Business RPA Template

BUSINESS RPA AGREEMENT

This Business RPA Agreement (the Agreement) is entered into as of Effective Date: between Service Provider:

and Client:

RECITALS

WHEREAS, Service Provider has expertise in designing, developing and deploying Robotic Process Automation solutions and supporting infrastructure; and

WHEREAS, Client desires to engage Service Provider to design, implement, and maintain automation solutions for business processes as set forth in this Agreement; and

WHEREAS, the parties wish to set forth the terms and conditions under which Service Provider will deliver the RPA Deliverables and provide related services.

SCOPE OF WORK

PAYMENT TERMS

Client shall pay Provider for the RPA Deliverables as follows. Total Fee: (USD). Invoices will be issued in accordance with the payment schedule below.

Standard payment terms: Net days from invoice. Late payments shall incur interest at the lesser of 1.5% per month or the maximum rate permitted by law, plus reasonable collection costs. Late fee (flat):

TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated in accordance with this Agreement.

Either party may terminate for uncured material breach upon written notice and a cure period of days. Either party may terminate for convenience upon providing days' prior written notice. Upon termination, Client shall pay Provider for all work performed and non-cancelable commitments incurred through the effective date of termination.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, including process specifications, scripts, configuration, business data and trade secrets. The receiving party shall: (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict access to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein; and (c) not disclose Confidential Information to third parties without prior written consent. Confidential obligations survive termination for years.

INTELLECTUAL PROPERTY AND LICENSES

Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. Provider retains ownership of Provider Tools, libraries and general know-how. Provider grants Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal business purposes, subject to Client's payment of fees. Custom code and final automation scripts developed exclusively for Client pursuant to this Agreement shall be assigned to Client upon full payment, except that Provider retains a copy for archival and support purposes.

WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that the services will be performed in a professional manner consistent with industry standards for a period of 90 days following acceptance. EXCEPT FOR THE EXPRESS WARRANTY SET FORTH ABOVE, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED USD, except for liability arising from gross negligence, willful misconduct, or breach of confidentiality.

DATA SECURITY AND PRIVACY

Provider shall implement and maintain reasonable administrative, technical and physical safeguards to protect Client Data against unauthorized access, disclosure, alteration or destruction. Provider shall notify Client promptly upon becoming aware of a security breach affecting Client Data and shall cooperate in remediation. Client consents to Provider using authorized subprocessors where necessary; Provider shall remain responsible for such subprocessors' compliance with this Agreement.

I authorize Provider to engage subprocessors under the terms of this Agreement.

CHANGE ORDERS AND ACCEPTANCE

Changes to the Scope of Work shall be documented in a written change order signed by authorized representatives of both parties that describes the change, schedule impact and any adjustments to fees. Deliverables are subject to acceptance testing for a period of days following delivery. Deliverables shall be deemed accepted if no material rejection is submitted in writing within the acceptance period.

SUPPORT AND MAINTENANCE

Provider will provide the support services described in the Scope of Work. Ongoing maintenance fees, if any, shall be invoiced as set forth in the Payment Schedule. Standard response times: Critical — within ; Non-critical — within .

INDEMNIFICATION

Each party shall defend and indemnify the other from and against third-party claims arising from its gross negligence or willful misconduct. Provider shall also indemnify Client against claims that the Deliverables infringe a third party's issued patent or copyright, provided that Client gives prompt written notice and cooperates in the defense. Remedies are subject to the limitation of liability above.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by the laws of the State of without regard to its conflicts of law principles. The parties shall attempt to resolve disputes in good faith, and if unresolved, submit the dispute to binding arbitration in the agreed jurisdiction unless prohibited by law.

ENTIRE AGREEMENT

This Agreement, together with any attached Statements of Work and executed change orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals and communications, whether written or oral. No amendment shall be effective unless in writing and signed by authorized representatives of both parties.

NOTICES

The individuals signing below represent and warrant that they are authorized to execute this Agreement on behalf of their respective parties.

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