Business Test Run

Business Test Run Agreement

This Business Test Run Agreement ("Agreement") is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client desires to undertake a controlled business test run to evaluate certain products, services, processes or systems (the "Test Run"); and

WHEREAS, Service Provider has expertise, personnel, and resources necessary to perform the Test Run and is willing to perform the same under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend by this Agreement to define the scope, deliverables, schedule, payment, confidentiality obligations, and termination rights governing the Test Run.

Scope of Work

Service Provider shall perform the Test Run in accordance with the specifications, milestones and acceptance criteria described below. The parties acknowledge that the purpose is testing and evaluation rather than final production deployment.

Payment Terms

In consideration for performance of the Test Run, Client shall pay Service Provider the fees described below. Payment obligations are independent of any future commercial relationship.

Service Provider shall invoice Client in accordance with the Payment Schedule. Unless otherwise agreed in writing, undisputed invoices are payable within days of invoice date.

Term and Termination

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

Either party may terminate this Agreement for convenience upon written notice to the other party not less than days prior to the intended termination date.

Either party may terminate immediately for cause if the other party materially breaches any obligation under this Agreement and fails to cure such breach within 15 days after receipt of written notice specifying the breach. Termination shall not relieve Client of obligation to pay for Services performed and expenses reasonably incurred prior to termination.

Confidentiality

"Confidential Information" means non-public information disclosed by a party ("Disclosing Party") to the other party ("Receiving Party") in connection with the Test Run, whether oral, written or electronic, 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.

The Receiving Party shall (a) protect Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only for the purposes of performing or evaluating the Test Run; and (c) not disclose Confidential Information to any third party except to employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those in this Agreement.

Confidential Information does not include information that: (i) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (ii) is rightfully received by the Receiving Party from a third party without restriction; (iii) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information; or (iv) is required to be disclosed by law or court order, provided the Receiving Party gives prompt notice to the Disclosing Party to allow it to seek protective measures.

The obligations of confidentiality shall survive termination or expiration of this Agreement for a period of three (3) years, except for trade secrets which shall remain protected for as long as they meet the legal definition of a trade secret.

Limitation of Liability and Indemnity

Neither party shall be liable to the other for incidental, consequential, special or punitive damages arising out of or related to this Agreement, except for damages resulting from willful misconduct or gross negligence. The aggregate liability of either party for direct damages arising out of this Agreement shall not exceed the total fees paid by Client to Service Provider under this Agreement.

Service Provider shall indemnify, defend and hold harmless Client from and against any third-party claims arising out of Service Provider's gross negligence or willful misconduct in performing the Test Run; Client shall indemnify Service Provider for claims arising from Client's willful misconduct or breach of this Agreement.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflict of law principles. Venue for any dispute arising out of this Agreement shall lie in the courts located in that jurisdiction.

Entire Agreement; Amendments

This Agreement, together with any exhibits or schedules specifically incorporated herein, constitutes the entire agreement between the parties with respect to the Test Run and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written. Any amendment to this Agreement must be in writing and signed by authorized representatives of both parties.

Miscellaneous

Neither party may assign this Agreement without the prior written consent of the other party, except that a party may assign to an affiliate or in connection with a merger, acquisition or sale of substantially all of its assets. Notices under this Agreement shall be in writing and delivered to the addresses set forth below or as otherwise notified in writing.

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