Equipment Provider has no intellectual property rights therein and such rights may not be transferred to a third party by Equipment Provider.

Section 14 – General

14.1 -- This Agreement shall be governed by the laws of the Commonwealth of Virginia without reference to its choice-of-law principles. Each of the parties hereto irrevocably consents to the exclusive jurisdiction of the federal or state courts located within the Commonwealth of Virginia with competent jurisdiction in connection with any matter based upon or arising out of this Agreement or the matters contemplated herein.

14.2 – This Agreement and its rights, duties, and obligations may not be assigned or transferred by either party, except upon the prior consent of the other party.

14.3 – This Agreement sets forth the entire understanding of the parties as to its subject matter and may not be modified except by further written agreement signed by both parties.

14.4-- Should any provision of this Agreement be held to be void or unenforceable, the remaining provisions shall remain in full force and effect, to be read and construed as if the void or unenforceable provisions were originally deleted.

14.5 -- Equipment Provider shall not have any liability to OmniAir in respect of any delay in carrying out or failure to carry out any of its obligations under this Agreement resulting directly or indirectly from any cause that is beyond its control, including, but not limited to, fire, flood, tornado, hurricane, or other acts of God, war, terrorism, casualty, accident, embargo, general labor unrest, strikes, lock-outs or other industrial action or dispute, acts of Government, orders of courts or tribunals.

14.6 -- If this Agreement is translated into any other language, the text of the English version shall control and shall be executed by the parties.

* * *

IN WITNESS WHEREOF, the duly authorized officers of the parties have executed this Agreement on behalf of the parties as of the Effective Date written above.

	OMNIAIR CONSORTIUM, INC.
Name:	Name: Jason M. Conley
Title:	Title: Executive Director

(Version 2.1, July 15, 2021)

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September 24, 2025 6:52 am EDT

Qualified Test Equipment Application and Agreement Uploaded by OmniAir Consortium - [email protected] IP 173.79.153.85