Legal POC Terms Agreement

LEGAL POC TERMS AGREEMENT

This Legal POC Terms Agreement ("Agreement") is made effective as of the , (Effective Date), by and between Client Name: , an entity formed under the laws of , with principal place of business at (Client), and Provider Name: , an entity formed under the laws of , with principal place of business at (Provider).

Recitals

WHEREAS, Provider has developed or has access to certain technology, software, systems or processes as described in this Agreement that Provider proposes to demonstrate to Client for evaluation and testing purposes; and

WHEREAS, Client desires to evaluate Provider's technology in a limited Proof of Concept (POC) to determine suitability for Client's internal purposes, subject to the terms and conditions set forth herein; and

WHEREAS, the parties wish to define the scope, responsibilities, confidentiality, intellectual property rights, and other terms governing the POC.

NOW, THEREFORE, in consideration of the mutual covenants and agreements set forth below, the parties agree as follows:

1. Definitions

1.1 "Proof of Concept" or "POC" means the limited technical demonstration and testing activities described in Section 2 to be performed by Provider for Client solely for evaluation purposes and not for commercial deployment.

1.2 "Deliverables" means all tangible results, reports, prototypes, models and documentation produced specifically in the course of the POC and delivered to Client.

1.3 "Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that, by its nature, ought reasonably to be treated as confidential, including technical data, prototypes, business plans and trade secrets.

2. Scope of Proof of Concept

2.1 Provider shall perform the POC as described in the Scope of Work. Provider will use commercially reasonable efforts to provide the POC in accordance with the schedule and acceptance criteria set forth below.

3. Confidentiality

3.1 Each party agrees to hold the other's Confidential Information in strict confidence and to use such Confidential Information solely for the purposes of performing this Agreement. Each party will protect Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

3.2 Confidential Information does not include information that: (a) is or becomes publicly available through no breach of this Agreement; (b) was rightfully known by receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the disclosing party gives prompt notice and cooperates in any protective measures.

4. Intellectual Property

4.1 As between the parties, each party retains all right, title and interest in and to its pre-existing intellectual property. Nothing in this Agreement transfers ownership of pre-existing intellectual property.

4.2 Provider retains ownership of any technology, deliverables, know-how and improvements developed prior to or outside the POC. Subject to Provider's ownership, Provider grants Client a limited, non-exclusive, non-transferable, revocable license to use the Deliverables solely for Client's internal evaluation for the Term of this Agreement and for a period of months thereafter for evaluation purposes only.

4.3 No license or right is granted to Client to commercialize or distribute the Provider's technology except by a separate written agreement executed by both parties.

5. Data Protection

5.1 Each party shall comply with applicable data protection laws in respect of personal data processed in connection with the POC. Provider shall implement reasonable technical and organizational measures to protect personal data against unauthorized or unlawful processing and against accidental loss, destruction or damage.

5.2 Provider shall not process Client personal data for any purpose other than to perform the POC and shall not transfer such personal data to any third party except as authorized in writing by Client.

6. Fees and Expenses

6.1 Unless otherwise agreed in writing in a separate statement of work, the POC shall be provided on a No Charge basis. If fees apply, the parties agree fees payable by Client in the amount of payable according to the payment terms set forth in writing.

6.2 Each party shall bear its own costs and expenses incurred in connection with the POC unless otherwise agreed in writing.

7. Warranties; Disclaimer

7.1 Provider warrants that it will perform the POC in a professional manner in accordance with generally accepted industry standards. For any breach of this limited warranty, Client's sole and exclusive remedy shall be re-performance of the deficient services or, if Provider fails to re-perform, termination of the POC and refund of any prepaid fees attributable to the unperformed portion.

7.2 EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE POC, DELIVERABLES, AND ANY TECHNOLOGY ARE PROVIDED "AS IS" AND PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.

8. Indemnification

8.1 Each party (Indemnifying Party) will indemnify, defend and hold harmless the other party (Indemnified Party) from and against claims, liabilities, damages, losses and expenses (including reasonable attorneys' fees) arising out of third-party claims to the extent caused by the Indemnifying Party's gross negligence or willful misconduct in connection with this Agreement.

9. Limitation of Liability

9.1 EXCEPT FOR LIABILITY ARISING FROM A BREACH OF CONFIDENTIALITY, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED . THIS LIMITATION APPLIES WHETHER THE CLAIM IS BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE.

10. Term and Termination

10.1 Term. This Agreement commences on the Effective Date and continues until the POC End Date unless earlier terminated in accordance with this Section.

10.2 Termination for Convenience. Either party may terminate this Agreement for convenience upon providing days' prior written notice to the other party.

10.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure the breach within days after receipt of written notice specifying the breach.

11. Notices

11.1 All notices and other communications required or permitted under this Agreement shall be in writing and delivered to the addresses set forth below, by certified mail, nationally recognized overnight courier, or personal delivery, or by email with confirmation of receipt.

12. Amendments; Waiver

12.1 No amendment, modification or waiver of any provision of this Agreement shall be effective unless made in writing and signed by authorized representatives of both parties. No waiver by either party of any breach shall be deemed a waiver of any subsequent breach.

13. Governing Law

13.1 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.

14. Entire Agreement; Severability; Counterparts

14.1 This Agreement, together with any exhibits or statements of work 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.

14.2 If any provision of this Agreement is held invalid or unenforceable, the remaining provisions shall remain in full force and effect and the parties shall negotiate in good faith to substitute a valid and enforceable provision that most closely effects the original intent.

14.3 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.

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