Legal ROGS RPD Template

Legal ROGS RPD Template

This Legal ROGS RPD Template (the Agreement) is entered into as of Effective Date: by and between Client Name: with principal place of business at and Provider Name: with principal place of business at .

RECITALS

WHEREAS, Client is engaged in the sale, distribution or return processing of hardware, software or other goods and desires a written record and procedure for the receipt, inspection and disposition of returned goods (the RPD); and

WHEREAS, Provider operates facilities and provides services for the Receiving, Onboarding, Grading, Storage and disposition of goods (collectively, ROGS) and is willing to receive, inspect and disposition Returned Products subject to the terms and conditions set forth herein; and

WHEREAS, the parties seek to set forth the parties' respective obligations, risk allocation and administrative procedure for the ROGS RPD process.

NOW, THEREFORE, in consideration of the mutual covenants and promises contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Returned Product" means any unit of goods returned by an end customer or distributor to Client and forwarded to Provider under the ROGS RPD process, including all packaging and accompanying materials.

1.2 "Disposition" means the inspection, grading, refurbishment, recycling, resale, destruction or other final handling of Returned Product in accordance with the parties' written instructions.

2. RECEIPT, IDENTIFICATION AND LOGGING

2.1 Provider shall receive Returned Product at Provider's receiving location identified as Provider Receiving Location: and shall inspect, tag and log each Returned Product into Provider's inventory control system within Inspection Period: of receipt.

2.2 Provider shall assign and maintain a unique RPD Reference Number for each Received Product and shall provide Client with an electronic report of receipts and initial findings no later than Report Interval: following receipt.

3. INSPECTION, GRADING AND DISPOSITION

3.1 Provider shall perform inspection and grading in accordance with the Grading Criteria attached to this Agreement as Schedule A. Provider shall document defects, serial numbers and condition and shall make disposition recommendations to Client within Recommendation Period: of inspection.

3.2 Client shall provide written disposition instructions to Provider within Instruction Period: after receiving Provider's recommendation. Absent timely instructions, Provider may follow the Default Disposition specified below.

3.3 Default Disposition: If no instruction is received, Provider is authorized to perform the following default actions: subject to applicable law and hazardous materials handling requirements.

4. TITLE, RISK OF LOSS AND INSURANCE

4.1 Unless otherwise agreed in writing, title to Returned Product shall remain with Client or Client's customer as applicable. Risk of loss or damage during Provider's possession shall transfer to Provider upon Provider's physical receipt and acceptance under Section 2.

4.2 Provider shall maintain insurance coverage sufficient to cover replacement cost for fully insured categories identified in the insurance schedule, including commercial property, general liability and, where applicable, cargo insurance. Provider shall provide certificates of insurance upon Client's reasonable request.

5. FEES AND PAYMENT; RECORDS

5.1 Client shall pay Provider the fees set forth in Schedule B for receipt, inspection, storage and disposition services. Invoicing shall occur monthly in arrears and shall be payable within Payment Terms (days): days of invoice.

5.2 Provider shall retain records of receipts, inspection reports and disposition for Record Retention Period: and shall make such records available for Client inspection during normal business hours upon reasonable prior notice.

6. CONFIDENTIALITY

6.1 Each party shall maintain in confidence all non-public business information disclosed by the other party in connection with this Agreement, including customer information, pricing, return reasons and technical specifications ("Confidential Information"), and shall not disclose such information except to employees and contractors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Section.

6.2 The obligations of confidentiality shall not apply to information that is: (a) publicly available through no breach by the receiving party; (b) rightfully received from a third party without restriction; or (c) independently developed without use of Confidential Information.

7. REPRESENTATIONS AND WARRANTIES

7.1 Each party represents and warrants to the other that it has the full power and authority to enter into this Agreement and to perform its obligations hereunder, that the Agreement constitutes a valid and binding obligation enforceable in accordance with its terms, and that performance will not violate applicable law.

7.2 Provider warrants that services shall be performed in a commercially reasonable manner consistent with industry standards for return processing and disposition of goods.

8. INDEMNIFICATION

8.1 Each party (Indemnitor) shall indemnify, defend and hold harmless the other party (Indemnitee) from and against any third-party claims, liabilities, losses, damages and expenses (including reasonable attorneys' fees) arising out of Indemnitor's breach of this Agreement, negligence, willful misconduct or failure to comply with applicable laws in respect of the handling or disposition of Returned Product.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER FOR THE SERVICES GIVING RISE TO THE CLAIM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

10.1 All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below (or such other address as a party may designate by notice).

11. AMENDMENT; WAIVER

11.1 No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. No waiver of any breach shall constitute a waiver of any other or subsequent breach.

12. COUNTERPARTS; ELECTRONIC SIGNATURES

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

13. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the Governing Jurisdiction: without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, together with any Schedules and attachments referenced herein, constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior oral or written agreements.

13.3 Severability. If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to replace the invalid provision with a valid provision that effectuates the original intent.

SCHEDULE: SAMPLE ITEM LOG

Item 1 — Description/Serial: Quantity:

Item 2 — Description/Serial: Quantity:

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