Legal Robotics Agreement

LEGAL ROBOTICS AGREEMENT

This Legal Robotics Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: , an entity organized as Corporation LLC Partnership , with principal place of business at ; and Robotics Provider Name: , an entity organized as Corporation LLC Other , with principal place of business at (each a "Party" and collectively the "Parties").

RECITALS

WHEREAS, Client seeks to engage Provider to design, develop, deliver, integrate and maintain robotic systems, automation software, and related services (collectively, "Robotics Services") as more particularly described in Section 2; and

WHEREAS, Provider represents that it has the technical expertise, personnel, and resources necessary to provide Robotics Services, and is willing to perform such services on the terms and conditions set forth in this Agreement; and

WHEREAS, the Parties desire to set forth their respective rights and obligations with respect to the provision, acceptance, operation, and ownership of deliverables, data, and intellectual property arising from the Robotics Services.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the Parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance Tests" means the procedures and criteria set forth in Exhibit A and any applicable statement of work for determining whether a Deliverable meets the functional and performance requirements specified by Client.

1.2 "Confidential Information" means information disclosed by one Party to the other that is designated in writing as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including technical data, designs, source code, customer lists, pricing, business plans, and operational details.

2. SERVICES AND DELIVERABLES

2.1 Scope. Provider shall provide the Robotics Services and deliver the Deliverables described in the attached Statement of Work or exhibit. Provider shall perform the Services in a professional and workmanlike manner in accordance with industry standards and the timelines set forth in the applicable Statement of Work.

2.2 Changes. Any material change to the scope, specifications, schedule, or price shall be documented in a written change order signed by authorized representatives of both Parties. Provider shall not be obligated to proceed with changes until a change order is executed.

3. ACCEPTANCE; TESTING

3.1 Acceptance Process. Deliverables shall be subject to Acceptance Tests. Client shall have the period specified in the applicable Acceptance Test criteria to test each Deliverable and provide written notice of acceptance or rejection. If Client rejects a Deliverable, Provider shall use commercially reasonable efforts to correct defects and resubmit for testing.

4. FEES, EXPENSES AND PAYMENT

4.1 Fees. Client shall pay Provider the fees set forth in the applicable Statement of Work. Unless otherwise specified, fees are due within thirty (30) days of invoice. All amounts are payable in United States dollars.

4.2 Expenses. Client shall reimburse Provider for pre-approved, reasonable out-of-pocket expenses incurred in connection with the performance of the Services upon submission of appropriate documentation.

5. INTELLECTUAL PROPERTY

5.1 Ownership. Except as expressly granted herein, each Party retains all right, title and interest in and to its pre-existing intellectual property. Provider shall retain ownership of Provider Background Technology. Subject to payment in full, Provider grants to Client a non-exclusive, non-transferable license to use the Deliverables for Client's internal business operations as specified in this Agreement.

5.2 Deliverable Assignment. To the extent Provider creates custom software or design elements specifically for Client and to the extent not comprised of Provider Background Technology or third-party materials, Provider assigns to Client all right, title and interest in such custom Deliverables upon full payment; provided, however, that Provider retains a perpetual, royalty-free license to use general knowledge, skills and techniques learned or developed during performance.

6. CONFIDENTIALITY

6.1 Confidentiality Obligations. Each Party shall protect Confidential Information of the other Party with the same degree of care it uses to protect its own confidential information, but no less than a reasonable standard of care. Confidential Information shall not be used except to perform obligations or exercise rights under this Agreement and shall not be disclosed to third parties except as permitted herein.

6.2 Exclusions. Confidential Information does not include information that: (a) is or becomes generally available to the public through no fault of the receiving Party; (b) was rightfully known to the receiving Party prior to disclosure; (c) is rightfully obtained from a third party without breach of confidentiality; or (d) is independently developed without use of the disclosing Party's Confidential Information.

7. DATA SECURITY AND PRIVACY

7.1 Data Protection. Provider shall implement and maintain administrative, technical and physical safeguards reasonably designed to protect Client Data against unauthorized access, disclosure, alteration, or destruction. Provider shall notify Client without undue delay upon becoming aware of any security breach affecting Client Data.

8. WARRANTIES

8.1 Provider Warranty. Provider represents and warrants that for a period of ninety (90) days following Acceptance, the Deliverables will materially conform to the specifications set forth in the applicable Statement of Work. Provider's sole obligation and Client's sole remedy for breach of this warranty shall be for Provider to use commercially reasonable efforts to remedy nonconforming Deliverables.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

9. INDEMNIFICATION

9.1 Provider Indemnity. Provider shall indemnify, defend and hold harmless Client and its officers, directors, employees and agents from and against any third-party claims arising out of Provider's gross negligence, willful misconduct, or material breach of this Agreement, including intellectual property infringement claims to the extent caused by Provider's Deliverables.

9.2 Procedure. 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 a claim that imposes an obligation on the indemnified Party without the indemnified Party's consent, which shall not be unreasonably withheld.

10. LIMITATION OF LIABILITY

10.1 Exclusion of Consequential Damages. EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR A PARTY'S INDEMNIFICATION OBLIGATIONS, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS OR BUSINESS INTERRUPTION.

10.2 Cap on Liability. THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. INSURANCE

Provider shall maintain and cause its subcontractors to maintain insurance coverages appropriate to the Services, including commercial general liability and professional liability insurance in amounts consistent with industry standards. Provider shall provide certificates upon reasonable request.

12. TERM AND TERMINATION

12.1 Term. The initial term of this Agreement shall commence on the Effective Date and continue for a period of , unless earlier terminated in accordance with this Agreement.

12.2 Termination for Cause. Either Party may terminate this Agreement for material breach by the other Party if the breaching Party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

12.3 Termination for Convenience. Either Party may terminate this Agreement for convenience upon sixty (60) days' prior written notice to the other Party, subject to payment for Services performed through the effective date of termination and any reasonable wind-down costs.

13. TRANSITION ASSISTANCE

Upon expiration or termination, Provider shall, at Client's request and for a mutually agreed fee, provide reasonable transition assistance to transfer operation, maintenance, and support of the Deliverables to Client or its designee for a period of time specified in a statement of work.

14. NOTICES

All notices, requests, consents and other communications hereunder shall be in writing and shall be delivered to the addresses set forth below or to such other address as a Party may designate by notice in accordance with this Section.

15. ASSIGNMENT

Neither Party may assign this Agreement or any of its rights or obligations hereunder without the prior written consent of the other Party, except that either Party may assign this Agreement without consent to a successor in interest in connection with a merger, acquisition or sale of substantially all of such Party's assets.

16. AMENDMENT; WAIVER

This Agreement may be amended or modified only by a written instrument signed by authorized representatives of both Parties. No failure or delay by a Party in exercising any right shall operate as a waiver nor shall any single or partial exercise of any right preclude other or further exercise of that right.

17. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflicts of law principles.

18. ENTIRE AGREEMENT

This Agreement, including exhibits, attachments and any Statements of Work referenced herein, constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written.

19. SEVERABILITY

If any provision of this Agreement is held to be invalid, illegal or unenforceable in any respect, such provision shall be reformed only to the extent necessary to make it enforceable, and the remaining provisions shall continue in full force and effect.

20. COUNTERPARTS

This Agreement may be executed in counterparts, each of which when executed and delivered shall be an original, and all counterparts together shall constitute one and the same instrument. Signatures transmitted by electronic means shall be binding.

ADDITIONAL PROVISIONS

Sign Now