Rev. Nov 2025
This Professional Services and Deliverables Agreement between Rockwell Automation and Customer covers the performance and sale of the Deliverables set forth in Rockwell Automation’s Statement of Work.
1. DEFINITIONS.
a. Affiliates: an entity that is directly or indirectly controlled by or is under common control with a party, where “control” means an ownership, voting, or similar interest representing 50% or more of the total interests then outstanding of the relevant entity.
b. Agreement: the Professional Services and Deliverables Agreement together with any Statement of Work.
c. Application Software: means 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.
d. Confidential Information: means 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 Agreement, business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party.
e. Customer: the purchaser and/or user of the Deliverables.
f. 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.
g. Deliverable(s): means Services and Service Deliverables, and may include any combination of Hardware and/or Software as outlined within the Statement of Work.
h. 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.
i. Discloser: Customer and Rockwell Automation in their respective roles as discloser of Confidential Information under the Agreement.
j. DPA: Rockwell Automation’s Data Processing Addendum available at https://www.rockwellautomation.com/en-us/company/about-us/legal-notices/data-processing-addendum.html
k. Export/Import Laws: all applicable export, re-export, and import laws and regulations, embargoes and sanctions, of any relevant jurisdiction, including but not limited to those of the United States.
l. Hardware: any hardware products provided by Rockwell Automation under the Agreement, along with supporting documentation.
m. 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 Agreement 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.
n. Recipient: Customer or Rockwell Automation, including Rockwell Automation’s authorized distributors and subcontractors, in their respective roles as recipient of Confidential Information under the Agreement.
o. Rockwell Automation: Rockwell Automation, Inc. or its Affiliate identified in a Statement of Work.
p. Service(s): means consulting, configuration, engineering, designing, deployment, installation, commissioning, testing, training, or support as described in one or more Statement(s) of Work.
q. Service Deliverable(s): means 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.
r. 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.
s. 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 Agreement.
2. ORDER OF PRECEDENCE.
In the event of a conflict between the Professional Services and Deliverables Agreement and the Statement of Work, the Statement of Work will govern.
3. PRICE.
The price is as provided in the Statement of Work exclusive of applicable taxes, tariffs, and duties unless otherwise specified. Given the uncertainty of potential tariffs, Rockwell Automation may at any time prior to shipment, upon notice to Customer, adjust the prices for Deliverables to address any increase in any additional or new tariff, duty, or similar tax affecting the Deliverables.
4. PAYMENT.
Net 30 days from date of invoice issued in accordance with the pricing and payment schedule that is part of the Statement of Work. Rockwell Automation may render partial invoices and require progressive payments. Rockwell Automation reserves the right to suspend any further performance hereunder or otherwise in the event payment is not made when due. No offset is permitted. Interest charges will be added to overdue invoices at the rate of 1.5% per month (subject to any limit imposed by applicable law).
5. RESPONSIBILITIES.
a. Rockwell Automation Responsibilities. Rockwell Automation will be responsible for:
i. the allocation of Rockwell Automation personnel and its subcontractors, the performance of Services, and providing Deliverables as set forth in the Statement of Work;
ii. the use of subcontractors in the performance of Services, at its discretion;
iii. compliance with relevant laws, regulations, and standards, including safety regulations applicable to Rockwell Automation in the country where the Deliverables will be provided at the effective date of the Statement of Work;
iv. compliance with all applicable posted site rules of Customer and any additional Customer’s site rules to the extent incorporated into the Statement of Work; and
v. maintaining ISO 9001 certified quality systems globally at its major service and production facilities.
b. Customer Responsibilities. Customer will be responsible for:
i. 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;
ii. 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;
iii. ensuring that Customer activities under the Agreement 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;
iv. 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;
v. all other factors that are outside of the direct control of Rockwell Automation and its subcontractors.
6. 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.
Rockwell Automation reserves the right to substitute using the latest superseding revision or series or equivalent Hardware or Software having comparable form, fit, and function, and such substitutions shall not be considered changes subject to the other terms of this section.
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 Agreement.
7. 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.
8. 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.
9. TERMINATION.
a. Termination for Convenience. Customer may terminate the Agreement for its own convenience with 120 days’ prior written notice to Rockwell Automation.
b. Termination for Cause. Either party may terminate the Agreement for cause (i) if the other party breaches any material term or condition of the Agreement and fails to cure such breach within 90 days after written notice, or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation, or general assignment for the benefit of creditors.
c. Effects of Termination.
i. If the Agreement is terminated for convenience, or terminated by Rockwell Automation for cause, Customer shall pay Rockwell Automation within net 30 days of the date of invoice for the proportionate cost of the Statement of Work performed up to the date of termination, whether Deliverables are delivered or in process and cannot reasonably be cancelled or returned.
ii. If the Agreement is terminated by Customer for cause, Rockwell Automation’s liability shall be limited to the fees paid for the terminated portion of the Statement of Work (provided Customer ceases all use of any Service Deliverables purchased under that Statement of Work) and any documented direct excess reprocurement costs incurred by Customer to complete the terminated portion of the Statement of Work to a capacity not exceeding the limits and fees allocated to the terminated portion of the Statement of Work.
iii. Any termination of Software subscriptions is subject to the relevant license agreement made available to Customer.
10. CONFIDENTIALITY.
a. During the term of the Agreement 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 Agreement.
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 Agreement; (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 Agreement, 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.
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 Agreement and that such access to and use of Customer Information under the Agreement 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 Agreement 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 Agreement 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. 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 Agreement. The rights granted to Customer in the section are contingent upon Customer’s full and final payment to Rockwell Automation hereunder.
14. INSURANCE.
During the term of the Agreement, Rockwell Automation shall maintain, at its sole expense, the following insurance coverages:
a. Workers’ Compensation: statutory in accordance with applicable law;
b. Employer’s Liability: USD 1,000,000 per accident, per employee, per disease;
c. Commercial General Liability: USD 2,000,000 per occurrence single limit of liability, USD 2,000,000 general aggregate that shall include contractual liability, premises liability, advertising liability, and product liability;
d. Commercial Automobile Liability: USD 2,000,000 per occurrence combined single limit of liability, covering all owned, leased, and non-owned vehicles; and
e. Technology Errors & Omissions / Cyber Liability: USD 2,000,000 per claim and in the aggregate.
15. INTELLECTUAL PROPERTY INDEMNITY.
a. Indemnity. Rockwell Automation will pay costs and damages finally awarded in any suit against Customer to the extent based on a finding that the design or construction of any Deliverables as furnished, infringe any patent, utility model, copyright, or trademark granted or registered in the country of Rockwell Automation’s shipping destination, provided that, Customer: (i) promptly informs Rockwell Automation of the alleged infringement in writing; (ii) provides Rockwell Automation the exclusive right to defend and settle the suit, at Rockwell Automation’s expense; (iii) provides all reasonable information and assistance requested for the defense; and (iv) does not take any adverse position in connection with such claim.
b. Exclusions. Rockwell Automation shall have no liability for any infringement that is based upon or arises out of: (i) compliance with Customer’s instructions, specifications or designs; (ii) use of Deliverables in a Customer or third-party process; (iii) third party Hardware or Software, which are subject to the original manufacturer’s terms; (iv) Rockwell Automation’s authorized use of Customer Information; or, (v) combinations with other equipment, software or materials not supplied by Rockwell Automation.
c. The foregoing states the sole and exclusive obligations of Rockwell Automation for intellectual property infringement.
d. Rockwell Automation’s obligations under the paragraph will be fulfilled if Rockwell Automation, at its option and expense: (i) procures for Customer the right to continue using such Deliverable, (ii) replaces the same with non-infringing equipment / software having functionality similar to that of the Deliverable, (iii) modifies the Deliverable to make it non-infringing while retaining similar functionality, or (iv) if (i)-(iii) are not commercially practicable, refunds to Customer the purchase price of the affected Deliverable prorated over 36 months from the date of Delivery in exchange for its return.
16. GENERAL INDEMNITY.
Rockwell Automation agrees to indemnify the Customer from any suit or proceeding by third parties (which are not Rockwell Automation employees) for damage to third-party tangible property and for bodily injury to the percentage extent directly caused by Rockwell Automation’s negligence in the performance of the Agreement; provided that, Customer: (i) promptly informs Rockwell Automation of the alleged claim in writing; (ii) provides Rockwell Automation the exclusive right to defend and settle the suit, at Rockwell Automation’s expense; (iii) provides all reasonable information and assistance requested for the defense; and (iv) does not take any adverse position in connection with such claim. If any such damage or injury is caused by the joint or concurrent negligence of Rockwell Automation and Customer, or any agent, subcontractor, or supplier to Customer, each party shall pay for its own defense, and the liability of each party shall be borne in proportion to the party’s negligence.
17. 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.
18. FORCE MAJEURE.
Neither party will be liable for any loss, damage or delay arising out of its failure (or that of its subcontractors) to perform hereunder due to causes beyond its reasonable control, including without limitation, acts of God, acts of civil or military authority, fires, strikes, floods, epidemics, quarantine restrictions, war, riots, acts of terrorism, cyber-attacks, scarcity of components or materials, delays in transportation, or transportation embargoes. In the event of such delay, performance date(s) will be extended as reasonably necessary to compensate for the delay.
19. GOVERNMENT CLAUSES AND CONTRACTS.
No government contract clauses or specifications apply to the Agreement except to the extent agreed in writing by Rockwell Automation.
20. EXPORT/IMPORT CONTROLS.
a. Customer acknowledges that the technology and Deliverables may be subject to various export controls and regulations. Customer agrees to comply with all Export/Import Laws. Customer represents and warrants that all technology and Deliverables provided hereunder, and any derivatives thereof will not be: (i) used, downloaded, exported, re-exported or transferred, directly or indirectly, contrary to the Export/Import Laws; (ii) used for any purpose prohibited by the Export/Import Laws, including but not limited to, the design, development, manufacture or production of nuclear, missile, chemical or biological weapons; and/or (iii) delivered or supplied to or for use in Russia or Belarus, or to persons/entities otherwise ineligible to acquire or use the technology and Deliverables provided hereunder.
b. Customer represents and warrants that it is not subject to sanctions or otherwise designated on any list of prohibited or restricted parties, and is not owned 50% or more or controlled by such a party, including but not limited to the lists maintained by the United Nations Security Council, the U.S. Government (e.g., the U.S. Department of Treasury’s Specially Designated Nationals list and Foreign Sanctions Evaders list, and the U.S. Department of Commerce’s Entity List), the European Union or its member states, or other applicable government authority. Customer further warrants that no sanctioned or blocked individual will be involved in the work performed under the Agreement, including negotiations, contracting, or any other transactions, and shall advise Rockwell Automation immediately in the event an ownership or other change would violate any term in this section, in which case Rockwell Automation shall be relieved from any further responsibilities under the Agreement.
21. ASSIGNMENT.
The Agreement may not be assigned in whole or in part by either party without the written consent of the other. However, consent will not be required for internal transfers and assignments between a party and its parent company, subsidiaries, or Affiliates as part of a consolidation, merger, or any other form of corporate reorganization.
22. INDEPENDENT CONTRACTORS.
The parties at all times will be independent. Neither party is an employee, joint venturer, agent or partner of the other; neither party is authorized to assume or create any obligations or liabilities, express or implied, on behalf of, or in the name of the other. The employees, methods, facilities, and equipment of each party at all times will be under the exclusive direction and control of that party.
23. DISPUTES.
The parties will attempt in good faith to promptly resolve any dispute by negotiations between representatives who have authority to settle the dispute. Any dispute not resolved by negotiation may then be submitted to a court of competent jurisdiction in accordance with the terms provided in the Agreement. These procedures are the exclusive procedures for the resolution of disputes between the parties.
24. GOVERNING LAW AND FORUM.
The Agreement and all disputes arising under it will be governed by and interpreted in accordance with the internal laws and will be subject to the exclusive jurisdiction of the courts of the state, province, or other governmental jurisdiction where the Rockwell Automation Affiliate responsible for performing services under the Agreement resides, but specifically excluding the provisions of the 1980 UN Convention on Contracts for the International Sales of Goods.
25. SEVERABILITY.
If a provision of the Agreement is found unenforceable by law, the remainder of the Agreement shall continue in full force and effect. A delay or failure in enforcing any right or remedy under the Agreement shall not prejudice or operate to waive that right or remedy.
26. SURVIVAL.
The protections in the Agreement relating to intellectual property protection, use of data, confidentiality, disclaimers, warranties, indemnity, and liability limitations and any other provision of the Agreement that must survive to fulfill its essential purpose shall survive any termination or expiration of the Agreement.
27. NOTICE.
Written notice will be deemed to have been given when the notifying party delivers such notice to the other party or has sent such notice to the other party by certified or registered mail or email (with confirming letter to follow), directed to the points of contact identified in the Statement of Work.
28. LANGUAGE.
The parties acknowledge that they have required that the Agreement evidenced hereby be drawn up in English. Les parties reconnaissent avoir exigé la rédaction en anglais du Contrat. In the event of a conflict between the English and other language versions, the English version will prevail.
29. EXECUTION.
The Agreement may be executed in multiple counterparts. Customer may accept the Agreement by either signing the Agreement physically, electronically, or by sending Rockwell Automation a purchase order explicitly referencing on its face the Agreement (e.g., “This order placed in accordance with Rockwell Automation proposal # ____________dated_____________,” or, simply, “Per Rockwell Automation proposal #__________ dated_______________)”.
30. ENTIRE AGREEMENT.
Except as expressly referenced herein, the Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated in the Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of the Agreement, all of which are merged in the Agreement. The Agreement may not be modified, amended or in any way altered except by written amendment signed by authorized representatives of both parties. Any terms and conditions which may appear as pre-printed language or otherwise be on, attached to, or inserted within any order forms, quotes, invoices, bills, or other similar forms or documents issued by Customer shall be of no force or effect even if such forms or documents are accepted by Rockwell Automation.