Memorial Pilot Template

Memorial Pilot Template

Parties and Effective Date

This Memorial Pilot Agreement (the Agreement) is made and entered into as of Effective Date: by and between:

Recitals

WHEREAS, Client desires to retain Provider to conduct a limited-duration pilot program to evaluate specified services, deliverables, and metrics described herein; and

WHEREAS, Provider represents that it has the personnel, facilities and technical capability to perform the pilot in accordance with the Scope of Work and applicable standards; and

WHEREAS, the parties wish to memorialize the terms governing the pilot, including responsibilities, payment, confidentiality, and termination.

Scope of Work

Payment Terms

Client shall pay Provider the Pilot Fee in accordance with the schedule below. All amounts are expressed in United States dollars unless otherwise agreed in writing.

Late Payment: Any undisputed amount not received within days of the invoice due date shall incur a late fee of or interest at per month, whichever is greater, until paid in full.

Term and Termination

Term: This Agreement commences on Start Date: and shall expire on End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice delivered at least days prior to the effective termination date. Either party may terminate immediately for cause upon material breach by the other party that remains uncured for thirty (30) days following written notice specifying the breach.

Confidentiality

Definition: "Confidential Information" means non-public information disclosed by one party (Disclosing Party) to the other (Receiving Party), whether disclosed orally, visually, or in writing, 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.

Obligations: The Receiving Party shall (a) use Confidential Information solely to perform its obligations under this Agreement; (b) restrict disclosure to its employees, contractors or advisors who have a need to know and who are bound by confidentiality obligations at least as protective as those herein; and (c) exercise at least the same degree of care to protect Confidential Information as it uses to protect its own confidential information, but in no event less than reasonable care.

Exceptions: Confidential Information shall not include information that is (i) already known to the Receiving Party without obligation of confidentiality; (ii) publicly known through no fault of the Receiving Party; (iii) rightfully received from a third party without restriction; or (iv) independently developed without use of the Disclosing Party's Confidential Information.

Upon termination or at the Disclosing Party's request, the Receiving Party shall promptly return or destroy all Confidential Information and certify such destruction in writing.

Intellectual Property and Use of Results

Ownership: Unless otherwise agreed in writing, Provider retains ownership of pre-existing intellectual property, tools, methodologies and general know-how. Client shall own data and results specifically generated by the pilot and delivered as final deliverables, subject to Provider's rights in aggregated, anonymized metrics and Provider Confidential Information.

License: Provider grants Client a non-exclusive, non-transferable license to use pilot deliverables solely for Client's internal evaluation and decision-making regarding broader deployment.

Indemnification and Liability

Each party shall indemnify and hold harmless the other party from third-party claims to the extent caused by the indemnifying party's gross negligence or willful misconduct. Except for breaches of confidentiality or a party's indemnification obligations, neither party shall be liable for consequential, incidental, special or punitive damages; aggregate liability shall be limited to the total fees paid under this Agreement for the pilot.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the state of without giving effect to conflict of laws principles. The parties shall first attempt to resolve any dispute through good faith negotiations; if unresolved, disputes shall be subject to the exclusive jurisdiction of the courts located within that state.

Entire Agreement; Amendments

This Agreement, including any exhibits or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior proposals, understandings or agreements. No amendment or waiver shall be effective unless in writing signed by authorized representatives of both parties.

Notices

All notices required or permitted hereunder shall be in writing and delivered to the addresses provided above or to such other address as a party may designate by written notice. Notices shall be deemed given upon personal delivery, upon receipt of confirmed electronic delivery, or three (3) days after deposit with a nationally recognized overnight carrier.

Acknowledgment

The individuals signing below represent and warrant that they are authorized to enter into this Agreement on behalf of their respective parties and to bind such parties to the terms hereof.

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