Business POC Document

BUSINESS POC DOCUMENT

This Proof of Concept Agreement ("Agreement") is entered into as of Effective Date: by and between Client Name: , with principal address , and Provider Name: , with principal address .

Recitals

WHEREAS, Client seeks to evaluate a limited Proof of Concept of Provider's solution for the business purpose described herein; and

WHEREAS, Provider has represented that it has the expertise, personnel, and resources necessary to perform the Proof of Concept on the terms set forth in this Agreement; and

WHEREAS, the parties wish to document their mutual obligations, payment terms, confidentiality protections and the limited scope of the engagement.

Scope of Work

The Provider shall perform the services described above in a commercially reasonable manner and shall allocate personnel, equipment and other resources reasonably necessary to complete the Proof of Concept. Deliverables, acceptance criteria, and any performance milestones are set forth in the Scope of Work above or in attachments incorporated by reference herein.

Payment Terms

Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise stated, Client shall pay all undisputed invoices within 30 days of receipt. Past-due amounts shall accrue interest at the rate specified in the Late Payment Fee above or, if no rate is specified, at the lesser of 1.5% per month or the maximum permitted by law. Client is responsible for all taxes arising from payments under this Agreement, excluding taxes on Provider's net income.

Term and Termination

This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated as provided below.

Either party may terminate this Agreement for material breach by the other party if the breaching party fails to cure such breach within the termination notice period after receiving written notice. Either party may terminate for convenience upon the notice period provided above. Termination shall not relieve Client of its obligation to pay for services properly performed through the effective date of termination or for non-cancellable third-party costs incurred by Provider.

Confidentiality

"Confidential Information" means all non-public information disclosed by one party to the other, whether written, oral, electronic or otherwise, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each receiving party shall: (a) use Confidential Information only to perform its obligations under this Agreement; (b) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but not less than reasonable care; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by obligations of confidentiality no less protective than those herein. Confidential Information does not include information that is: (i) publicly available without breach of this Agreement; (ii) rightfully received from a third party without restriction; (iii) independently developed without reference to the other party's Confidential Information; or (iv) required to be disclosed by law, provided the disclosing party gives prompt notice to the other party and cooperates in any lawful attempt to limit or contest the disclosure.

Point of Contact

Representations and Warranties; Liability

Each party represents that it has the full right, power and authority to enter into this Agreement. Provider warrants that the services shall be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, NEITHER PARTY MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT DURING THE THREE (3) MONTHS PRECEDING THE CLAIM.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of , without giving effect to conflict of law principles that would result in the application of the laws of any other jurisdiction.

Entire Agreement

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

Miscellaneous

If any provision of this Agreement is held invalid or unenforceable by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect. Neither party may assign this Agreement without the other party's prior written consent, except that either party may assign to an affiliate or in connection with a merger or sale of substantially all of its assets. Notices under this Agreement shall be delivered to the addresses set forth above or to such other address as a party may designate by written notice.

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