PILOT AGREEMENT
This Pilot Agreement (the "Agreement") is entered into as of [Effective Date] (the "Effective Date"), by and between:
[Party A], a corporation ("Provider"), and
[Party B], a corporation ("Customer").
Each may be referred to as a "Party" and together as the "Parties." The Provider wishes to make the Product available to the Customer for a limited evaluation, and the Customer wishes to evaluate it on the terms below.
1. The Product. The product available under this Agreement is [description of the product being evaluated] (the "Product"). During the Pilot Period the Provider will make the Product available to the Customer, and grants the Customer a limited, non-exclusive, non-sublicensable, non-transferable right to access and use it, including a licence to install and run any client-side software that forms part of it on systems the Customer owns or controls.
2. Evaluation Purpose. The Customer may use the Product solely to test and evaluate it internally in order to decide whether to enter into a longer-term agreement with the Provider (the "Evaluation Purpose"). The Customer will not use the Product in live production systems or rely on it for business-critical operations during the Pilot Period.
3. Pilot Period. The pilot begins on the Effective Date and runs for 90 days (the "Pilot Period"), unless terminated earlier under this Agreement. The Parties may extend the Pilot Period by written agreement, including by email.
4. Fees. The Provider is making the Product available for the Pilot at no charge. No fees are payable for the Pilot Period.
5. Technical Support. During the Pilot Period the Provider will provide reasonable technical support for the Product. Support outside this scope is available only if the Parties agree to it in writing.
6. Users and Accounts. The Customer is responsible for everything done through its accounts and for its users' compliance with this Agreement. The Customer and its users will protect the confidentiality of their credentials and will promptly notify the Provider if they suspect any fraudulent activity or that credentials have been compromised.
7. Customer Content. The Customer retains all right, title, and interest in the data, information, and materials it or its users submit to the Product ("Customer Content"). The Provider may copy, display, modify, and use Customer Content only as needed to provide and maintain the Product during the Pilot Period. The Customer is responsible for the accuracy and content of Customer Content and warrants that it has the rights necessary to submit it.
8. Feedback and Usage Data. The Customer may, but does not have to, give the Provider feedback about the Product, in which case the Customer gives it as is and the Provider may use it freely without restriction or obligation. The Provider may collect and analyse data about the use and performance of the Product and may use that data to maintain, improve, and promote its products and services, but may only share it with others in aggregated form that does not identify the Customer or its users.
9. Restrictions. Except as this Agreement expressly permits, the Customer will not, and will not allow anyone else to: (a) reverse engineer, decompile, or attempt to discover the source code or underlying ideas of the Product, except where applicable law prohibits this restriction; (b) sell, transfer, sublicense, lend, rent, or otherwise let anyone else access the Product; (c) remove any proprietary notices or labels; (d) copy, modify, or create derivative works of the Product; (e) conduct security or vulnerability testing on, interfere with the operation of, degrade the performance of, or circumvent the access restrictions of the Product; (f) access any account, data, or portion of the Product it is not authorized to access; (g) use the Product to build a competing product or service; (h) use the Product for any activity where its failure could reasonably lead to death, bodily injury, or environmental damage, or for any activity prohibited by law; or (i) upload to the Product any content it does not have the rights to.
10. Reservation of Rights. Except for the limited rights this Agreement grants, the Provider retains all right, title, and interest in the Product, whether developed before or after the Effective Date, and the Customer retains all right, title, and interest in Customer Content. Nothing in this Agreement transfers ownership of either Party's intellectual property.
11. Confidentiality. Each Party may disclose confidential business, technical, or financial information to the other in connection with this Agreement ("Confidential Information"), including the existence and terms of this Agreement. Non-public Customer Content is the Customer's Confidential Information, and non-public information about the Product is the Provider's Confidential Information. The receiving Party will use Confidential Information solely to perform this Agreement or exercise its rights under it, will not disclose it to anyone else except to users, employees, advisors, and contractors who need to know it and are bound by comparable obligations, and will protect it with at least the same care it uses for its own similar information and no less than a reasonable standard of care. These obligations do not apply to information that the receiving Party knew without obligation before disclosure, that is or becomes public through no fault of the receiving Party, that it receives without restriction from someone entitled to disclose it, or that it independently develops without reference to the Confidential Information. The receiving Party may disclose Confidential Information where required by law, after giving reasonable advance notice where legally permitted.
12. Term and Termination. This Agreement begins on the Effective Date and continues through the Pilot Period unless terminated earlier. Either Party may terminate immediately if the other fails to cure a material breach within 30 days after notice of it, materially breaches in a way that cannot be cured, stops conducting business without a successor, or becomes the subject of insolvency or bankruptcy proceedings that continue for more than 60 days. Either Party may also terminate for any or no reason on 30 days written notice.
13. Effect of Termination. Unless the Parties have signed a longer-term agreement for the Product by then, on expiry or termination: the Customer's right to use the Product ends immediately and the Customer will permanently uninstall or delete any software forming part of it and confirm to the Provider that it has done so; the Provider will delete Customer Content within 60 days of the Customer's request; and each Party will return or destroy the other's Confidential Information, except for copies kept under routine backup or record-retention practices, which remain subject to the confidentiality obligations of this Agreement. The sections covering feedback and usage data, restrictions, reservation of rights, this section, representations, disclaimers, liability, confidentiality, and governing law survive termination.
14. Representations. Each Party represents that it has the legal power and authority to enter into this Agreement and that it is validly existing and in good standing under the laws of the jurisdiction where it was formed.
15. Disclaimer of Warranties. The Provider makes no guarantee that the Product will be safe, secure, or error-free, or that it will operate without interruption, delay, or imperfection. The Product is provided on an "AS IS" and "AS AVAILABLE" basis for the Pilot Period. The Provider disclaims all warranties and conditions, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement, to the maximum extent permitted by applicable law.
16. Limitation of Liability. Each Party's total cumulative liability for all claims arising out of or relating to this Agreement will not exceed the total Fees paid or payable by the Customer to the Provider under this Agreement, or $1,000 if no Fees are payable. Except for a breach of the confidentiality obligations in this Agreement, neither Party will be liable to the other for lost profits or revenues, or for consequential, special, indirect, exemplary, punitive, or incidental damages relating to this Agreement, even if the Party was advised of the possibility of them in advance. These limits apply to all liability, whether in contract, tort, or otherwise, except to the extent applicable law prohibits limiting it.
17. Moving to a Full Agreement. If the pilot meets the Parties' expectations, the Parties will negotiate in good faith towards a definitive agreement for longer-term access to the Product. Neither Party is obliged to enter into a definitive agreement, and neither is liable to the other if they do not reach one. Any definitive agreement the Parties sign supersedes this Agreement for access to the Product from the date it takes effect.
18. Publicity. Neither Party may publicly announce the existence or terms of this Agreement, or use the other Party's name, logo, or trademarks, without the other Party's prior written approval.
19. Governing Law and Jurisdiction. This Agreement and all matters relating to it are governed by, and construed in accordance with, the laws of Delaware, without regard to its conflict of laws provisions. Any legal suit, action, or proceeding relating to this Agreement must be instituted in the state or federal courts located in Delaware, and each Party irrevocably submits to the exclusive jurisdiction of those courts. Despite the foregoing, either Party may seek injunctive or other equitable relief for a breach of confidentiality or a violation of its intellectual property rights in any court of competent jurisdiction.
20. General. Neither Party may assign this Agreement without the other Party's prior written consent, except in connection with a merger, reorganization, or sale of all or substantially all of its assets or voting securities, and any attempted assignment in breach of this section is void. The Parties are independent contractors and neither may bind the other. Neither Party is liable for a delay or failure caused by an event outside its reasonable control, though this does not excuse the Customer's payment obligations. There are no third-party beneficiaries of this Agreement. Notices must be in writing and sent to the addresses stated above, and are deemed given on confirmed delivery. If any provision is held unenforceable, it will be limited to the minimum extent necessary and the rest of this Agreement remains in effect. Failure to enforce a right is not a waiver of it. This Agreement is the entire agreement between the Parties about its subject and supersedes all prior statements about it, and the Provider rejects any conflicting terms in a purchase order or vendor portal. This Agreement may only be amended by a writing signed by both Parties. This Agreement may be executed in counterparts, including electronic copies, each of which is an original and which together form the same agreement.
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
Provider: [Party A]
By: ________________________________
Name: [Signatory]
Title: [Title]
Customer: [Party B]
By: ________________________________
Name: [Signatory]
Title: [Title]
