Trial Initiation Template

TRIAL INITIATION TEMPLATE

Parties and Identifiers

Recitals

WHEREAS, the Requesting Party, , seeks to evaluate the Receiving Party's technology, product, or service pursuant to a limited trial for the purposes set forth herein;

WHEREAS, the Receiving Party, , has agreed to provide the Trial Services described below on a trial basis under the terms and conditions of this Agreement;

NOW, THEREFORE, in consideration of the mutual covenants and agreements contained in this Agreement, the parties agree as follows.

Scope of Work

The Receiving Party will perform the trial services described below. The parties acknowledge that this is a limited evaluation and not a commercial sale except as expressly provided in this Agreement.

Acceptance Criteria: The Trial Deliverables will be accepted when they materially conform to the acceptance criteria described above and when documented acceptance is signed by an authorized representative of the Requesting Party.

Payment Terms

In consideration of the Trial Services, Requesting Party shall pay Receiving Party as follows. Unless otherwise agreed in writing, fees are non-refundable except as expressly provided in this Agreement.

Invoices shall be payable within days of receipt. Late payments shall accrue interest at the lesser of (a) % per month or (b) the maximum rate permitted by applicable law, and the non-paying party shall be responsible for reasonable collection costs and attorneys' fees incurred to collect past-due amounts.

Term and Termination

This Agreement shall commence on the Start Date set forth below and shall continue until the End Date, unless earlier terminated as provided herein.

Start Date:

End Date:

Either party may terminate this Agreement upon written notice to the other party if the other party materially breaches any obligation under this Agreement and fails to cure such breach within days after receipt of written notice specifying the breach. Termination shall not relieve either party of payment obligations accrued prior to termination.

Confidentiality

Each party acknowledges that, in the course of performance, it will receive Confidential Information of the other party. For purposes of this Agreement, "Confidential Information" means non-public information disclosed in any form that is identified 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 excludes information that (a) is or becomes generally known to the public through no act or omission of the receiving party; (b) was in the receiving party's lawful possession prior to disclosure; (c) is lawfully disclosed to the receiving party by a third party without restriction; or (d) is independently developed by the receiving party without use of or reference to the disclosing party's Confidential Information.

The receiving party shall (i) hold the disclosing party's Confidential Information in strict confidence using at least the same degree of care it uses to protect its own confidential information but no less than a reasonable standard of care; (ii) use Confidential Information only for the purposes of performing under this Agreement; and (iii) not disclose Confidential Information to any third party except to its employees, contractors or advisors with a need to know who are bound by confidentiality obligations at least as restrictive as those herein. Upon termination or request, the receiving party shall return or destroy Confidential Information and certify such destruction if requested in writing.

Limitation and Compliance

Each party shall perform its obligations in compliance with applicable laws and regulations. EXCEPT FOR WILLFUL MISCONDUCT OR GROSS NEGLIGENCE, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT.

Governing Law

This Agreement shall be governed by and construed in accordance with the laws of the state specified below, without regard to its conflict of laws principles.

Entire Agreement

This Agreement, including any schedules or attachments expressly incorporated herein, constitutes the entire agreement between the parties with respect to the subject matter and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, regarding such subject matter. 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 shall be delivered to the addresses set forth above or to such other address as a party may specify by notice in accordance with this section. Notices shall be deemed given on the date of delivery if delivered personally or by recognized overnight courier, or three (3) days after mailing if sent by certified mail, return receipt requested.

Administrative Details

Primary Project Manager for Requesting Party:

Primary Project Manager for Receiving Party:

Special Conditions or Regulatory Constraints:

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