Sign-Off POC Sign Sheet

Sign-Off POC Sign Sheet

Parties and Effective Date

This Sign-Off POC Sign Sheet (the "Agreement") is entered into by Client Name: and Provider Name: . Effective Date:

WHEREAS

WHEREAS, Client engaged Provider to perform a Proof of Concept described as POC Title: ; and

WHEREAS, Provider has performed the services and delivered the POC deliverables identified by Reference Number: ; and

WHEREAS, the parties desire to record acceptance, payment terms, and any post-delivery obligations in writing by executing this sign-off.

Scope of Work

Provider performed the following proof-of-concept activities and delivered the following items. Describe the work, deliverables, test environment, and any limitations or exclusions in the field below.

Acceptance Criteria

The following objective criteria define when the POC is deemed accepted by Client. Acceptance may be conditional upon defect remediation or additional verification steps.

Payment Terms

Client shall pay Provider for the POC services and deliverables in accordance with the terms below. All amounts are in U.S. dollars unless otherwise stated.

Provider shall invoice Client in accordance with the schedule above. Invoices not disputed in writing within ten (10) business days of receipt shall be deemed accepted. Unpaid amounts shall accrue the Late Fee stated above until paid in full. Taxes imposed on the transaction shall be the responsibility of:

Term and Termination

This Agreement begins on Start Date: and ends on End Date: , unless earlier terminated in accordance with this section.

Either party may terminate for convenience upon written notice delivered at least days prior to termination. Either party may terminate immediately for material breach if such breach is not cured within thirty (30) days after written notice. Termination shall not relieve Client of the obligation to pay for services performed and deliverables accepted prior to termination.

Confidentiality

"Confidential Information" means all non-public information disclosed by a party that is marked confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Each party shall: (a) protect Confidential Information with the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use Confidential Information only to perform its obligations under this Agreement; and (c) not disclose Confidential Information to third parties except to employees, contractors, or advisors who have a need to know and are bound by confidentiality obligations no less restrictive than those herein.

Confidentiality obligations shall continue for a period of years after disclosure, except with respect to trade secrets where protection shall continue as permitted by law.

Governing Law and Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of , without regard to its conflict of laws principles. The parties agree that exclusive venue for disputes shall be the state or federal courts located in the chosen state unless the parties mutually agree otherwise in writing.

Entire Agreement

This Agreement, including any exhibits or attachments signed by the parties, constitutes the entire agreement between the parties with respect to the subject matter hereof, superseding all prior or contemporaneous negotiations, proposals, representations, and agreements, whether written or oral. Any modification must be in writing and signed by authorized representatives of both parties.

Point(s) of Contact

The following individuals are the primary points of contact for administration and technical questions related to this POC.

Acknowledgement and Signature

By signing below, the undersigned representatives warrant that they are authorized to bind their respective parties, and that Client's signature constitutes acceptance of the POC deliverables as described above and a confirmation to proceed with any agreed transition, payment, or deployment actions set forth herein.

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