Rover Robotics Maintenance Agreement - 3 Years

Rover Robotics Maintenance Agreement - 3 Years

1. Definitions

1.1 "Rover Robotics" refers to the MAX, MITI, and mini robots owned by the Client. 1.2 "Maintenance Services" includes routine inspections, repairs, software updates, hardware replacements, and other services specified in Schedule A. 1.3 "Service Period" refers to the three-year period commencing on the Effective Date. 1.4 "Response Time" refers to the time taken by the Provider to respond to a maintenance request, as detailed in Schedule B.

2. Scope of Services

2.1 The Provider agrees to perform the Maintenance Services for the Rover Robotics listed in Schedule A. 2.2 The Provider shall ensure all maintenance work is performed by qualified personnel.

3. Service Levels and Response Times

3.1 The Provider shall adhere to the Service Levels and Response Times outlined in Schedule B. 3.2 Emergency repairs shall be addressed within [specific time frame].

4. Term and Termination

4.1 This Agreement shall commence on [Effective Date] and continue for a period of three years. 4.2 Either party may terminate this Agreement with 30 days' written notice if the other party materially breaches any term of this Agreement and fails to cure such breach within 30 days of receiving written notice of the breach.

5. Fees and Payment Terms

5.1 The Client agrees to pay the Provider the fees specified in Schedule C. 5.2 Payments shall be made [monthly/quarterly/annually] in advance. 5.3 Late payments shall incur a penalty of [percentage] per month.

6. Responsibilities of the Parties

6.1 The Provider shall deliver the Maintenance Services as specified. 6.2 The Client shall provide the Provider with access to the Rover Robotics and ensure they are used according to the manufacturer’s guidelines.

7. Confidentiality

7.1 Each party agrees to keep confidential all proprietary information disclosed during the term of this Agreement and for a period of [time] thereafter.

8. Liability and Indemnity

8.1 The Provider's liability for any claim arising out of this Agreement shall not exceed the total amount paid by the Client to the Provider in the preceding 12 months. 8.2 The Client agrees to indemnify and hold the Provider harmless from any claims arising from the Client's misuse of the Rover Robotics.

9. Warranties

9.1 The Provider warrants that the Maintenance Services will be performed in a professional and workmanlike manner.

10. Dispute Resolution

10.1 Any disputes arising out of or in connection with this Agreement shall be resolved through [mediation/arbitration] in Minneapolis, MN.

11. Force Majeure

11.1 Neither party shall be liable for any failure to perform its obligations under this Agreement due to circumstances beyond its reasonable control, including but not limited to natural disasters, acts of war, or government action.

12. Governing Law and Jurisdiction

12.1 This Agreement shall be governed by and construed in accordance with the laws of Minnesota, USA. 12.2 Any legal action or proceeding arising under this Agreement shall be brought exclusively in the courts of Minnesota, USA.