PURCHASE ORDER TERMS AND CONDITIONS

FOR PRODUCTS AND SERVICES

The Purchase Order and these terms and conditions (collectively the “Agreement”) is effective as of ___, 2024 (“Effective Date”) by and between Mujin Corp. and its affiliates (collectively, “Mujin” or “Seller”), and _________________ (“Buyer”).  Seller and Buyer are individually referred to as “Party” and collectively referred to as “Parties.”   The terms and conditions of this Agreement shall apply to all products and/or services (“Products” or “Services”) purchased by Seller from Mujin and, together with the terms and conditions of applicable Purchase Orders, are the only terms which govern such purchases. 

1.     Scope of Work:  All scope of work shall be contained in the Purchase Order.  Seller shall furnish and provide all of the following to the extent necessary or incidental for the completion of the work described in the Purchase Order: (a) all  materials, supplies, equipment, and related documentation (“Products”); (b) labor, supervision, and professional services, including without limitation all services necessary to design, engineer, configure, manufacture, deliver drawings, and supply the Products in accordance with the Agreement (collectively, “Services”); and (c) fees, duties, taxes, transportation, storage, permits, licenses, insurance, and all other incidental expenses.  To the extent Seller is required to perform Services at the Buyer’s work site, Seller represents that it is familiar with all visible physical conditions and constraints of the Project as well as the general practices and applicable standards of safety and quality.  Seller shall in all respects comply with all applicable laws, rules, regulations, codes, conditions (attached to any permits), and exemptions in relation to the execution of the Work.  

2.     Shipment and Delivery

a.     Shipment: Unless expressly agreed to by the Parties in a Purchase Order, Seller shall select the method of shipment of, and the carrier for, the Products. Seller may, in its sole discretion, without liability or penalty, make partial shipments of Products to Buyer.

b.     Late Delivery:  Seller shall use all reasonable efforts to meet any schedule for delivery of Products as stated in the Purchase Order.  Notwithstanding that good-faith effort, any delivery schedule quoted by Seller is an estimate only. Seller is not liable for any loss or damage arising from any delay in filling any order or delay in delivery.

c.     Inspection: If applicable, Buyer shall inspect the Products within 20 days of receipt ("Inspection Period") of the Products, and Buyer shall either accept the Products or report any nonconformance to Seller and/or reject any such shipment of Products in nonconformance as defined in this Paragraph. Upon passing Buyer’s inspection, or expiration of the above inspection period, without Buyer finding any nonconformance, the Products will be deemed accepted (“Final Acceptance”). 

d.     Force Majeure:  Neither Party shall be liable or responsible to the other Party, nor be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, when such failure or delay is caused by or results from acts beyond the reasonable control of the impacted Party's ("Impacted Party"), including, without limitation, the following force majeure events ("Force Majeure Event(s)"): acts of God, flood, fire, earthquake, epidemics, or explosion, war, terrorism, government order in effect on or after the date of this Agreement, national strikes, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; and other events beyond the reasonable control of the Impacted Party.

2.     Title and Risk of Loss:  Title to Products ordered under any Purchase Order passes to Buyer upon delivery of such Products to the Buyer’s specified location as stated in the Purchase Order.  Risk of loss to all Products ordered under any Purchase Order shall pass to Buyer under Incoterms EXW unless otherwise stated in the Purchase Order.

3.     Price and Payment:  All pricing information shall be included in each Purchase Order.  Unless otherwise specified in the Purchase Order, payment must be made in full prior to shipment of the Products.  Shipping Charges, Insurance, and Taxes:  Unless otherwise stated in the Purchase Order, Buyer shall pay for all shipping charges, insurance costs; national, federal, state, and local excise taxes; sales, consumption, withholding, value-added, use or similar taxes; all import, export, or customs duties, tariffs, or similar charges.

4.     Credit Status: Upon request by Seller, the Buyer shall provide Seller with statements verifying the Buyer's financial standing and creditworthiness, as reasonably requested by the Seller from time to time.  Should Seller require it, Buyer agrees to complete a credit application. If, at its sole discretion, Seller deems Buyer's financial status or creditworthiness to be insufficient or unsatisfactory, Seller reserves the right, without incurring any liability or penalty, to delay, modify, or cancel the Purchase Order.

5.     Compliance with Laws:  Buyer shall at all times comply with all laws applicable to this Agreement, Buyer's performance of its obligations hereunder, and Buyer's use or sale of the Products. Without limiting the generality of the foregoing, Buyer shall (a) at its own expense, maintain all certifications, credentials, licenses, and permits necessary to conduct its business relating to the purchase or use of the Products and (b) not engage in any activity or transaction involving the Products, by way of shipment, use or otherwise, that violates any law. 

6.     Intellectual Property (“IP”) & Intellectual Property Rights (“IPR”)

a.     For purposes of this Agreement, “Mujin Technology” means the MCX, including its hardware and firmware, and the pre-installed software applications provided by Mujin, including Palletizing, Bin Picking, De-Palletizing, Fleet Management, and WES. Mujin Technology refers exclusively to Mujin-developed software and hardware and does not include any third-party or buyer-developed software or hardware, except where expressly incorporated or integrated by Mujin.

b.    For Software embedded in any Product, subject to and conditioned upon Buyer’s continued compliance with this Agreement, Seller grants Buyer a non-transferable, non-exclusive, revocable license to use such embedded Software to operate the Product in the manner consistent with the scope of work delineated in each Purchase Order.  As an exception to the non-transferable license, Buyer may transfer its license to use the embedded Software to its customer only in conjunction with Buyer’s sale of the Product on which the embedded Software is installed.  Buyer’s transfer of the embedded Software must be under terms consistent with and no less stringent than the terms set forth herein. Except as specifically permitted herein, embedded Software may not be sublicensed, transferred or loaned to any other party without Seller’s prior express written consent. In the event of any breach of these Terms by Company, Seller may terminate Buyer’s license upon written notice to Buyer. 

c.     During the Term of this Agreement, Seller grants to Buyer a nonexclusive, nontransferable, revocable license to reproduce any trademark or logo provided to Buyer from time to time by Mujin (“Mujin Marks”), in Buyer’s marketing and promotional materials solely for the purpose of marketing Mujin Technology. Buyer agrees not to attach any additional trademarks, trade names, logos or designations to Mujin Technology.  All uses of the Mujin Marks are subject to Mujin’s prior written approval. Nothing contained in this Agreement will give Company any right, title or interest in the Mujin Marks. 

d.     Seller retains all right, title, and interest in and to the Mujin Technology and all intellectual property rights, including patent, trademark, trade name, trade secrets and copyright, in and to the Mujin Technology. Any and all inventions, works of authorship, designs, improvements, enhancements, or modifications to the Mujin Technology developed by or on behalf of Seller during the Term of this Agreement (collectively, “Mujin Foreground IP”) shall be and remain the sole and exclusive property of Seller, regardless of whether such Foreground IP is based on input, specifications, or requirements provided by Company or its End Customers. Mujin Foreground IP shall be deemed included within the definition of “Mujin Technology” for purposes of this Agreement. Seller reserves all rights in the Mujin Technology not expressly granted herein, and no other license or implied rights of any kind are granted or conveyed. The sale or provision of Mujin Technology does not convey any license by implication, estoppel, or otherwise except as stated herein or in the End User License Agreement (“EULA”), a copy of which is attached as Exhibit 1. 

e.     Independent Developments by Buyer. Buyer may develop software and hardware applications that operate with, extend, or are designed for use with Mujin Technology (collectively, “Buyer Applications”), including solutions built on top of the Mujin platform. Seller does not claim ownership of such Buyer Applications, provided they do not incorporate, reverse engineer, or modify the source code, object code, firmware, or design architecture of Mujin Technology, and do not infringe any Mujin intellectual property rights, including patent rights. For clarity, Buyer Applications that interface with Mujin Technology solely through authorized means—such as documented APIs, SDKs, or integration specifications provided by Seller —shall not be deemed modifications or improvements to the Mujin Technology, and remain the property of Company or its End Customers.

f.      License Back. To the extent any Buyer Application—whether software or hardware—is developed using or for use with the Mujin Technology, Company grants, and shall ensure its End Customers grant, to Seller a non-exclusive, royalty-free, worldwide, perpetual, irrevocable license to use, copy, analyze, and modify such Buyer Applications solely for the purpose of enhancing, supporting, maintaining, or improving the Mujin Technology and its associated services, APIs, or platform. For the avoidance of doubt, this license does not include the right to commercialize or publicly disclose any Buyer Application without the prior written consent of its owner, unless such Buyer Application has been made publicly available by the owner. Nothing in this Section shall be construed to transfer ownership of any Buyer Application to Seller.

7.     Termination

a.     Seller's Right to Terminate:  Seller may terminate this Agreement upon written notice to Buyer: (i) if Buyer fails to pay any amount when due under this Agreement and such failure continues for 60 days after Buyer's receipt of written notice of nonpayment; (ii) if Buyer breaches any provision of this Agreement or any Purchase Order, and either the breach cannot be cured or, if the breach can be cured, it is not cured by Buyer within 60 days after Buyer's receipt of written notice of such breach; (iii) if Buyer becomes insolvent or is generally unable to pay its debts as they become due, files or has filed against it, a petition for voluntary or involuntary bankruptcy, or a general assignment for the benefit of its creditors, or applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any to take charge of or sell any material portion of its property or business; or (iv) Seller terminates this Agreement for convenience, for any reason or not reason at all, with 90 days’ written notice to Buyer.

b.     Buyer's Right to Terminate:  Buyer may terminate this Agreement upon written notice to Seller: (i) if Seller materially breaches any material provision of this Agreement or any Purchase Order and either the breach cannot be cured or, if the breach can be cured, it is not cured by Seller within 60 days after Seller's receipt of written notice of such breach;(ii) if Seller becomes insolvent or is generally unable to pay its debts as they become due, files or has filed against it, a petition for voluntary or involuntary bankruptcy; (iii) in the event of a Force Majeure Event affecting the Seller's performance of this Agreement occurs for a period longer than 180 days; or (iv) Buyer terminates this Agreement for convenience, for any reason or no reason at all, with 90 days’ written notice to Buyer; provided, however, that there are no pending Purchase Orders issued by Buyer to Seller.

8.       Confidentiality:  All information exchange under this Agreement from either party (the "Disclosing Party") may disclose or make available to the other Party (the "Receiving Party") information about its business affairs, Products and services, forecasts, confidential information, and materials comprising or relating to Intellectual Property Rights, trade secrets, third-party confidential information, and other sensitive or proprietary information (collectively, "Confidential Information"). Confidential Information does not include information that at the time of disclosure:

9.     Representations and Warranties 

a.     Product Warranties:  Seller warrants to Buyer that (i) no Products will be Nonconforming Products; (ii) for a period of 12 months from the date of shipment of the Products (the "Warranty Period"), that such Products will materially conform to the specifications set forth in the Purchase Order and will be free from significant defects in material and workmanship; and (iii) Buyer will receive good and valid title to the Products, free and clear of all encumbrances and liens of any kind.

b.     Warranty Limitations. The warranties under Paragraph 11 do not apply where the Products have: (i) been subjected to abuse, misuse, neglect, negligence, accident, improper testing, improper installation, improper storage, improper handling, abnormal physical stress beyond standard wear and tear, abnormal environmental conditions or use contrary to any instructions issued by Seller; (ii) been reconstructed, repaired, reverse-engineered or altered other than by Seller; (iii) been used with any third-party product, hardware, or product that has not been previously approved in writing by Seller; or (iv) relate to the Software.

10.  Indemnification:  Subject to the terms and conditions of this Agreement, each Party (as "Indemnifying Party") shall indemnify, defend and hold harmless the other Party and its Representatives/officers, directors, employees, agents, affiliates, successors and permitted assigns (collectively, "Indemnified Party") against any and all third party claims for losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, fees and the costs of enforcing any right to indemnification under this Agreement and the cost of pursuing any insurance providers, (collectively, "Losses"), arising out or resulting from any Claim of a third party alleging: (i) any negligent act or omission of Indemnifying Party or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; (ii) any bodily injury, death of any Person or damage to real or tangible personal property caused by the willful or negligent acts or omissions of Indemnifying Party or its Personnel; (iii) any failure by Indemnifying Party or its Personnel to comply with any applicable Laws; (iv) any breach of confidentiality as described in Paragraph 8.

a.     IP Indemnification:  Seller will, at the request of Buyer, defend or settle at Seller’s sole expense, any and all suits, proceedings and/or claims for infringement or alleged infringement of any Intellectual Property Rights (or based upon unfair competition by reason of sale or use of the Products or any portion thereof), arising out of the acquisition or use by Buyer of any Intellectual Property designed or procured by or for Seller pursuant to or in connection with the Products, and will indemnify and hold Buyer harmless from and against all third-party claims, loss and expense on account of such infringement.  Seller will not be responsible for such defense or loss where the violations of Intellectual Property Rights arises from drawings, specifications, plans or other documents prepared by Buyer or Buyer’s separate contractors.  In the event Buyer is enjoined in such suit or proceeding from use of any item of Intellectual Property, Seller will promptly (in addition to any other remedy Buyer available to Buyer) either (i) secure termination of the injunction and procure for Buyer the right to use such Intellectual Property, without any obligation or liability, or (ii) replace such Intellectual Property with a non-infringing item of Intellectual Property, or modify same to become non-infringing, all at Seller’s sole expense.

b.     With respect to claims under this Paragraph, Seller shall have the right to select and retain such counsel as Seller deems necessary to represent the Parties in connection with the IP claim.  If Buyer retains its own counsel, any fees and expenses of Buyer’s counsel will be paid by Buyer.   Seller will have the right to settle any claim on the part of Buyer without the prior written consent of Buyer.

11.  Limitation of Liability:  NEITHER PARTY NOR ITS REPRESENTATIVES IS LIABLE FOR CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR ENHANCED DAMAGES, LOST PROFITS OR REVENUES OR DIMINUTION IN VALUE, ARISING OUT OF OR RELATING TO ANY BREACH OF THIS AGREEMENT, REGARDLESS OF (A) WHETHER SUCH DAMAGES WERE FORESEEABLE, (B) WHETHER OR NOT EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND (C) THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT, OR OTHERWISE) UPON WHICH THE CLAIM IS BASED, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

12.  Insurance:  During the term of this Agreement, Buyer shall, at its own expense, maintain and carry insurance in full force and effect which includes, but is not limited to commercial general liability (including property) in a sum no less than $2,000,000 with financially sound and reputable insurers with no less than a A-rated from a recognized rating agency.  Upon Seller's request, Buyer shall provide Seller with a certificate of insurance from Buyer's insurer evidencing the insurance coverage specified in this Agreement. Buyer shall provide Seller with 60 days' advance written notice in the event of a cancellation or material change in Buyer's insurance policy. Except where prohibited by law, Buyer shall require its insurer to waive all rights of subrogation against Seller's insurers and Seller.

13.  Miscellaneous

a.     Entire Agreement.   This Agreement, including all related exhibits and attachments together with the Purchase Order, constitutes the sole and entire agreement of the Parties with respect to the subject matter contained herein and therein.

b.     Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement.

c.     Amendment and Modification: No amendment or modification of this Agreement is effective unless it is in writing, identified as an amendment to this Agreement and signed by an authorized Representative of each Party.

d.     Assignment. Buyer may not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Seller. Seller may assign any of its rights or delegate any of its obligations to any Affiliate acquiring all or substantially all of Seller's assets. Any purported assignment or delegation in violation of this Section is null and void.

e.     Choice of Law. This Agreement, including all PO documents and exhibits, schedules, attachments, and appendices attached to this Agreement and thereto are governed by, and construed in accordance with, the Laws of the State of Georgia and any civil action or proceeding of any kind whatsoever arising from or relating to this Agreement shall take place in the U.S. District Court for the Northern District of Georgia or, if such court does not have subject matter jurisdiction, the Superior Court of Gwinnett County, Georgia.

f.      Waiver of Jury Trial. Each Party acknowledges and agrees that any controversy that may arise under this Agreement is likely to involve complicated and difficult issues and, therefore, each such Party irrevocably and unconditionally waives any right it may have to a trial by jury in respect of any legal action arising out of or relating to this Agreement

g.     Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement.

h.     Relationship of Parties. Nothing in this Agreement creates any agency, joint venture, partnership, or other form of joint enterprise, employment, or fiduciary relationship between the Parties. Buyer is an independent contractor pursuant to this Agreement.