Business Demo Agreement

BUSINESS DEMO AGREEMENT

This Business Demo Agreement ("Agreement") is entered into as of by and between Provider Name: and Client Name: .

WHEREAS

WHEREAS, Provider develops and markets certain products, services and related materials and desires to present a live or recorded demonstration of its product offering to Client for evaluation and potential business engagement; and

WHEREAS, Client wishes to receive such demonstration, evaluate Provider's offering, and receive information necessary to determine whether to enter into a separate commercial agreement; and

NOW, THEREFORE, in consideration of the mutual promises set forth herein, the parties agree as follows:

1. Scope of Work

Demo Date:    Location:

2. Payment Terms

As consideration for the demonstration and any deliverables described in Section 1, Client shall pay Provider the Fees identified below in accordance with the schedule and conditions set forth herein.

All amounts are payable in lawful currency of the jurisdiction specified in Section 7. Client shall reimburse reasonable, documented travel and lodging expenses when pre-approved in writing by Client.

3. Term and Termination

Term Commencement Date:

Term Expiration Date:

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach by the other party that is not cured within 15 days after written notice of such breach.

Upon termination, Client shall pay Provider for all work performed and reasonable, documented costs incurred through the date of termination. Both parties shall promptly return or destroy Confidential Information in accordance with Section 5.

4. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other, whether oral, written or electronic, that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information. Confidential Information includes product roadmaps, source code, pricing, customer lists and business plans.

Receiving party shall (a) use Confidential Information solely to evaluate or perform under this Agreement, (b) restrict disclosure to employees or contractors who need to know and who are bound by obligations of confidentiality at least as protective as those herein, and (c) take reasonable measures to protect Confidential Information from unauthorized use or disclosure. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was already known to the receiving party without obligation of confidentiality, or is rightfully received from a third party without restriction.

The confidentiality obligations herein shall survive termination of this Agreement for a period of three (3) years, except that trade secrets shall be protected for so long as they qualify as trade secrets under applicable law. Remedies for breach include injunctive relief in addition to damages.

5. Intellectual Property and Materials

All pre-existing intellectual property of a party remains the sole property of that party. Provider retains all right, title and interest in and to Provider's products, software, documentation and materials provided during the demo. No license to Provider's intellectual property is granted except as expressly set forth in a separate written agreement.

Client may make reasonable internal use of materials provided for evaluation during the Term but shall not reproduce, distribute or use such materials for competitive development without Provider's prior written consent.

6. Liability; Indemnity

Except for liability for willful misconduct or gross negligence, neither party shall be liable to the other for consequential, incidental, special or punitive damages. Each party shall indemnify and hold harmless the other from third-party claims arising out of the indemnifying party's breach of this Agreement or gross negligence, provided the indemnified party gives prompt written notice and cooperates in the defense.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of , without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in such jurisdiction for disputes arising under this Agreement.

8. Entire Agreement; Amendments

This Agreement, together with any written exhibits or attachments signed by the parties, constitutes the entire agreement between the parties relating to the subject matter herein and supersedes all prior negotiations, proposals and understandings. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

9. Notices

Notices under this Agreement shall be in writing and delivered to the addresses above, by certified mail, courier, or electronic transmission to an address provided in writing by the receiving party, and shall be effective upon receipt.

10. Miscellaneous

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except that Provider may assign to an affiliate or successor in connection with a corporate reorganization or sale of substantially all of its assets.

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