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Software Evaluation Services Agreement

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SOFTWARE EVALUATION SERVICES AGREEMENT

This Software Evaluation Services Agreement (the Agreement) is entered into as of Effective Date: by and between Service Provider Name: with an address at , and Client Name: with an address at .

WHEREAS

WHEREAS, Service Provider has developed or licensed certain software and related materials described as Software Name: (the Software) and possesses expertise to provide evaluation services;

WHEREAS, Client desires to engage Service Provider to perform a structured evaluation of the Software under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties intend that any review, testing, reports and feedback generated during the evaluation shall be used in accordance with the confidentiality, intellectual property and payment provisions below.

1. SCOPE OF WORK

Service Provider shall conduct the evaluation in accordance with the Scope of Work above and any mutually agreed milestones or deliverables. Evaluation Period: .

2. PAYMENT TERMS

Late Payment: Amounts not paid within days after invoice due date shall incur a late fee of % per month on the outstanding balance, compounded monthly.

All fees are exclusive of taxes. Client shall reimburse Service Provider for reasonable costs incurred in connection with the evaluation if pre-approved in writing.

3. TERM AND TERMINATION

This Agreement commences on Start Date: and continues until End Date: unless earlier terminated as provided herein.

Either party may terminate this Agreement for convenience upon written notice to the other party delivered at least days prior to the intended termination date. Either party may terminate immediately for material breach that remains uncured for 15 days after written notice.

Upon termination, Client shall pay Service Provider for all work performed and non-cancellable obligations incurred through the effective date of termination. Early termination fee, if any: .

4. CONFIDENTIALITY

For purposes of this Agreement, "Confidential Information" means non-public information disclosed by a party (Discloser) to the other party (Recipient) that is designated as confidential or that reasonably should be understood to be confidential. Confidential Information includes, without limitation, the Software, performance data, evaluation results, trade secrets, technical specifications, business plans and pricing.

Recipient shall: (a) use Confidential Information solely for the evaluation and performance of this Agreement; (b) restrict disclosure to employees and contractors with a need to know 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 Recipient uses to protect its own confidential information, but in no event less than reasonable care.

Confidentiality obligations shall not apply to information that: (i) is or becomes generally available to the public through no fault of Recipient; (ii) was lawfully in Recipient's possession prior to receipt from Discloser; (iii) is rightfully received by Recipient from a third party without breach of any obligation to Discloser; or (iv) is independently developed by Recipient without use of or reference to Discloser's Confidential Information.

The obligations set forth in this Section shall survive termination of this Agreement for years.

5. INTELLECTUAL PROPERTY

As between the parties, Service Provider retains all right, title and interest in and to the Software, underlying technology and any modifications, enhancements or derivative works created by Service Provider. Client shall not reverse engineer, decompile or otherwise attempt to derive the source code of the Software except to the extent expressly permitted by applicable law.

Feedback provided by Client, including evaluation results and suggestions, shall be non-confidential and Service Provider may freely use such feedback without obligation or compensation to Client.

6. WARRANTIES; LIMITATION OF LIABILITY

Service Provider warrants that the evaluation services will be performed in a professional and workmanlike manner consistent with generally accepted industry standards. EXCEPT AS SPECIFIED IN THIS SECTION, THE SERVICES ARE PROVIDED "AS IS" AND SERVICE PROVIDER DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED.

IN NO EVENT WILL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES. THE AGGREGATE LIABILITY OF SERVICE PROVIDER FOR ANY CLAIM ARISING UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL AMOUNTS PAID BY CLIENT TO SERVICE PROVIDER UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING THE CLAIM.

7. INDEMNIFICATION

Each party shall indemnify, defend and hold harmless the other party from and against third-party claims arising from the indemnifying party's gross negligence, willful misconduct or breach of its representations and obligations set forth in this Agreement. The indemnified party shall provide prompt written notice of any claim and cooperate reasonably in the defense.

8. GOVERNING LAW

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.

9. ENTIRE AGREEMENT

This Agreement, together with any exhibits or statements of work incorporated 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. Any amendment or modification must be in writing and signed by both parties.

10. MISCELLANEOUS

If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect. Neither party may assign this Agreement without the prior written consent of the other, except to a successor in interest by merger or sale of all or substantially all assets.

Service Provider

Printed Name:

By:

Date:

Client

Printed Name:

By:

Date:

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What a Software Evaluation Services Agreement Is and When It Applies

A Software Evaluation Services Agreement is a short-form contract that governs a vendor’s provision of software for a limited evaluation, testing, or trial period. It sets the evaluation scope, permitted use, deliverables, acceptance criteria, confidentiality obligations, term and termination rights, and any fees or reimbursement for services. The agreement allocates responsibility for data security, intellectual property ownership of feedback, and limitations on liability and warranties during the evaluation phase. It is commonly used when a prospective customer needs hands-on access to software before committing to a full commercial license or services contract.

Why use a formal evaluation agreement instead of an informal trial note

A written agreement clarifies scope, protects IP and confidential information, limits liability, and sets acceptance criteria so both parties understand expectations and next steps.

Why use a formal evaluation agreement instead of an informal trial note

Who typically prepares and signs this agreement

Organizations and individuals use this template to document evaluation terms and reduce downstream disputes or scope creep.

  • Procurement teams and purchasing managers vet vendor evaluations and require documented acceptance criteria and timelines.
  • Vendor product or sales teams provide evaluation instances, support levels, and usage limitations under the agreement.
  • Legal or contract administrators ensure confidentiality, IP ownership of feedback, and appropriate liability caps are included.

Keeping the parties and responsibilities explicit helps convert evaluations into clean commercial agreements or to terminate without disagreement.

Principal signer roles

Vendor Representative

VP of Product or Sales signs on behalf of the software provider. This signer confirms the evaluation license terms, support level, and any data-handling commitments and is authorized to bind the vendor to the limited trial obligations.

Customer Authorized Signer

Procurement lead, General Counsel, or designated procurement agent signs for the evaluating organization. This signer accepts the evaluation scope, agrees to confidentiality obligations, and acknowledges return or destruction requirements for trial software and data.

Essential clauses to include in a professional agreement

A complete Software Evaluation Services Agreement balances functional detail with concise legal protections so the trial proceeds smoothly and any post-evaluation decisions are straightforward.

Scope of Evaluation

Define specific modules, user counts, permitted environments, and any excluded features so usage limits are actionable and test results are comparable.

Term and Termination

State the evaluation start and end dates, early termination rights, and steps for data return or deletion at termination to avoid ambiguity.

Deliverables and Acceptance

List deliverables, acceptance criteria, and the process and timeline for acceptance testing or reporting issues during the evaluation period.

Confidentiality

Require mutual or one-way confidentiality, define confidential information, and specify permitted disclosures and return/destruction obligations after the evaluation.

Intellectual Property

Clarify that vendor retains software IP, that customer feedback does not transfer ownership unless written, and how bug reports or enhancements are handled.

Liability and Warranties

Include limited warranties appropriate to a trial, disclaimers of implied warranties, and caps on liability to reflect short-term, non-production use.

Step-by-step: how to complete and execute this agreement

Follow these steps in order to prepare, review, and sign the agreement, then store the executed copy for compliance and audit purposes.

  • 01
    Prepare Document: Fill every required field, attach exhibits, and specify acceptance tests in writing.
  • 02
    Internal Review: Have procurement and legal review confidentiality, IP, and liability provisions before sending to the other party.
  • 03
    Send for Signature: Use an eSignature platform or PDF with signing fields; include all signers and clear signing order if needed.
  • 04
    Record and Store: Save the executed agreement and audit trail in a secure records system for the retention period.

Typical routing and submission flow for an evaluation agreement

A clear workflow reduces delays and ensures signatures are captured in the right order with the necessary evidence of consent and intent.

  • Upload: Uploader attaches the completed draft and any exhibits to the signing platform.
  • Place Fields: Add signature, initials, dates, and any conditional fields required for the evaluation.
  • Send: Send to signers with role assignments and optional authentication measures like SMS code.
  • Archive: After signing the executed PDF and audit trail are stored and distributed to parties.

Digital signing and platform considerations

Choose an eSignature solution that captures an audit trail, stores signed copies, and supports the authentication level your organization requires.

  • File Formats: PDF | DOCX supported for submission and storage.
  • Integrations: CRM and document management integrations reduce manual steps.
  • Authentication: Email, SMS, or stronger methods like KBA may be required by policy.

Ensure the chosen platform provides exportable signed PDFs, an audit trail with timestamps and IP addresses, and secure long-term storage for compliance.

How to configure an online evaluation workflow

Use the following settings to build a repeatable and auditable evaluation process in your eSignature platform.

Field Configuration
Signer Order Sequential for approvals; parallel for concurrent sign-off
Authentication Email by default; SMS code for higher assurance
Attachments Attach SOW, test scripts, and data handling exhibits
Retention Policy Set automatic archiving and access controls per retention rules

Key deadlines and timing expectations to include

Document clear timeframes for the evaluation, notice periods, and response windows so obligations are measurable and enforceable.

Evaluation Term Length:

Specify the number of days or exact end date for evaluation.

Acceptance Period:

Set the period for reporting defects or accepting deliverables.

Termination Notice:

Define notice period required for early termination or extension.

Confidentiality Duration:

State how long confidentiality obligations survive termination.

Data Return Window:

Set a deadline for returning or securely destroying evaluation data.

Common pitfalls to avoid when preparing this agreement

  • Leaving the evaluation scope vague, which leads to disputes about permitted usage and feature access.
  • Failing to define acceptance criteria, so the customer and vendor disagree on pass/fail outcomes.
  • Omitting data handling specifics, risking noncompliance with privacy rules or unclear deletion timelines.
  • Not recording signatures or audit trails properly, making it difficult to prove consent and execution.

Principal legal and operational risks of an incomplete or inaccurate agreement

Data Breach Liability: Potential regulatory fines
Contract Disputes: Litigation or arbitration costs
HIPAA Exposure: Civil penalties if PHI mishandled
I-9/Employment Risk: Administrative penalties if misused
IP Ownership Dispute: Loss of rights to feedback-driven work
Late Performance: Damages or termination rights

Comparison: signNow and other common eSignature providers for evaluation agreements

Price and feature comparisons for baseline plan attributes; confirm vendor sites or sales teams for specific plan details and enterprise options.

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, no credit card Varies by plan Varies by plan Varies by plan Varies by plan
Bulk Send Yes Varies by plan Varies by plan Varies by plan Varies by plan
Audit Trail Yes Yes Yes Yes Yes
HIPAA Compliant Yes (BAA available) Varies by plan Varies by plan Varies by plan Varies by plan
Envelope Cap No cap 100 envelopes/user/year Varies by plan Varies by plan Varies by plan

Real-world examples of how teams use evaluation agreements

These short examples show common outcomes and practical clause choices in real evaluations.

SaaS Pilot for Procurement

A mid-size buyer ran a 30-day pilot to validate integration performance

  • Pilot included an API access scope and four named testers
  • The agreement required return of test data and a 14-day notice for extension, enabling a clean conversion to a 12‑month license once acceptance criteria were met.

Healthcare Feature Trial

A provider tested a scheduling module that processed PHI

  • Vendor executed a HIPAA BAA and restricted test data to synthetic patient records
  • Clear data handling and breach-notification timelines prevented regulatory exposure and allowed a safe production rollout after successful testing.

Practical tips to improve accuracy and speed of execution

Adopt these habits to reduce negotiation time and ensure the evaluation yields actionable results.

Use a standard template
Start with an approved template to avoid re-negotiating routine protections and speed internal approvals.
Define acceptance criteria
Include measurable test cases and success thresholds to reduce subjective disputes at evaluation close.
Attach exhibits
Attach an SOW, test scripts, and data handling annexes so the document is self-contained and actionable.
Capture an audit trail
Use an eSignature platform that records timestamps, IP addresses, and action logs for evidentiary support.

Frequently asked questions and troubleshooting tips

Answers to common questions about validity, signatures, and handling problems during or after the evaluation.


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