Proof of Concept Agreement

1. Scope of Proof of Concept

1.1 Objectives. The POC shall evaluate technical fit (integration, performance, security), functional requirements (Real-Time Inheritance™ governance, multi-tenant isolation, legal hold management, audit logging), and operational feasibility (deployment complexity, TCO).

1.2 Success Criteria. The POC shall be deemed successful if TenantSage™ deploys in Client's test environment, governance rules correctly enforce access controls, LLM integration functions as expected, performance meets defined benchmarks, and security requirements are validated.

1.3 Out of Scope. Production deployment, integration with production data, custom feature development, training beyond POC participants, and support beyond the POC period are explicitly excluded.

2. Deliverables

Vendor Deliverables: Containerized TenantSage™ deployment package (POC license), temporary license keys, setup documentation, remote technical support, weekly status calls (up to 4), email support (24-hour business response), and a Final Report including results, benchmarks, and production recommendations.

Client Deliverables: Test environment meeting system requirements, dedicated technical team (minimum 2 FTEs), test data representative of production use cases, timely feedback and issue reporting, and commercial decision communicated within 90 days of POC completion.

3. Fees and Payment Terms

Payment Schedule: 50% upon execution of this Agreement; 50% upon delivery of Final Report. Net 30 days from invoice. Late payment: interest at 1.5% per month.

4. License Grant

4.1 POC License. Vendor grants Client a limited, non-exclusive, non-transferable license to deploy TenantSage™ in a single test environment solely for evaluation purposes during the POC period.

4.2 Restrictions. Client shall NOT use TenantSage™ in production, reverse engineer or decompile, sublicense or distribute, remove proprietary notices, publish performance comparisons without consent, or use beyond the POC period without a production license.

4.3 Upon POC completion, all license keys shall be automatically revoked and Client shall cease all use and destroy all deployment artifacts.

5. Intellectual Property

TenantSage™ and all related IP remain the exclusive property of Vendor, including patent-pending governance architecture, trademarks, source code, and documentation.

Feedback: Any feedback provided during the POC may be used by Vendor without restriction or compensation and shall not create any obligations or grant Client any rights in resulting improvements.

6. Confidentiality

The Mutual NDA executed prior to this Agreement is incorporated by reference and remains in full force. All POC results, performance metrics, and evaluation findings are Confidential Information. No public statements regarding the POC without prior written approval.

7. Warranties and Disclaimers

TenantSage™ is provided "AS IS" for evaluation purposes. Vendor does not warrant uninterrupted or error-free operation. POC results are not guaranteed to reflect production performance.

8. Limitation of Liability

Vendor's total liability shall not exceed the POC Fee paid. Neither party shall be liable for indirect, incidental, or consequential damages. Limitations do not apply to breach of confidentiality, IP infringement, or gross negligence.

9. Term and Termination

By Client: Upon 7 days' written notice, with no refund of POC Fee. By Vendor: Upon 30 days' notice if Client materially breaches. Immediate termination if either party becomes insolvent. Upon termination, all licenses immediately expire and Client shall return or destroy all materials within 7 days.

10. Governing Law

Laws of New South Wales, Australia (for Australian clients) or Laws of Thailand (for Thai clients). Dispute resolution: negotiation → mediation → litigation.