Business PoC Offer

BUSINESS POC OFFER

This Business Proof of Concept Offer (the Offer) is entered into by the parties identified below on the Effective Date set forth herein.

Offeror Name:    Offeror Address:

Client Name:    Client Address:

WHEREAS

WHEREAS, Offeror is engaged in the business of developing and demonstrating technical solutions and wishes to demonstrate a proof of concept for the benefit of Client (the PoC); and

WHEREAS, Client desires to evaluate Offeror's proposed solution in order to assess feasibility, integration, performance, and suitability for Client's business needs under the terms and conditions set forth in this Offer;

WHEREAS, the parties intend for this Offer to set forth the scope, deliverables, schedule, fees and other material terms governing the PoC engagement.

POC TITLE & OBJECTIVE

PoC Title:

PoC Objective:

SCOPE OF WORK

Offeror shall perform the following tasks and activities as part of the PoC. The activities described below constitute the entire PoC scope unless modified by written agreement of the parties.

DELIVERABLES & ACCEPTANCE

Deliverables (list deliverable items, format, and delivery method):

Acceptance Criteria (objective criteria by which Client will accept PoC deliverables):

PAYMENT TERMS

Fee for PoC:

Late Payment: Interest will accrue on any overdue amount at the lesser of (a) or (b) the maximum rate permitted by applicable law. Client is responsible for reasonable collection costs.

TERM AND TERMINATION

PoC Start Date:    PoC End Date:

Either party may terminate this Offer for material breach by the other party if the breaching party fails to cure such breach within days after written notice. Either party may terminate for convenience upon days' prior written notice. Upon termination, Client shall pay for all work performed and expenses reasonably incurred through the effective date of termination.

CONFIDENTIALITY

Each party may disclose Confidential Information to the other in connection with the PoC. "Confidential Information" means non-public business, technical, financial or other information disclosed in connection with this Offer that is identified as confidential or that a reasonable person would understand to be confidential. Each receiving party shall: (a) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) use Confidential Information solely to evaluate and perform the PoC; and (c) not disclose Confidential Information to third parties except to employees, contractors or advisors who need to know and who are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall not apply to information that: (i) was in the public domain through no fault of the receiving party; (ii) was rightfully known to the receiving party prior to disclosure; (iii) was independently developed without use of the disclosing party's Confidential Information; or (iv) is required to be disclosed by law, provided the disclosing party is given prompt notice and the receiving party cooperates in seeking a protective order.

INTELLECTUAL PROPERTY

Each party retains all right, title and interest in and to its pre-existing intellectual property. Except as expressly provided in this Offer, Offeror retains ownership of its Background Technology and any enhancements thereto. Subject to Client's payment obligations, Offeror hereby grants Client a limited, nonexclusive, nontransferable license to use PoC deliverables solely for Client's internal evaluation of the PoC during the Term. Any license to commercialize PoC results shall be the subject of a separate written agreement.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability arising out of or related to this Offer shall not exceed the total fees paid by Client to Offeror under this Offer. In no event shall either party be liable for special, incidental, consequential, punitive, or exemplary damages.

GOVERNING LAW; ENTIRE AGREEMENT

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

This Offer constitutes the entire agreement between the parties with respect to the PoC and supersedes all prior and contemporaneous understandings, communications and agreements, whether written or oral. Any amendment or modification must be in writing and signed by authorized representatives of both parties.

MISCELLANEOUS PROVISIONS

Independent Contractors: The parties are independent contractors and nothing in this Offer creates an agency, partnership, joint venture, or employment relationship.

Notices: All notices shall be in writing and delivered to the addresses set forth above or to such other address as a party may designate in writing.

SIGNATURES

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