Business Pilot Document

BUSINESS PILOT DOCUMENT

Parties

Recitals

WHEREAS, Client desires to engage Provider to conduct a limited-duration pilot program to evaluate the suitability, performance and integration of Provider's product or service for Client's business purposes; and

WHEREAS, Provider has represented that it possesses the technical expertise and resources necessary to perform the pilot described herein and is willing to provide such pilot services to Client on the terms set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, termination and other material terms governing the pilot program commencing on the Effective Date set forth below.

Effective Date

Effective Date:

Scope of Work

Provider shall perform the pilot services described below in a professional manner, consistent with industry standards. The Scope of Work shall include deliverables, acceptance criteria, performance metrics, data handling procedures, and a schedule for milestones.

Payment Terms

In consideration for the services provided under this Agreement, Client shall pay Provider the fees and expenses set forth below in accordance with the schedule specified. All amounts are stated in U.S. dollars unless otherwise indicated.

Client shall pay undisputed invoices within thirty (30) days of receipt. Disputed amounts must be promptly raised in writing and the parties shall negotiate in good faith to resolve any disputes. Unpaid amounts shall bear interest at the rate set forth above and Provider may suspend performance for invoices overdue by more than forty-five (45) days following written notice.

Term and Termination

Term: The pilot shall commence on and end on unless earlier terminated in accordance with this Agreement.

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 that remains uncured for days after receipt of written notice specifying the breach.

Confidentiality

Each party acknowledges that in the course of the pilot it may receive Confidential Information of the other party. "Confidential Information" means non-public information disclosed in tangible or intangible form and identified as confidential or that reasonably should be understood to be confidential given the nature of the information.

Recipient shall (a) protect Confidential Information using the same degree of care it uses to protect its own confidential information but no less than reasonable care; (b) use Confidential Information solely to perform its obligations under this Agreement; and (c) not disclose Confidential Information to any third party except to its employees, contractors or advisors having a need to know and subject to written obligations of confidentiality no less protective than this Agreement. Confidential Information shall remain confidential for a period of years from disclosure, except to the extent a longer period is required by applicable law.

Data Rights and Use

Provider's processing of data during the pilot shall be limited to the purposes of performing the pilot and improving Provider's offering. Client grants Provider a limited, non-exclusive, royalty-free right to use anonymized and aggregated performance data and feedback derived from the pilot for Provider's product development and benchmarking, provided such use does not identify Client or reveal Client Confidential Information.

Intellectual Property

Except as otherwise agreed in writing, Provider retains all right, title and interest in and to Provider's pre-existing technology and intellectual property and any improvements, modifications or developments made by Provider in connection with the pilot. Client retains all right, title and interest in Client's data and pre-existing intellectual property. No license is granted except as expressly set forth in this Agreement.

Liability and Insurance

Each party's liability to the other arising out of or related to this Agreement shall not exceed the total amounts actually paid by Client to Provider under this Agreement during the six (6) months preceding the event giving rise to the claim. Neither party shall be liable for incidental, consequential, special or punitive damages. Provider shall maintain general commercial liability insurance in commercially reasonable amounts during the term of the pilot.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law rules. The parties shall attempt in good faith to resolve disputes promptly by negotiation between senior executives. If unresolved within forty-five (45) days, disputes shall be resolved by binding arbitration conducted by a single arbitrator in the county seat of the governing state unless the parties agree otherwise in writing.

Feedback and Improvements

Client agrees to provide reasonable feedback and cooperation as requested by Provider to facilitate the pilot. Feedback provided by Client shall be non-confidential and Provider may use such feedback for any purpose, including improvement of Provider's products and services, provided that such use does not disclose Client Confidential Information.

Compliance with Laws

Each party shall perform its obligations in compliance with all applicable laws, rules and regulations. The parties shall cooperate to ensure compliance with data protection and export control requirements applicable to the pilot.

Entire Agreement

This Agreement, together with any attachments or exhibits expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior or contemporaneous oral or written agreements, proposals and communications. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

Severability and Waiver

If any provision of this Agreement is held invalid or unenforceable, the remaining provisions will remain in full force and effect. Failure or delay by either party to enforce any right shall not constitute a waiver of that right.

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