Business Services Free Trial Agreement

BUSINESS SERVICES FREE TRIAL AGREEMENT

This Business Services Free Trial Agreement (the Agreement) is entered into as of (Effective Date), by and between (Service Provider) and (Client).

WHEREAS

WHEREAS, Service Provider develops and delivers business services, software, tools, and consulting support as further described in the Scope of Work below; and

WHEREAS, Client desires to evaluate certain Services on a trial basis at no charge for the Trial Period defined below in order to determine suitability for Client's business needs; and

WHEREAS, Service Provider is willing to provide the Trial on the terms and subject to the conditions set forth in this Agreement.

SCOPE OF WORK

The Services to be provided during the Trial Period shall consist of the deliverables and support described above. Client acknowledges that the Trial is limited in scope to evaluation and testing and does not convey any right to sublicense, resell, or otherwise distribute the Services.

FREE TRIAL; PAYMENT TERMS

Trial Period Start Date:   Trial Period (days):   Trial End Date:

During the Trial Period, Client will have access to the Services at no charge, subject to the Service Provider's standard usage limitations and this Agreement. No fees shall be invoiced or due for Services provided during the Trial Period.

Late Payment Fee:   Client agrees that amounts not paid when due shall accrue interest or late fees as stated above, and Service Provider may suspend Services until outstanding amounts are paid in full.

Automatic Conversion: Client will automatically be enrolled in paid Services upon expiration of the Trial Period unless Service Provider receives written notice of cancellation at least days prior to trial expiration.

TERM AND TERMINATION

Term Commencement Date:   Term End Date:

Either party may terminate this Agreement for convenience upon written notice to the other party provided at least days prior to the intended termination date. Either party may terminate immediately for cause if the other party materially breaches this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach.

Upon termination or expiration, Client shall cease use of the Services, and each party shall return or destroy Confidential Information of the other party in its possession in accordance with the Confidentiality section below.

CONFIDENTIALITY

"Confidential Information" means non-public information disclosed by a party 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. Confidential Information includes, without limitation, business plans, customer data, pricing, and technical information.

Each party agrees: (a) to hold the other party's Confidential Information in strict confidence; (b) not to disclose Confidential Information to any third party except as expressly permitted by this Agreement; and (c) to use Confidential Information solely to exercise its rights or perform its obligations under this Agreement. The receiving party may disclose Confidential Information to its employees, agents, or contractors on a need-to-know basis provided they are bound by confidentiality obligations no less protective than those in this Agreement.

Exceptions include information that: (i) becomes publicly available without breach; (ii) was rightfully known prior to disclosure; (iii) is rightfully received from a third party without restriction; or (iv) is independently developed without use of Confidential Information. If required by law or valid order of a court or governmental body to disclose Confidential Information, the receiving party shall provide prompt written notice and cooperate to seek confidential treatment or a protective order.

The obligations of confidentiality shall continue for years following termination or expiration of this Agreement, except that trade secrets shall remain protected for as long as they qualify as trade secrets under applicable law.

LIMITATION OF LIABILITY AND WARRANTIES

Service Provider warrants that it will provide the Services in a professional and workmanlike manner in accordance with generally accepted industry standards. EXCEPT FOR THE FOREGOING WARRANTY, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. SERVICE PROVIDER'S AGGREGATE LIABILITY FOR DIRECT DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER IN THE SIX (6) MONTHS PRECEDING THE CLAIM.

MISCELLANEOUS

Assignment: Neither party may assign this Agreement without the prior written consent of the other party, except that Service Provider may assign to an affiliate or in connection with a sale of substantially all of its assets or business.

Notices shall be in writing and delivered to the addresses set forth below or to such other address as a party designates by notice. Notices may be delivered by courier, certified mail, or email where receipt can be confirmed.

GOVERNING LAW; ENTIRE AGREEMENT

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

Entire Agreement: This Agreement, together with any exhibits or statements of work expressly incorporated herein, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, or understandings, whether written or oral. Any amendment must be in writing and signed by both parties.

SIGNATURES

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