Pilot Sign-Off Agreement

PILOT SIGN-OFF AGREEMENT

This Pilot Sign-Off Agreement (the Agreement) is entered into by the parties identified below as of the Effective Date and documents final acceptance of the pilot engagement described herein.

Parties

Recitals

WHEREAS, Client and Provider previously entered into a pilot program to evaluate Provider's solution and certain deliverables described as the Pilot Project titled (the Pilot); and

WHEREAS, the parties documented pilot objectives, success criteria, test plans, and timelines in the Pilot Statement of Work and now desire to record Client's acceptance of the Pilot deliverables and the terms of final sign-off.

NOW, THEREFORE, in consideration of the mutual promises herein, the parties agree as follows.

Scope of Work

Payment Terms

Client shall pay Provider for the Pilot in accordance with the following terms.

Invoices are due within days of invoice date. Late payments shall accrue interest at or the maximum allowed by law, whichever is lower.

Term and Termination

This Agreement commences on the Pilot Start Date and continues through the Pilot End Date unless earlier terminated as provided below.

Pilot Start Date:    Pilot End Date:

Either party may terminate this Agreement for convenience upon days' prior written notice. Termination for material breach may be effective immediately if the breaching party fails to cure within 15 days after written notice.

Confidentiality

Each party shall treat as confidential all information disclosed in connection with the Pilot that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information shall not include information that is publicly known, independently developed without use of Confidential Information, already known to the receiving party, or rightfully received from a third party without restriction.

Receiving party will use Confidential Information solely to perform its obligations under the Pilot and will not disclose Confidential Information except to employees, contractors, or advisors with a need to know who are bound by confidentiality obligations no less protective than those set forth herein. Upon termination or written request, Confidential Information and all copies shall be returned or destroyed, and such destruction shall be certified in writing upon request.

Acceptance and Final Sign-Off

Client's execution of this Agreement constitutes final acceptance of the Pilot deliverables as of the Signature Date, subject to any exceptions expressly noted below. Upon sign-off, Provider will be released from further obligation to perform pilot acceptance testing except as may be required under a separate agreement.

Warranties; Limitation of Liability

Provider warrants that during the Pilot it will provide services in a professional and workmanlike manner substantially consistent with industry practice. EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, PROVIDER MAKES NO OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABLE QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR CLAIMS ARISING OUT OF THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO PROVIDER UNDER THE PILOT.

Governing Law; Miscellaneous

This Agreement shall be governed by and construed in accordance with the laws of without regard to conflicts of law principles. Venue for any dispute shall be the state or federal courts located in that jurisdiction.

Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest to substantially all of the assigning party's business. If any provision is held unenforceable, the remainder shall remain in full force and effect. No amendment of this Agreement is effective unless in a writing signed by both parties.

Entire Agreement

This Agreement, together with any referenced Statement of Work and attachments signed by both parties, constitutes the entire agreement between the parties regarding the Pilot and supersedes all prior negotiations, representations, or agreements, whether written or oral.

Execution

By signing below, Client acknowledges final acceptance of the Pilot as set forth in this Agreement, except to the extent listed in the Exceptions or Outstanding Issues section.

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