Legal Prototype Acceptance Agreement

LEGAL PROTOTYPE ACCEPTANCE AGREEMENT

This Legal Prototype Acceptance Agreement ("Agreement") is made as of Effective Date: by and between Provider: , entity type: , with principal place of business at ; and Recipient: , entity type: , with principal place of business at .

RECITALS

WHEREAS, Provider has developed and is prepared to deliver to Recipient a working prototype, including associated documentation and source artifacts, described as: (the "Prototype");

WHEREAS, Recipient desires to receive the Prototype for evaluation, testing, and acceptance under the terms and conditions set forth herein; and

WHEREAS, the parties intend by this Agreement to define the acceptance criteria, testing period, transfer of risk, and intellectual property rights related to the Prototype.

NOW, THEREFORE, in consideration of the mutual promises and covenants contained in this Agreement, the parties agree as follows:

1. DEFINITIONS

1.1 "Acceptance Tests" means the tests and objective criteria set forth in Section 3 by which the Recipient will determine whether the Prototype meets the requirements specified in this Agreement.

1.2 "Deliverables" means the Prototype and all accompanying documentation, source code (if applicable), test scripts, and operational instructions delivered by Provider to Recipient pursuant to this Agreement.

2. DESCRIPTION OF PROTOTYPE AND DELIVERY

Provider shall deliver the Deliverables to Recipient no later than . Title to tangible components of the Prototype shall remain with Provider until final Acceptance as set forth in Section 4, except as otherwise agreed in writing.

3. ACCEPTANCE TESTING AND CRITERIA

3.1 Acceptance Period. Recipient shall have a period of days commencing on the date of delivery to conduct Acceptance Tests.

3.2 Testing Procedure. Recipient shall perform Acceptance Tests in accordance with the procedure described in the Acceptance Criteria. Recipient shall notify Provider in writing within the Acceptance Period of any nonconformities, specifying the nature and reproducible steps to demonstrate each defect.

4. ACCEPTANCE; REMEDIATION

4.1 Automatic Acceptance. If Recipient does not provide written notice of nonconformities within the Acceptance Period, the Prototype will be deemed accepted and Provider shall promptly provide any next-stage deliverables contemplated by the parties.

4.2 Remediation. For any nonconformity timely notified, Provider shall, at its expense, use commercially reasonable efforts to correct such nonconformity within days. Following remediation, Recipient shall have an additional days to re-run the specified Acceptance Tests.

5. CHANGES AND ENHANCEMENTS

Any change in scope, feature set, or acceptance criteria requested by Recipient shall be documented in a written Change Order signed by authorized representatives of both parties, specifying impact on schedule and fees. Provider shall not be obligated to perform additional work outside the confirmed Change Order.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Provider retains sole ownership of all intellectual property rights in the Prototype and any underlying technology and pre-existing materials, subject only to the limited license expressly granted herein.

6.2 License. Upon Acceptance, Provider grants Recipient a non-exclusive, non-transferable, royalty-free license to use the Prototype solely for internal evaluation and testing purposes for a period of months, unless otherwise agreed in a written license agreement.

7. CONFIDENTIALITY

Each party shall maintain in confidence all Confidential Information disclosed by the other party and shall not use or disclose such Confidential Information except as strictly required to perform under this Agreement. Confidential Information shall include the Prototype, specifications, test results, and other information designated as confidential or that by its nature should be understood to be confidential.

8. WARRANTIES; LIMITATION OF LIABILITY

Provider warrants that it has the right to grant the licenses herein and that the Deliverables will materially conform to the Acceptance Criteria for a period of days following Acceptance. EXCEPT AS EXPRESSLY PROVIDED, ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, ARE DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

In no event shall either party be liable for consequential, incidental, special or punitive damages, and each party's aggregate liability under this Agreement shall not exceed the direct damages reasonably foreseeable at the time of contracting.

9. INDEMNIFICATION

Provider shall defend, indemnify and hold harmless Recipient from and against any third-party claims alleging that use of the Prototype in accordance with this Agreement infringes a third party's United States patents, copyrights or trade secrets, provided Provider is given prompt written notice and sole control of the defense and settlement.

10. NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the addresses below by certified mail, internationally recognized courier, or personal delivery and shall be deemed given upon receipt.

11. GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified by the parties below without regard to conflicts of law principles. The parties shall first attempt in good faith to resolve disputes by negotiation between executive representatives; if unresolved within 30 days, disputes shall be submitted to binding arbitration before a single arbitrator in the agreed venue.

12. ENTIRE AGREEMENT; SEVERABILITY; AMENDMENTS; WAIVER; COUNTERPARTS

This Agreement constitutes the entire agreement between the parties with respect to the Prototype and supersedes all prior understandings. If any provision is held unenforceable, the remainder shall remain in full force. No amendment or waiver shall be effective unless in a written instrument signed by both parties. This Agreement may be executed in counterparts, each of which shall constitute an original.

13. MISCELLANEOUS

The parties represent that each has full corporate or organizational power to enter into this Agreement and that the individual signing on behalf of each party is authorized to bind that party. Neither party may assign this Agreement without the prior written consent of the other, except to an affiliate or successor in interest.

Sign Now