Rev. Jan 2026
1. General
This Commitment (“Commitment”) covers purchase by Distributor’s customer (“Customer”) from Distributor of the hardware, and/or software (individually a “Product” and collectively “Products”), and/or services (“Services”) and/or Products and Services described and integrated pursuant to this Statement of Work (collectively as integrated pursuant to the Statement of Work, the “Work”) to be provided by Rockwell Automation, Inc. and/or its affiliates (“Rockwell Automation”). Its terms are integral to the Statement or Work. In other words, Customer purchases the Work subject to the terms contained in this Commitment (as well as other terms that may be included elsewhere in the Statement of Work). These terms apply directly to Customer and Rockwell Automation. Previously negotiated and signed terms and conditions with Customer that include provisions between Rockwell Automation and Customer that are intended to apply to the sale through distribution of Products, Services, and/or Work covered by this Commitment supersede these terms.
2. Definitions
a. Application Software: software code, including object code, source code (to the extent furnished by Rockwell Automation), and scripting code newly created by Rockwell Automation as specified in the Statement of Work, excluding any Customer Pre-Existing Intellectual Property and Confidential Information.
b. Commitment: the Commitment for Sales Through Distribution, which is Rockwell Automation’s commitment and summary of its responsibilities for services provided by Rockwell Automation through its Distributors to Customer, together with any Statement of Work.
c. Confidential Information: all information disclosed by a party to the other party that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure, including but not limited to the Commitment, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
d. Customer: the Distributor’s purchaser and/or user of the Deliverables.
e. Customer Information: information or materials provided, made available, or sourced by Customer to Rockwell Automation, including but not limited to Customer Confidential Information, technical specifications, drawings, source code, application code, communication interfaces, protocols, software, hardware, tools, and other documentation.
f. Deliverables: means Services and Service Deliverables, and may include any combination of Hardware and/or Software as outlined within the Statement of Work.
g. Delivery: Free Carrier (Place) (FCA) per Incoterms 2020, Rockwell Automation’s plant or designated location and Rockwell Automation may arrange, prepay and invoice Customer for any shipping, handling, custom, tariff, duty, insurance and similar charges incurred by Rockwell Automation.
h. Discloser: Customer and Rockwell Automation in their respective roles as discloser of Confidential Information under the Commitment.
i. Distributor: Rockwell Automation authorized resellers of certain services and products sold by Rockwell Automation.
j. Hardware: any hardware products provided by Rockwell Automation under the Commitment, along with supporting documentation.
k. Pre-Existing Intellectual Property: any ideas, concepts, materials, methodologies, know-how, development tools, techniques, or any other proprietary material, information, or software (whether written or machine-readable) that a party or one of its Affiliates owned or developed or was licensed to it prior to entering into the Commitment or any Statement of Work, or acquired or developed thereafter without reference to or use of the intellectual property or Confidential Information of the other party.
l. Recipient: Customer or Rockwell Automation, including Rockwell Automation’s authorized distributors and subcontractors, in their respective roles as recipient of Confidential Information under the Commitment.
m. Rockwell Automation: Rockwell Automation, Inc. or its Affiliate identified in a Statement of Work.
n. Service(s): consulting, configuration, engineering, designing, deployment, installation, commissioning, testing, training, or support as described in one or more Statement(s) of Work.
o. Service Deliverables: customized documentation, reports, presentations, designs, work product, and/or Application Software created by Rockwell Automation according to a Statement of Work exclusively for the Customer, except to the extent that it includes Pre-Existing Intellectual Property, Software or Hardware.
p. Software: commercially available computer software, programs, technology, cloud services, complementary software, firmware, associated media, the associated documentation, and any updates, upgrades, or enhancements thereto, or portions thereof, including revisions or modifications.
q. Statement of Work: Rockwell Automation’s detailed description of the Deliverables to be provided by Rockwell Automation to Customer, the price and date of commencement, and any other relevant details. Each Statement of Work must expressly reference or incorporate the Professional Services and Deliverables Commitment.
3. Warranty
a. Services Warranty. Rockwell Automation warrants to Customer that Services shall be performed in a professional and workmanlike manner conforming to standard industry practice.
b. Hardware Warranty. Rockwell Automation warrants to Customer for the period of 18 months from shipment, that Rockwell Automation branded Hardware will perform as stated in the Statement of Work, and that it will be free of defects in material, fabrication, and workmanship provided that: (1) the operating conditions and use are in accordance with any standards set forth in the Statement of Work, Rockwell Automation's published specifications, and applicable published recommendations by Rockwell Automation; and (2) the installation, adjustment, tuning, and start-up have been properly performed in accordance with Rockwell Automation’s published specifications and any applicable published recommendations by Rockwell Automation. The foregoing warranty does not apply to third-party branded Hardware. Third-party branded Hardware will be exclusively subject to the original manufacturer’s warranty or third-party terms.
c. Warranty Procedure.
i. Warranty Claim Process. Warranty remedies are available provided (a) Customer provides prompt written notice of the warranty claim to Rockwell Automation; (b) it is clear from Rockwell Automation’s examination that the alleged defect is not due to (i) misuse, neglect, improper installation, operation, maintenance, repair, alteration, or modification by anyone other than Rockwell Automation, (ii) an accident, or unusual deterioration or degradation of the Hardware or parts thereof due to physical environment, electrical, or electromagnetic noise environment; and (c) where applicable, Customer has returned the Hardware pursuant to Rockwell Automation instructions.
ii. Warranty Remedies. Remedies under this warranty will be limited to, at Rockwell Automation’s discretion: (1) Services: re-performance, or issuance of a credit for the purchase price of the Services giving rise to the warranty claim. (2) Hardware: replacement, repair, modification, or issuance of a credit for the purchase price of the Hardware giving rise to the warranty claim. Hardware replacements will be at Rockwell Automation’s discretion, and may be new, remanufactured, refurbished, or reconditioned. Repaired or replaced Hardware is similarly warranted for the longer period of 6 months from date of shipment or the remainder of the original warranty term.
iii. On-Site Hardware Warranty Service. If the repair or replacement does not cure the defective performance, Customer may request emergency on-site service, which will be at Rockwell Automation’s expense (consisting of time, travel, and expenses incurred by Rockwell Automation related to such services). If the defective performance is not due to warranted defects in the Hardware, the on-site service will be at Customer’s expense. On-site warranty services performed at Rockwell Automation expense shall be limited to a location where Rockwell Automation has existing warranty service coverage and shall not include removal or reinstallation costs related to large-scale assemblies such as motors or transformers.
d. Warranty Exclusions.
i. Rockwell Automation does not warrant or indemnify and will not otherwise be liable for (i) design, materials, or construction criteria furnished or specified by Customer and incorporated into the Deliverables, (ii) errors, discrepancies, or ambiguities in Customer Information; (iii) products supplied by, made by or sourced from Customer or other manufacturers or vendors specified by Customer; or (iv) commercially available computer software, hardware, and electrical components. Any Customer supplied/specified products will subject to the original manufacturer warranty or third-party terms.
ii. THE PROVISIONS OF THIS SECTION ARE THE EXCLUSIVE REMEDIES AND ROCKWELL AUTOMATION’S EXCLUSIVE LIABILITY FOR ANY BREACH OF WARRANTY OR BREACH OF CONTRACT ARISING FROM WARRANTED DEFECTS. THE ABOVE WARRANTIES ARE IN LIEU OF ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESSED, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR USE.
4. Disclaimer and Limitation of Liability
a. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR ANY BUSINESS INTERRUPTION, CYBER ATTACK, OR LOSS OF PROFIT, REVENUE, MATERIALS, ANTICIPATED SAVINGS, DATA (INCLUDING CORRUPTION OR DAMAGE OF DATA), CONTRACT, GOODWILL, LOST PRODUCTION, OR FOR ANY OTHER FORM OF INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY KIND.
b. EACH PARTY’S MAXIMUM CUMULATIVE LIABILITY RELATIVE TO ALL CLAIMS AND LIABILITIES, INCLUDING OBLIGATIONS UNDER ANY INDEMNITY, WHETHER OR NOT INSURED, WILL NOT EXCEED THE LESSER OF $1,000,000 OR THE INVOICED AMOUNT FOR THE STATEMENT OF WORK. ROCKWELL AUTOMATION DISCLAIMS ALL LIABILITY RELATIVE TO GRATUITOUS INFORMATION OR ASSISTANCE PROVIDED BY BUT NOT REQUIRED OF ROCKWELL AUTOMATION BY THE STATEMENT OF WORK. ANY ACTION BY EITHER PARTY MUST BE BROUGHT WITHIN THE APPLICABLE STATUTE OF LIMITATIONS. THESE DISCLAIMERS AND LIMITATIONS OF LIABILITY WILL APPLY REGARDLESS OF ANY OTHER CONTRARY PROVISION AND REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), OR OTHERWISE. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTY OR CONDITION OR EXCLUSION OF DAMAGES IS SEVERABLE AND INDEPENDENT OF ANY OTHER PROVISION. THIS PROVISION EXTENDS TO THE BENEFIT OF ROCKWELL AUTOMATION’S PARENT, SUBSIDIARIES, AFFILIATES, VENDORS, APPOINTED DISTRIBUTORS, AND OTHER AUTHORIZED RESELLERS AS THIRD-PARTY BENEFICIARIES.
c. The foregoing limitations and exclusions of liability shall not apply to nor limit a party’s liability for misappropriation or infringement of the other party’s intellectual property rights.
5. Ownership
a. Pre-Existing Intellectual Property. Each party will retain all rights in its own Pre-Existing Intellectual Property.
b. License to Use Software. Customers’ use of any Software is governed exclusively by Customer’s acceptance of Rockwell Automation or third-party license agreement(s) made available to Customer.
c. License to Use Service Deliverables. Rockwell Automation hereby grants to Customer for Customer’s internal business purposes a non-exclusive, royalty-free, perpetual, non-transferable license to modify and use all Service Deliverables and incorporated Rockwell Automation Pre-Existing Intellectual Property for the project identified in the Statement of Work and only by the Customer identified in that Statement of Work. If Service Deliverables are furnished for use with specific Software or Hardware, those Service Deliverables may not be used with any other software or hardware. Customer’s right to modify any Application Software and incorporated Rockwell Automation Pre-Existing Intellectual Property is limited to the extent it is provided to Customer in a modifiable form. Customer is solely responsible for its modifications and any such modifications will automatically void Rockwell Automation’s warranty, indemnity, and any support obligations hereunder. Customer shall not sublicense or assign the Service Deliverables and incorporated Rockwell Automation Pre-Existing Intellectual Property except to a customer who purchases the Service Deliverables from the Customer. Customer may make an additional archival copy of such Service Deliverables for backup.
d. No Other Rights. No licenses will be deemed to have been granted by either party to any of its patents, copyrights, trade secrets or other intellectual property except as otherwise expressly provided in the Commitment. The rights granted to Customer in the section are contingent upon Customer’s full and final payment to Rockwell Automation hereunder.
6. Government Clauses and Contracts
No government contract clauses or specifications apply to the Commitment except to the extent agreed in writing by Rockwell Automation.
7. Confidentiality
a. During the term of the Commitment and for a period of 5 years thereafter (provided that Recipient will continue to hold trade secrets of Discloser in confidence for as long as the information remains protected as a trade secret under applicable law), each party will maintain in strict confidence Confidential Information of the other party and will not use or reveal such information without the prior written authorization of the other. If Rockwell Automation’s authorized distributors or subcontractors are Recipients, these parties will be obligated under a separate written agreement that enforces usage and confidentiality restrictions that are at least as protective as those outlined in the Commitment.
b. The obligations of confidentiality and non-use will not apply to information (i) that is published or becomes part of the public domain other than by means of a breach of the Commitment; (ii) that the Recipient can prove by written documentation was known to it prior to disclosure by the Discloser; (iii) that the Recipient subsequently rightfully receives from a third party without an obligation of confidentiality; (iv) that the Discloser discloses to a third party on a non-confidential basis; or (v) that was independently developed by the Recipient.
c. The Recipient shall not use or disclose any Confidential Information, except as expressly authorized by the Commitment, and shall protect all such Confidential Information using the same degree of care which Recipient uses with respect to its own similar proprietary information, but in no event with safeguards less than a reasonably prudent business would exercise under similar circumstances. Recipient shall take prompt and appropriate action to prevent unauthorized use or disclosure of the Confidential Information.
d. If any Confidential Information must be disclosed to any third party by reason of legal, accounting or regulatory requirements beyond the reasonable control of the Recipient, the Recipient shall promptly notify the Discloser of the order or request and permit the Discloser (at its own expense) to seek an appropriate protective order.
8. Acceptance; Delivery
a. Acceptance. The Statement of Work may contain explicit acceptance testing requirements, as deemed applicable by Rockwell Automation, including but not limited to factory acceptance testing, site acceptance testing, and/or project closeout. Acceptance of the Deliverables shall occur either: (i) on the date that the parties mutually agree the Deliverable materially conforms to acceptance criteria in the Statement of Work or is otherwise beneficially used by Customer, but in no event later than 60 days following Delivery; or (ii) if no acceptance criteria is specified in the Statement of Work, then acceptance occurs upon Delivery or completion of the relevant Service. Upon Customer’s acceptance of Service Deliverables, they are considered complete and Rockwell Automation provides no further warranty for defects or discrepancies discovered after acceptance.
b. Delivery. When applicable, Rockwell Automation will send the Deliverables pursuant to the Delivery terms. In all cases, title transfers to Customer upon the earlier of Rockwell Automation’s Delivery to Customer or receipt by the first carrier for transport to Customer. All returns of Hardware will be pursuant to Rockwell Automation’s instructions.
9. Changes
a. Change Order Criteria. Any change resulting from the following circumstances is subject to equitable adjustments to price, scheduling, and other affected terms and conditions:
i. Customer requested changes, including those affecting the identity, scope, and delivery of the Deliverables;
ii. Concealed or otherwise unknown conditions of Customer Information, equipment, facilities, sites, or products differing materially from those indicated or anticipated in the Statement of Work or that otherwise differ materially from those ordinarily found under similar circumstances;
iii. Any delays or suspensions by Customer, its employees, Affiliates, other contractors to Customer, or any other party within Customer’s reasonable control; or
iv. Any emergency endangering persons or property.
b. Notice. When an affected party identifies change order criteria, it must provide written notice of a requested change to the other party within a reasonable time of identification. In the event of an emergency endangering persons or property, Rockwell Automation may act at its discretion, without prior notice, to prevent damage, injury or loss, including suspension of performance.
c. Execute Change Order. Changes must be executed in a written change order signed by both parties or otherwise definitively authorized by both parties, which shall include a description of the change, timeline, and equitable price adjustment. If the parties cannot agree on a change in pricing or schedule, it will be resolved pursuant to the Disputes section of the Commitment.
10. Responsibilities
Customer will be responsible for:
a. cooperating with Rockwell Automation to enable performance of Services, including providing timely access to Customer’s computer systems, personnel, facilities, data, and other information necessary for the performance of the Services;
b. compliance with and informing Rockwell Automation in advance of relevant laws, regulations, and standards, including safety regulations and standards, applicable to the country or locality where the Deliverables will be provided and used as of the effective date of the Statement of Work;
c. ensuring that Customer activities under the Commitment and Customer Information complies with all applicable laws and regulations, including meeting all applicable material restrictions as defined in the Restriction of Hazardous Substances regulations, or if they do not, notifying Rockwell Automation prior to shipment of the products that do not meet those regulations and indemnifying Rockwell Automation against any claim arising out of use of those products;
d. all licenses, permits, clearances, and site access rights along with reasonable access to the worksite, which shall be ready, safe, structurally sound, and secured with all necessary Customer furnished equipment and facilities;
e. all other factors that are outside of the direct control of Rockwell Automation and its subcontractors.
11. Customer Information
a. Customer represents and warrants that it has the rights to share Customer Information with Rockwell Automation for it to perform its obligations under the Commitment and that such access to and use of Customer Information under the Commitment will not infringe or violate any agreement, confidentiality obligations, copyrights, or other intellectual property rights of the original vendor or any other third party.
b. Customer grants to Rockwell Automation a royalty-free, sublicensable, non-exclusive license during the term of the Commitment to Customer Information needed to perform the Statement of Work.
c. Customer agrees to indemnify Rockwell Automation from any claims arising out of Rockwell Automation’s use of Customer Information pursuant to the Commitment and the Statement of Work.
12. Data Privacy and Security
a. To the extent that Customer provides information that includes Personal Data, as that term is defined in the DPA, the DPA shall govern the processing of such Personal Data.
b. To the extent Rockwell Automation receives Customer Information, Rockwell Automation will comply with the standards outlined and available for review in the Data Handling Commitments in the Trust Center at https://www.rockwellautomation.com/en-us/trust-center.html.
13. Independent Terms
Rockwell Automation is not a party to or bound by any contract between Customer and Distributor, including by Distributor’s acceptance of a Customer purchase order. Distributor is an independent enterprise, not an agent or representative of Rockwell Automation, and is not authorized to bind Rockwell Automation.
14. Effective Date
The Commitment will become effective when Customer purchases the Deliverables from Distributor. Customer agrees that by purchasing the Deliverables it accepts the Statement of Work and Commitment. Absent such purchase, this Commitment will become null and void. No addition or modification to the Commitment and Statement of Work, including terms appearing in Customer’s purchase order or requisition, will bind Rockwell Automation unless mutually agreed to in writing.