Pilot Agreement
This Pilot Agreement (the "Agreement") is made on Effective date between Provider (company), of Provider address (the "Provider"), and Customer (company), of Customer address (the "Customer").
This agreement is adapted from the Common Paper Pilot Agreement (commonpaper.com), used under CC BY 4.0.
1. The pilot
The Provider lets the Customer test Product being piloted (the "Product") under this Agreement. The Customer will use the Product only to decide whether to buy it.
- Scope: Pilot scope (what the Customer may test, where, and with how many users)
- Users: at most Maximum number of users users
- Start date: Pilot start date
- End date: Pilot end date
The pilot runs from the start date to the end date, unless it ends earlier under section 10. It is a trial, not a live production service. Work outside the scope is not part of the pilot unless both parties agree in writing.
2. Success criteria
The parties set these success criteria for the pilot:
Success criteria (2 to 4 measurable goals, e.g. 80% of invoices matched without manual work)
The parties will meet on Date of the review meeting, or on another date they agree, to review the results. The criteria help both parties to decide. They do not oblige the Customer to buy the Product. If the Product misses a criterion, that is not a breach by the Provider.
3. Fee
The pilot fee is Pilot fee and currency (write 0 for a free pilot). If the fee is 0, the pilot is free.
If the fee is more than 0, the Provider will invoice the Customer, and the Customer will pay within Days to pay the invoice (paid pilot only) days of the invoice. The fee does not include taxes. The Customer pays any sales tax, VAT, GST, or similar tax that applies, but not the Provider's income taxes.
Each party pays its own costs of the pilot.
4. Access and restrictions
The Provider gives the Customer a limited, non-exclusive, non-transferable right to use the Product during the pilot, for its internal evaluation only. The Customer is responsible for its users and for keeping their login details safe.
The Customer will not, and will not let anyone else:
- copy, modify, or reverse engineer the Product, except where the law allows it
- sell, rent, share, or give the Product to anyone outside the pilot
- run security tests or load tests on the Product without the Provider's written consent
- use the Product to build a competing product
- use the Product for activities where a failure could cause death, injury, or serious harm
The Provider keeps all rights in the Product. The Provider may suspend access if the Customer breaches this section.
5. Customer data
The Customer keeps all rights in its data that it puts into the Product (the "Customer Data"). It plans to use these types of data in the pilot: Customer data used in the pilot (types of data).
The Provider will use Customer Data only to run the pilot and to support the Customer. The Provider will not sell Customer Data. The Provider will protect it with reasonable security measures.
The Customer will not put personal data into the Product unless it is needed for the pilot and the Customer has a lawful basis. If the law requires a data processing agreement, the parties will sign one before the Customer uploads personal data.
The Provider may collect usage data about how the Product performs. It may use this data to improve its services, but it will share the data only in a form that does not identify the Customer or any person.
6. Feedback
The Customer may give the Provider feedback about the Product. The Customer is not required to do so. The Provider may use any feedback freely, without payment or duty to the Customer. The Provider will not say that the Customer made the feedback, and the feedback does not include the Customer's confidential information or Customer Data.
7. Product provided as is
The Product is a pilot version. The Provider gives no promise that it is complete or free of errors, or that it will run without interruption. The Provider gives the Product "as is" and "as available" for the pilot. To the extent the law allows, the Provider excludes all warranties and conditions, express or implied, including any warranty of quality, fitness for a particular purpose, or non-infringement.
The Provider will give reasonable support during business hours through Provider pilot contact (name, email). Support is not a service level.
8. Limit of liability
Each party's total liability for all claims arising out of or in connection with this Agreement will not be more than Liability cap for each party (amount and currency). Neither party is liable to the other for loss of profit, loss of revenue, or indirect or consequential loss.
These limits apply to every claim, whether in contract, tort (including negligence), or otherwise. They do not limit a party's liability for a breach of section 9, for fraud, or for any liability that the law does not allow a party to limit.
9. Confidentiality
Confidential information means non-public information that one party gives the other in connection with this Agreement, if it is marked confidential or a reasonable person would treat it as confidential. For the Provider, it includes non-public information about the Product and the pilot results. For the Customer, it includes Customer Data. The terms of this Agreement are confidential for both parties.
The party that receives confidential information will:
- use it only for the pilot and to decide about the next step
- share it only with its staff, contractors, and advisers who need it and who owe similar duties of confidentiality
- protect it with at least reasonable care
These duties do not apply to information that is public through no fault of the receiving party, that it already had or develops on its own, or that it receives lawfully from a third party. A party may disclose information that the law or a court requires, after it tells the other party where the law allows.
These duties continue for Confidentiality period after the pilot ends (years) years after the pilot ends. For Customer Data and for trade secrets, they continue for as long as the information stays confidential.
10. Ending the pilot and deleting data
The pilot ends on the end date, unless the parties agree in writing to extend it. Either party may end it earlier by giving Notice to end the pilot early (days) days' written notice, for any reason. Either party may end it at once by written notice if the other party materially breaches this Agreement and does not fix the breach within 10 days of notice, or if the other party stops trading or becomes insolvent.
When the pilot ends, and if the parties have not signed a subscription agreement:
- the Customer stops using the Product and removes any software that the Provider supplied
- the Provider returns Customer Data if the Customer asks, then deletes it within Days after the pilot ends to delete Customer data days and confirms the deletion in writing if asked
- routine backups may stay until they expire in the normal cycle, and stay subject to section 9
- each party returns or destroys the other party's confidential information
Sections 5, 6, 8, 9, 10, 12, and 13 continue after the pilot ends.
11. Moving to a paid subscription
The Provider offers the Customer a paid subscription on these terms: Subscription offered after the pilot (plan, price, term). The offer stays open for Days after the pilot ends that the offer stays open days after the pilot ends. The Customer may accept it by signing the Provider's subscription agreement. Taxes will be extra.
The pilot does not turn into a subscription by itself. The Customer owes no fee for any period after the pilot ends unless it signs a subscription agreement. Using the Product after the end date is not acceptance. Until a subscription agreement is signed, the Provider may switch off access.
12. General
- Changes to this Agreement are valid only in writing signed by both parties.
- This Agreement is the entire agreement about the pilot and replaces earlier talks and drafts on its subject. It does not cover a later subscription.
- Neither party may transfer its rights under this Agreement without the other party's written consent.
- If any term of this Agreement is invalid, the other terms stay in force.
- Neither party is liable for a delay caused by an event outside its reasonable control, such as a natural disaster, war, or a utility or internet failure. This does not excuse a duty to pay.
- The parties are independent businesses. This Agreement creates no partnership, agency, or employment.
- Notices are in writing and go to the addresses above, or to the pilot contacts: Provider pilot contact (name, email) for the Provider and Customer pilot contact (name, email) for the Customer.
- The parties may sign this Agreement electronically and in counterparts. Each person who signs confirms that they may sign for their organisation.
13. Governing law and disputes
This Agreement is governed by the laws of Governing law (country or state). The parties will first try to settle any dispute by talks between senior managers for 15 days. After that, the courts of Governing law (country or state) may decide the dispute.
Either party may ask a court at once for an order to stop a breach of section 4 or 9.
Signatures
Provider (company)
Signature: ____________________________
Date: ______________
Customer (company)
Signature: ____________________________
Date: ______________