This OEM Supply and License Agreement (“Agreement”), is entered into between
Fort Robotics, Inc. (“Manufacturer”), and the organization agreeing to these terms (“OEM”).
1.1 “Effective Date” means the date of last signature in the applicable Order Acknowledgement or, if earlier, the start of the license term specified in the applicable Order Acknowledgement.
1.2 “End User” means a direct or indirect customer of OEM who is purchasing, leasing or licensing an OEM Product for its own use.
1.3 “Fort Platform” means the Manufacturer software (in object code form) listed on the applicable Order Acknowledgement, including any modifications or updates thereto made available by Manufacturer pursuant to this Agreement.
1.4 “Intellectual Property Rights” means patent rights, copyright rights (including, but not limited to, rights in audiovisual works and moral rights), trade secret rights, and any other intellectual property rights recognized by the law of each applicable jurisdiction.
1.5 “Marks” means Manufacturer’s trademarks, tradenames, service marks, and/or service names specified in the applicable Order Acknowledgement.
1.6 “OEM Product(s)” means the products specified in the applicable Order Acknowledgement, which are distributed, leased or licensed by OEM to its customers (including, without limitation, as part of OEM’s services) in combination with a Product.
1.7 “Product(s)” means the Manufacturer products listed on the applicable Order Acknowledgement, including but not limited to any modifications or additions provided to OEM by Manufacturer.
2.1 Orders. The Agreement governs supply of Product by or on behalf of Manufacturer to OEM, and access to, and use of, the Fort Platform subscribed to by OEM and its customers pursuant to a purchase order or order acknowledgement form executed by both Parties (upon execution, each a “Order Acknowledgement”). All Order Acknowledgements will reference this Agreement and shall be governed by the terms and conditions hereof.
2.2 Rolling Forecast. Upon entering into an initial Order Acknowledgement, OEM shall provide Manufacturer with a twelve-month rolling forecast of quantity requirements of each Product in writing (each, a “Forecast”). Forecasts shall be updated by OEM on a monthly basis. OEM and Manufacturer acknowledge and agree that: (a) each such Forecast is a good faith estimate of its anticipated orders for Products based on information then available to OEM; and (b) Forecasts do not constitute a binding order or commitment of any kind by OEM to purchase Products or by Manufacturer to supply Products.
2.3 No Standalone Sales. In the exercise of OEM’s rights under this Agreement, OEM will always market and distribute the Products in combination with OEM Products and not resell the Products or grant sublicenses to the Fort Platform in standalone form or with any products other than the OEM Products.
2.4 Restrictions. OEM will not: (i) disassemble, decompile, or reverse engineer any Products; (ii) copy or otherwise reproduce any Products, in whole or in part; or (iii) modify the Product in any manner, except as it may be expressly directed by Manufacturer in writing; or (iii) use, distribute or otherwise dispose of the Fort Platform, except as expressly permitted under this Agreement. Manufacturer reserves all right, title and interest in and to Fort Platform not expressly granted by Manufacturer under this Agreement. OEM’s rights in the Products will be limited to those expressly granted in this Agreement.
2.5 Fort Platform License.
2.5.1 Subject to the terms and conditions of this Agreement, Manufacturer grants OEM a limited, non-exclusive license during the license term specified in the applicable Order Acknowledgement to (A) access and use the Fort Platform solely for the following purposes: (i) integrating the Product and Fort Platform with the OEM Product; (ii) demonstrating and marketing the OEM Product to potential End Users; and (iii) providing training and maintenance and support services to End Users; and (B) distribute (the distributable components designed by Manufacturer only) and sublicense the Fort Platform as part of the OEM Product to End Users. OEM may make only as many internal use copies of the distributable components (as designated by Manufacturer) of the Fort Platform as reasonably necessary to use the Fort Platform as permitted under this license. OEM will not, and will ensure that its customers do not: (i) modify, disassemble, decompile or reverse engineer the Fort Platform, except, and solely to the extent, if any, that applicable local law requires that such activities be permitted; or (ii) distribute or grant access to the Fort Platform, except as permitted by this Agreement. Manufacturer will deliver a master copy of the distributable components of the Fort Platform to OEM following execution of this Agreement by both parties. Manufacturer reserves all right, title and interest in and to Fort Platform not expressly granted by Manufacturer under this Agreement.
2.5.2 OEM acknowledges that upon the earlier of (i) expiration or termination of this Agreement, for any reason, or (ii) expiration of the license term specified in the applicable Order Acknowledgement, OEM and End Users will cease to have the right to use the Fort Platform as part of the OEM Products unless OEM or the End User purchases a separate license from Manufacturer for each applicable OEM Product in accordance with Manufacturer’s standard license terms then in effect.
2.6 Customer Agreement. OEM may not make available or distribute the Product and/or grant sublicenses to the Fort Platform to any End User unless such End User is subject to a written end user license agreement or other agreement (a “EULA”) with OEM that protects Manufacturer and its proprietary rights in the Fort Platform to at least the same degree as the terms and conditions of this Agreement. Without limiting the foregoing, the EULA must, at a minimum, (i) name Manufacturer as an express third-party beneficiary under the EULA, with a right to enforce the terms of the EULA against the End User; (ii) prohibit the End User from disassembling, decompiling or reverse engineering the object code of the Fort Platform; (iii) make no representations or warranties on behalf of Manufacturer; (iv) not grant any rights to such End User in the Fort Platform beyond the scope of this Agreement; (v) contain provisions that protect Manufacturer’s Confidential Information in a manner that is consistent, in scope and extent, with the provisions of Section 7; and (vi) contain provisions that are consistent with Section 2.5.2. OEM will promptly provide Manufacturer with reasonable access to such EULAs following Manufacturer’s request. Notwithstanding the foregoing, Manufacturer may require End Users to agree to agree to Manufacturer’s standard end user terms for the Fort Platform, as may be implemented by Manufacturer from time to time.
3.1 Demonstrations. OEM will be responsible for demonstrations and benchmarks of Products and Fort Platform to, and evaluations by, its prospective customers. Assistance by Manufacturer in any demonstrations or benchmarks will be at Manufacturer’s discretion.
3.2 Materials. If any advertisement or other marketing material used by OEM makes any statement as to the technical features or capabilities of the Products or Fort Platform beyond the information provided to OEM by Manufacturer, OEM will first obtain the written approval of Manufacturer prior to publishing such advertisement or material.
3.3 Trademarks. Subject to the terms and conditions of this Agreement, Manufacturer grants OEM a non-exclusive, non-transferable license for the license term specified in the applicable Order Acknowledgement to use the Marks in OEM’s marketing of the Products and Fort Platform, provided that such use is in accordance with Manufacturer’s trademark usage guidelines then in effect. Such use must reference the Marks as being owned by Manufacturer. Nothing in this Agreement grants OEM ownership or any rights in or to use the Marks, except in accordance with this license. The rights granted to OEM in this license will terminate upon any termination or expiration of this Agreement. Upon such termination or expiration, OEM will no longer make any use of any Marks. Manufacturer will have the exclusive right to own, use, hold, apply for registration for, and register the Marks during the term of, and after the expiration or termination of, this Agreement; OEM will neither take nor authorize any activity inconsistent with such exclusive right.
4.1 Orders. OEM will order Products by Order Acknowledgements. Any terms and conditions of any such Order Acknowledgement that are in addition to or inconsistent with the terms and conditions of this Agreement will be deemed stricken from such Order Acknowledgement, notwithstanding any acknowledgment or acceptance of such Order Acknowledgement. OEM is, and will remain, entirely free to determine its End User prices and fees in its own discretion.
4.2. Acceptance. All orders for Products are subject to acceptance in writing by Manufacturer and shall not be considered binding until the earlier of such acceptance or shipment, and, in the case of acceptance by shipment, only as to the portion of the order actually shipped. Manufacturer will make commercially reasonable efforts to ship the Products to OEM in accordance with delivery schedules specified in the Order Acknowledgement as accepted by Manufacturer.
4.3 Shipment. Orders for Products will be shipped FCA Manufacturer’s point of shipment. Shipments will be made to OEM’s identified warehouse facilities or freight forwarder, subject to approval in writing by Manufacturer in advance of shipment. Unless specified in OEM’s order, Manufacturer will select the mode of shipment and the carrier. OEM will be responsible for and pay all packing, shipping, freight and insurance charges, which charges Manufacturer may require OEM to pay in advance. Title (except title to the Fort Platform and any other software contained in the Products, which shall remain with Manufacturer and its suppliers) and all risk of loss of or damage to Products will pass to OEM upon delivery by Manufacturer to the carrier, freight forwarder or OEM, whichever first occurs.
4.4 Cancellation. Manufacturer reserves the right to cancel any orders placed by OEM and accepted by Manufacturer as set forth above, or to refuse or delay shipment thereof, if OEM: (i) fails to make any payment as provided in this Agreement or under the terms of payment set forth in any invoice or otherwise agreed to by Manufacturer and OEM; (ii) fails to meet reasonable credit or financial requirements established by Manufacturer, including any limitations on allowable credit; or (iii) otherwise fails to comply with the terms and conditions of this Agreement. No such cancellation, refusal or delay will be deemed a termination (unless Manufacturer so advises OEM) or breach of this Agreement by Manufacturer.
5.1 Payments for Products. OEM will pay Manufacturer the prices for the Products and the right to access and use the Fort Platform in connection with such Products as set forth on the applicable Order Acknowledgement. Such prices are stated in United States dollars. All shipping or other transportation charges for delivery of the Products to OEM, including insurance and special packaging, will also be paid by OEM.
5.2 Payments for Maintenance, Support, Updates, and Enhancements. To the extent that OEM elects to receive maintenance and support services and updates and enhancements for the Products from Manufacturer under Section 6.2, OEM will pay Manufacturer the nonrefundable amounts specified in the applicable Order Acknowledgement for such service
5.3 Taxes. All amounts payable under this Agreement are exclusive of all sales, use, value-added, withholding, and other taxes and duties. OEM will pay all taxes and duties assessed in connection with this Agreement and its performance by any authority within or outside of the U.S., except for taxes payable on Manufacturer’s net income. Manufacturer will be promptly reimbursed by OEM for any and all taxes or duties that Manufacturer may be required to pay in connection with this Agreement or its performance.
5.4 Payment Terms. Unless otherwise agreed, all payments shall be due thirty (30) days from the date of Manufacturer’s invoice. Payments will be by certified check or wire transfer to a bank account designated by Manufacturer the amount of the aggregate prices of the Products ordered (plus any applicable taxes, shipping and other charges).
5.5 Credit Terms. Manufacturer reserves the right, upon written notice to OEM, to declare all sums immediately due and payable in the event of a breach by OEM of any of its obligations to Manufacturer, including the failure of OEM to comply with credit terms. Furthermore, Manufacturer reserves the right at all times either generally or with respect to any specific order by OEM to vary, change or limit the amount or duration of credit to be allowed to OEM. OEM agrees to pay for Products as invoiced.
5.6 Interest. Interest shall accrue on any delinquent amounts owed by OEM for Products at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable usury law.
5.7 No Setoff. OEM will not setoff or offset against Manufacturer’s invoices amounts that OEM claims are due to it. OEM will bring any claims or causes of action it may have in a separate action and waives any right it may have to offset, setoff or withhold payment for Products delivered by Manufacturer.
6.1 By OEM. In addition to the provisions of Section 3.1, OEM will be responsible for providing the following support to its End Users: (i) installing the Products as needed; (ii) training End Users to use the Products and the Fort Platform as intended, in a safe manner and in accordance all safety instructions provided by Manufacturer; and (iii) providing all direct first level technical support to End Users, including but not limited to diagnosing problems and using its reasonable efforts to provide solutions.
6.2 By Manufacturer. Except as otherwise agreed upon in writing by Manufacturer, Manufacturer shall not be responsible for providing support of any kind to End Users. Subject to receipt by Manufacturer of payments as specified in Section 5.2, during the Term of this Agreement, Manufacturer will provide OEM with error corrections, updates, and enhancements to the Products and Fort Platform in accordance with Manufacturer’s then-current standard support and maintenance guidelines for the level of support purchased by OEM as set forth on the applicable Order Acknowledgement (on a Product-by-Product basis).
7.1 Confidential Information. “Confidential Information” means: (a) the Products; (b) any business or technical information of Manufacturer or OEM, including but not limited to any information relating to Manufacturer’s or OEM’s product plans, designs, costs, finances, marketing plans, business opportunities, personnel, research, development or know-how; and (c) the terms and conditions of this Agreement.
7.2 Exceptions. Confidential Information shall not include information that: (a) is in or enters the public domain without breach of this Agreement through no fault of the receiving party; (b) the receiving party was demonstrably in possession of prior to first receiving it from the disclosing party; (c) the receiving party can demonstrate was developed by the receiving party independently and without use of or reference to the disclosing party’s Confidential Information; or (d) the receiving party receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.
7.3 Obligations. Each party will maintain the Confidential Information of the other party in strict confidence and will exercise due care with respect to the handling and protection of such Confidential Information, consistent with its own policies concerning protection of its own Confidential Information of like importance. Each party will use the Confidential Information of the other party only as expressly permitted herein, and will disclose such Confidential Information only to its employees and consultants as is reasonably required in connection with the exercise of its rights and obligations under this Agreement (and only subject to binding use and disclosure restrictions at least as protective as those set forth herein executed in writing by such employees and consultants). However, each party may disclose Confidential Information of the other party pursuant to the order or requirement of a court, administrative agency, or other governmental body, provided that the receiving party gives reasonable notice to the other party to contest such order or requirement. Any such disclosure by the receiving party of the Confidential Information of the disclosing party, will, in no way, be deemed to change, affect or diminish the confidential and proprietary status of such Confidential Information.
7.4 Injunctive Relief. Each party acknowledges that improper use or disclosure of the Confidential Information of the other party would cause substantial harm to the other party that could not be remedied by the payment of damages alone. Accordingly, each party will be entitled to preliminary and permanent injunctive relief and other equitable relief for any breach of this Section 7.
8.1 Power and Authority. Manufacturer warrants to OEM that it has sufficient right and authority to grant to OEM all licenses and rights that Manufacturer grants under this Agreement.
8.2 Product Warranty. Manufacturer warrants to OEM that the Products will be free from material defects for each Product, for as long as the license to Fort Platform granted under Section 2.5.1 with respect to such Product continues. In the event the Products fail to conform to such warranty, as OEM’s sole and exclusive remedy for such failure Manufacturer will, at its option and without charge to OEM, repair or replace the Products provided the nonconforming item is returned to Manufacturer in accordance with Manufacturer’s RMA procedures within the warranty period. The foregoing warranty shall not apply to any nonconformities caused by OEM’s or customer’s modification, alteration, improper handling or misuse of the Product.
8.3 OEM Product. OEM acknowledges and agrees that OEM, through its own analysis and testing, is solely responsible for making the final selection of the system and components and assuring that all performance, endurance, maintenance, safety and warning requirements of the application are met in the OEM Products. OEM represents and warrants that it will analyze all aspects of the application, follow applicable industry standards, and follow the information concerning the Products and in any other materials provided from Manufacturer.
8.4 Disclaimer of Other Warranties. THE WARRANTIES IN THIS SECTION ARE IN LIEU OF, AND MANUFACTURER EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT.
9.1 Indemnity By OEM. Subject to the terms of Section 9.2, OEM agrees to indemnify Manufacturer against any third party claims against Manufacturer for loss, damage, liability, or expense (including but not limited to attorneys’ fees) arising out of any acts or omissions of OEM in connection with their activities under this Agreement.
9.2 Indemnity by Manufacturer.
(a) Duty to Indemnify.
(i) Manufacturer will indemnify and hold OEM harmless from and against, and will defend or settle at Manufacturer’s own expense, any action or other proceeding brought against OEM to the extent that it is based on a claim that the Products or Fort Platform infringe any U.S. copyright or U.S. patent issued as of the Effective Date, or that the Products or Fort Platform incorporate any misappropriated trade secrets.
(ii) Manufacturer will pay any and all costs, damages, and expenses (including but not limited to reasonable attorneys’ fees) finally awarded against OEM in any such action or proceeding attributable to any such claim.
(iii) Manufacturer will have no obligation under this Section as to any action, proceeding, or claim unless: (A) Manufacturer is notified of it promptly; (B) Manufacturer has sole control of its defense and settlement; and (C) OEM provides Manufacturer with reasonable assistance in its defense and settlement.
(b) Sole Remedy. THE FOREGOING ARE MANUFACTURER’S SOLE AND EXCLUSIVE OBLIGATIONS, AND OEM’S SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS IN CONNECTION WITH THE PRODUCTS OR SOFTWARE.
(c) Exclusions. Manufacturer will have no obligations under this Section 9.2 with respect to infringement or misappropriation arising from (i) modifications to the Products or Fort Platform that were not authorized by Manufacturer, (ii) Product specifications requested by OEM, or (iii) the use of the Products or Fort Platform in combination with products not provided by Manufacturer.
10.1 Total Liability. MANUFACTURER’S TOTAL LIABILITY TO OEM UNDER THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM OEM UNDER THIS AGREEMENT.
10.2 Exclusion of Damages. IN NO EVENT WILL MANUFACTURER BE LIABLE TO OEM OR TO ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES, OR ANY LOSS OF USE, DATA, BUSINESS OR PROFITS, OR FOR COSTS OF PROCURING SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE PRODUCTS, SOFTWARE OR SERVICES, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING PRODUCT LIABILITY), EVEN IF MANUFACTURER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
10.3 Exceptions. The limitations of liability set forth herein shall not apply to (i) claims of breaches of confidentiality under Section 7; (ii) indemnification obligations set forth under Section 9; or (ii) claims of gross negligence or willful misconduct.
10.4 Failure of Essential Purpose. The parties have agreed that the limitations specified in this Section 10 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose.
11.1 Term. The term of this Agreement will begin on the Effective Date and will continue for the longer of (i) three (3) years and (ii) the end of the license term specified in the applicable Order Acknowledgement (the “Term”) unless it is terminated earlier in accordance with the provisions hereof. This Agreement may be renewed for additional periods upon the mutual written agreement of the parties, although each party acknowledges that the other is not under any obligation to do so.
11.2 Events of Termination. Either party will have the right to terminate this Agreement and/or any pending orders if:
(a) the other party breaches any material term or condition of this Agreement and fails to cure such breach within thirty (30) days after written notice;
(b) the other party becomes the subject of a voluntary petition in bankruptcy or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors; or
(c) the other party becomes the subject of an involuntary petition in bankruptcy or any involuntary proceeding relating to insolvency, receivership, liquidation, or composition for the benefit of creditors, if such petition or proceeding is not dismissed within sixty (60) days of filing.
11.3 Effect of Termination.
(a) Upon termination or expiration of this Agreement: (i) OEM will (except as specified in subsection (b) below) immediately return to Manufacturer or (at Manufacturer’s request) destroy all Confidential Information in its possession or control, and an officer of OEM will certify to Manufacturer in writing that OEM has done so; and (ii) all licenses granted under this Agreement to the Fort Platform will terminate. OEM acknowledges that continued access to the Fort Platform (by OEM and/or End Users) after the date of termination or expiration of this Agreement (or, if applicable, expiration of the applicable Term Subscription License) will require a separate license to the Fort Platform in accordance with Section 2.5.2.
(b) Upon termination or expiration of this Agreement, all unshipped orders will remain in effect unless canceled pursuant to Section 11.2. Further, Manufacturer may, at its option, reacquire any or all Products then in OEM’s possession at prices not greater than the prices paid by OEM for such Products. Upon receipt of any Products so reacquired from OEM, Manufacturer shall issue an appropriate credit to OEM’s account. The due dates of all outstanding invoices to OEM for Products automatically will be accelerated so they become due and payable on the effective date of termination, even if longer terms had been provided previously.
11.4 No Damages for Termination. MANUFACTURER WILL NOT BE LIABLE TO OEM FOR DAMAGES OF ANY KIND, INCLUDING INCIDENTAL OR CONSEQUENTIAL DAMAGES, ON ACCOUNT OF THE TERMINATION OR EXPIRATION OF THIS AGREEMENT IN ACCORDANCE WITH ITS TERMS. OEM WAIVES ANY RIGHT IT MAY HAVE TO RECEIVE ANY COMPENSATION OR REPARATIONS ON TERMINATION OR EXPIRATION OF THIS AGREEMENT UNDER APPLICABLE LAWS OR OTHERWISE, OTHER THAN AS EXPRESSLY PROVIDED IN THIS AGREEMENT. Neither party will be liable to the other on account of termination or expiration of this Agreement for reimbursement or damages for the loss of goodwill, prospective profits or anticipated income, or on account of any expenditures, investments, leases or commitments made by either party or for any other reason whatsoever based upon or growing out of such termination or expiration.
11.5 Nonexclusive Remedy. The exercise by either party of any remedy under this Agreement will be without prejudice to its other remedies under this Agreement or otherwise.
11.6 Survival. The rights and obligations of the parties contained in Sections 7 (Confidentiality), 10 (Limitations of Liability), 11.3 (Effect of Termination), 11.6 (Survival) and 13 (General) will survive the termination or expiration of this Agreement.
Each party agrees to comply with all applicable laws, rules, and regulations in connection with its activities under this Agreement. Without limiting the foregoing, OEM acknowledges that all Products and Fort Platform, including documentation and other technical data, are subject to export controls imposed by the U.S. Export Administration Act of 1979, as amended (the “Act”), and the regulations promulgated thereunder. OEM will not export or reexport (directly or indirectly) any Products, Fort Platform or documentation or other technical data therefor without complying with the Act and the regulations thereunder.
13.1 Assignment. OEM may not assign this Agreement, in whole or in part, without Manufacturer’s written consent. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns. Any attempt to assign this Agreement without such consent will be null and void.
13.2 Governing Law; Venue. This Agreement will be governed by and construed in accordance with the laws of the State of Delaware, excluding its body of law controlling conflict of laws. The parties expressly agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply. Any legal action or proceeding arising under this Agreement will be brought exclusively in the federal or state courts located in the Delaware and the parties irrevocably consent to the personal jurisdiction and venue therein.
13.3 Severability. If any provision of this Agreement is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible, and the other provisions of this Agreement will remain in force.
13.4 Force Majeure. Except for payments due under this Agreement, neither party will be responsible for any failure to perform due to causes beyond its reasonable control (each a “Force Majeure”), including, but not limited to, acts of God, war, riot, embargoes, acts of civil or military authorities, denial of or delays in processing of export license applications, fire, floods, earthquakes, accidents, strikes, pandemics, epidemics, public health emergencies, or fuel crises, provided that such party gives prompt written notice thereof to the other party. The time for performance will be extended for a period equal to the duration of the Force Majeure.
13.5 Notices. All notices required or permitted under this Agreement will be in writing, will reference this Agreement, and will be deemed given: (i) when delivered personally; (ii) one (1) business day after deposit with a nationally-recognized express courier, with written confirmation of receipt; or (iii) three (3) business days after having been sent by registered or certified mail, return receipt requested, postage prepaid. All such notices will be sent to the addresses set forth above or to such other address as may be specified by either party to the other party in accordance with this Section.
13.6 Independent Contractors. The parties to this Agreement are independent contractors. There is no relationship of partnership, joint venture, employment, franchise, or agency between the parties. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent.
13.7 Waiver. The failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.
13.8 Entire Agreement. This Agreement, together with the applicable Order Acknowledgements, the terms of which are incorporated herein by reference, constitutes the complete and exclusive agreement of the parties with respect to its subject matter and supersedes all prior understandings and agreements, whether written or oral, with respect to its subject matter. Any waiver, modification or amendment of any provision of this Agreement will be effective only if in writing and signed by the parties hereto.
FORT Robotics, Updated 2/1/21
