Proof of Concept Agreement


A Proof of Concept (PoC) agreement is a legal document that outlines the terms under which a project or idea is tested to demonstrate its feasibility. The agreement details the purpose, scope, deliverables, responsibilities, and outcomes of the PoC. It serves to establish expectations, protect intellectual property, define the success criteria, and limit the liability of both parties. PoC agreements are commonly used in technology, research, and development to validate new concepts or products before full-scale development.

Proof of Concept is used in various sectors such as science and engineering sectors, drug discovery, hardware, software, manufacturing, etc. to assess the procedure of the idea before further pursuing the idea and converting it into full-scale production. A Proof of Concept should explain in what ways the product or service shall be used, the objectives to be achieved via this idea, any other business requirements.

Here are two Proof of Concept Agreement templates you could use:

Proof of Concept Agreement sample 1

THIS PROOF OF CONCEPT AGREEMENT (the "Agreement") is made and entered into as of [Date], by and between:

Company A ("Provider"), a corporation incorporated under the laws of [State/Country], having its principal place of business at [Address], and

Company B ("Client"), a corporation incorporated under the laws of [State/Country], having its principal place of business at [Address].

WHEREAS, Provider and Client wish to engage in a Proof of Concept ("PoC") to assess the feasibility of [describe the concept/technology/service], under the terms and conditions specified in this Agreement;

NOW, THEREFORE, the parties agree as follows:

1. Purpose and Scope

1.1 The purpose of this PoC is to assess the viability of [brief description of the technology or service] in the Client's environment.

1.2 The PoC will focus on the following functionalities: - [Functionality 1] - [Functionality 2] - [Functionality 3]

1.3 The scope of this Agreement is limited to conducting tests, evaluations, and demonstrations solely for the purpose stated above.

2. Term

2.1 This Agreement shall commence on [Start Date] and remain in effect until [End Date], unless extended by mutual written agreement or terminated earlier in accordance with Section 9.

3. Deliverables and Milestones

3.1 Provider shall deliver the following during the PoC period: - [Deliverable 1] by [Milestone Date] - [Deliverable 2] by [Milestone Date] - [Deliverable 3] by [Milestone Date]

3.2 Provider shall provide regular progress reports, including a final PoC report that summarizes the results, findings, and recommendations.

4. Success Criteria

4.1 The PoC shall be deemed successful if the following criteria are met: - [Criterion 1] - [Criterion 2] - [Criterion 3]

5. Responsibilities

5.1 Provider Responsibilities: - Provide necessary resources, including technical support and training. - Conduct the tests in accordance with the agreed scope. - Ensure data security and confidentiality during the PoC.

5.2 Client Responsibilities: - Provide access to the necessary systems, facilities, and personnel. - Ensure the accuracy and completeness of the data provided for testing. - Designate a PoC coordinator to facilitate communication.

6. Confidentiality

6.1 Both parties shall maintain the confidentiality of any proprietary or sensitive information disclosed during the PoC.

6.2 The obligations of confidentiality shall survive the expiration or termination of this Agreement.

7. Intellectual Property

7.1 All intellectual property rights developed or disclosed under this PoC shall remain with the originating party.

7.2 Any new intellectual property jointly developed during the PoC shall be jointly owned, with ownership terms to be agreed upon separately.

8. Limitation of Liability

8.1 Neither party shall be liable for any indirect, special, or consequential damages arising from the PoC.

8.2 The maximum liability of either party shall not exceed [Amount or Percentage] of the total fees paid under this Agreement.

9. Termination

9.1 Either party may terminate this Agreement with [Number] days' written notice.

9.2 Termination does not affect any accrued rights or obligations of the parties.

10. Miscellaneous

10.1 This Agreement shall be governed by the laws of [State/Country].

10.2 Any amendments must be made in writing and signed by both parties.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above.

[Provider's Name] [Client's Name]
By: ___________________ By: ___________________
Title: ___________________ Title: ___________________

Proof of Concept Agreement sample 2

PROOF OF CONCEPT AGREEMENT

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

XYZ Solutions Ltd. ("Provider"), a company duly organized and existing under the laws of [State/Country], with its registered office at [Address], and

ABC Corporation ("Client"), a company duly organized and existing under the laws of [State/Country], with its registered office at [Address].

RECITALS

WHEREAS, Provider is engaged in the business of providing [describe products/services];

WHEREAS, Client is interested in assessing the suitability of Provider’s solutions for [describe intended use];

THEREFORE, in consideration of the mutual promises set forth below, the parties agree as follows:

1. Objective

The objective of this Agreement is to conduct a PoC to evaluate the performance, integration, and effectiveness of [specific product/service] in [specific environment].

2. Duration

2.1 The Agreement shall commence on [Start Date] and end on [End Date], subject to renewal or termination as provided herein.

3. PoC Plan

3.1 The PoC Plan will include: - Phase 1: [Description of tasks, e.g., System Setup and Configuration] - Phase 2: [Description of tasks, e.g., Data Migration and Testing] - Phase 3: [Description of tasks, e.g., Performance Evaluation and Reporting]

3.2 Both parties shall agree upon the specific tasks, schedule, and resource allocation prior to commencing each phase.

4. Resources and Support

4.1 Provider shall furnish the necessary personnel, equipment, and software for the PoC.

4.2 Client shall ensure access to its premises, systems, and data as required for testing.

5. Outcome Evaluation

5.1 The success of the PoC will be determined based on: - Meeting predefined benchmarks for [Performance, Accuracy, Integration, etc.]. - Feedback from Client's team on usability and benefits.

6. Fees and Payment Terms

6.1 The PoC shall be conducted at no cost to Client / for a fee of [amount], subject to [terms].

6.2 Any expenses incurred outside the PoC’s scope will be billed separately, subject to Client's prior written approval.

7. Confidential Information

7.1 The term "Confidential Information" includes all data disclosed during the PoC.

7.2 Each party agrees to use the same degree of care to protect the Confidential Information as it uses to protect its own confidential data.

8. Indemnification

8.1 Provider shall indemnify Client against claims arising from the use of the Provider’s solutions during the PoC.

9. Dispute Resolution

9.1 Any disputes shall first be resolved through good-faith negotiations. If unresolved, disputes shall be submitted to arbitration in [Location].

10. Entire Agreement

10.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior negotiations.

10.2 No modifications to this Agreement shall be valid unless in writing and signed by both parties.

AGREED AND ACCEPTED BY:

[Provider Name] [Client Name]
By: ____________________________ By: ____________________________
Title: _________________________ Title: _________________________