Business Demo Project

Business Demo Project Agreement

This Business Demo Project Agreement (the Agreement) is entered into by and between Client Name: and Service Provider Name: effective as of the Effective Date set forth below.

Recitals

WHEREAS, Client desires to engage Service Provider to perform a demonstration project and related services described herein for the purpose of evaluating potential ongoing commercial engagement; and

WHEREAS, Service Provider represents that it has the experience, personnel and technical capability to perform the Scope of Work in a professional manner and on the schedule set forth in this Agreement; and

WHEREAS, the parties wish to set forth their respective rights and obligations with respect to the Business Demo Project on the terms set forth below.

Scope of Work

Service Provider shall perform the demonstration services, deliverables and related tasks (collectively, the Scope of Work) described below. Deliverables shall meet the acceptance criteria agreed in writing by the parties and shall be provided according to the schedule set forth in the Payment Terms and Term sections.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the Scope of Work. All amounts are stated in United States dollars unless otherwise indicated.

Payments are due within days of invoice receipt. Invoices shall itemize work performed and deliverables. Overdue amounts shall accrue interest at a rate of % per month (or the maximum lawful rate if less), calculated daily from the date payment was due until paid.

Term and Termination

This Agreement commences on the Start Date set forth below and, unless earlier terminated in accordance with this Agreement, will continue until the End Date set forth below or until completion of the Scope of Work, whichever occurs first.

Start Date:    End Date:

Either party may terminate this Agreement for convenience upon providing written notice at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

Confidentiality

Each party (Recipient) shall maintain the confidentiality of Confidential Information disclosed by the other party (Discloser) and shall not disclose such information to any third party except to its employees, agents or contractors who have a need to know and who are bound by confidentiality obligations at least as restrictive as those contained herein. Confidential Information does not include information that is: (a) already lawfully known to Recipient without restriction; (b) becomes publicly available other than by breach of this Agreement; (c) rightfully received from a third party without breach of an obligation of confidentiality; or (d) independently developed by Recipient without use of Discloser’s Confidential Information.

The confidentiality obligations set forth herein shall survive termination of this Agreement for a period of years, except with respect to trade secrets, which shall remain protected for as long as they qualify as trade secrets under applicable law.

Notices

All notices or communications required or permitted under this Agreement must be in writing and delivered to the addresses set forth below or to such other address as a party may designate by written notice to the other party.

Governing Law; Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. The parties shall attempt in good faith to resolve any dispute arising under this Agreement through direct negotiation. If the dispute is not resolved by negotiation within thirty (30) days, the parties shall submit the dispute to mediation before pursuing any court action.

Entire Agreement; Amendments

This Agreement, including any exhibits and accepted statements of work incorporated by reference, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous agreements, proposals, representations and understandings, whether written or oral. No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign its rights or delegate its obligations under this Agreement without the prior written consent of the other party, except that either party may assign this Agreement without consent to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets, provided that the assignee assumes the assigning party's obligations hereunder. The parties are independent contractors and nothing in this Agreement shall create an employment, partnership or agency relationship between them.

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