Can a POC be e-signed?

Yes. Electronic signatures are generally legally effective under the ESIGN Act (15 U.S.C. §7001) and UETA in adopted states; ensure intent, consent, attribution, and retention are documented.

Do I need a BAA for pilot data?

If the pilot handles protected health information, include a HIPAA Business Associate Agreement and specify security controls; without a BAA the covered entity may be exposed to regulatory risk.

Who owns pilot deliverables?

Ownership depends on contract language. If you expect to own outputs, include clear IP assignment or license terms; otherwise, vendors usually retain background IP.

Is notarization required for POCs?

Not typically required for commercial POCs; notarization may be needed for recordable instruments or where a counterparty requests notarized signatures.

How do I handle test data?

Use anonymized or synthetic data when possible; if real data is necessary, restrict use, require encryption, and document retention and deletion obligations.

What if acceptance is disputed?

Follow dispute resolution in the agreement (escalation, mediation, expert review). Maintain test artifacts, logs, and audit trails to evidence results.

Electronic Signature
Templates
Legal
Proof of Concept Agreement

Proof of Concept Agreement

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PROOF OF CONCEPT AGREEMENT

This Proof of Concept Agreement (the Agreement) is made effective as of by and between Client Name: , with principal place of business at and Provider Name: , with principal place of business at .

RECITALS

WHEREAS, Client desires to evaluate certain technology, services and related processes described herein for the limited purpose of assessing feasibility for potential commercial deployment;

WHEREAS, Provider represents that it has the expertise, personnel and resources necessary to develop and demonstrate a proof of concept for the project described as ;

WHEREAS, the parties wish to set forth the terms under which Provider will perform the Proof of Concept work and Client will evaluate such work on a limited, non-commercial basis.

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained herein, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means all non-public information disclosed by a disclosing party to the receiving party in connection with this Agreement, whether disclosed orally, visually, electronically or in writing, that is designated as confidential or that reasonably should be understood to be confidential under the circumstances, including but not limited to technical data, trade secrets, know-how, inventions, protocols, business plans and pricing.

1.2 "Proof of Concept" or "PoC" means the limited scope demonstration work, prototypes, technical implementations, reports and related deliverables described in Section 3 and Exhibit A (if any) for the purpose of Client's evaluation.

2. SCOPE OF PROOF OF CONCEPT

2.1 Provider shall perform the PoC work described in the Deliverables section below and shall use commercially reasonable efforts to meet the timelines and acceptance criteria set forth in this Agreement. The PoC is a limited evaluation and shall not constitute a commercial product or service offering.

Deliverables Acceptance Criteria

3. TERM AND TERMINATION

3.1 Term. This Agreement commences on the effective date set forth above and continues for a period of unless earlier terminated in accordance with this Section.

3.2 Termination for Convenience. Either party may terminate this Agreement for any reason upon days' prior written notice to the other party.

3.3 Termination for Cause. Either party may terminate this Agreement immediately upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after receipt of written notice specifying the breach.

4. FEES AND EXPENSES

4.1 Fees. Client shall pay Provider the fees set forth below for performance of the PoC. Unless otherwise agreed in writing, all amounts are payable within thirty (30) days of invoice.

Total Fee Expense Responsibility

Provider will be reimbursed for reasonable pre-approved out-of-pocket expenses incurred in connection with the PoC. Provider is not entitled to reimbursement unless expenses are pre-authorized in writing by Client.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each receiving party shall hold in confidence and not disclose Confidential Information of the disclosing party to any third party, except to its employees, contractors and advisors who have a strict need to know and who are bound by confidentiality obligations at least as protective as those herein. Receiving party shall use Confidential Information solely to perform its obligations or to evaluate the PoC.

5.2 Exceptions. Confidential Information does not include information that: (a) is or becomes generally known to the public through no fault of the receiving party; (b) was lawfully in the receiving party's possession prior to receipt from the disclosing party; (c) is rightfully received from a third party without restriction; or (d) is independently developed by the receiving party without use of the disclosing party's Confidential Information.

5.3 Return or Destruction. Upon termination or expiration of this Agreement, receiving party shall, at the disclosing party's option, promptly return or destroy all Confidential Information and certify destruction in writing within thirty (30) days.

6. INTELLECTUAL PROPERTY

6.1 Background IP. Each party retains all right, title and interest in and to its background intellectual property existing prior to the effective date or developed independently of this Agreement.

6.2 PoC Deliverables. Provider shall retain ownership of intellectual property embodied in the PoC Deliverables, except as expressly assigned below. Provider grants to Client a limited, non-exclusive, non-transferable, royalty-free license to use the PoC Deliverables solely for internal evaluation and testing during the Term of this Agreement and for a period of thereafter for archival purposes only.

6.3 Assignment Option. If the parties desire assignment of Provider's rights in whole or in part, such assignment shall be governed by a separate written agreement executed by both parties and may be conditioned upon payment of additional consideration specified in such agreement.

7. WARRANTIES; DISCLAIMERS

7.1 Provider warrants that it will perform the PoC in a professional and workmanlike manner consistent with industry standards. Provider does not warrant that the PoC will achieve any particular outcome or result.

7.2 EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE POC DELIVERABLES ARE PROVIDED "AS IS" AND EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

8. LIMITATION OF LIABILITY

8.1 IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES, INCLUDING LOST PROFITS, EVEN IF ADVISED OF THE POSSIBILITY THEREOF.

8.2 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S BREACH OF ITS CONFIDENTIALITY OBLIGATIONS OR GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, A PARTY'S AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID OR PAYABLE BY CLIENT TO PROVIDER UNDER THIS AGREEMENT.

9. NOTICES

All notices required or permitted under this Agreement shall be in writing and shall be deemed given when delivered personally, sent by certified mail (return receipt requested), or sent by overnight courier to the addresses set forth below or to such other address as a party may designate by notice in accordance with this Section.

Client Notice Address Provider Notice Address

10. AMENDMENT; WAIVER; COUNTERPARTS

10.1 Amendment. This Agreement may be amended or modified only by a written instrument signed by duly authorized representatives of both parties.

10.2 Waiver. No waiver of any breach or default shall constitute a waiver of any other breach or default. Any waiver must be in writing and signed by the waiving party.

10.3 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. Signatures delivered by electronic means shall be binding.

11. GOVERNING LAW; ENTIRE AGREEMENT; SEVERABILITY

11.1 Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction specified by the parties:

11.2 Entire Agreement. This Agreement (including any exhibits or schedules referenced herein) constitutes the entire agreement between the parties with respect to the subject matter hereof and supersedes all prior and contemporaneous agreements, proposals and communications, whether oral or written.

11.3 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect and the invalid or unenforceable provision shall be reformed to the minimum extent necessary to make it enforceable.

12. MISCELLANEOUS PROVISIONS

12.1 Independent Contractors. The parties are independent contractors. Nothing in this Agreement shall be construed to create a partnership, joint venture, agency, or employment relationship between the parties.

12.2 Publicity. Neither party shall issue any public statement, press release or marketing materials that reference the other party’s name or the subject matter of this Agreement without the prior written consent of the other party, except as required by law.

Client:

By:

Date:

Provider:

By:

Date:

What a Proof of Concept Agreement Is

A Proof of Concept Agreement is a short-term, limited-scope contract that sets the terms for a pilot project demonstrating how a product, service, or technology will perform in a buyer's environment. It specifies scope, objectives, deliverables, testing criteria, acceptance conditions, responsibilities, data handling, confidentiality, duration, costs, and intellectual property treatment. The agreement clarifies risk allocation during evaluation and creates a defined window for performance validation before a full commercial rollout or broader procurement decision.

Why a Proof of Concept Agreement Matters

A clear POC Agreement reduces ambiguity during pilots, protects confidential data, allocates IP and liability, and defines objective acceptance criteria. It helps both parties manage expectations, limits pilot scope and costs, and documents consent to electronic transactions under ESIGN (15 U.S.C. §7001) and UETA where applicable.

Organizations and Roles That Use This Agreement

The Proof of Concept Agreement is used by buyers evaluating new vendors and by vendors providing trial services or products under controlled conditions.

Procurement teams assessing vendor solutions and managing evaluation budgets and acceptance tests.
Product or IT teams running technical validation, integration tests, and performance benchmarks.
Legal or compliance departments ensuring data protection, IP allocation, and regulatory fit.

Use the agreement to document responsibilities, data handling rules, acceptance criteria, and the path to a commercial agreement if the pilot succeeds.

Core Components of a Professional Proof of Concept Agreement

A concise POC Agreement should include defined scope, measurable acceptance criteria, test plan, schedule, cost allocation, confidentiality and data handling, IP and licensing rules for pilot outputs, termination and liability limits, and a transition path to a full contract if successful.

Scope

Describe exact systems, features, environments, deliverables, and excluded items so both parties share the same expectations.

Acceptance Criteria

List objective, measurable tests and thresholds that constitute successful completion of the pilot.

Timeline

Specify start and end dates, milestones, and any interim review dates tied to acceptance events.

Costs and Payment

Clarify who pays for what, reimbursements, and whether any fees apply only on successful acceptance.

Confidentiality

Include NDAs or confidentiality clauses covering access to data, prototypes, and test results.

IP and Use Rights

Define ownership of results, background IP, derivative works, and any temporary licenses for evaluation artifacts.

Step-by-Step: Completing a Proof of Concept Agreement

Follow these steps to prepare and finalize a POC Agreement so the pilot runs with clear expectations and minimal legal risk.

01

Define objectives: Draft measurable goals and deliverables for the pilot.
02

Set test plan: Detail procedures, success metrics, and acceptance tests.
03

Allocate responsibilities: Identify resources, contacts, and who provides infrastructure.
04

Negotiate terms: Agree on IP, confidentiality, cost, and termination clauses.

Configuring an Online POC Workflow

Map the digital workflow you'll use for document preparation, review, signing, and storage so participants can complete the pilot with minimal friction.

Field	Configuration
Document Template	Create a reusable POC Agreement template with conditional sections for paid vs free pilots.
Signers and Roles	Assign signer order and role (approver, reviewer) and include alternate contacts.
Authentication	Require email or SMS code; use stronger methods (KBA, SSO) if sensitive data is involved.
Archive Settings	Set retention and archival rules matching corporate records policy and regulatory needs.

Where to Send and How to Route the Agreement

A standard routing pattern speeds execution and ensures compliance; list recipients and delivery order for clarity.

Upload: Sender uploads the finalized POC Agreement to the signing platform.
Assign Fields: Place signature, date, and approval fields for each role.
Send to Reviewers: Route to technical reviewers or legal approvers before signatures.
Execute: Send signature invites in defined order and capture audit trail.

Digital Signing and Distribution Requirements

Choose a platform that supports the authentication, audit trail, and storage controls your POC requires.

Authentication: Email link or SMS OTP for basic validation; KBA or SSO for higher assurance.
Audit Trail: Capture timestamps, IP, and signer actions for legal evidence.
Integrations: Connect with CRM, cloud storage, or project systems for automated routing.

Ensure the platform supports your compliance needs (audit logs, retention, HIPAA BAA if required) and provides export in standard formats for recordkeeping.

Typical Timelines and Key Deadlines

Set clear timeline milestones in the agreement so both parties track pilot progress and acceptance windows.

Start Date:

Enter the MM/DD/YYYY date when testing begins.

Test Window:

Define the number of days or weeks allocated to run tests.

Acceptance Period:

Specify how long the buyer has to approve or reject deliverables.

Extension Options:

State whether and how the parties may extend the pilot period.

Termination Notice:

Specify notice period required to end the pilot early.

Key Milestones from Kickoff to Acceptance

A compact milestone list helps teams coordinate tests, reviews, and the final acceptance decision during the POC lifecycle.

01

Kickoff

Project initiation meeting to confirm scope and contacts.

02

Environment Setup

Provision test environment and access credentials.

03

Execution

Run agreed tests and collect results per test plan.

04

Acceptance Review

Buyer reviews results and issues acceptance or rejection.

Common Mistakes to Avoid

Unclear acceptance metrics that lead to subjective disputes and delayed decisions.
Failing to define data access and retention, risking privacy or compliance violations.
Overextending pilot scope without adjusting timelines or budgets and causing resource drain.
Not specifying IP rights for pilot outputs, creating ambiguity about ownership and reuse.

Risks and Consequences of an Incorrect Agreement

Contract Ambiguity: May lead to disputes or unexpected liabilities.

Data Exposure: Improper handling can trigger HIPAA or other regulatory issues.

IP Loss: Poorly drafted clauses can transfer valuable rights unintentionally.

Cost Overruns: Undefined responsibilities can shift expenses to the wrong party.

Termination Disputes: Missing notice periods can cause penalties or lost time.

Enforceability: Improper signatures or missing authority may render the agreement voidable.

Who Can Sign and Bind Each Party

Vendor Signatory

A person with corporate authority (e.g., CEO, VP, authorized signatory) should sign. If the signer is not an officer, include a statement that the signer has authority to bind the vendor and provide supporting evidence on request.

Buyer Signatory

Procurement or a delegated purchasing officer commonly signs for the buyer; if a department head signs, the agreement should state the signer's delegated authority and include corporate purchase order numbers where required.

File Formats and Supporting Documents to Include

Attach supporting materials to reduce ambiguity: a detailed test plan, the scope of work, data handling addenda, and any required certificates or regulatory attestations.

Test Plan

A step-by-step document describing test cases, success thresholds, data inputs and outputs, measurement methods, and responsible parties for execution and validation.

Data Processing Addendum

If the pilot processes personal health or student records, include a HIPAA or FERPA addendum describing permitted uses, security measures, and breach notification obligations.

Statement of Work

A short SOW that lists deliverables, resource requirements, and timelines that tie directly to acceptance criteria in the POC Agreement.

Authorization Letters

If third-party systems or APIs are used, attach authorization or access approvals to show consent for integration during the pilot.

Real-World Examples of How POC Agreements Are Used

Examples show typical POC designs and how parties limit scope while protecting IP and data.

Optica Ventures pilot

A small investor-run lab needed a three-week integration test of an analytics tool

Vendor provided a seeded dataset for testing
The agreement limited IP to vendor background IP and granted a time-limited evaluation license to the buyer; acceptance was metric-based and triggered purchase negotiations.

Healthcare integration

A fertility clinic validated a patient intake automation module over six weeks

Pilot used de-identified production data and a HIPAA BAA was attached
The POC defined data retention, audit obligations, and a remediation plan for any security findings before full deployment.

How a Proof of Concept Agreement Differs from Similar Documents

Compare POC Agreements with short-term pilots, NDAs, and full commercial contracts to clarify purpose and enforceability.

Document Type	Purpose	Typical Duration
POC Agreement	validate functionality	2–12 weeks
NDA	protect confidential information	ongoing
Statement of Work	define deliverables under contract	project-specific
Master Services Agreement	set long-term commercial terms	multi-year

eSignature Vendor Pricing and Feature Comparison

Compare common vendor starting prices and features relevant to executing a POC Agreement; signNow is listed first per platform comparison conventions.

	signNow	DocuSign	Adobe Sign	PandaDoc	HelloSign
Starting Price	$8/user/mo	$15/user/mo	$14/user/mo	$19/user/mo	$15/user/mo
Free Trial	7-day free trial	Varies	Varies	Varies	Varies
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No

Frequently Asked Questions — Practical Answers

Answers to common execution, signature, and enforceability questions about Proof of Concept Agreements.

Need help? Contact support

Can a POC be e-signed?
Yes. Electronic signatures are generally legally effective under the ESIGN Act (15 U.S.C. §7001) and UETA in adopted states; ensure intent, consent, attribution, and retention are documented.
Do I need a BAA for pilot data?
If the pilot handles protected health information, include a HIPAA Business Associate Agreement and specify security controls; without a BAA the covered entity may be exposed to regulatory risk.
Who owns pilot deliverables?
Ownership depends on contract language. If you expect to own outputs, include clear IP assignment or license terms; otherwise, vendors usually retain background IP.
Is notarization required for POCs?
Not typically required for commercial POCs; notarization may be needed for recordable instruments or where a counterparty requests notarized signatures.
How do I handle test data?
Use anonymized or synthetic data when possible; if real data is necessary, restrict use, require encryption, and document retention and deletion obligations.
What if acceptance is disputed?
Follow dispute resolution in the agreement (escalation, mediation, expert review). Maintain test artifacts, logs, and audit trails to evidence results.

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