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What is Software Evaluation Agreement?
Software Evaluation Agreement An agreement allowing the evaluation and testing of software, specifying the scope of evaluation and any restrictions.
Sample template:
Software Evaluation Agreement
This Software Evaluation Agreement (the "Agreement") is entered into as of the Effective Date by and between PixelCraft Systems, a corporation organized and existing under the laws of the United States, having its principal place of business at [PixelCraft Address] ("Licensor"), and ProTech Reviews, a corporation organized and existing under the laws of the United States, having its principal place of business at [ProTech Address] ("Evaluator").
1. Definitions
1.1 Software
"Software" means the PixelScribe software, a content creation tool, as described in the accompanying documentation and any updates or modifications thereto provided by Licensor to Evaluator during the Term.
1.2 Evaluation Period
"Evaluation Period" means a period of thirty (30) days commencing on the Effective Date, unless terminated earlier in accordance with this Agreement.
1.3 Confidential Information
"Confidential Information" means all non-public information, including but not limited to trade secrets, proprietary information, and technical data, which is provided by one party to the other party under this Agreement, whether in oral, written, electronic or other form, and is marked or identified as being confidential or proprietary, or is disclosed in such a manner that a reasonable person would understand the nature of the information to be confidential.
2. License Grant
Licensor hereby grants to Evaluator a limited, non-exclusive, non-transferable, and revocable license to use the Software solely for the purpose of evaluation and testing within the United States during the Evaluation Period ("License"). Evaluator acknowledges that the Software and any accompanying documentation are provided for evaluation purposes only and that no warranties are made as to the suitability of the Software for any production use.
3. Scope of Evaluation and Testing
3.1 Evaluation Criteria
Evaluator shall evaluate the Software based on the following criteria: functionality, performance, stability, ease of use, and compatibility with other software and hardware systems. Evaluator shall provide Licensor with written reports detailing the results of the evaluation.
3.2 Testing Environment
Evaluator shall conduct all testing in a controlled and secure environment to prevent unauthorized access, copying, or distribution of the Software. Evaluator shall not engage in any destructive or harmful testing procedures that could damage or disrupt the software, hardware, or systems of Licensor or third parties.
3.3 Feedback and Reports
Evaluator shall provide Licensor with prompt and detailed feedback, suggestions, or reports related to the use, operation, performance, or functionality of the Software, including identification of any defects, errors, or issues that may be encountered in the course of the evaluation.
4. Restrictions
4.1 Usage Restrictions
Evaluator shall not (i) copy, modify, reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Software or any confidential information; (ii) rent, lease, sublicense, distribute, transfer, or otherwise grant to any third party any rights to or access to the Software; (iii) use the Software for any purpose other than evaluation and testing as authorized by this Agreement; or (iv) remove or obscure any proprietary notices or labels on the Software or accompanying documentation.
4.2 No Competitive Analysis
Evaluator shall not use the Software for any competitive analysis, including but not limited to benchmarking, development of competing products or services, or generation of any reports, data, or marketing materials comparing the Software with any other products or services.
5. Confidentiality
Each party agrees to maintain the Confidential Information of the other party in strict confidence and to use such Confidential Information only for the purposes of this Agreement. Each party shall take all reasonable precautions to prevent unauthorized disclosure of the other party's Confidential Information and shall not disclose such Confidential Information to any third party, except as may be required by law.
6. Termination
This Agreement may be terminated by either party at any time upon written notice to the other party, or automatically upon expiration of the Evaluation Period. Upon termination or expiration of this Agreement, Evaluator shall cease all use of the Software and Confidential Information and immediately return or certify the destruction of all copies thereof.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of the United States and the applicable state law, without reference to its conflicts of law principles. Any disputes arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction and venue of the state and federal courts located in the [applicable jurisdiction].
8. Miscellaneous
This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any prior agreements, understandings, or negotiations, whether written or oral. No amendment, modification, or waiver of this Agreement shall be binding unless in writing and signed by both parties. Any provision of this Agreement found to be illegal or unenforceable shall be deemed severed from this Agreement and the remaining provisions shall continue in full force and effect.
IN WITNESS WHEREOF, the parties have executed this Software Evaluation Agreement as of the Effective Date.
PixelCraft Systems ProTech Reviews
___________________________ ___________________________
By: [Authorized Signatory] By: [Authorized Signatory]
Name: ____________________ Name: ____________________
Title: _____________________ Title: _____________________
Date: ______________________ Date: ______________________
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Main Sections of a Software Evaluation Agreement
In this Software Evaluation Agreement, you will see the following sections:
- Definitions
- License Grant
- Scope of Evaluation and Testing
- Restrictions
- Confidentiality
- Termination
- Governing Law and Jurisdiction
- Miscellaneous
About each Section - Analysis and Summary:
- Definitions : This section explains the key terms used in the agreement, such as "Software," "Evaluation Period," and "Confidential Information." Think of it as a glossary to help you understand the rest of the document.
- License Grant : This part outlines the permission given to the Evaluator (ProTech Reviews) to use the Software (PixelScribe) for a limited time and purpose (evaluation and testing). It's like lending a friend your car for a test drive, but they can't keep it or use it for anything else.
- Scope of Evaluation and Testing : This section describes what the Evaluator should focus on during the evaluation, such as functionality and performance, and how they should conduct the testing. It also requires the Evaluator to provide feedback and reports to the Licensor (PixelCraft Systems). It's like giving your friend a checklist of things to look for during their test drive and asking them to report back to you.
- Restrictions : This part lists what the Evaluator is not allowed to do with the Software, like copying it, using it for competitive analysis, or modifying it. It's like telling your friend they can't make copies of your car keys or use your car to compete in a race.
- Confidentiality : This section requires both parties to keep each other's confidential information secret and use it only for the purposes of the agreement. It's like agreeing not to share each other's secrets with anyone else.
- Termination : This part explains how the agreement can be ended, either by written notice from either party or automatically when the Evaluation Period is over. It also requires the Evaluator to stop using the Software and return or destroy all copies. It's like telling your friend they need to return your car and keys when the test drive is over.
- Governing Law and Jurisdiction : This section states that the agreement is governed by the laws of the United States and a specific state, and any disputes will be handled in the courts of that jurisdiction. It's like agreeing that if there's a disagreement about the car test drive, you'll follow the rules of your state and go to court there if needed.
- Miscellaneous : This part covers various other details, like how the agreement can be amended and what happens if a part of it is found to be illegal. It's like a catch-all for any other issues that might come up during the car test drive arrangement.
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