Business Proof of Concept Agreement

BUSINESS PROOF OF CONCEPT AGREEMENT

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

WHEREAS

WHEREAS, Client desires to evaluate a proof of concept of Provider's technology, prototype, or methodology in order to determine whether to proceed to a full commercial engagement; and

WHEREAS, Provider has the capability and expertise to perform the services and deliver the proof of concept deliverables described herein under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend for this Agreement to set forth the scope, payment, term, confidentiality, intellectual property treatment, and other material terms governing the proof of concept engagement.

SCOPE OF WORK

Provider shall perform the services and deliverables described below to create a proof of concept ("POC") for Client. The POC shall be limited to the objectives and deliverables expressly described in this Section unless amended in writing by the parties.

PAYMENT TERMS

Total Fee: . Payment shall be made in accordance with the schedule below and based on Provider's timely delivery of the specified milestones.

Invoicing and Due Date: Provider will invoice Client in accordance with the payment schedule. Invoices are due and payable within days of receipt unless otherwise agreed in writing.

Late Payment: If any undisputed amount is not paid when due, Client shall pay interest on the overdue amount at a rate of % per month, or the maximum allowed by law, together with any collection costs and reasonable attorneys' fees.

TERM AND TERMINATION

Term: This Agreement shall commence on Start Date: and shall continue until End Date: unless earlier terminated in accordance with this Section.

Termination for Convenience: Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the effective date of termination. Termination shall not relieve Client of its obligation to pay for work performed and non-cancellable commitments incurred prior to the effective date of termination.

Termination for Cause: Either party may terminate this Agreement for material breach if the breaching party fails to cure the breach within thirty (30) days after receipt of written notice specifying the breach.

CONFIDENTIALITY

Definition: "Confidential Information" means all non-public information disclosed by a party (Disclosing Party) to the other party (Receiving Party), whether orally, in writing, or by inspection, 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.

Obligations: The Receiving Party shall (a) use the Confidential Information solely to evaluate and perform the POC under this Agreement, (b) restrict disclosure of Confidential Information to employees, contractors, and advisors who need to know and who are bound by confidentiality obligations at least as protective as those herein, and (c) 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.

Exceptions: Confidential Information does not include information that (i) is or becomes publicly known through no breach by the Receiving Party, (ii) was known to the Receiving Party prior to disclosure, (iii) is rightfully received from a third party without obligation of confidentiality, or (iv) is independently developed without use of the Disclosing Party's Confidential Information.

Return or Destruction: Upon termination or request, Receiving Party shall return or destroy Confidential Information and certify in writing the destruction upon request.

INTELLECTUAL PROPERTY

Background IP: Each party retains all right, title, and interest in and to its pre-existing intellectual property and know-how ("Background IP"). Nothing in this Agreement transfers ownership of Background IP.

POC Results: Subject to Client's payment in full of amounts due, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the POC deliverables solely for Client's internal evaluation purposes for the period of ninety (90) days following delivery, unless otherwise agreed in writing. Provider retains all right, title and interest in any improvements, modifications, or derivative works made by Provider.

LIMITATION OF LIABILITY; WARRANTY

Disclaimer of Warranty: EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE POC AND SERVICES ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

Limitation of Liability: IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES. EACH PARTY'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID TO PROVIDER UNDER THIS AGREEMENT.

INDEMNIFICATION

Each party shall defend, indemnify and hold harmless the other party from and against any third-party claims arising out of its gross negligence, willful misconduct, or material breach of this Agreement; provided that the indemnified party provides prompt written notice of the claim and reasonable cooperation in the defense.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

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

NOTICES

Notices shall be in writing and delivered to the addresses below by certified mail, courier, or email (where receipt is acknowledged). Notices are effective upon receipt.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except to an affiliate or in connection with a change of control, provided the assignee assumes all obligations hereunder.

Relationship of Parties: The parties are independent contractors. Nothing in this Agreement creates a partnership, joint venture, employment, or agency relationship.

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