Maintenance Agreement for Robots

MAINTENANCE AGREEMENT FOR ROBOTS

Parties

Client Name:

Service Provider Name:

WHEREAS

WHEREAS, Client operates or owns robotic equipment and automated systems as detailed in Appendix A, and requires scheduled maintenance, repairs and technical support to ensure safe and continuous operation; and

WHEREAS, Service Provider represents that it has the personnel, technical expertise, tools, parts access and regulatory knowledge necessary to perform maintenance and repairs on the robotic systems described in this Agreement; and

WHEREAS, the parties desire to set forth their respective rights and obligations regarding maintenance, response times, parts replacement, confidentiality of software and operational data, payment and allocation of risk.

Scope of Work

Service Provider shall perform preventive maintenance, corrective maintenance, diagnostics, software updates and parts replacement for the robotic systems listed in Appendix A. The tasks, frequencies and deliverables are described below and form part of this Agreement.

Service Levels and Access

Response Time for critical failures (per incident): . Non-critical calls: .

On-site visits per year: . Preventive maintenance frequency: .

Client shall provide reasonable, safe access to robotic equipment, necessary power and network connectivity, and designate an on-site contact for each maintenance visit.

Payment Terms

Contract Amount (if fixed): $. If variable, parties will invoice according to the schedule below.

Payments are due within days of invoice date. Late payments shall incur interest at the lesser of per month or the maximum rate permitted by law, plus reasonable collection costs. All amounts are payable in U.S. dollars unless otherwise agreed in writing.

Parts and Replacement

Service Provider will, subject to availability, supply replacement parts at unit prices agreed in advance or at Provider's then-current list prices. Client shall approve any replacement parts costing in excess of $ prior to procurement, except in emergency repairs required to restore safe operation.

Term and Termination

This Agreement commences on and continues until unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon days' prior written notice. Either party may terminate immediately for material breach not cured within days after written notice, or for insolvency or cessation of business by the other party.

Upon termination, Provider shall invoice Client for work performed through the termination date and Client shall pay for services provided and approved parts delivered prior to termination.

Confidentiality

Each party shall maintain as confidential all proprietary information, trade secrets, software, diagnostics, system designs, firmware, source code, and operational data disclosed by the other party in connection with this Agreement ("Confidential Information"). Confidential Information shall not be disclosed except to employees, contractors or agents with a need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations survive termination for a period of years, except that trade secrets shall remain protected for as long as they meet the statutory definition of a trade secret.

Warranties; Limitation of Liability; Insurance

Provider warrants that services will be performed in a professional and workmanlike manner in accordance with industry standards for a period of days following completion. The foregoing is Client's sole and exclusive remedy for breach of the foregoing warranty.

Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, special or consequential damages, including lost profits. Provider's aggregate liability for claims arising out of this Agreement shall not exceed the total fees paid by Client to Provider in the 12 months preceding the claim.

Provider shall maintain commercial general liability and professional liability insurance with limits not less than $ aggregate and shall provide certificates of insurance upon reasonable request.

Indemnification

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnitor's negligent acts, omissions or willful misconduct in connection with the performance of this Agreement, subject to the indemnitor's liability limitations set forth herein.

Force Majeure; Assignment; Amendments

Neither party will be liable for delay or failure to perform caused by events beyond its reasonable control, including acts of God, labor disputes, shortages, pandemics, government actions, or supply chain interruptions. The affected party must notify the other in writing promptly and use commercially reasonable efforts to resume performance.

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of substantially all assets. This Agreement may be amended only by a written instrument signed by authorized representatives of both parties.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of laws principles. The parties agree to negotiate in good faith to resolve disputes and may pursue injunctive relief where necessary to protect Confidential Information.

Entire Agreement

This Agreement, including referenced appendices and any executed statements of work, constitutes the entire agreement between the parties with respect to maintenance of the robotic equipment and supersedes all prior negotiations, understandings, and agreements. If any provision is held unenforceable, the remaining provisions shall continue in full force and effect.

Notices

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