Identity Proof of Concept

IDENTITY PROOF OF CONCEPT

This Identity Proof of Concept Agreement (the Agreement) is entered into by and between Client Name: and Provider Name: . Effective Date: .

RECITALS

WHEREAS, Client desires to evaluate a technical solution for identity verification and authentication in a controlled testing environment to determine the feasibility and business value of a potential full implementation (the Proof of Concept or POC);

WHEREAS, Provider represents that it possesses the technical expertise, tools and personnel necessary to design, implement and demonstrate an identity POC that includes data ingestion, matching, liveness checks, and basic integration with Client systems under the constraints set forth in this Agreement; and

WHEREAS, the parties desire to set forth the scope, payment, confidentiality, deliverables and legal terms governing the POC engagement.

SCOPE OF WORK

Testing Environment Provided By:

PAYMENT TERMS

Late fee: or Minimum Late Charge:

TERM AND TERMINATION

Term Commencement Date: .

Termination Date (scheduled end of POC): .

CONFIDENTIALITY AND DATA PROTECTION

Definition: "Confidential Information" means non-public business, technical, operational, and personally identifiable information disclosed by one party to the other in connection with the POC, whether in oral, written, electronic or other form, including data sets used for identity verification and any output derived therefrom.

Obligations: Receiving party shall (i) hold Confidential Information in strict confidence, (ii) use it solely to perform the POC, (iii) restrict access to employees and contractors with a need to know and bound by comparable confidentiality obligations, and (iv) implement reasonable administrative, technical and physical safeguards appropriate to the sensitivity of data to prevent unauthorized access, disclosure, alteration or destruction.

Personal Data: The parties acknowledge that the POC may involve processing personal data and/or personally identifiable information. If such data is processed, Provider will process it only as directed by Client and will apply industry-standard encryption at rest and in transit and shall not use the data for any purpose other than performance of the POC. Data retention period after termination (days):

Return or Destruction: Upon expiration or earlier termination, Provider shall, at Client's election, return or securely destroy all Confidential Information and certify such destruction in writing within days.

Yes No

INTELLECTUAL PROPERTY AND LICENSE

Background IP: Each party retains ownership of its pre-existing intellectual property and tools used to perform the POC. Nothing in this Agreement transfers ownership of Background IP.

POC Deliverables: Provider grants Client a non-exclusive, non-transferable, royalty-free license to use delivered POC materials solely for internal evaluation during the Term. Any production use or commercial exploitation requires a separate written agreement.

LIABILITY AND INDEMNIFICATION

Limitation of Liability: Except for willful misconduct or gross negligence, neither party's aggregate liability arising from or related to this Agreement shall exceed the total fees paid by Client to Provider under this Agreement.

Indemnification: Provider shall defend and indemnify Client against third-party claims alleging that Provider's deliverables infringe a third party's intellectual property rights, provided Client gives prompt notice and sole control of the defense to Provider.

GOVERNING LAW; DISPUTE RESOLUTION

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 shall attempt in good faith to resolve disputes by negotiation prior to initiating litigation.

ENTIRE AGREEMENT

This Agreement, including its exhibits and attachments if any, constitutes the entire agreement between the parties and supersedes all prior and contemporaneous agreements, proposals, and communications relating to the POC. Any amendment must be in writing and signed by authorized representatives of both parties.

NOTICES

MISCELLANEOUS

Survival: Provisions relating to confidentiality, intellectual property, indemnification and limitation of liability shall survive termination or expiration of this Agreement.

Assignment: Neither party may assign this Agreement without the other party's prior written consent, except to a successor by merger or acquisition.

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