Robotics & AI Discovery Day Standard Agreement

Standard Agreement Terms

1. THE ENTIRE AGREEMENT. Exhibitor acknowledges that this Agreement, presented as a digital addendum, is a binding agreement (even if clicked-through online), and, further, that this Agreement is the final, complete and exclu­sive state­ment of the entire agreement and understanding between the parties. This Agree­ment supersedes any prior and contem­poraneous pro­posals, requests for proposals, and all commun­ications regarding the sub­ject matter of this Agree­ment, whether oral or written. This Agreement may not be modified except by a written document which specifically references this Agreement and the specific term or condition to be modified, and is execut­ed by the parties.

‍This document shall also serve as a “Master Agreement” such that the terms and conditions contained in this document may be used with one or more discrete project work orders (each a, “Work Order”) that incorporates the terms and conditions hereof, with each Work Order, so-named, signed and having a separate and contractual independent existence with its own respective Supplements.2. DEFINITIONS.In addition to term otherwise defined, as used herein and throughout this Agreement: 

2.1 Agreement means the entire content of this document (“Standard Agreement”), and by this reference, incorporated with any other Supplements specifically designated in communications between the parties. 

2.2 Effective Date means the date upon which this Agreement is mutually signed by both parties. 

2.3 Exhibitor Content means all materials, information, photography, writings and other creative content provided by Exhibitor for use in the preparation of and/or incorporation in the Deliverables. 

2.4 Copyrights means the property rights in works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law. 

2.5 Deliverables means the services and work product specified in the Supplements delivered by PRN to Exhibitor for any reason, in the form and media specified in the Supplements. 

2.6 PRN Tools means all design tools or software developed and/or utilized by PRN.

2.7 Services, means any action rendered by the PRN on the behalf of the Exhibitor’s interests, including but not limited to event management and marketing, promotional content creation, digital marketing, public relations, copywriting, graphic design, talent matchmaking, and without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools as described and otherwise further defined in the Supplements. 

2.8 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration. 

2.9 Final Content means the creative content developed or created by PRN, or commissioned by PRN, exclusively for the Project and incorporated into and delivered as part of the Final Deliverables, and in such version as actually accepted, including and by way of example, not limitation, any and all visual designs, visual elements, graphic design, illustration, photography, animation, sounds, typographic treatments and text, modifications to Exhibitor Content, and PRN’s selection, arrangement and coordination of such elements together with Exhibitor Content and/or Third Party Materials. 

2.10 Final Deliverables means the final versions of Deliverables provided by PRN and accepted by Exhibitor. 

2.11 Preliminary Works means all Deliverables that are earlier versions of the Final Deliverables, as well as artwork including, but not limited to, concepts, sketches, out-takes, drafts, visual presentations, or other alternate or preliminary designs and documents developed by PRN and which may or may not be shown and or delivered to Exhibitor for consideration but do not form part of the Final Content. 

2.12 Project means the scope and purpose of the Exhibitor’s identified usage of the work product as described in the Supplements.

2.13 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of the Exhibitor.

‍2. SUPPLEMENTS. Supplements to this Standard Agreement shall be provided by PRN to Exhibitor, prior to the execution hereof, as part of the formation process for this Agreement. Supplements describe specific terms and conditions applicable to the Project set forth herein. By way of example, the parties may simply acknowledge by email communications that the attachments in an email are the Supplements to this Agreement. Supplements are subject to modification until the execution of this Agreement, which, thereafter, may be modified only as provided in this Agreement for amendments of this Agreement.

‍3. FEES AND CHARGES.

‍3.1 Fees. In consideration of the Services to be performed by PRN, Exhibitor shall pay to PRN fees in the amounts and according to the payment schedule set forth in the Supplements, and all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule. Except to the extent otherwise expressly provided in any Supplement hereto, invoices are due upon receipt. Interest shall accrue at the lesser of 1.5% per month or the highest permissible legal rate. Exhibitor shall indemnify and hold PRN harmless, including reasonable attorneys’ fees, for all costs of collecting overdue invoices. 

‍4. Exhibitor RESPONSIBILITIES.Exhibitor acknowledges that it shall be responsible for performing the following in a reasonable and timely manner: (a) coordination of any decision-making with parties other than the PRN; (b) provision of Exhibitor Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation, unless otherwise expressly provided in the Supplements; (c) final proofreading and in the event that Exhibitor has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, Exhibitor shall incur the cost of correcting such errors; and (d) compliance with all PRN administrative procedures, as established by PRN from time-to-time.

‍5. CONFIDENTIAL INFORMATION.Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this Agreement except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

‍6. RELATIONSHIP OF THE PARTIES.

‍6.1 Independent Contractor. PRN is an independent contractor, not an employee of Exhibitor or any company affiliated with Exhibitor. PRN shall provide the Services under the general direction of Exhibitor, but PRN shall determine, in PRN’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. PRN and the work product or Deliverables prepared by PRN shall not be deemed a work for hire as that term is defined under Copyright Law. All rights, if any, granted to Exhibitor are contractual in nature and are wholly defined by the express written agreement of the parties and the various terms and conditions of this Agreement. 

6.2 PRN Agents. PRN shall be permitted to hire, engage and/or use third party agents or other service providers as independent contractors or otherwise in connection with the Services, with or without compensation (“Service Resource”). Notwithstanding, PRN shall remain fully responsible for such Services Resource’s compliance with the various terms and conditions of this Agreement. 

6.3 No Solicitation. During the term of this Agreement, and for a period of one (1) year after expiration or termination of this Agreement, Exhibitor agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, with or without compensation, any PRN employee, independent contractor or Service Resource, whether or not said person has been assigned to perform tasks arising from this Agreement (“Restricted Resource”); provided, however, that the Exhibitor may, on a non-exclusive basis, hire any person who was a Participant in any employment training Sessions organized by PRN and its affiliates for which Exhibitor was Sponsor (“Unrestricted Resource”), with written notice to PRN and its advance written consent in its sole discretion, and provided further that, in such event of hiring an Unrestricted Resource, Exhibitor adheres to PRN’s Resource Engagement Protocol. In the event of such a transaction with an Unrestricted Resource, and without limiting other compensation and/or remedies to which PRN is entitled, Exhibitor agrees that PRN shall be entitled to and shall receive a commission of twenty percent (20%) due within 30 days of the employment starting date. 

6.4 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Exhibitor is free to engage others to perform services of the same or similar nature to those provided by PRN, and PRN shall be entitled to offer and provide services to others, solicit other Exhibitors and otherwise advertise the services offered by PRN.

‍7. WARRANTIES AND REPRESENTATIONS.

‍7.1 Exhibitor. Exhibitor represents, warrants and covenants to PRN that (a) Exhibitor owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Exhibitor Content, (b) to the best of Exhibitor’s knowledge, the Exhibitor Content does not infringe the rights of any third party, and use of the Exhibitor Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Exhibitor shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Exhibitor shall comply with all laws and regulations as they relate to the Services and Deliverables.

7.2 PRN. (a) PRN hereby represents, warrants and covenants to Exhibitor that PRN will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services. (b) PRN further represents, warrants and covenants to Exhibitor that (i) except for Third Party Materials and Exhibitor Content or otherwise provided in the Supplement, the Final Deliverables shall be the original work of PRN and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by PRN, PRN shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for PRN to grant the intellectual property rights provided in this Agreement, and (iii) to the best of PRN’s knowledge, without investigation, the Final Content provided by PRN and PRN’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Exhibitor or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Supplements or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of PRN shall be void. (c) PRN does not represent or warrant that any Deliverables or work product are capable of registering as trademarks or patents, and Exhibitor is solely responsible to verify any brands or other properties for commercial use in the relevant marketplace. (d) Except for the express representations and warranties stated in this Agreement, PRN makes no warranties whatsoever. PRN explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the project. 

‍8. TERM AND TERMINATION.

‍8.1 This Agreement shall commence upon the Effective Date and shall remain effective as set forth in the Supplements. 

8.2 This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party: becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) calendar days from receipt of written notice of such breach.

8.3 In the event of termination under any circumstances, PRN shall be compensated for the Services performed through the effective date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by PRN or PRN’s agents as of the date of termination, whichever is greater; and Exhibitor shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.

8.4 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

‍9. GENERAL.

‍9.1 Waiver. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach. 

9.2 Notices. All notices to be given hereunder shall be transmitted in writing to the last known represented address of the respective parties, by overnight carrier or return receipt. Notices may be given by facsimile if a confirmation of sending is retained, and by electronic mail, if to the most recently completed communication email used and if a delivery receipt is retained. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt. 

9.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party, except that PRN may assign this Agreement to any affiliated company provided that the obligations herein are fully assumed. 

9.4 Force Majeure. PRN shall not be deemed in breach of this Agreement if PRN is unable to complete the Services or any portion thereof by reason of fire, earthquake, labor dispute, act of God or public enemy, death, illness or incapacity of PRN or any local, state, federal, national or international law, governmental order or regulation or any other event beyond PRN’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, PRN shall give notice to Exhibitor of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services. 

9.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the Commonwealth of Pennsylvania without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the Commonwealth of Pennsylvania. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Exhibitor acknowledges that PRN will have no adequate remedy at law in the event Exhibitor uses the deliverables in any way not permitted hereunder, and hereby agrees that PRN shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein. 

9.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision. 

9.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.