Standard POC Template

STANDARD POC TEMPLATE

This Proof of Concept Agreement ("Agreement") is entered into as of by and between:

RECITALS

WHEREAS, Provider possesses technical expertise and resources to develop and demonstrate a proof of concept to evaluate feasibility, integration, and performance for the Project described below;

WHEREAS, Client seeks to evaluate Provider's solution in a limited scope to determine whether to proceed to a full commercial engagement under the terms and conditions set forth herein;

WHEREAS, the parties desire to define the scope, deliverables, schedule, payment and confidentiality obligations applicable to the Proof of Concept.

PROJECT IDENTIFICATION

SCOPE OF WORK

Provider will perform the services and tasks described below during the Proof of Concept. Provider shall use commercially reasonable efforts to perform in accordance with the agreed schedule and deliverables. Any material deviations must be approved in writing by Client.

MILESTONES & SCHEDULE

The parties shall adhere to the following milestone schedule. Provider shall notify Client in writing of progress and any anticipated delays.

Due Date:

Due Date:

PAYMENT TERMS

Client shall pay Provider for the Proof of Concept pursuant to the schedule below. All amounts are payable in U.S. dollars unless otherwise stated.

TERM AND TERMINATION

This Agreement shall commence on and continue until unless earlier terminated in accordance with this Section.

Either party may terminate this Agreement for convenience upon days' prior written notice to the other party. Either party may terminate immediately for material breach if such breach remains uncured for 10 days following written notice.

CONFIDENTIALITY

Each party agrees to hold confidential and not disclose to any third party any Confidential Information disclosed by the other party, except as required by law or with prior written consent. Confidential Information includes business and technical information, samples, prototypes, data, Specifications and any non-public information marked or identified as confidential.

INTELLECTUAL PROPERTY

Except as expressly provided herein, each party retains all right, title and interest in its pre-existing intellectual property. New intellectual property developed exclusively in performing the Proof of Concept shall be owned by , subject to any license granted in writing.

LIMITATION OF LIABILITY

Except for liability arising from willful misconduct or breaches of confidentiality or the deliberate infringement of third-party rights, neither party shall be liable to the other for indirect, incidental, special or consequential damages. The aggregate liability of either party for direct damages arising out of or related to this Agreement shall not exceed the total fees paid under this Agreement.

GOVERNING LAW; DISPUTE RESOLUTION

This Agreement shall be governed by and construed in accordance with the laws of the state specified below without regard to its conflicts of law principles. The parties agree that any disputes arising out of or relating to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts located in the specified jurisdiction.

ENTIRE AGREEMENT

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

NOTICES

All notices required or permitted under this Agreement shall be in writing and delivered to the contact information set forth below or to such other address as a party may specify in writing.

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