Project Sync POC

PROJECT SYNC POC - PROOF OF CONCEPT AGREEMENT

This Proof of Concept Agreement ("Agreement") is entered into as of by and between Client Name: with principal address at (\"Client\"), and Service Provider Name: with principal address at (\"Provider\").

WHEREAS

WHEREAS, Client seeks to evaluate the interoperability, performance, and integration approach for a project synchronizing specified systems through a limited Proof of Concept (the "POC"); and

WHEREAS, Provider has represented that it possesses the technical expertise, personnel, and resources to perform the POC and deliver the agreed deliverables under the terms set forth herein; and

WHEREAS, the parties wish to set forth the scope, schedule, payment, confidentiality and other contractual terms governing the POC.

SCOPE OF WORK

Provider will perform a limited Proof of Concept to demonstrate synchronization between the systems and deliver the deliverables and acceptance criteria described below. The POC is not a production deployment and is limited to the period and resources set forth in this Agreement.

PAYMENT TERMS

Client shall pay Provider for the POC in accordance with the schedule below. All amounts are stated in United States Dollars and are exclusive of applicable taxes unless otherwise required by law.

Invoices submitted by Provider shall be payable net days from the invoice date. Overdue amounts shall accrue interest at per month (or the maximum permitted by law), calculated daily from the due date until paid in full.

TERM AND TERMINATION

The term of this Agreement shall commence on and shall expire on unless earlier terminated in accordance with this Section.

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

Upon termination, Client shall pay Provider for all work performed and reasonable expenses incurred through the effective date of termination. Sections entitled Confidentiality, Governing Law, Indemnification, and Entire Agreement shall survive termination consistent with their terms.

CONFIDENTIALITY

Each party (Receiving Party) shall hold in confidence and not disclose to any third party any non-public information disclosed by the other party (Disclosing Party) that is designated as confidential or that a reasonable person would understand to be confidential given the nature of the information and the circumstances of disclosure ("Confidential Information"). Confidential Information excludes information that: (a) is or becomes generally known to the public without breach of this Agreement by the Receiving Party; (b) was rightfully known to the Receiving Party prior to disclosure; (c) is received from a third party without breach of any obligation of confidentiality; or (d) is independently developed without use of the Disclosing Party's Confidential Information.

The Receiving Party shall use Confidential Information solely for the purpose of performing the POC and shall restrict disclosure to employees, contractors and agents who have a need to know and are bound by confidentiality obligations no less protective than those herein. Upon written request or termination, the Receiving Party shall return or destroy Confidential Information and certify destruction in writing. Breach of this clause may cause irreparable harm; the Disclosing Party is entitled to injunctive relief in addition to any other remedies at law or in equity.

LIMITATION OF LIABILITY

Except for willful misconduct or gross negligence, neither party shall be liable for indirect, incidental, consequential, special or punitive damages arising out of or relating to this Agreement, even if advised of the possibility of such damages. The aggregate liability of either party arising from or related to this Agreement shall not exceed the total fees paid by Client to Provider under this Agreement.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of without regard to its conflicts of law principles.

ENTIRE AGREEMENT

This Agreement, together with any exhibits, attachments and approved 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, proposals, negotiations and communications, whether oral or written. Any modification or amendment must be in writing and signed by authorized representatives of both parties.

ADDITIONAL TERMS

Provider represents that it will perform services in a professional and workmanlike manner consistent with industry standards. Client shall provide timely access, data, credentials and cooperation reasonably required by Provider to perform the POC. Any changes to scope that materially affect schedule or fees shall be documented and approved in writing.

POINTS OF CONTACT

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