Business Proof of Concept

BUSINESS PROOF OF CONCEPT AGREEMENT

This Business Proof of Concept Agreement ("Agreement") is entered into as of by and between:

Whereas

WHEREAS, Client desires to evaluate a proposed business solution and obtain demonstrable results through a limited proof of concept of Provider’s technology, methodology, or services (the "Proof of Concept"); and

WHEREAS, Provider has the technical capability and expertise to perform the Proof of Concept and is willing to provide such services on the terms set forth in this Agreement; and

WHEREAS, the parties seek to set forth their respective responsibilities, timelines, payment terms, confidentiality obligations, and ownership of results.

Scope of Work

Provider shall perform the Proof of Concept in accordance with the objectives, tasks, deliverables, and acceptance criteria described below. The parties acknowledge that this Proof of Concept is for evaluation purposes only and is not a production deployment unless expressly agreed in writing.

Milestones and Schedule

The parties agree to the following initial milestone plan. Dates are target dates and may be adjusted by mutual written agreement.

Target Completion Date:

Target Completion Date:

Payment Terms

In consideration for the services to be performed under this Agreement, Client shall pay Provider the fees and expenses set forth below. All amounts are exclusive of taxes unless otherwise stated.

Late Payment Fee: If any invoiced amount is not paid within days of the invoice due date, Client shall pay interest at the rate of on the overdue amount until paid in full.

Term and Termination

The term of this Agreement shall commence on the Start Date and continue until completion of the Proof of Concept or the End Date, unless earlier terminated in accordance with this Agreement.

Start Date:     End Date:

Either party may terminate this Agreement for convenience upon providing written notice to the other party at least days prior to the effective termination date. Either party may terminate immediately for material breach that is not cured within 15 days of written notice of such breach.

Confidentiality

Each party (the "Receiving Party") shall hold in confidence any non-public, proprietary, or confidential information disclosed by the other party (the "Disclosing Party") and shall not use such information except to perform its obligations under this Agreement. Confidential information expressly includes technical data, prototypes, designs, business and marketing plans, pricing, and results of the Proof of Concept.

The obligations of confidentiality shall not apply to information that: (i) is or becomes publicly known through no breach of this Agreement; (ii) is rightfully received from a third party without restriction; (iii) is independently developed by the Receiving Party; or (iv) is required to be disclosed by law, provided the Disclosing Party is given prompt notice and, where permitted, the Receiving Party cooperates to seek confidential treatment.

The confidentiality obligations set forth herein will survive termination of this Agreement for a period of three (3) years, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

Intellectual Property and Use of Results

Unless otherwise agreed in writing, Provider retains ownership of its pre-existing technology, methodologies, and background intellectual property used in performing the Proof of Concept. Client shall own any data provided by Client and any derivative analyses specific to Client’s data produced as part of the Proof of Concept. Any new software or inventions created solely for Client as a result of the Proof of Concept shall be owned as set forth in a separate written agreement.

Provider may use aggregated, anonymized results of the Proof of Concept for internal evaluation and benchmarking, provided no Confidential Information of Client is disclosed.

Limitation of Liability

Except for willful misconduct or gross negligence, neither party shall be liable to the other for incidental, consequential, special, or punitive damages arising from this Agreement. The aggregate liability of either party for claims arising out of this Agreement shall not exceed the total fees paid by Client under this Agreement.

Indemnification

Each party shall indemnify and hold harmless the other from loss, liability, damages, and expenses (including reasonable attorneys' fees) arising from third-party claims to the extent caused by the indemnifying party's negligence or willful misconduct in performing under this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to conflict of law principles. Any dispute arising out of or relating to this Agreement shall be resolved in the state or federal courts located within that state.

Entire Agreement; Amendments

This Agreement, together with any appendices or statements of work incorporated by reference, constitutes the entire agreement between the parties concerning the Proof of Concept and supersedes all prior and contemporaneous agreements, understandings, negotiations and discussions, whether oral or written. No amendment or modification shall be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

If any provision of this Agreement is held invalid or 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 employment relationship.

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