Demonstration Agreement Template

DEMONSTRATION AGREEMENT

This Demonstration Agreement (the Agreement) is entered into as of by and between Client Name: with principal address and Provider Name: with principal address .

RECITALS

WHEREAS, Provider develops and owns certain products, prototypes, software, documentation, and related materials identified as: (the Demonstration Materials);

WHEREAS, Client desires to evaluate the Demonstration Materials for the purpose of determining whether to purchase, license, or otherwise engage Provider with respect to the Demonstration Materials; and

WHEREAS, Provider is willing to provide a demonstration to Client subject to the terms and conditions set forth in this Agreement.

NOW, THEREFORE, in consideration of the mutual covenants contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Demonstration Materials" means all hardware, software, documentation, prototypes, samples, data, and other items provided by Provider to Client for evaluation under this Agreement, including any copies and derivatives.

1.2 "Authorized Personnel" means employees, contractors, or agents of Client who have a legitimate need to access the Demonstration Materials in connection with Client's internal evaluation.

2. SCOPE OF DEMONSTRATION

2.1 Provider shall provide a demonstration of the Demonstration Materials to Client at the following location: on or about .

2.2 The demonstration will include the following activities and limitations:

2.3 Client shall ensure that Authorized Personnel use the Demonstration Materials only for internal evaluation and shall not deploy the Demonstration Materials in any production environment or for any commercial purpose without a separate license agreement.

3. LICENSE AND USE RESTRICTIONS

3.1 Subject to the terms of this Agreement, Provider grants to Client a limited, non-exclusive, non-transferable, revocable license to use the Demonstration Materials solely for the evaluation described in Section 2. Client shall not (a) copy, modify, or create derivative works of the Demonstration Materials except as expressly permitted in writing; (b) reverse engineer, decompile, or disassemble the software portion of the Demonstration Materials; or (c) sublicense, distribute, rent, or lease the Demonstration Materials.

4. CONFIDENTIALITY

4.1 Each party acknowledges that the Demonstration Materials and all information disclosed in connection with the demonstration may constitute Confidential Information of Provider. Client shall: (a) hold such Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but in no event less than reasonable care; (b) not disclose the Confidential Information to any third party except to Authorized Personnel who are bound by confidentiality obligations no less restrictive than those set forth herein; and (c) use the Confidential Information only to evaluate the Demonstration Materials.

4.2 The confidentiality obligations shall not apply to information that: (a) is or becomes generally available to the public other than through a breach of this Agreement by Client; (b) was rightfully in Client's possession prior to receipt from Provider without restriction on use or disclosure; or (c) is required to be disclosed by law, provided that Client gives Provider prompt written notice and reasonably cooperates with Provider's efforts to seek protective measures.

5. FEEDBACK AND INTELLECTUAL PROPERTY

5.1 Client may provide feedback, suggestions, or improvements to Provider regarding the Demonstration Materials ("Feedback"). Client hereby assigns, and shall cause Authorized Personnel to assign, to Provider all right, title and interest in and to any Feedback. Provider shall be free to use, modify, and commercialize Feedback without restriction or obligation to Client.

5.2 Except for the limited license expressly granted in Section 3, nothing in this Agreement shall transfer or grant to Client any ownership interest, title, or intellectual property rights in the Demonstration Materials.

6. TERM AND TERMINATION

6.1 This Agreement commences on the Effective Date and shall continue for a period of days unless earlier terminated as provided herein.

6.2 Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Provider may terminate immediately if Client breaches any material term of this Agreement, including any confidentiality or use restriction.

7. RETURN OF MATERIALS

7.1 Upon expiration or termination of this Agreement, Client shall, within days, return to Provider all Demonstration Materials and all copies in any form and shall certify in writing that all such materials have been returned or destroyed.

8. FEES AND EXPENSES

8.1 The demonstration shall be provided: No charge For a fee of plus reasonable, pre-approved travel and shipping expenses.

8.2 All payments shall be made within days of invoice, subject to any applicable withholding taxes as required by law.

9. INDEMNIFICATION

9.1 Each party (the Indemnitor) shall indemnify, defend and hold harmless the other party (the Indemnitee) from and against any third-party claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of Indemnitor's gross negligence or willful misconduct in connection with its obligations under this Agreement.

10. LIMITATION OF LIABILITY

10.1 EXCEPT FOR A PARTY'S INDEMNIFICATION OBLIGATIONS OR LIABILITY ARISING FROM WILLFUL MISCONDUCT, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT EXCEED . NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF THIS AGREEMENT.

11. INSURANCE

11.1 Provider and Client shall each maintain insurance coverage appropriate to their activities under this Agreement, including commercial general liability and, if applicable, product liability coverage, in amounts customary for similarly situated parties.

12. COMPLIANCE WITH LAWS

12.1 Each party shall comply with all applicable laws, rules and regulations in performing its obligations under this Agreement, including export control laws with respect to the transfer of Demonstration Materials.

13. NOTICES

Client Notice Contact

Provider Notice Contact

13.1 All notices required or permitted hereunder shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or delivered by overnight courier to the notice address specified above or to such other address as either party may designate by notice to the other.

14. ASSIGNMENT

14.1 Neither party may assign this Agreement without the prior written consent of the other party, except to a successor in interest in connection with a merger, acquisition or sale of substantially all assets, provided that the assignee assumes all obligations of the assigning party.

15. GOVERNING LAW; VENUE

15.1 This Agreement shall be governed by and construed in accordance with the laws of the state of without regard to its conflict of laws principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that state for any dispute arising under this Agreement.

16. ENTIRE AGREEMENT; SEVERABILITY

16.1 This Agreement constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, understandings and communications, whether written or oral. Any amendment must be in writing signed by authorized representatives of both parties.

16.2 If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed only to the extent necessary to make it enforceable.

17. AMENDMENTS; WAIVER; COUNTERPARTS

17.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless in writing and signed by authorized representatives of both parties. The failure of either party to enforce any right shall not be deemed a waiver of such right.

17.2 This Agreement may be executed in counterparts, each of which shall be deemed an original, and all of which together shall constitute one and the same instrument. Electronic signatures shall be binding and enforceable to the same extent as original signatures.

18. MISCELLANEOUS

18.1 Independent Contractors. The parties are independent contractors, and nothing in this Agreement creates any agency, partnership, joint venture, or employment relationship between the parties.

18.2 Remedies. The parties acknowledge that monetary damages may be an inadequate remedy for a breach of the confidentiality or use restrictions and that the non-breaching party may seek injunctive or equitable relief without posting bond.

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