Business Demo CO Agreement

BUSINESS DEMO CO AGREEMENT

This Business Demo CO Agreement (the Agreement) is made as of (Effective Date), between Company Name: with principal address: (Company), and Client Name: with principal address: (Client).

WHEREAS

WHEREAS, Company develops, demonstrates, and licenses certain business software, demonstrations, processes and related materials designed for demonstration, evaluation and pilot use (Demo Materials); and

WHEREAS, Client desires to receive a demonstration and trial use of the Demo Materials for the purpose of evaluating potential commercial engagement on the terms set forth in this Agreement; and

WHEREAS, Company and Client desire to set forth the scope, payment terms, confidentiality obligations and other terms governing the demonstration and any associated services.

1. Scope of Work

Company shall provide to Client a demonstration and limited evaluation deployment of the Demo Materials, and related services as described below. The demonstration will be performed in accordance with the schedule and deliverables set forth in this Section.

2. Payment Terms

Client shall pay Company the fees set forth below as consideration for the demonstration services and any agreed deliverables. All amounts refer to U.S. dollars and are payable in cleared funds.

Company shall submit invoices in accordance with the payment schedule. Client shall pay invoiced amounts within days of invoice date. Overdue amounts shall accrue interest and fees as provided below.

Late payments shall bear interest at the rate specified above per month (or the maximum lawful rate if lower) on the outstanding balance, computed from the due date until paid in full. Client is responsible for all reasonable costs of collection, including attorneys' fees.

3. Term and Termination

This Agreement shall commence on the Effective Date and shall continue until unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon providing the other party with no less than days' prior written notice. Termination shall not relieve Client of the obligation to pay for services rendered and expenses incurred through the effective date of termination.

Either party may terminate immediately for material breach by the other party that remains uncured for a period of thirty (30) days after written notice specifying the breach. Remedies for breach shall be cumulative and not exclusive.

4. Confidentiality

Each party (the Receiving Party) shall maintain in strict confidence any non-public information disclosed by the other party (the Disclosing Party) that is designated confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information includes, without limitation, Demo Materials, business plans, pricing, technical data and customer lists.

The Receiving Party shall not use Confidential Information except to exercise rights and perform obligations under this Agreement and shall not disclose Confidential Information to any third party except to its employees, agents or contractors who have a need to know and are bound by obligations of confidentiality at least as protective as those in this Agreement. The Receiving Party shall use at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations survive termination or expiration of this Agreement for the period specified above except as to information that becomes publicly available without breach by the Receiving Party or is rightfully received from a third party without restriction.

5. Intellectual Property; License

Company retains all right, title and interest in and to the Demo Materials and all intellectual property embodied therein. Company grants Client a limited, non-exclusive, non-transferable, revocable license to use the Demo Materials solely for internal evaluation during the term of this Agreement and subject to the confidentiality obligations herein. No ownership transfer is intended or implied.

6. Representations, Warranties and Limitation of Liability

Each party represents that it has authority to enter into this Agreement. Company warrants that services will be provided with reasonable skill and care. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, COMPANY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR SPECIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT. THE AGGREGATE LIABILITY OF EACH PARTY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO COMPANY UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

7. Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that State for disputes arising hereunder.

8. Entire Agreement and Miscellaneous

This Agreement, including any attachments and referenced purchase orders, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment must be in writing and signed by authorized representatives of both parties.

If any provision of this Agreement is determined to be unenforceable, the remaining provisions will remain in full force and effect. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture or agency relationship.

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