Robotics Contract Review Checklist

A clause-by-clause contract review framework for Robot-as-a-Service (RaaS) subscriptions, hardware equipment leases, system integration agreements, and vendor purchases.

Who this is for

Commercial procurement teams, system integrators, enterprise buyers, and transaction counsel.

Instructions

Review each clause group before execution. Mark each item confirmed, negotiated, or not applicable.

1. Transaction structure and asset ownership

Purchase versus lease structure identified (Texas UCC Chapter 2 for purchases; Texas UCC Chapter 2A for equipment leases)
Title to physical hardware, spare parts, and embedded software defined

2. Scope and performance specifications

Objective, measurable acceptance testing criteria established
Environmental pass or fail thresholds defined
Payment holdback terms tied to functional verification
Installation, safety perimeter design, sensor calibration, training, and infrastructure modifications allocated among vendor, integrator, and facility operator

3. Uptime, service levels, and support

Maximum allowable downtime defined
Remote support response times specified
Physical repair availability and spare parts delivery schedules set
Service credit remedies for SLA failure included

4. Intellectual property ownership and licenses

Ownership of foreground IP (developed during the engagement) allocated
Background IP licenses scoped (field, term, sublicensing rights)
Patent and trade secret indemnification for IP infringement claims included
Open source license obligations inventoried (GPL, Apache, MIT); copyleft triggers assessed

5. Data rights and telemetry

Ownership of operational logs, spatial environment maps, and anonymized performance metrics delineated
Training data rights addressed
Personal data handling aligned with the Texas Data Privacy and Security Act (TDPSA), Tex. Bus. & Com. Code Chapter 541
Biometric identifier handling addressed under Texas CUBI, Tex. Bus. & Com. Code § 503.001 (if applicable)

6. Maintenance, updates, and repair access

Responsibility for over-the-air (OTA) patches and functional modifications allocated
Safety revalidation costs and continuous testing duties assigned
User notification duties for updates defined
Diagnostic tool and repair information access addressed
Software escrow protections in place (if applicable)

7. Liability, indemnity, and insurance

Liability caps negotiated and documented
Disclaimers of implied warranties reviewed under Texas Business and Commerce Code § 2.316
Express indemnification for personal injury, property damage, and IP infringement included
Insurance requirements specified (commercial liability, auto, aviation, or cyber as applicable)

8. Termination and end of life

Data export formats specified for termination
Equipment removal terms defined
Post-support continuity provisions addressed

9. Regulatory compliance representations

Vendor represents compliance with applicable equipment authorization requirements (FCC, FAA, NHTSA as applicable)
Covered List status of supplied equipment addressed (47 U.S.C. § 1601)
Change-of-law and revalidation duties for regulatory changes allocated

Counterparty:

Reviewer name and title:

Date: