Business Services POC Agreement

Business Services POC Agreement

Parties and Contact Information

Client Name:

Service Provider Name:

Recitals

WHEREAS, Client desires to engage Service Provider to perform a limited-duration proof of concept engagement to demonstrate the feasibility and performance of specified business services and solutions under the terms set forth in this Agreement;

WHEREAS, Service Provider represents that it has the technical expertise, personnel, and resources necessary to perform the proof of concept services described herein on the commercial terms set forth below;

NOW, THEREFORE, in consideration of the mutual promises contained in this Agreement and other good and valuable consideration, the parties agree as follows.

Scope of Work

Service Provider will perform a proof of concept ("POC") limited to the objectives, deliverables, milestones, and acceptance criteria described below. The POC is intended solely to demonstrate technical capability and business value and is not a full production deployment.

Payment Terms

Client shall pay Service Provider the fees set forth below in consideration for the performance of the POC. All fees are exclusive of applicable taxes unless otherwise specified.

Invoices will be issued in accordance with the Payment Schedule. Unless otherwise agreed, Client shall pay all undisputed invoices within days of receipt.

Late Payment: Any past due amount shall accrue interest at the lesser of (i) or (ii) the maximum rate permitted by law. Service Provider may suspend performance for invoices overdue more than days after written notice.

Term and Termination

This Agreement commences on the Start Date and continues until the End Date or the completion and acceptance of the POC, whichever occurs first, unless earlier terminated in accordance with this section.

Start Date: & End Date:

Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party. Either party may terminate immediately for material breach if the breaching party fails to cure the breach within days after written notice specifying the breach.

Upon termination, Service Provider will deliver to Client any work-in-progress, and Client shall pay for all services performed and expenses incurred through the effective date of termination in accordance with this Agreement.

Confidentiality

"Confidential Information" means nonpublic information disclosed by one party to the other, whether oral, written, electronic, or observed, 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 (i) use Confidential Information solely to perform its obligations under this Agreement, (ii) protect Confidential Information with at least the same degree of care it uses to protect its own confidential information but no less than reasonable care, and (iii) not disclose Confidential Information to any third party except to employees, contractors, or advisors with a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidentiality obligations shall survive termination of this Agreement for a period of years, except that trade secrets shall remain protected for so long as they qualify as trade secrets under applicable law.

Acceptance and Use

Acceptance of the POC deliverables shall occur upon Client's written confirmation that the Acceptance Criteria have been satisfied. If Client reasonably demonstrates that the deliverables do not meet the Acceptance Criteria, the parties will cooperate in good faith to remedy deficiencies within a mutually agreed cure period.

Warranties; Limitation of Liability

Service Provider warrants that services will be performed in a professional and workmanlike manner consistent with industry standards. EXCEPT FOR THE FOREGOING WARRANTY, SERVICES ARE PROVIDED "AS IS" AND NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED WARRANTIES.

Except for liability arising from willful misconduct or gross negligence, each party's aggregate liability under this Agreement shall not exceed the total fees actually paid by Client to Service Provider under this Agreement.

Governing Law; Dispute Resolution

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

The parties shall attempt to resolve disputes amicably. If the parties cannot resolve a dispute within thirty (30) days, either party may seek relief in a court of competent jurisdiction in the governing state.

Entire Agreement; Amendments

This Agreement, including its schedules and attachments, constitutes the entire understanding between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements, proposals, and communications, whether written or oral.

No amendment or modification of this Agreement will be effective unless in writing and signed by authorized representatives of both parties.

Miscellaneous

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

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

Notices: Notices must be in writing and delivered to the contact addresses provided above or such other address as a party designates by written notice.

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