Standard Software & Services Agreement (Template)

Effective Date: November 17, 2025

This Software & Services Agreement ("Agreement") is entered into between the client ("Client") and Stewart Industrial Automation ("Provider"). This template covers delivery of professional services, software configurations, and support for industrial automation projects.

1. Scope of Services

Provider will deliver services described in one or more Statements of Work ("SOWs"). Each SOW will include deliverables, timelines, acceptance criteria, and fees.

2. Fees & Payment

Fees are set forth in the applicable SOW. Unless otherwise stated, payment is due within 30 days of invoice. Late payments may incur interest.

3. Change Orders

Any material change to scope, schedule, or fees must be documented in a written Change Order signed by both parties.

4. Client Responsibilities

Client will provide access to facilities, systems, and personnel as reasonably required for Provider to perform the services.

5. Intellectual Property

• Deliverables: Unless otherwise agreed, Provider grants Client a perpetual, non-exclusive license to use deliverables for Client’s internal operations.
• Pre-existing IP: Provider retains all rights to tools, templates, and pre-existing IP used to create deliverables.

6. Confidentiality

Both parties will protect the other party’s Confidential Information and not disclose it except as required by law or with written consent.

7. Warranties & Disclaimers

7.1 Provider Warranties

Provider warrants that:

• Services will be performed in a professional and workmanlike manner consistent with industry standards
• Provider has the right to enter into this Agreement and perform the services
• Services will comply with specifications set forth in the applicable SOW
• To Provider's knowledge, deliverables will not infringe third-party intellectual property rights

7.2 Warranty Period & Remedies

Provider warrants services for 90 days from delivery/acceptance. If Client reports defects during this period, Provider will re-perform the services or correct defects at no additional charge. If Provider cannot correct defects after reasonable attempts, Client's sole remedy is a refund of fees paid for the defective services. This warranty does not cover defects caused by: (a) Client modifications; (b) misuse or negligence; (c) third-party software/hardware; or (d) failure to follow Provider's instructions.

7.3 DISCLAIMER OF WARRANTIES

EXCEPT AS EXPRESSLY STATED IN SECTION 7.1, PROVIDER PROVIDES ALL SERVICES AND DELIVERABLES "AS IS" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE
• WARRANTIES OF NON-INFRINGEMENT
• WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE
• WARRANTIES THAT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR MEET CLIENT'S SPECIFIC REQUIREMENTS

Provider does not warrant that services will achieve any particular result, cost savings, or return on investment. Any statements regarding typical payback periods, uptime improvements, or efficiency gains are estimates based on prior projects and are not guarantees.

8. Limitation of Liability

8.1 Liability Cap

Provider's total aggregate liability for any and all claims arising from this Agreement or any SOW shall be limited to the greater of: (a) the total fees paid by Client under the applicable SOW in the 12 months preceding the claim, or (b) $50,000.

8.2 Exclusion of Consequential Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, neither party will be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:

• Loss of profits, revenue, or business opportunities
• Loss of data or cost of procurement of substitute services
• Production downtime or delays
• Business interruption
• Loss of goodwill or reputation

This exclusion applies regardless of the legal theory (contract, tort, negligence, strict liability, or otherwise) and even if a party has been advised of the possibility of such damages.

8.3 Exceptions to Liability Limitations

The liability limitations in this Section 8 do not apply to:

• Either party's gross negligence or willful misconduct
• Death or personal injury caused by either party's negligence
• Either party's breach of confidentiality obligations
• Either party's indemnification obligations under Section 8.4
• Obligations that cannot be limited by law

8.4 Mutual Indemnification 8.4.1 Provider Indemnification

Provider will indemnify, defend, and hold harmless Client from third-party claims alleging that Provider's deliverables infringe any patent, copyright, or trade secret of a third party, provided that Client: (a) promptly notifies Provider of the claim; (b) grants Provider sole control of the defense and settlement; and (c) reasonably cooperates with Provider. If deliverables become subject to an infringement claim, Provider may, at its option: (i) obtain the right for Client to continue using the deliverables; (ii) replace or modify the deliverables to be non-infringing; or (iii) terminate the affected SOW and refund pro-rata fees paid.

8.4.2 Client Indemnification

Client will indemnify, defend, and hold harmless Provider from claims arising from: (a) Client's use of deliverables in violation of this Agreement; (b) Client's negligence or willful misconduct; (c) modifications to deliverables made by Client or third parties; or (d) Client's violation of applicable laws or regulations.

9. Remote Services & Client Responsibilities

9.1 Remote Diagnostics & Support

Provider may perform services remotely, including diagnostics, programming, configuration, and troubleshooting of Client's automation systems. Client acknowledges that:

• Remote access may require Client to provide VPN credentials, network access, or remote desktop connections
• Client is responsible for maintaining adequate cybersecurity measures, backups, and system redundancy
• Provider is not liable for downtime, data loss, or system failures occurring during or after remote sessions, except in cases of Provider's gross negligence

9.2 Client System Access & Control

When granting Provider remote access, Client agrees to:

• Maintain current backups of all critical systems and data before remote sessions
• Provide a designated point of contact during remote work
• Notify Provider of any safety-critical systems or production constraints
• Retain the right to terminate remote sessions at any time

9.3 Limitation of Remote Services Liability

Client acknowledges that industrial automation systems involve inherent risks. Provider's remote services are advisory and diagnostic in nature. Client retains ultimate responsibility for:

• Safety interlocks, emergency stops, and fail-safe mechanisms
• Compliance with OSHA, safety regulations, and industry standards
• Production scheduling, downtime management, and business continuity
• Final testing and validation of any changes made remotely

Provider is not liable for production losses, equipment damage, or safety incidents arising from remote services, except where caused by Provider's gross negligence or willful misconduct.

10. Termination

10.1 Termination for Cause

Either party may terminate this Agreement or any SOW for material breach if the breach is not cured within 30 days of written notice. Material breaches include: non-payment, unauthorized disclosure of Confidential Information, or failure to provide agreed services.

10.2 Termination for Convenience

Either party may terminate any SOW for convenience with 30 days' written notice. Upon such termination, Client will pay for all services performed through the termination date plus reasonable wind-down costs.

10.3 Effect of Termination

Upon termination:

• Client pays all outstanding fees for services performed to date
• Provider will deliver all work-in-progress and Client materials within 15 days
• Confidentiality obligations survive for 3 years
• Licenses granted for completed deliverables remain in effect (if fees paid)
• Sections 5 (Intellectual Property), 6 (Confidentiality), 8 (Limitation of Liability), and 11 (Governing Law) survive termination

11. Governing Law

This Agreement will be governed by the laws of the State of Ohio, unless otherwise specified in the applicable SOW. Both parties consent to the exclusive jurisdiction of the state and federal courts located in Ohio.

12. Support & Maintenance

Post-delivery support terms (SLA, response times, and fees) will be specified in the SOW or separate support agreement.

Standard Response Times (unless otherwise specified in SOW):

• Critical issues (safety-related, production stopped): 48-hour initial response
• High priority (significant functionality impaired): 5 business days response
• Normal priority (general inquiries, enhancements): 10 business days response

Response time begins when Provider receives notice during business hours (Monday-Friday, 9 AM - 5 PM Eastern Time, excluding holidays). Response does not guarantee resolution timeframe, which depends on issue complexity.

13. Insurance & Compliance

Provider maintains the following insurance coverage:

• Commercial General Liability: $1M per occurrence / $2M aggregate
• Professional Liability (E&O): $1M per claim
• Cyber Liability: $1M per claim

Certificates of Insurance will be provided upon request. Client may request to be named as an additional insured for on-site work (subject to insurer approval).

14. Entire Agreement

This Agreement and attached SOWs constitute the entire agreement between the parties and supersede all prior negotiations, understandings, and agreements. This Agreement may only be amended by written instrument signed by both parties.

15. Force Majeure

Neither party will be liable for delays or failures in performance resulting from causes beyond reasonable control, including but not limited to: acts of God, natural disasters, war, terrorism, labor disputes, government actions, pandemics, or failure of third-party services (e.g., internet, power, hosting). The affected party will promptly notify the other party and use reasonable efforts to mitigate delays.

Contact

For contracting inquiries: admin@stewart-industrial-automation.com

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Customize this template (jurisdiction, liability caps, SLA specifics) with counsel before use.

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