Business Process RPA Document

Business Process RPA Document

This Business Process Robotic Process Automation Agreement ("Agreement") is made as of Effective Date: between Client Name: and Service Provider Name: .

RECITALS

WHEREAS, Client operates business processes that include routine, rules-based tasks and desires to implement Robotic Process Automation ("RPA") to improve efficiency, accuracy, and throughput; and

WHEREAS, Service Provider possesses RPA expertise, software development, and operations capabilities and has represented that it can design, develop, deploy and maintain software robots and associated process documentation in accordance with the terms set forth herein; and

NOW, THEREFORE, in consideration of the mutual covenants and promises contained in this Agreement, the parties agree as follows.

PARTY INFORMATION

SCOPE OF WORK

PAYMENT TERMS

Total Fee: payable in accordance with the Payment Schedule below. All amounts are payable in lawful currency of the jurisdiction identified in this Agreement.

TERM AND TERMINATION

Term Commencement Date: . Term Expiration Date: .

Either party may terminate this Agreement for convenience upon written notice to the other party delivered not less than days prior to the effective termination date. Either party may terminate for material breach if the breaching party fails to cure such breach within thirty (30) days after receipt of written notice describing the breach with reasonable particularity.

CONFIDENTIALITY

Definition: "Confidential Information" means non-public information disclosed by a party (Disclosing Party) to the other (Receiving Party) including, but not limited to, process maps, business rules, data schemas, credentials, scripts, source code, system architecture, test results, pricing, and customer data.

Obligations: Receiving Party shall (a) use Confidential Information solely for the performance of this Agreement; (b) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care; and (c) not disclose Confidential Information to any third party except to its employees, subcontractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those herein.

Exceptions: Confidential Information does not include information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by Receiving Party without use of the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law, provided Receiving Party gives prompt notice and cooperates with Disclosing Party in any protective action.

Duration: The confidentiality obligations under this Section survive termination of this Agreement for a period of five (5) years, provided that trade secrets shall remain confidential for as long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY

Ownership: Unless otherwise agreed in a written exhibit, Service Provider retains ownership of pre-existing tools, libraries, templates and RPA platform components (collectively, "Provider Tools"). Client shall receive a non-exclusive, non-transferable license to use Deliverables solely for Client's internal business operations. Source code or proprietary scripts developed exclusively for Client under this Agreement shall be owned by subject to payment in full.

COMPLIANCE AND DATA PROTECTION

Each party shall comply with all applicable laws and regulations in connection with performance. Service Provider shall implement and maintain administrative, physical and technical safeguards appropriate to the nature of the Client Data processed in connection with the Services.

LIMITATION OF LIABILITY

Except for liability resulting from a party's gross negligence, willful misconduct, or breach of confidentiality, neither party shall be liable to the other for consequential, incidental, special, punitive or indirect damages. The aggregate liability of either party for any claim arising out of or relating to this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement in the twelve (12) months preceding the claim.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall first attempt to resolve disputes through good faith negotiation. If unresolved within sixty (60) days, disputes shall be resolved by binding arbitration in the governing jurisdiction, unless the parties mutually agree otherwise in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits and statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior and contemporaneous understandings. Any amendment or modification of this Agreement shall be in writing and signed by authorized representatives of both parties.

NOTICES

Notices under this Agreement shall be in writing and delivered to the addresses set forth above or such other address as a party may designate by written notice. Notice is effective upon receipt.

Sign Now