Are electronic signatures legally valid in the U.S.?

Yes. The ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted by most states) recognize electronic signatures as legally binding for most transactions. Exceptions such as wills, certain court filings, and some notices remain outside eSignature coverage.

When is notarization required for this agreement?

Notarization is generally not required for ordinary Trial Run Agreements unless state law or the subject matter imposes an acknowledgment (for example, real estate matters). Use Remote Online Notarization only in states that permit it.

Can I execute a Trial Run Agreement online with signNow?

Yes. Electronic execution is permissible when signature intent, consent, attribution, and record retention are satisfied under ESIGN/UETA. Confirm the chosen plan supports required authentication, audit trail, and any HIPAA or 21 CFR Part 11 controls.

How can a Trial Run Agreement be canceled or revoked?

Follow termination clauses in the agreement; if silent, provide reasonable written notice, comply with return and deletion obligations, and preserve proof of service. Consult counsel for disputed terminations or alleged breaches.

Who is authorized to sign the agreement?

An authorized officer, director, or person with delegated signing authority should execute the agreement. For entities, include printed name and title and confirm authority via corporate resolutions for high‑value commitments.

How are amendments handled after signing?

Amendments should be documented in writing, reference the original agreement, state the amendment effective date, and be signed by authorized representatives. Maintain an audit trail for electronic signatures to record mutual assent.

Electronic Signature
Templates
Legal
Trial Run Agreement

Trial Run Agreement

This template is fully customizable. Edit the text, fill out the fields, and send it for signature. Give it a try!

TRIAL RUN AGREEMENT

This Trial Run Agreement (the "Agreement") is entered into as of by and between Party A: , with principal place of business at , and Party B: , with principal place of business at .

RECITALS

WHEREAS, Party A has developed or supplies certain products, services, software, or prototypes described herein (the "Trial Services"); and

WHEREAS, Party B desires to evaluate the Trial Services in a limited trial run under the terms and conditions set forth in this Agreement; and

WHEREAS, the parties desire to define their rights and responsibilities during the trial run and to address ownership of results, confidentiality, liabilities and termination.

NOW THEREFORE, in consideration of the mutual promises and covenants contained herein and other good and valuable consideration, the receipt of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS

1.1 "Confidential Information" means any non-public information disclosed by a party in any form that is identified as confidential or that reasonably should be understood to be confidential, including business plans, technical data, prototypes, trade secrets, and customer lists. Confidential Information does not include information that is or becomes publicly known through no breach of this Agreement, or is rightfully received from a third party without restriction.

2. TRIAL SERVICES; SCOPE

2.1 Scope. Party A shall provide Party B with the Trial Services described in the scope below for evaluation purposes only. Party A will use commercially reasonable efforts to deliver the Trial Services in accordance with the schedule and specifications set forth in this Agreement.

Description of Trial Services: Deliverables during trial (if any):

3. TERM; TERMINATION

3.1 Term. The trial run shall commence on and continue for a period of days unless earlier terminated in accordance with this Agreement.

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 Effect of Termination. Upon termination, Party A shall cease providing Trial Services and promptly return or destroy Confidential Information of Party B. Termination shall not relieve either party of obligations accrued prior to termination or surviving obligations expressly stated to survive.

4. FEES; EXPENSES

4.1 Trial Fee. The trial run shall be waived charged (select one). If charged, Party B shall pay Party A the amount of for the trial period, payable pursuant to the invoice terms set forth below.

4.2 Expenses. Each party shall bear its own expenses incurred in connection with the trial unless otherwise agreed in writing.

5. CONFIDENTIALITY

5.1 Non-Disclosure. Each party agrees to hold in confidence and not disclose to any third party the Confidential Information of the other party and to use such Confidential Information solely for the purposes of evaluating and performing the Trial Services. The receiving party shall restrict access to Confidential Information to employees or contractors who have a need to know and who are bound by confidentiality obligations no less protective than those in this Agreement.

5.2 Compelled Disclosure. If a receiving party is compelled by law to disclose Confidential Information, it will provide the disclosing party prompt notice and reasonably cooperate to limit the disclosure and obtain protective treatment.

6. INTELLECTUAL PROPERTY

6.1 Ownership. Except as expressly provided in this Agreement, each party retains all right, title and interest in and to its pre-existing intellectual property. Party A retains ownership of the Trial Services and any improvements, modifications, or derivative works arising from the Trial Services, subject to any separate written license issued by Party A.

6.2 Feedback. Any feedback, suggestions, or recommendations provided by Party B regarding the Trial Services shall be non-confidential and Party A may use such feedback without obligation.

7. WARRANTIES; DISCLAIMER

7.1 Limited Warranty. Party A warrants that it will provide the Trial Services with commercially reasonable skill and care. Party A does not warrant that the Trial Services will meet all of Party B’s requirements or that operation will be uninterrupted or error-free.

7.2 Disclaimer. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN SECTION 7.1, THE TRIAL SERVICES ARE PROVIDED "AS IS" AND PARTY A DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

8. INDEMNIFICATION

8.1 Indemnity by Party A. Party A shall indemnify, defend and hold harmless Party B from and against any third-party claim arising from infringement of a third party's intellectual property rights by the Trial Services, provided Party B promptly notifies Party A in writing of such claim and cooperates in the defense.

8.2 Indemnity by Party B. Party B shall indemnify, defend and hold harmless Party A from and against any third-party claim arising from Party B’s misuse of the Trial Services or breach of its obligations under this Agreement.

9. LIMITATION OF LIABILITY

9.1 EXCEPT FOR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE, WILLFUL MISCONDUCT, OR BREACH OF CONFIDENTIALITY OR INDEMNIFICATION OBLIGATIONS, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE AGGREGATE LIABILITY OF EITHER PARTY FOR DIRECT DAMAGES SHALL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY PARTY B TO PARTY A UNDER THIS AGREEMENT DURING THE THREE MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.

10. NOTICES

All notices, requests, consents and other communications required or permitted under this Agreement shall be in writing and delivered to the parties at the addresses set forth below or at such other address as the receiving party shall have specified by notice in accordance with this Section.

Notice address for Party A (name and address): Notice address for Party B (name and address):

11. AMENDMENTS; WAIVER; COUNTERPARTS

11.1 Amendments. Any amendment or modification of this Agreement must be in writing and signed by authorized representatives of both parties.

11.2 Waiver. No delay or failure to exercise any right or remedy under this Agreement shall operate as a waiver. A waiver must be in writing signed by the waiving party.

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

12. GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the state or jurisdiction entered below without regard to conflicts of law principles. The parties submit to the exclusive jurisdiction of the state and federal courts located in that jurisdiction for resolution of disputes.

Governing law jurisdiction:

13. ENTIRE AGREEMENT; SEVERABILITY

13.1 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 and communications.

13.2 Severability. If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall continue in full force and effect and the parties shall negotiate in good faith a valid provision that most closely approximates the intent and economic effect of the invalid provision.

14. SURVIVAL

The obligations under Sections concerning Confidentiality, Intellectual Property, Indemnification, Limitation of Liability, Governing Law and any other provisions intended to survive shall survive termination or expiration of this Agreement.

15. MISCELLANEOUS

15.1 Relationship of the Parties. The parties are independent contractors and nothing in this Agreement creates a partnership, joint venture, agency or employment relationship between them.

Additional agreed provisions (optional):

Party A: Printed Name

Party A:

By (Signature)

By:

Date

Date:

Party B: Printed Name

Party B:

By (Signature)

By:

Date

Date:

What a Trial Run Agreement Is and When It Applies

A Trial Run Agreement documents the temporary provision of products, services, or equipment to a recipient for evaluation under defined terms. It sets trial duration, permitted uses, acceptance criteria, responsibilities for damage or loss, confidentiality and data handling, and return or disposal procedures. The agreement allocates risk through indemnity, limitation of liability, and insurance clauses and may specify inspection, remediation, and conversion terms if the trial succeeds. Clear terms minimize disputes and create a predictable path to a post‑trial commercial relationship.

Why Using a Trial Run Agreement Reduces Risk

A Trial Run Agreement clarifies expectations, protects intellectual property and sensitive data, and assigns responsibility for equipment and costs during evaluation. It preserves negotiation leverage by defining acceptance tests and conversion terms, reduces litigation risk through explicit remedies, and documents compliance obligations that may affect later contracting or procurement.

Who Typically Prepares and Signs a Trial Run Agreement

Typical parties that prepare or sign a Trial Run Agreement include vendor legal teams, procurement, product managers, and technical leads responsible for evaluation oversight.

Vendors and manufacturers offering product or equipment trials to prospective customers for evaluation and acceptance testing.
Enterprise procurement teams conducting controlled testing before purchase authorization and budget sign‑off by stakeholders.
Legal counsel and R&D teams when intellectual property, data access, or regulatory compliance is involved during testing.

Assign named contacts for setup, monitoring, return logistics, and dispute resolution so each party knows who handles operational and legal tasks.

Step-by-Step: Preparing and Closing a Trial Run Agreement

Follow these sequential steps to prepare, execute, monitor, and conclude a Trial Run Agreement efficiently and with legal clarity.

01

Draft: Outline scope, term, liabilities, and return procedures.
02

Review: Obtain legal, procurement, and technical review for risk and compliance.
03

Sign: Collect signatures from authorized signatories and record execution dates.
04

Closeout: Inspect returned items, confirm data deletion, and document acceptance or rejection.

Essential Elements to Include in a Professional Trial Run Agreement

A complete Trial Run Agreement balances operational detail with legal protections so parties can test, measure, and either accept or return the solution with predictable remedies.

Term

Defines the trial start and end dates, renewal rights, early termination triggers, notice periods, and remedies for breach or failure to meet acceptance criteria.

Scope

Specifies permitted activities, authorized users, geographical limits, performance metrics, data collection allowed, prohibited activities, and conditions for testing third‑party integrations.

Data & Privacy

Specifies collection limits, data access, encryption, retention, secure deletion procedures, and compliance obligations such as HIPAA BAA requirements for protected health information.

Liability

Sets limits on direct and consequential damages, mutual indemnities, required insurance levels, and responsibility for damage, loss, or theft of trial equipment.

Return

Details return logistics, condition standards, inspection timeline, remedies for damage, restocking fees, and which party pays shipping or repair costs.

Acceptance

Defines acceptance tests, success metrics, inspection steps, cure or remediation periods, and how the parties convert to a commercial agreement following successful trial completion.

Configure the Online Workflow for the Trial Run Agreement

When completing a Trial Run Agreement online, configure fields, conditional rules, and automated routing to streamline approvals and reduce manual entry errors.

Field	Configuration
Signature Authentication	Email link, optional SMS or KBA
Conditional Fields	Show or hide sections based on answers
Bulk Send	Enable for mass evaluation invites
Audit Trail	Capture timestamps, IP, and action log

How Digital Execution and Routing Typically Works

Typical routing, signing, monitoring, and post‑trial closeout steps generate an auditable record and ensure each party completes its obligations in sequence.

Upload: Sender uploads the final agreement version for signing.
Place Fields: Add signature, initials, dates, and required input fields.
Authenticate: Signer verifies identity using chosen authentication method.
Complete: Platform issues signed copies and a certificate of completion.

Platform and Integration Requirements for eSigning and Distribution

Verify integrations, supported file formats, and authentication options before initiating a digital Trial Run Agreement workflow.

Integrations: Salesforce, NetSuite, Google Workspace
File Formats: PDF, DOCX, HTML, Excel
Auth Options: Email, SMS, KBA, SSO

Key Dates and Notice Periods to Set in the Agreement

Define trial start, testing windows, termination notice periods, return deadlines, and conversion timelines so both parties know critical milestones.

Trial Start Date:

Date when evaluation access and obligations begin.

Testing Window:

Defined period allocated for acceptance testing procedures.

Notice to Terminate:

Specify the number of days' notice required to end trial early.

Return Deadline:

Deadline to return equipment or cease access after termination.

Conversion Deadline:

Date by which parties must execute a commercial agreement if proceeding.

Common Mistakes to Avoid When Preparing a Trial Run Agreement

Failing to define permitted uses, user limits, or performance metrics leads to disputes about whether the trial succeeded or was abused.
Collecting initials without full signer identification or date can undermine enforceability, especially in cross‑jurisdictional disputes.
Not specifying data retention, deletion, and access roles risks regulatory noncompliance, particularly for healthcare or financial data.
Omitting return condition standards, shipping responsibilities, or inspection timelines causes disagreements over damage assessment and associated costs.

Potential Consequences of an Incorrect or Incomplete Agreement

Enforceability: Ambiguous terms may be voidable.

Regulatory fines: HIPAA or data violations risk penalties.

Civil liability: Breach may lead to damages claims.

Tax consequences: Incorrect classification can trigger withholding.

Return costs: Unexpected repair or shipping expenses.

Reputational harm: Failed trials can damage customer relationships.

Security and Compliance Considerations

Encryption: TLS 1.2/1.3 in transit; AES‑256 at rest

SOC 2: SOC 2 Type II certification available

HIPAA: HIPAA compliant; BAA required for PHI

21 CFR: 21 CFR Part 11 compliance supported

ISO 27001: ISO 27001 certified security management

Accessibility: WCAG 2.0 Level AA support

Pricing and Feature Comparison for eSignature Solutions

Per‑user pricing and common feature differences across major eSignature vendors to help evaluate platforms for Trial Run Agreement workflows.

	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	Yes	Yes	Yes	Yes
Bulk Send	Yes	Yes	Yes	Yes	No
Audit Trail	Yes	Yes	Yes	Yes	Yes
HIPAA Compliant	Yes	Yes	Yes	No	No
Envelope Cap	No cap	100 envelopes/user/year	Varies by plan	Varies by plan	Varies by plan

Frequently Asked Questions About Trial Run Agreements

Answers to common questions when preparing, executing, or closing a Trial Run Agreement, including notes on eSignature and compliance.

Need help? Contact support

Are electronic signatures legally valid in the U.S.?
Yes. The ESIGN Act (15 U.S.C. ch. 96) and UETA (adopted by most states) recognize electronic signatures as legally binding for most transactions. Exceptions such as wills, certain court filings, and some notices remain outside eSignature coverage.
When is notarization required for this agreement?
Notarization is generally not required for ordinary Trial Run Agreements unless state law or the subject matter imposes an acknowledgment (for example, real estate matters). Use Remote Online Notarization only in states that permit it.
Can I execute a Trial Run Agreement online with signNow?
Yes. Electronic execution is permissible when signature intent, consent, attribution, and record retention are satisfied under ESIGN/UETA. Confirm the chosen plan supports required authentication, audit trail, and any HIPAA or 21 CFR Part 11 controls.
How can a Trial Run Agreement be canceled or revoked?
Follow termination clauses in the agreement; if silent, provide reasonable written notice, comply with return and deletion obligations, and preserve proof of service. Consult counsel for disputed terminations or alleged breaches.
Who is authorized to sign the agreement?
An authorized officer, director, or person with delegated signing authority should execute the agreement. For entities, include printed name and title and confirm authority via corporate resolutions for high‑value commitments.
How are amendments handled after signing?
Amendments should be documented in writing, reference the original agreement, state the amendment effective date, and be signed by authorized representatives. Maintain an audit trail for electronic signatures to record mutual assent.

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