Delivery Automation Agreement

DELIVERY AUTOMATION AGREEMENT

This Delivery Automation Agreement (the Agreement) is entered into as of (Effective Date) by and between:

PARTIES

RECITALS

WHEREAS, Service Provider develops, deploys, and maintains automated delivery systems, robotics and software (the Automation Services) designed to automate the storage, handling and delivery of goods; and

WHEREAS, Client desires to engage Service Provider to furnish Automation Services to automate Client's delivery operations under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that this Agreement set forth the obligations, performance standards, payment terms and allocation of risk between the parties with respect to the Automation Services.

SCOPE OF WORK

Service Provider shall provide the following Automation Services, integrations and ongoing operational support. The description below constitutes the primary obligations to be delivered under this Agreement:

PAYMENT TERMS

Client shall pay Service Provider the amounts set forth below in consideration for the Automation Services.

Late payments shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. Client shall also reimburse Service Provider for reasonable collection costs and attorneys' fees incurred in collecting overdue amounts.

TERM AND TERMINATION

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

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within days after receipt of written notice. Either party may terminate for convenience upon days' prior written notice to the other party.

Termination shall not relieve Client of its obligation to pay for all Automation Services performed and expenses incurred prior to the effective date of termination.

CONFIDENTIALITY

Each party (Recipient) shall hold in confidence all non-public, confidential or proprietary information disclosed by the other party (Discloser) in connection with this Agreement (Confidential Information). Confidential Information includes, without limitation, technical data, trade secrets, software, system designs, integration specifications, customer data and business strategies.

Recipient shall (a) use Confidential Information solely to perform its obligations or exercise its rights under this Agreement, (b) restrict disclosure to employees, contractors or agents who have a need to know and are bound by confidentiality obligations no less protective than those contained herein, and (c) take reasonable measures to protect Confidential Information from unauthorized access or disclosure. Confidential Information does not include information that is or becomes generally available to the public through no fault of Recipient or that Recipient lawfully obtains from a third party without restriction.

Confidentiality obligations shall survive termination or expiration of this Agreement for a period of five (5) years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

INTELLECTUAL PROPERTY AND DATA RIGHTS

Except as expressly provided herein, each party retains all right, title and interest in and to its preexisting intellectual property. Service Provider retains ownership of its automation software, firmware, models, improvements and tools (Provider IP). Client retains ownership of all Client data generated through use of the Automation Services (Client Data).

Service Provider is granted a non-exclusive, worldwide, royalty-free license to use Client Data solely to provide the Automation Services, to improve Service Provider's systems on an aggregated and anonymized basis, and for safety and compliance purposes, subject to the confidentiality and data protection obligations in this Agreement.

SERVICE LEVELS, SUPPORT AND MAINTENANCE

INDEMNIFICATION AND LIMITATION OF LIABILITY

Each party shall indemnify, defend and hold harmless the other party from and against third party claims arising from the indemnifying party's gross negligence, willful misconduct or material breach of this Agreement. The indemnified party shall promptly notify the indemnifying party of any claim and permit the indemnifying party to control the defense and settlement, provided that the indemnifying party may not settle any claim that imposes an obligation on the indemnified party without the indemnified party's prior written consent not to be unreasonably withheld.

EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, INDEMNIFICATION OBLIGATIONS OR BREACH OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER OR RELATED TO THIS AGREEMENT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of laws principles. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within thirty (30) days, disputes shall be resolved by binding arbitration administered in the agreed jurisdiction or as stipulated by the parties in writing.

ENTIRE AGREEMENT; AMENDMENT

This Agreement, including all exhibits, attachments and statements of work executed hereunder, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals and understandings, whether written or oral. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

MISCELLANEOUS

If any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or successor in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes the assigning party's obligations hereunder.

SIGNATURES

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