An evaluation agreement, also known as a “pilot agreement” or “test agreement”, is an agreement between 2 or more parties (pages) in which the parties agree to test and evaluate a service product, usually with the intention that a party will purchase (or invest in) the product or service if the results of the evaluation process are good. Use of the product or service is generally limited by the time and scope of use. Disclaimer: While these are the main issues, it is certainly not enough to cover them, and it is highly recommended to consult with legal counsel before signing or drafting an evaluation agreement. As the saying goes, the devil is in the details. For the purposes of this Agreement, “Confidential Information” means any commercial or technical information that either party discloses to the other party in writing, orally or otherwise, that is designated as confidential or proprietary or reasonably expected in the circumstances, including, but not limited to, computer programs, code, algorithms, data, the know-how, formulas, processes, ideas, inventions, schematics and other technical, commercial, financial and product development plans, names and expertise of employees and consultants, as well as customer lists, and in any case, the source code of the Software will be considered confidential information of Unravel and all Customer Data will be considered Confidential Information of the Customer, whether or not they are marked as such. Except as otherwise permitted under this Agreement, neither party will use the other party`s Confidential Information except as necessary to perform its obligations under this Agreement. Each party undertakes to keep confidential the confidential information of the other party and to protect it by applying at least the same level of care as it uses for its own information of a similar nature, but in any case at least a reasonable level of care. Each Party agrees to take reasonable precautions to prevent the unauthorized disclosure of the other Party`s Confidential Information, including, but not limited to, the disclosure of Confidential Information only to its employees, independent contractors, subcontractors, legal and financial advisors and advisors who have a need to know such information and who are parties to appropriate agreements or otherwise to the obligations of confidentiality are linked. sufficient to comply with this Section 7 (collectively, the “Representative”). Each party is responsible for all acts and omissions of its representatives. The foregoing obligations do not prevent either party from disclosing confidential information of the other party in accordance with the order or request of a court, administrative authority or other governmental authority, provided that the party required to make such disclosure provides reasonable notice and assistance to the other party in challenging such order or request or in providing confidential treatment to any party may request a such disclosure. The limitations set forth in this Section 7 do not apply to Confidential Information that: (i) has been or becomes publicly known through no fault of the receiving party; (ii) have been or have become legally known to the receiving party without any confidential or proprietary restrictions from a source other than the disclosing party who has the right to disclose it; (iii) is authorized by the disclosing party to full disclosure in a written document signed by a duly authorized representative of that disclosing party; or (iv) the receiving party develops independently without accessing or using the other party`s confidential information. Upon termination or expiration of this Agreement, the Receiving Party shall, at the option and request of the Disclosing Party, immediately destroy all Confidential Information, including all copies thereof in any medium, in its possession or control, provided that the receiving party (a) retains copies of such documents that must be retained to comply with applicable laws or requirements.
government; and (b) copies of such documents contained in embedded computer files in accordance with the recipient`s usual archiving or backup procedures. The receiving party acknowledges that its use or disclosure of Confidential Information in violation of this Section 7 will result in irreparable harm to the disclosing party that will not be adequately compensated by damages, and as such, the disclosing party will have the right to provide a reasonable remedy, including an injunction and specific services, in addition to any other remedies, which are available. Under this Agreement, Customer may provide Feedback to Unravel in its sole discretion, and in the event that Customer does so, Customer hereby assigns all right, title and interest in and to the Feedback, if any. All comments are provided “as is” without warranty of any kind, either express or implied. 1. License Grant. Exactly grants Customer a non-exclusive, non-transferable trial evaluation license for the products listed in the order form or available on a portal (collectively, the “Licensed Products”) that may only be used on the operating system specified therein. Customer will use the Licensed Products only to evaluate the Licensed Products to determine whether the Licensed Products should be licensed. Customer is not permitted under this Agreement to use the Licensed Products for production, development or any other purpose not expressly set forth herein. This Agreement constitutes the entire agreement between the parties and supersedes all prior or contemporaneous written or oral agreements or statements with respect to the subject matter of this Agreement.
This Agreement may be amended or supplemented in writing only if it is signed by a duly authorized representative of each Party; nothing else act, documentation, use or custom shall be construed as a supplement or supplement to this Agreement. The arrangement you choose really depends on your specific situation. If you know that it will be difficult to get into the door with the potential client and you are convinced of the results, it is best to use the short evaluation agreement so that the agreement does not get stuck with the potential client`s legal department (which could ultimately result in the testing phase never happening). If you are dealing with a potential client who is more flexible (or their lawyers are more relaxed – I know hard to believe, right?), then it is advisable to use the agreement on the long valuation and conclude the negotiations in a round of negotiations. In my opinion, if you believe in your service/product, then another great advantage of using a short evaluation contract (the one without a purchase contract) is that if the evaluation is successful, you have the upper hand in the negotiation and see how the potential customer will be much more interested in your product/software – this is more of a business aspect. but of course, this also concerns the legal. * To keep things simple, for the purposes of this article, we assume that the review of a service (not a product) and that the service is software. Many of my clients ask me why they can`t just close the deal with a handshake, and while I regret the days when multi-million dollar deals were made this way, unfortunately, times have changed. Today, people are quick to pursue or turn to legal solutions, and the business etiquette of the past is simply not the same. .