Are Evaluation Agreements enforceable electronically?

Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature shows intent, consent, attribution, and retention capability.

When is a notary required?

Most commercial evaluation agreements do not require notarization; exceptions exist by state or for documents affecting real property or specific statutory filings. Check state rules before notarizing.

How should confidential data be handled?

Limit access to need-to-know personnel, use encryption, log access, and include contractual breach-notification and data return/destruction obligations to manage exposure risk.

Can feedback create IP ownership issues?

Yes. Without a clear feedback or assignment clause, disputes may arise. Include provisions that define whether feedback grants a license or remains the recipient’s property.

How do I revoke or cancel an evaluation?

Follow the termination clause: typically provide written notice, require immediate cessation of use, and demand return or certified destruction of materials per the agreement.

What if a signer cannot use eSignature?

Provide alternatives such as wet signatures, in-person signing, or notarized execution. Ensure any alternative satisfies the agreement’s authentication and record-retention requirements.

Electronic Signature
Templates
Legal
Evaluation Agreement

Evaluation Agreement

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EVALUATION AGREEMENT

This Evaluation Agreement ("Agreement") is made and entered into as of Effective Date: by and between Client Name: with principal address at Client Address: , and Evaluator Name: with principal address at Evaluator Address: .

RECITALS

WHEREAS, Client requires an independent evaluation of the subject matter described in Section 1 below for purposes of assessment, reporting, or decision-making; and

WHEREAS, Evaluator represents that it has the qualifications, experience, and resources necessary to perform the evaluation in accordance with professional standards and applicable law; and

WHEREAS, the parties desire to set forth the terms and conditions under which Evaluator will perform the evaluation and deliver related deliverables to Client.

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

1. ENGAGEMENT AND SCOPE

1.1 Engagement. Client hereby engages Evaluator, and Evaluator accepts such engagement, to perform the evaluation services described in this Agreement in accordance with the scope set forth below and consistent with applicable professional standards.

Scope of Evaluation

2. DELIVERABLES AND SCHEDULE

2.1 Deliverables. Evaluator shall deliver to Client the written report(s), data, and materials specified below (the "Deliverables"). Deliverables shall identify methodologies used, factual findings, and any professional opinions or conclusions.

List of Deliverables

2.2 Schedule. Evaluator will substantially complete the Deliverables by Delivery Deadline: . Time is of the essence for all scheduled performance dates.

3. FEES, EXPENSES AND PAYMENT

3.1 Fees. Client shall pay Evaluator the fees set forth below for performance of the services. Fees are exclusive of applicable taxes and out-of-pocket expenses expressly authorized by Client.

Fee Amount Payment Terms

3.2 Expenses. Client will reimburse Evaluator for pre-approved, reasonable out-of-pocket expenses upon submission of supporting documentation. Reimbursement requests shall be delivered within thirty (30) days of the expense being incurred.

4. CONFIDENTIALITY

4.1 Confidential Information. Each party (a "Receiving Party") shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (the "Disclosing 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"), except as expressly permitted by this Agreement.

4.2 Exceptions. Confidential Information does not include information that (a) is or becomes generally available to the public through no fault of the Receiving Party, (b) was known by the Receiving Party prior to disclosure, (c) is received from a third party without breach of an obligation of confidentiality, or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party's Confidential Information.

5. INTELLECTUAL PROPERTY AND WORK PRODUCT

5.1 Ownership. Unless otherwise agreed in writing, all final Deliverables prepared specifically for Client pursuant to this Agreement shall be considered "Work Product" and, upon full payment of all amounts then due, Evaluator assigns to Client all copyright and proprietary rights in such final Deliverables. Evaluator retains ownership of its pre-existing methodologies, tools, templates, and know-how.

5.2 License. Evaluator grants Client a perpetual, non-exclusive, worldwide license to use the Evaluator's pre-existing materials included in the Deliverables solely to the extent incorporated in the Deliverables for Client's internal purposes.

6. ACCESS, COOPERATION AND DATA

6.1 Cooperation. Client shall provide Evaluator with timely access to personnel, documents, facilities, and information reasonably necessary for Evaluator to perform the Services. Client warrants that it has authority to grant such access and that disclosure by Client will not violate the rights of any third party.

Special Access Requirements or Restrictions

7. INDEPENDENT CONTRACTOR

Evaluator is an independent contractor and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship. Evaluator is solely responsible for taxes, insurance, and benefits for its personnel.

8. WARRANTIES, DISCLAIMER AND LIMITATIONS

8.1 Warranties. Evaluator warrants that it will perform the Services in a professional manner in accordance with generally accepted professional standards. Evaluator does not warrant results or outcomes beyond its professional opinions based on available information.

8.2 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, EVALUATOR MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.3 Limitation of Liability. IN NO EVENT SHALL EVALUATOR'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL FEES PAID BY CLIENT TO EVALUATOR UNDER THIS AGREEMENT. Neither party shall be liable for consequential, incidental, special, or punitive damages.

Liability Cap (if different from Fees)

9. TERM AND TERMINATION

9.1 Term. This Agreement commences on the Effective Date and continues until the Deliverables have been delivered and all obligations have been satisfied, unless earlier terminated as provided herein.

9.2 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. Upon termination, Client shall pay Evaluator for all Services performed and authorized expenses incurred through the effective date of termination.

10. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party and its officers, directors and employees from and against any third-party claims arising from the indemnifying party's gross negligence, willful misconduct, or breach of this Agreement.

11. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section. Notices shall be deemed given on the date of personal delivery, the date of receipt of confirmed facsimile transmission, or three (3) business days after deposit with a nationally recognized overnight courier.

Notices to Client - Contact Name and Address Notices to Evaluator - Contact Name and Address

12. AMENDMENTS, WAIVER AND COUNTERPARTS

This Agreement may be amended only by a written instrument signed by both parties. The failure of either party to enforce any provision shall not constitute a waiver. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument.

13. GOVERNING LAW, ENTIRE AGREEMENT, SEVERABILITY

13.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to conflict of law principles.

13.2 Entire Agreement. This Agreement, including any schedules and attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous agreements and understandings, whether written or oral.

13.3 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall endeavor to negotiate a valid substitute provision that most closely effects the original intent of the parties.

14. MISCELLANEOUS

14.1 Assignment. Neither party may assign this Agreement without the prior written consent of the other party, except that either party may assign to an affiliate or in connection with a merger, acquisition, or sale of substantially all of its assets.

14.2 Records and Audit. Evaluator shall maintain records sufficient to demonstrate compliance with this Agreement for a period of three (3) years following final delivery of the Deliverables and shall permit Client to audit such records on reasonable prior notice and during normal business hours.

Client — Printed Name:

By:

Date:

Evaluator — Printed Name:

By:

Date:

What an Evaluation Agreement Is and When It Applies

An Evaluation Agreement is a written contract that governs a time-limited trial or assessment of software, products, services, or confidential materials between a provider and a recipient. It defines the evaluation period, permitted uses, confidentiality protections, IP ownership for feedback, data handling, and return or destruction obligations. The document allocates liability, sets performance or acceptance criteria, and may include limitations on warranties and remedies. Organizations use it to permit testing while protecting trade secrets and establishing clear obligations before a broader commercial license or purchase.

Why an Evaluation Agreement Matters for Risk and Clarity

An Evaluation Agreement reduces legal and operational risk by restricting use of confidential materials, clarifying IP rights for feedback, and establishing remedies for misuse. It sets clear timelines and obligations so both parties understand their responsibilities during a limited trial.

Who Typically Relies on an Evaluation Agreement

Common parties include software vendors offering trials, procurement or product teams running pilots, legal counsel reviewing IP allocation, and prospective customers evaluating fit.

Technology vendors offering pre-release or trial software to prospective enterprise customers
Corporate procurement teams managing pilot projects and vendor compliance checks
Internal product or security teams assessing third-party tools under confidentiality constraints

These groups use the agreement to balance necessary access for testing with protections for trade secrets, data handling, and defined exit obligations if the trial ends without a license.

Who Signs on Behalf of Each Party

Provider Representative — CTO

The provider’s authorized technical or executive representative (commonly the CTO or VP of Product) signs to permit evaluation access, confirm scope of permitted use, and accept responsibilities for hosting, support, and any demo data used during the trial.

Recipient Representative — Procurement Director

The recipient’s procurement or legal lead signs to accept the evaluation terms, confirm internal data protection measures, and agree to return or destroy materials at the trial’s end; signature binds the organization to confidentiality and permitted-use clauses.

Step-by-Step: How to Complete the Evaluation Agreement

Follow these sequential steps to prepare, negotiate, and execute an Evaluation Agreement with minimal friction.

01

Draft terms: Identify scope, period, and confidentiality items.
02

Review internally: Legal and security verify IP and data protections.
03

Negotiate edits: Agree on liability, return, and marking requirements.
04

Execute: Sign and record executed copy for both parties.

Typical Workflow for an Evaluation Agreement

A concise workflow clarifies who acts and when during the trial lifecycle.

Upload agreement: Provider uploads draft to document management system.
Assign reviewers: Legal, procurement, and security complete reviews.
Sign electronically: Parties sign via a compliant eSignature platform.
Track compliance: Monitor usage and collect return confirmations.

Key Clauses Every Professional Evaluation Agreement Should Include

A complete agreement addresses confidentiality, permitted use, IP ownership, liability, term and termination, and post-trial obligations to reduce dispute risk.

Confidentiality

Define what constitutes confidential information, permitted disclosures (e.g., to employees under a need-to-know basis), and the duration of nondisclosure obligations to protect trade secrets during and after the evaluation period.

Permitted Use

Specify exactly what the recipient may do with the product or materials during the trial (testing, internal demonstration) and prohibit prohibited actions such as reverse engineering or production deployment.

Intellectual Property

Clarify ownership of preexisting IP, feedback, and improvements; include whether feedback grants a license and whether any assignment of rights is required for bug fixes or enhancements.

Return and Destruction

Set procedures and deadlines for return or certified destruction of materials, including any required confirmations and the format in which data must be returned or erased.

Liability Limitations

Include disclaimers of warranties, caps on damages, and indemnities where appropriate to allocate risk between the provider and recipient for trial-related losses or claims.

Termination and Remedies

Establish grounds for immediate termination, injunctive relief for confidentiality breaches, and remedies including return of materials and recovery of costs or damages.

Security and Compliance Considerations

Encryption in transit: TLS 1.2/1.3

Encryption at rest: AES-256

Audit trail: Detailed signing records

Certifications: SOC 2 Type II

Regulatory compliance: ESIGN and UETA

Healthcare safeguards: HIPAA (BAA required)

Common Risks and Legal Consequences to Anticipate

Unenforceable terms: Overly vague clauses risk unenforceability

Confidentiality breach: Injunctive relief and damages

IP disputes: Litigation over ownership claims

Data exposure: Regulatory fines or remediation costs

Late notices: Missed termination or cure windows

Signature issues: Invalid eSign without intent or consent

Common Preparation Errors to Avoid

Leaving the evaluation period ambiguous, which creates disputes over when obligations and return duties begin or end
Failing to define confidential categories clearly, resulting in disagreement about what information is protected
Permitting broad use rights that allow production deployment or redistribution during a trial
Not specifying acceptable data handling standards, causing compliance gaps with privacy or security requirements

Key Dates and Deadlines to Include

Document these dates clearly in the agreement to avoid disputes and to trigger obligations automatically.

Effective Date:

The date the agreement takes effect and starts the evaluation period.

Evaluation End Date:

The final day of permitted testing and access unless extended in writing.

Notice to Extend:

Deadline for either party to request a trial extension, typically a set number of days before end.

Return Deadline:

Date by which materials must be returned or destroyed after termination.

Survival Clauses:

Specify which obligations (e.g., confidentiality, IP) survive termination and for how long.

eSignature Vendor Comparison for Executing Evaluation Agreements

Common eSignature criteria include price, available trial, bulk send, audit trail, and HIPAA support; signNow is listed first for parity in comparison.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions About Evaluation Agreements

Answers to common legal and execution questions about Evaluation Agreements, e-signatures, and recordkeeping.

Need help? Contact support

Are Evaluation Agreements enforceable electronically?
Yes. Electronic signatures are generally enforceable under the ESIGN Act (15 U.S.C. ch. 96) and UETA where adopted, provided the signature shows intent, consent, attribution, and retention capability.
When is a notary required?
Most commercial evaluation agreements do not require notarization; exceptions exist by state or for documents affecting real property or specific statutory filings. Check state rules before notarizing.
How should confidential data be handled?
Limit access to need-to-know personnel, use encryption, log access, and include contractual breach-notification and data return/destruction obligations to manage exposure risk.
Can feedback create IP ownership issues?
Yes. Without a clear feedback or assignment clause, disputes may arise. Include provisions that define whether feedback grants a license or remains the recipient’s property.
How do I revoke or cancel an evaluation?
Follow the termination clause: typically provide written notice, require immediate cessation of use, and demand return or certified destruction of materials per the agreement.
What if a signer cannot use eSignature?
Provide alternatives such as wet signatures, in-person signing, or notarized execution. Ensure any alternative satisfies the agreement’s authentication and record-retention requirements.

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