[{"data":1,"prerenderedAt":525},["ShallowReactive",2],{"document-software-evaluation-D14062":3},{"document":4,"label":23,"preview":11,"thumb":24,"thumb600":25,"description":5,"descriptionCustom":6,"apiDescription":5,"pages":8,"extension":10,"parents":26,"breadcrumb":30,"related":38,"customDescModule":172,"customdescription":6,"mdFm":173,"mdProseHtml":524},{"description":5,"descriptionCustom":6,"label":7,"pages":8,"size":9,"extension":10,"preview":11,"thumb":12,"svgFrame":13,"seoMetadata":14,"parents":16,"keywords":15},"SOFTWARE Evaluation This software evaluation template is designed to evaluate software products for potential use in your organization, providing a comprehensive framework to assess software products, helping to make informed decisions based on functionality, technical specifications, vendor support, cost, and user feedback. Use this form to assess the overall performance, functionality, and suitability of the software based on various criteria. Assign a rating factor, 5 being the strongest, to each item you evaluate. Total each section once you conclude the evaluation. Evaluation Date: Evaluator: Evaluation # Title: Software Information Software Name: Version: Vendor: Contact Information: Website: License Type: Cost: EVALUATION CRITERIA Functionality Criteria 1 2 3 4 5 Meets business requirements Ease of use User interface Customizability Integration with existing systems Reporting and analytics capabilities Scalability Column Total Section Total ",null,"Software Evaluation","3",513,"doc","https://templates.business-in-a-box.com/imgs/1000px/software-evaluation-D14062.png","https://templates.business-in-a-box.com/imgs/250px/14062.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#14062.xml",{"title":15,"description":6},"software evaluation",[17,20],{"label":18,"url":19},"Business Plan Kit","/templates/business-plan-kit/",{"label":21,"url":22},"Administration","/templates/business-administration/","Software Evaluation Template","https://templates.business-in-a-box.com/imgs/400px/14062.png","https://templates.business-in-a-box.com/imgs/600px/14062.png",[27,17,20],{"label":28,"url":29},"Templates","/templates/",[31,32,35],{"label":28,"url":29},{"label":33,"url":34},"Legal Agreements","/templates/business-legal-agreements/",{"label":36,"url":37},"Services & Consulting","/templates/services-and-consulting/",[39,43,47,51,55,59,63,67,71,75,80,84,88,104,118,133,147,159],{"label":40,"url":41,"thumb":42,"extension":10},"Manager Evaluation","/template/manager-evaluation-D13843","https://templates.business-in-a-box.com/imgs/250px/13843.png",{"label":44,"url":45,"thumb":46,"extension":10},"Project Evaluation","/template/project-evaluation-D14039","https://templates.business-in-a-box.com/imgs/250px/14039.png",{"label":48,"url":49,"thumb":50,"extension":10},"Self-Evaluation","/template/self-evaluation-D695","https://templates.business-in-a-box.com/imgs/250px/695.png",{"label":52,"url":53,"thumb":54,"extension":10},"Performance Evaluation","/template/performance-evaluation-D694","https://templates.business-in-a-box.com/imgs/250px/694.png",{"label":56,"url":57,"thumb":58,"extension":10},"Vendor Evaluation","/template/vendor-evaluation-D108","https://templates.business-in-a-box.com/imgs/250px/108.png",{"label":60,"url":61,"thumb":62,"extension":10},"Marketing Campaign Evaluation","/template/marketing-campaign-evaluation-D1365","https://templates.business-in-a-box.com/imgs/250px/1365.png",{"label":64,"url":65,"thumb":66,"extension":10},"Training Evaluation Form","/template/training-evaluation-form-D13891","https://templates.business-in-a-box.com/imgs/250px/13891.png",{"label":68,"url":69,"thumb":70,"extension":10},"Checklist Evaluation to Buy a Business","/template/checklist-evaluation-to-buy-a-business-D326","https://templates.business-in-a-box.com/imgs/250px/326.png",{"label":72,"url":73,"thumb":74,"extension":10},"Checklist Sales Rep Evaluation","/template/checklist-sales-rep-evaluation-D1416","https://templates.business-in-a-box.com/imgs/250px/1416.png",{"label":76,"url":77,"thumb":78,"extension":79},"Software Project Plan","/template/software-project-plan-D12815","https://templates.business-in-a-box.com/imgs/250px/12815.png","xls",{"label":81,"url":82,"thumb":83,"extension":10},"Alliance Agreement Software","/template/alliance-agreement-software-D5176","https://templates.business-in-a-box.com/imgs/250px/5176.png",{"label":85,"url":86,"thumb":87,"extension":10},"Demonstration Software License","/template/demonstration-software-license-D788","https://templates.business-in-a-box.com/imgs/250px/788.png",{"description":89,"descriptionCustom":6,"label":90,"pages":91,"size":9,"extension":10,"preview":92,"thumb":93,"svgFrame":94,"seoMetadata":95,"parents":97,"keywords":96,"url":103},"SOFTWARE LICENSE AGREEMENT This Software License Agreement (the \"Agreement\") is effective [DATE], BETWEEN: [FIRST PARTY NAME] (the \"Licensor\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [LICENSEE NAME] (the \"Licensee\"), an individual with his main address located at ______________ OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS the Licensor owns [SOFTWARE NAME] (the \"Software\") and wishes to grant a license to the Licensee, along with the right to use and operate the Software in [TERRITORY] (the \"Territory\") and the Licensee agrees to take the said license from the Licensor upon the terms and conditions as set forth in this Agreement. NOW THEREFORE, in consideration of the premises and of the mutual agreements contained in this Agreement, the Parties hereto agree as follows: DEFINITIONS AND INTERPRETATION The following definitions apply throughout this Agreement unless otherwise stated: \"Agreement\" means this Software Licensing Agreement and any amendment made thereto from time to time by the Parties hereto. \"Software\" refers to [SOFTWARE NAME]. \"Derivative Works\" mean works developed by the Licensee, its officers, agents, contractors or employees, which are based upon, in whole or in part, the Source Code and/or the Documentation and may also be based upon and/or incorporate one or more other pre-existing works. Derivative Works may be any Improvement, revision, modification, translation (including compilation or recapitulation by computer), abridgment, condensation, expansion, or any other form in which such a pre-existing work may be recast, transformed, or adapted. For purposes hereof, a Derivative Work shall also include any compilation that incorporates such a pre-existing work. \"Documentation\" means written, printed or otherwise recorded or stored (digital or paper) material relating to the Software and Source Code, including technical specifications and instructions for its use, including Source Code annotations and other descriptions of the principles of operation of the Source Code and tools and instructions for its use. \"Source Code\" means the computer programming Source Code form of the Software in the form provided by the Licensor to the Licensee, and includes all non-third-party executables, libraries, components, and Documentation created or used in the creation, development, maintenance, and support of the Software, as well as all updates, Error corrections and revisions thereto provided by the Licensor, all provided by the Licensor for use, in whole or in part, either by itself or in the development of Derivative Works. \"Improvements\" shall mean, with respect to the Source Code, all modifications and changes made, developed, acquired or conceived after the date hereof and during the entire term of this Agreement. TERM This Agreement shall come into effect on [SPECIFY DATE] and shall continue until termination of this Agreement. GRANT OF LICENSE The Licensor hereunder grants to the Licensee an exclusive, non-transferable, irrevocable, royalty-free license to use and operate the Software in the Territory, including but not limited to the right and license to use and incorporate the Source Code and/or the Documentation, in whole or in part, to develop Derivative Works (including the integration of all or part of the Source Code into the Licensee's own software), and to compile, use, copy, and distribute executable versions of such Derivative Works. The Licensor shall hereunder provide the Source Code and all other Software related information to the Licensee and also hereby allows the Licensee to modify the said Software, change its Source Code, and change its name and logo at any time and at its sole discretion without any notification to the Licensor. The Licensee shall also have the right and license to use and copy the Source Code, in whole or in part, in compiled, object-code form for the Licensee's internal testing and development use and also the right and license to make a reasonable number of backup and archival copies of Source Code and Documentation. The Licensee shall not, however, transfer or sublicense the Software to any third party, in whole or in part, in any form, whether modified or unmodified. DELIVERABLES The Licensor shall hand over the Software, including the Source Code, to the Licensee in order to be used and operated by the Licensee in the Territory within a period of [SPECIFY DAYS OR MONTHS] from the date of signing this Agreement. SUPPORT AND WARRANTY PERIOD For a period of [SPECIFY MONTHS OR YEARS] (the \"Warranty period\") from the date of the deliverables, as mentioned in clause 4 of this Agreement, the Licensor, at no additional charge, shall provide to the Licensee: the Source Code for all upgrades, updates, patches, fixes and other modifications to the Software (\"Software Modifications\"); Error correction services, more specifically, to the extent the Source Code (and/or the files resulting from compiling the Source Code), programming services, instructions and/or source code to correct such Errors to bring the Source Code (and/or the files resulting from compiling the Source Code) into compliance with the representations and warranties set forth in this Agreement. The Licensor shall use commercially reasonable measures to provide Error corrections, or a work-around for such Errors, within [NUMBER OF DAYS] days of notification by the Licensee. Where a work-around is initially provided, the Licensor shall continue to use commercially reasonable efforts to develop an Error correction until such Error correction is delivered. To the extent an Error is intermittent in nature and the Licensee is having problems recreating the Error for the purposes of reporting Errors to the Licensor, the Licensor shall provide assistance to the Licensee in recreating the Error; personnel with levels of expertise (both general technical as well as specifically with respect to the Software and the Source Code) to provide technical support, advice and consultation to the Licensee. Such technical support and assistance shall include, without limitation, support and assistance with respect to the Software, Source Code, and the Licensee's development efforts, and shall also include technical support consulting services for modifications to the Source Code made by the Licensee. LICENSE FEE The Licensee shall pay the Licensor for this license at the rate of [AMOUNT] per [month] payable in advance. The first payment shall be made on the date of the beginning of the period specified above. Subsequent payments shall be made in advance promptly on the [day of each month] thereafter during the continuation of this Agreement. All payments hereunder shall be made in [CURRENCY] currency and via [MODE OF PAYMENT] as the mode of payment. REPRESENTATIONS AND WARRANTIES OF LICENSOR The Licensor hereby represents and warrants that the license granted hereunder to the Licensee has been granted on [SPECIFY \"AN EXCLUSIVE\" OR \"A NON-EXCLUSIVE\"] basis. The Licensor represents and warrants that the Software and services shall be provided in a good and professional manner in accordance with industry practices. The Licensor represents and warrants that the Software shall be bug-free, error-free and compatible with third-party software, and, in case of any bugs etc. in the Software, this shall be rectified by the Licensor free of cost during the Warranty period.","Software License Agreement","8","https://templates.business-in-a-box.com/imgs/1000px/software-license-agreement-D12928.png","https://templates.business-in-a-box.com/imgs/250px/12928.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12928.xml",{"title":96,"description":6},"software license agreement",[98,100],{"label":33,"url":99},"business-legal-agreements",{"label":101,"url":102},"License Agreements","license-agreement","/template/software-license-agreement-D12928",{"description":105,"descriptionCustom":6,"label":106,"pages":8,"size":9,"extension":10,"preview":107,"thumb":108,"svgFrame":109,"seoMetadata":110,"parents":112,"keywords":111,"url":117},"NON-DISCLOSURE AGREEMENT (NDA) This Non-Disclosure Agreement (the \"Agreement\") is made and effective [DATE], BETWEEN: [YOUR COMPANY NAME] (the \"Disclosing Party\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [RECEIVING PARTY NAME] (the \"Receiving Party\"), an individual with his main address located at OR a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] WHEREAS, Receiving Party has been or will be engaged in the performance of work on [DESCRIBE]; and in connection therewith will be given access to certain confidential and proprietary information; and WHEREAS, Receiving Party and Disclosing Party wish to evidence by this Agreement the manner in which said confidential and proprietary material will be treated. NOW, THEREFORE, it is agreed as follows: NON-DISCLOSURE OF CONFIDENTIAL INFORMATION Both Parties understand and agree that each Party may have access to the confidential information of the other party. For the purposes of this Agreement, \"Confidential Information\" means proprietary and confidential information about the Disclosing Party's (or it's suppliers') business or activities. Such information includes all business, financial, technical, and other information marked or designated by such Party as \"confidential\" or \"proprietary.\" Confidential Information also includes information which, by the nature of the circumstances surrounding the disclosure, ought in good faith to be treated as confidential. For the purposes of this Agreement, Confidential Information does not include: Information that is currently in the public domain or that enters the public domain after the signing of this Agreement. Information a Party lawfully receives from a third Party without restriction on disclosure and without breach of a non-disclosure obligation. Information that the Receiving Party knew prior to receiving any Confidential Information from the Disclosing Party. Information that the Receiving Party independently develops without reliance on any Confidential Information from the Disclosing Party. Each Party agrees that it will not disclose to any third Party or use any Confidential Information disclosed to it by the other Party except when expressly permitted in writing by the other Party. Each Party also agrees that it will take all reasonable measures to maintain the confidentiality of all Confidential Information of the other Party in its possession or control. TERM The term of this Agreement is [number] of [years/months] from the date of execution by both Parties. TITLE The Receiving Party agrees that all Confidential Information furnished by the Disclosing Party shall remain the sole property of the Disclosing Party. DISCLAIMER","Non Disclosure Agreement Nda","https://templates.business-in-a-box.com/imgs/1000px/non-disclosure-agreement-nda-D12692.png","https://templates.business-in-a-box.com/imgs/250px/12692.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12692.xml",{"title":111,"description":6},"non disclosure agreement nda",[113,114],{"label":33,"url":99},{"label":115,"url":116},"Confidentiality Agreements","confidentiality-agreement","/template/non-disclosure-agreement-nda-D12692",{"description":119,"descriptionCustom":6,"label":120,"pages":91,"size":121,"extension":10,"preview":122,"thumb":123,"svgFrame":124,"seoMetadata":125,"parents":126,"keywords":131,"url":132},"SOFTWARE MAINTENANCE AGREEMENT This Software Maintenance Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [Service Provider NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Service Provider will provide Client with certain maintenance services on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\" and identified in Exhibit A). The Client and Service Provider will hereinafter be referred to cumulatively as the \"Parties\" and singularly as the \"Party\". WHEREAS, Service Provider has created and implemented for Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to an agreement dated [DATE]; and WHEREAS, Service Provider has provided to Client certain software [SOFTWARE NAME] (hereinafter referred to as the \"Covered Software\" and identified in Exhibit B) pursuant to a software license agreement between the parties (the \"License Agreement\"); and NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. FINANCIAL PROVISIONS [TIME AND MATERIALS AGREEMENT] Service Provider shall be compensated at the rate of [RATE] per hour [OR \"day,\" \"week,\" \"month\"] for maintenance services outlined in this agreement. Payment will be made within [NUMBER OF DAYS] days of Developer's submission of an invoice for work completed. [OPTIONAL: \"Unless otherwise agreed upon in writing by Customer, Customer's maximum liability for all services performed during the term of this Agreement shall not exceed [MAXIMUM AMOUNT].\"] OR [FIXED PRICE AGREEMENT] The total contract price shall be set forth in the Maintenance Plan. Customer shall pay the Developer the sum of [INITIAL AMOUNT] upon execution of this Agreement and the sum of [AMOUNT IF PLAN APPROVED] upon Customer's approval of the Maintenance Plan. The remainder of the contract price shall be payable in installments according to the payment schedule to be included in the Maintenance Plan. DESCRIPTION OF MAINTENANCE SERVICES A. Support Services During the term of this Agreement, Service Provider will provide the services described herein so as to maintain the Covered Software in good working order, keeping it free from material defects so that the Covered Software shall function properly and in accordance with the accepted level of performance as set forth in the License Agreement. (1) Service Response. Service Provider will make available to Client a telephone number [NUMBER] for Client to call requesting service of the Covered Software. The Support Center HOTLINE operates during business hours, [BUSINESS HOURS], Monday through Friday, excluding legal holidays. Extended coverage is available for an additional fee. The HOTLINE can also be used to notify Service Provider of problems associated with the Covered Software and related documentation. B. Remedial Support Upon receipt by Service Provider of notice from Client through the Support Center HOTLINE of an error, defect, malfunction or nonconformity in the Covered Software, Service Provider shall respond as provided below: Severity 1: Produces an emergency situation in which the Covered Software is inoperable, produces incorrect results, or fails catastrophically. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 1 problem as soon as reasonably possible, but in any event a response via telephone will be provided within one [X] hour(s). Service Provider will continue to provide best efforts to resolve Severity 1 problems in less than forty-eight (48) hours. The resolution will be delivered to Client as a work-around or as an emergency software fix. If Service Provider delivers an acceptable work-around, the severity classification will drop to a Severity 2. Severity 2: Produces a detrimental situation in which performance (throughput or response) of the Covered Software degrades substantially under reasonable loads, such that there is a severe impact on use; the Covered Software is usable, but materially incomplete; one or more mainline functions or commands is inoperable; or the use is otherwise significantly impacted. RESPONSE: Service Provider will provide a response by a qualified member of its staff to begin to diagnose and to correct a Severity 2 problem as soon as reasonable possible, but in any event a response via telephone will be provided within four (4) hours. Service Provider will exercise best efforts to resolve Severity 2 problems within five (5) days. The resolution will be delivered to Client in the same format as Severity 1 problems. If Service Provider delivers an acceptable work-around for a Severity 2 problem, the severity classification will drop to a Severity 3. Severity 3: Produces an inconvenient situation in which the Covered Software is usable, but does not provide a function in the most convenient or expeditious manner, and the user suffers little or no significant impact. RESPONSE: Service Provider will exercise best efforts to resolve Severity 3 problems in the next maintenance release. Severity 4: Produces a noticeable situation in which the use is affected in some way which is reasonably correctable by a documentation change or by a future, regular release from Service Provider. RESPONSE: Service Provider will provide, as agreed by the parties, a fix or fixes for Severity 4 problems in future maintenance releases. C. Maintenance Services During the term of this Agreement, Service Provider will maintain the Covered Software by providing software updates and enhancements to Client as the same are offered by Service Provider to its licensees of the Covered Software under maintenance generally (\"Updates\"). All software updates and enhancements provided to Client by Service Provider pursuant to the terms of this Agreement shall be subject to the terms and conditions of the License Agreement between the parties. Updates will be provided on an as-available basis and include the items listed below: (1) Bug fixes; (2) Enhancements to market data service software provided by Service Provider to keep current with changes in market data services or as Service Provider makes enhancements;","Software Maintenance Agreement",67,"https://templates.business-in-a-box.com/imgs/1000px/software-maintenance-agreement-D805.png","https://templates.business-in-a-box.com/imgs/250px/805.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#805.xml",{"title":6,"description":6},[127,130],{"label":128,"url":129},"Software & Technology","software-technology-business",{"label":128,"url":129},"software maintenance agreement","/template/software-maintenance-agreement-D805",{"description":134,"descriptionCustom":6,"label":135,"pages":136,"size":137,"extension":10,"preview":138,"thumb":139,"svgFrame":140,"seoMetadata":141,"parents":142,"keywords":145,"url":146},"SERVICE LEVEL AGREEMENT This Service Level Agreement (the Agreement\") is effective as of [DATE] (the \"Effective Date\"). BETWEEN: [YOUR COMPANY NAME] (the \"Service Provider\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [CLIENT NAME] (the \"Client\"), a corporation organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] RECITALS This Agreement sets forth the terms and conditions under which Client will provide Service Provider with certain Equipment under bailment and Service Provider will provide certain support services to Client on specified Service Provider premises (hereinafter referred to as the \"Service Provider Network Location(s)\"). WHEREAS, Service Provider is desirous and capable of providing support services for certain Client-Provided Equipment which interconnects to Service Provider transmission services; and WHEREAS, Client desires to have the Equipment supported by Service Provider in a designated portion of certain Service Provider Network Location(s), as set forth in Exhibit A of this agreement (hereinafter referred to as the \"Location and Equipment Summary\"), which is attached hereto and made a part hereof; and WHEREAS, Client and Service Provider (hereinafter referred to cumulatively as the \"Parties\" and singularly as the \"Party\") have agreed on the terms which shall govern the bailment and support of the Equipment as set forth in Exhibit B of this agreement (hereinafter referred to as the \"Statement of Work\"), which is attached hereto and made a part hereof, and as set forth in Exhibit C of this agreement (hereinafter referred to as the \"Non-Recurring and Monthly Recurring Pricing Summary\"), which is attached hereto and made a part hereof; NOW, THEREFORE, in consideration of the mutual agreements and promises contained herein and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the Parties agree as follows: UNDERTAKINGS Client will provide for the inside delivery of the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary with proper and timely notification as specified in the Statement of Work. Client will install the Equipment at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider and Industry standards and practices as specified in the Statement of Work. Service Provider will connect the Equipment to Service Provider services at the Service Provider Network Location(s) as specified in the Location and Equipment Summary in accordance with Service Provider standards and practices as specified in the Statement of Work. Service Provider will hold the Equipment in bailment for use only at the Service Provider Network Location(s) as specified in the Location and Equipment Summary and only for the purposes contemplated herein. During the term of the bailment, Service Provider shall provide space, power, testing, environment and other support services for the Equipment as set forth in the Statement of Work and Service Provider shall have no other responsibility for the Equipment. Client shall cooperate fully with Service Provider in the provision of these support services and agrees to perform those activities identified as Client Responsibilities in the Statement of Work. TERM AND TERMINATION The initial term of this Agreement shall commence on the [DATE], shall continue for a period of [NUMBER] years, and then shall terminate on [DATE]. This Agreement is binding when executed by Client and subsequently accepted by Service Provider and once accepted by Service Provider, the rates and charges provided in this Agreement will be effective from the first day of the next billing cycle following Client's signature date (the \"Effective Date\"). Either Party may terminate this Agreement following the giving of [NUMBER] calendar days prior written notice of termination to the other Party. If Client terminates this Agreement prior to the expiration of the initial [NUMBER] year term, Client will pay Service Provider, in addition to all other charges due, per Service Provider Network Location, which amount shall represent liquidated damages that Client agrees are reasonable. Client shall remove its Equipment from the Service Provider Network Location(s) within [NUMBER] calendar days of the termination of this Agreement and, if Client fails to do so, Service Provider may itself remove the Equipment and store the same at Client's expense and at Client's sole risk. Any expenditure by Service Provider for the removal and storage of the Equipment shall bear interest at the lesser of [%] per annum or the maximum rate permitted by law. The rights and duties in Article D, \"Warranty and Liability\" shall survive the termination of this Agreement. FINANCIAL PROVISIONS Client shall pay Service Provider a non-recurring fee for Site Preparation, Additional AC or DC Power Circuits and Circuit Interconnection at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider on a monthly recurring basis for Location Management Fee(s), an Uninterruptable Power Supply (UPS) for [115V OR OTHER] AC Power Circuits and for Service Provider First-Level Maintenance Support at each of the Service Provider Network Location(s) as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. Client shall pay Service Provider a one time charge of [AMOUNT per circuit when, at the Client's request, Service Provider provided cabling is added, moved or changed after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. This charge is in addition to any other charges specified in the applicable tariff or contract from the entity from which the facility or service is obtained. For equipment moves made pursuant to Client's request, Client shall pay for each unit of Equipment this is moved to a different location within the same Service Provider Network Location after the initial Site Preparation work listed in the Equipment and Location Summary is completed by Service Provider. Client shall pay directly or reimburse Service Provider, as applicable, for all taxes, duties, and similar liabilities which may result from this Agreement, or any support services specified hereunder, exclusive of taxes based on Service Provider's net income. All invoices shall be due and payable in [CURRENCY] within [NUMBER] calendar days upon receipt as set forth in the Non-Recurring and Monthly Recurring Pricing Summary. WARRANTY AND LIABILITY Service Provider warrants that its undertakings hereunder shall be performed in a professional and workmanlike manner and that it will provide Support Services in accordance with this Agreement. NO OTHER WARRANTIES ARE EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO, ANYWARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Client warrants that it has the unrestricted right to place the Equipment at Service Provider's Location(s) listed in the Location and Equipment Summary for the term of this Agreement. Except as otherwise set forth herein, neither Party shall be deemed negligent, at fault or liable in any respect to the other for any delay, interruption or failure in performance hereunder resulting from fire, flood, water, the elements, explosions, acts of God, war, accidents, labor disputes, strikes, shortages of equipment or suppliers, unavailability of transportation or other cause beyond the reasonable control of the Party delayed or prevented from performing.","Service Level Agreement","12",89,"https://templates.business-in-a-box.com/imgs/1000px/service-level-agreement-D778.png","https://templates.business-in-a-box.com/imgs/250px/778.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#778.xml",{"title":6,"description":6},[143,144],{"label":128,"url":129},{"label":128,"url":129},"service level agreement","/template/service-level-agreement-D778",{"description":148,"descriptionCustom":6,"label":149,"pages":91,"size":9,"extension":10,"preview":150,"thumb":151,"svgFrame":152,"seoMetadata":153,"parents":155,"keywords":154,"url":158},"IT SERVICE AGREEMENT This IT Service Agreement (the \"Agreement\") is effective on [DATE], BETWEEN: [NAME OF THE SERVICE PROVIDER], (the \"Service Provider\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] AND: [NAME OF THE CLIENT], (the \"Client\"), an individual with their main address located at OR a Company organized and existing under the laws of the [State/Province] of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] Collectively, the Service Provider and Client shall be referred to as the \"Parties\" and individually as the \"Party.\" WHEREAS, the Service Provider is in the business of providing establishing, operating and managing Information Technology and suggesting solutions as the Client wishes, and the Client desires to hire the Service Provider for various IT services; and WHEREAS, the Client and Service Provider desire to enter into an Agreement, which will define respective rights and duties as to all services to be performed; WHEREAS, the Parties wish to evidence their contract in writing; WHEREAS, the Service Provider affirms to understand all of the provisions contained in this Agreement, and in case the Client requires clarification as to one or more of the provisions contained herein, it can request clarification or otherwise seek legal guidance; NOW, THEREFORE, in consideration and as a condition of the Parties entering into this Agreement and other valuable considerations, the receipt and sufficiency of which consideration is acknowledged, the Parties agree as follows: DEFINITIONS \"Intellectual Property\" shall mean any and all technology, technical information, technical data, inventions, invention disclosures, discoveries, processes, formulae, algorithms, know-how, software, designs, design elements, works of authorship, drawings, non-public materials and any other technical subject matter related thereto. Intellectual Property also includes all Intellectual Property rights or similar proprietary rights related to the foregoing, in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including (i) patent rights and utility models, (ii) copyrights and database rights, (iii) trademarks and trade dress and the goodwill associated therewith, (iv) trade secrets, (v) mask works, and (vi) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction. \"Service(s)\" shall mean the IT services being provided by the Service Provider to the Client under this Agreement. \"Confidential Information\" will include all data and information relating to the business and management of the Company, including but not limited to, Client lists, business policies, business strategies, proprietary and trade secret technology to which access is obtained by the Service Provider, including accounting records, computer software, other proprietary data, business operations, marketing development operations and customer information. \"Disclosing Party\" shall mean the Party who shall be disseminating the Confidential Information to the Receiving Party. \"Receiving Party\" shall mean the Party to whom the Confidential Information is disclosed. TERM The Client and the Service Provider agree that the present Agreement shall be in force from the [DATE] unless terminated by either of the Parties in accordance with the present Agreement. SCOPE OF THE AGREEMENT The Service Provider shall provide the IT Services and satisfy the responsibilities described in this Agreement as it may be supplemented, enhanced or modified, upon mutual written agreement of the Parties, during the Term. SERVICES WORK ORDER: The Service Provider agrees to provide IT Services to the Client in accordance with the terms and conditions of this Agreement. A description of the Services to be provided shall be set forth in one or more mutually agreed upon documents (hereinafter referred as \"Work Order\" or \"WO\"), each of which, upon execution by the Service Provider and the Client, shall become binding between the Parties and made a part hereof. Each Work Order entered into by the Parties in connection herewith shall be subject to, and the obligations of the Parties hereunder shall be performed in accordance with, the terms and conditions of this Agreement. Each Work Order shall: supplement and form a part of this Agreement, be read and construed as one with this Agreement, be deemed incorporated by reference herein. In the event of any conflict between the terms of this Agreement and any Work Order, the terms of this Agreement shall govern and control unless such Work Order expressly indicates otherwise. PERFORMANCE OF THE SERVICES The Service Provider agrees to perform the Services specified by the Client in a professional manner and in accordance with this Agreement. Notwithstanding the foregoing, the Client acknowledges that the Service Provider's ability to perform the Services will require the Client to timely perform certain tasks and provide certain tangible and intangible items. The Client hereby agrees to perform its obligations hereunder, and the Parties acknowledge that the Client's failure to perform such obligations may adversely affect the Service Provider's ability to meet its performance obligations under the conditions specified by the Client. In addition, the Service Provider shall not be deemed to be in default under this Agreement for any delays or failure to meet its obligations if based on the Client's actions, omissions or failure to meet its performance requirements. If any services, functions or responsibilities not specifically described in this Agreement are inherent subtasks of the Services and are reasonably necessary for provision of the Services, they shall be deemed to be implied by and included within the scope of the Services to the same extent and in the same manner as if specifically described in this Agreement. RELATIONSHIP OF PARTIES Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between the Service Provider and the Client. ASSIGNMENT The Parties shall not assign any rights under the present Agreement to any other Party without the mutual written consent of the Parties. Subject to the foregoing, this Agreement will be binding upon the Parties' heirs, executors, successors and assigns. PAYMENT The Service Provider shall invoice the Client monthly for time and material-based fees, as per the rates specified in the WO, for the Services. The invoices should be accompanied with the time sheets supporting monthly billing information, as the case may be, signed off by the Client. The Client shall pay the Service Provider amounts under an undisputed invoice within [NUMBER OF DAYS] days from the receipt by the Client of payment of the Service Provider's invoice to the Client in respect of the Services provided by the relevant Assigned Employees. The Service Provider shall be solely responsible for paying all expenses incurred by the Service Provider before, during and after the Term of this Agreement that are related in any way and manner to the fulfillment of the Service Provider's obligations flowing from this Agreement. All payments to the Service Provider are to be made in the currency specified in the WO, subject to deduction of tax at source, if any, or withholding taxes. On receipt of the invoices, the Client shall cross check the invoices and if it has a dispute in regard to the raised invoices, then it shall notify the Service Provider about the dispute in writing mandatorily within seven (7) days of the receipt of the invoice","IT Service Agreement","https://templates.business-in-a-box.com/imgs/1000px/it-service-agreement-D13422.png","https://templates.business-in-a-box.com/imgs/250px/13422.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#13422.xml",{"title":154,"description":6},"it service agreement",[156,157],{"label":33,"url":99},{"label":33,"url":99},"/template/it-service-agreement-D13422",{"description":160,"descriptionCustom":6,"label":161,"pages":162,"size":9,"extension":10,"preview":163,"thumb":164,"svgFrame":165,"seoMetadata":166,"parents":168,"keywords":167,"url":171},"MASTER SERVICE AGREEMENT This Master Service Agreement (\"Agreement\") is made and effective this [Date], BETWEEN: [YOUR COMPANY NAME],\" PARTY A\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [YOUR COMPLETE ADDRESS] AND: [COMPANY NAME],\" PARTY B\", a corporation organized and existing under the laws of [STATE/PROVINCE], with its head office located at: [COMPLETE ADDRESS] SCOPE OF SERVICES [PARTY A] shall provide [PARTY B] with the services and products described in the Statements of Work. The SOW must describe the respective contribution and services of each party. Any services provided by either party under this Agreement are referred to as the \"Services\". For the purposes of this Agreement, the party engaged to perform the Services, [PARTY A], is the \"Performing Party\" and the party for whom the Services are to be performed, [PARTY B], is the \" Engaging Party\". All SOWs that are negotiated between the parties shall be in writing and executed by both parties and shall be attached hereto as supplemental Exhibits, and shall be incorporated into, and governed by, this Agreement. STATEMENT OF WORK (SOW) Contents of Statements of Work The parties shall describe each individual deliverable to be provided under this agreement in its own statement of work (each, a \"Statement of Work\"), each one including a complete description of the deliverable provided under the Statement of Work, the number of [PARTY A] personnel who will be assigned to provide the deliverable in question, key [PARTY A] personnel the parties agree are essential to the provision of the particular deliverable (shall not exceed [SPECIFY] percent of the total personnel assigned to this Statement of Work) (each one a \"Key Personnel\"), the applicable fees and fee schedule, including any milestones and milestone payments if applicable, for the particular deliverable, the service levels and acceptance criteria for the particular deliverable, any materials the parties will provide for the particular deliverable, a timeline for providing the particular deliverable, and a unique identification number for the Statement of Work and explicit reference to this agreement. Integration. A Statement of Work signed by both parties, bearing a unique identification number and making explicit reference to this Agreement, shall be deemed to form an integral part of this Agreement. Severable. The parties may terminate any individual Statement of Work without affecting the rest of the agreement or any other Statement of Work. Conflict of Terms. If there is a conflict between the terms of this agreement and any Statement of Work, the Statement of Work shall apply. Changes to Statements of Work Proposing Changes. Either party may propose amendments to the Statement of Work deliverable, fees or schedule by giving written notice to the other party. Finalizing Changes. If the parties agree to change the deliverable, fees, or schedule of a Statement of Work they parties shall cooperate to execute a written amendment to the relevant Statement of Work detailing the changes. Additional Statements of Work Request Additional Services. [PARTY B] may request additional services by sending a written notice to [PARTY A] reasonably detailing the services requested. Assess the Request. Immediately after receiving a request for additional services from [PARTY B], [PARTY A] shall evaluate the request to determine whether there are circumstances preventing it from providing the requested services and, if there are no circumstances preventing it from providing the requested services, shall provide [PARTY A] with the estimated fees and timelines for such requested services. Execute New Statement of Work. If after receiving [PARTY A] 's estimates [PARTY B] still wants the requested services, the parties shall execute a new Statement of Work according to the requirements of paragraph CONTENT OF STATEMENTS OF WORK. Acceptance and Rejection Inspection Period. [PARTY B] shall have an \"Inspection period\" of [NUMBER] working days after [PARTY A] has provided the deliverable to review and verify that the deliverable meets the acceptance criteria as set out in the applicable Statement of Work (the \"Inspection Period\"). Acceptance. If in [PARTY B] 's opinion the deliverable meets the acceptance criteria, [PARTY B] must accept the deliverable and notify [PARTY A] that it is accepting the deliverable. Deemed Acceptance.[PARTY B] shall be deemed to have accepted the deliverable if [PARTY B] fails to notify [PARTY A] by the end of the inspection period, or if, during the inspection period, [PARTY B] uses or attempts to use the deliverable beyond what is necessary for the inspection and testing, in a manner that a reasonable person would consider compatible with [PARTY B] having accepted deliverable from [PARTY A]. Rejection. If in [PARTY B]'s opinion, the deliverable does not materially meet the acceptance criteria, [PARTY B] may reject the deliverable by delivering to [PARTY B] a written list detailing each failure to satisfy the acceptance criteria. TERM The term of this Agreement begins on [INSERT START DATE] and continues until such time as the Deliverables have been provided to the Purchaser in accordance with this Agreement or until such time as this Agreement is terminated by either party in accordance with its terms. BUDGET AND PAYMENT DEADLINE The budget and payment deadline will be defined in each SOW. Unless otherwise provided in this SOW, uncontested invoices are payable within 30 calendar days of receipt of the invoice. Payment is made as follows: [SPECIFY]. INDEPENDENT CONTRACTOR The relationship between [PARTY A] and [PARTY B] shall, within the context of the SOW, be that of an independent contractor, and nothing in this Agreement should be construed to create a partnership, joint venture, or employer-employee relationship. Each Party shall, at all times during the term of this Agreement, perform the duties and responsibilities herein without any control by the other Party. Either Party may realize a profit or loss in connection with performing the services. Either Party may render similar services for the benefit of others. Neither Party is an agent of the other Party and is not authorized to make any representation, contract, or contract commitment on behalf of the other Party. DELIVERABLES The Supplier shall provide the goods and/or services described in the Statement of Work (attached) of this Master Service Agreement. CONFIDENTIALITY Information shall be treated as confidential during the term of this Agreement and for a period of seven (7) years thereafter. During such period, the parties will not: (a) disclose the Confidential Information of the Disclosing Party to any third party, using at least the same degree of care as it uses to protect its own confidential information, but not less than reasonable care or (b) use such information for any purpose other than to perform its obligations under this Agreement. Confidential Information does not include information which has previously been made generally available to the public, becomes publicly known, without fault on the part of the Receiving Party, subsequent to disclosure by the Disclosing Party of such information to the Receiving Party, is received by the Receiving Party at any time from a source, other than the Disclosing Party, lawfully having possession of and the right to disclose such information, otherwise becomes known by the Receiving Party prior to disclosure by the Disclosing Party to the receiving party of such information, or is independently developed by the Receiving Party without use of such information","Master Service Agreement","7","https://templates.business-in-a-box.com/imgs/1000px/master-service-agreement-D12657.png","https://templates.business-in-a-box.com/imgs/250px/12657.png","https://templates.business-in-a-box.com/svgs/docviewerWebApp1.html?v6#12657.xml",{"title":167,"description":6},"master service agreement",[169,170],{"label":33,"url":99},{"label":33,"url":99},"/template/master-service-agreement-D12657",false,{"seo":174,"reviewer":187,"quick_facts":191,"at_a_glance":194,"personas":198,"variants":223,"glossary":250,"clauses":284,"how_to_fill":335,"common_mistakes":376,"faqs":401,"industries":429,"comparisons":454,"diy_vs_lawyer":467,"jurisdictions":480,"related_template_ids_curated":501,"schema":511,"classification":512},{"meta_title":175,"meta_description":176,"primary_keyword":177,"secondary_keywords":178},"Software Evaluation Template (Free Word)","Free software evaluation template covering access rights, confidentiality, IP protection, liability limits, and acceptance criteria. Used in 190+ countries. Free Word and PDF download.","software evaluation template",[179,180,181,182,183,184,185,186],"software evaluation agreement template","software trial agreement template","software evaluation form","software assessment template","software evaluation checklist","software pilot agreement template","free software evaluation template word","software proof of concept agreement",{"name":188,"credential":189,"reviewed_date":190},"Bruno Goulet","CEO, Business in a Box","2026-05-02",{"difficulty":192,"legal_review_recommended":193,"signature_required":193},"medium",true,{"what_it_is":195,"when_you_need_it":196,"whats_inside":197},"A Software Evaluation Agreement is a legally binding contract between a software vendor and a prospective customer that governs a time-limited trial or pilot of a software product. This free Word download gives you a structured, editable starting point covering access rights, confidentiality, IP ownership, liability limitations, and acceptance criteria — ready to export as PDF and execute before any evaluation begins.\n","Use it whenever a vendor grants a prospect access to proprietary software for testing purposes before a purchase decision. It applies equally to enterprise SaaS pilots, on-premise evaluations, and proof-of-concept deployments where the software is not yet commercially released.\n","Defined evaluation scope and permitted uses, confidentiality and data protection obligations, intellectual property ownership, warranty disclaimers and liability caps, evaluation period and termination rights, acceptance criteria and feedback obligations, and governing law.\n",[199,203,207,211,215,219],{"title":200,"use_case":201,"icon_asset_id":202},"Software vendors and SaaS companies","Protecting proprietary code and data during enterprise sales pilots","persona-saas-vendor",{"title":204,"use_case":205,"icon_asset_id":206},"IT procurement managers","Formalizing evaluation terms before a multi-seat enterprise software trial","persona-it-manager",{"title":208,"use_case":209,"icon_asset_id":210},"Startup founders","Granting a beta customer access to pre-release software with IP protections in place","persona-startup-founder",{"title":212,"use_case":213,"icon_asset_id":214},"Legal and compliance officers","Ensuring data handling and liability terms are documented before a software pilot","persona-legal-counsel",{"title":216,"use_case":217,"icon_asset_id":218},"Operations directors","Running a structured proof-of-concept for workflow automation software","persona-operations-director",{"title":220,"use_case":221,"icon_asset_id":222},"Procurement and vendor managers","Standardizing the legal framework across multiple concurrent software evaluations","persona-vendor-manager",[224,228,232,236,239,243,247],{"situation":225,"recommended_template":226,"slug":227},"Full enterprise software trial with data integration and custom setup","Software Evaluation Agreement (Enterprise)","software-evaluation-D14062",{"situation":229,"recommended_template":230,"slug":231},"Early-stage beta access for a pre-release product","Beta Software Agreement","non-disclosure-agreement-beta-tester-D798",{"situation":233,"recommended_template":234,"slug":235},"Proof-of-concept deployment with defined success criteria","Proof of Concept Agreement","proof-of-concept-D13169",{"situation":237,"recommended_template":90,"slug":238},"Ongoing commercial use after a successful evaluation","software-license-agreement-D12928",{"situation":240,"recommended_template":241,"slug":242},"Access to sensitive technical data or trade secrets during evaluation","Mutual Non-Disclosure Agreement","non-disclosure-agreement-nda-D12692",{"situation":244,"recommended_template":245,"slug":246},"Third-party development work performed during the evaluation period","Software Development Agreement","custom-software-development-agreement-D787",{"situation":248,"recommended_template":120,"slug":249},"Vendor providing ongoing support and maintenance after trial acceptance","software-maintenance-agreement-D805",[251,254,257,260,263,266,269,272,275,278,281],{"term":252,"definition":253},"Evaluation Period","The contractually defined time window — typically 30 to 90 days — during which the prospective customer is permitted to access and test the software.",{"term":255,"definition":256},"Permitted Use","The specific activities the evaluator is authorized to perform with the software, such as internal testing, benchmarking, or integration testing — excluding production deployment or resale.",{"term":258,"definition":259},"Acceptance Criteria","Measurable technical or functional benchmarks the software must meet for the evaluation to be deemed successful and trigger a purchase decision.",{"term":261,"definition":262},"Proof of Concept (PoC)","A structured evaluation exercise designed to confirm that a software product can perform a specific function or integrate with the evaluator's existing systems before a commercial commitment.",{"term":264,"definition":265},"Confidential Information","Non-public information disclosed by either party during the evaluation — including source code, product roadmaps, pricing, and technical specifications — that the receiving party must protect from disclosure.",{"term":267,"definition":268},"Intellectual Property (IP) Ownership","The clause confirming that the vendor retains all ownership of the software, including any modifications or improvements suggested or tested during the evaluation.",{"term":270,"definition":271},"Warranty Disclaimer","A provision stating that the software is provided 'as is' during the evaluation period, with no warranty of fitness, merchantability, or error-free operation.",{"term":273,"definition":274},"Limitation of Liability","A cap on the damages either party may claim arising from the evaluation — typically limiting liability to direct damages and excluding consequential or incidental losses.",{"term":276,"definition":277},"Feedback License","A grant from the evaluator to the vendor authorizing the vendor to use any bug reports, feature suggestions, or test results provided during the evaluation to improve the product — without compensation.",{"term":279,"definition":280},"Derivative Work","Any modification, adaptation, or extension of the software created during the evaluation period; the agreement typically assigns ownership of derivative works to the vendor.",{"term":282,"definition":283},"Termination for Convenience","A right allowing either party to end the evaluation agreement at any time before the evaluation period expires, without cause, typically with 5–10 business days' written notice.",[285,290,295,300,305,310,315,320,325,330],{"name":286,"plain_english":287,"sample_language":288,"common_mistake":289},"Parties, recitals, and evaluation scope","Identifies the vendor and evaluator as legal entities, describes the software being evaluated, and defines the permitted scope of the trial — internal testing only, named users, and specific systems.","This Software Evaluation Agreement is entered into as of [DATE] between [VENDOR LEGAL NAME], a [STATE/JURISDICTION] [ENTITY TYPE] ('Vendor'), and [EVALUATOR LEGAL NAME] ('Evaluator'). Vendor grants Evaluator a non-exclusive, non-transferable right to access [SOFTWARE NAME] ('Software') solely for internal evaluation purposes during the Evaluation Period.","Using a trade name instead of the registered legal entity name for either party — causing enforcement ambiguity if a dispute arises over IP or confidentiality obligations after the evaluation ends.",{"name":291,"plain_english":292,"sample_language":293,"common_mistake":294},"Evaluation period and extension","States the start date, the fixed end date, and the conditions under which the evaluation may be extended — typically by mutual written consent only.","The Evaluation Period shall commence on [START DATE] and expire on [END DATE] ('Evaluation Period'), unless earlier terminated in accordance with this Agreement. Any extension must be agreed in writing by both parties prior to expiration.","Omitting an end date and using language like 'until the parties agree otherwise.' Without a hard expiration, evaluators have operated software for years without a license, creating infringement exposure for the vendor.",{"name":296,"plain_english":297,"sample_language":298,"common_mistake":299},"Permitted use and restrictions","Lists what the evaluator may and may not do with the software — typically permitting internal testing by named users and prohibiting sublicensing, reverse engineering, production deployment, and benchmarking publication.","Evaluator shall use the Software solely for internal evaluation by up to [NUMBER] named users. Evaluator shall not: (a) sublicense, sell, or transfer the Software; (b) reverse engineer or decompile the Software; (c) deploy the Software in a production environment; or (d) publish benchmarking results without Vendor's prior written consent.","No restriction on production use — evaluators who begin running live workflows on evaluation software are effectively using a commercial license without paying for one, and the vendor has no contractual basis to stop them.",{"name":301,"plain_english":302,"sample_language":303,"common_mistake":304},"Confidentiality obligations","Requires each party to protect the other's confidential information disclosed during the evaluation — including source code, pricing, technical architecture, and business data — using at least the same care they apply to their own confidential information.","Each party agrees to hold the other's Confidential Information in strict confidence using no less than reasonable care, and not to disclose it to any third party without prior written consent. Confidential Information excludes information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was already known to the receiving party; or (c) is independently developed without reference to the disclosing party's information.","Omitting a mutual confidentiality obligation — the vendor focuses on protecting its software but forgets that the evaluator's test data, business processes, and integration specifications are equally sensitive.",{"name":306,"plain_english":307,"sample_language":308,"common_mistake":309},"Intellectual property ownership and feedback license","Confirms the vendor retains all IP in the software and grants the vendor a royalty-free license to use any feedback, suggestions, or bug reports the evaluator provides during the trial.","Vendor retains all right, title, and interest in and to the Software, including all derivative works. Evaluator hereby grants Vendor a perpetual, irrevocable, royalty-free license to use any Feedback provided by Evaluator during the Evaluation Period to develop, improve, or commercialize the Software.","No feedback license at all — leaving the vendor legally exposed when it incorporates evaluator suggestions into the product, since the evaluator could later claim co-authorship or an implied license fee.",{"name":311,"plain_english":312,"sample_language":313,"common_mistake":314},"Warranty disclaimer","States that the software is provided 'as is' during the evaluation, with no warranties regarding fitness, merchantability, accuracy, or uptime — protecting the vendor from warranty claims arising from evaluation-period defects.","THE SOFTWARE IS PROVIDED 'AS IS' FOR EVALUATION PURPOSES ONLY. VENDOR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. VENDOR DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED DURING THE EVALUATION PERIOD.","Using lowercase warranty disclaimer text — in many jurisdictions, warranty exclusions must be conspicuous (capitalized or bold) to be enforceable against a commercial counterparty.",{"name":316,"plain_english":317,"sample_language":318,"common_mistake":319},"Limitation of liability","Caps the total damages either party may recover from the other in connection with the evaluation, typically limiting recovery to direct damages only and excluding consequential, incidental, or punitive losses.","IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT. VENDOR'S TOTAL LIABILITY SHALL NOT EXCEED [USD $X / THE GREATER OF $500 OR THE FEES PAID, IF ANY, FOR THE EVALUATION].","Setting the liability cap at zero or omitting it entirely on the assumption that no fees are exchanged. Courts have awarded substantial damages for data loss and business disruption during unpaid evaluations when no cap was in place.",{"name":321,"plain_english":322,"sample_language":323,"common_mistake":324},"Data handling and security","Addresses how any data the evaluator loads into the software during the trial is handled, protected, and deleted — particularly critical when the evaluation involves personally identifiable information or regulated data.","Evaluator shall not input any personal data, protected health information, or regulated financial data into the Software without Vendor's prior written consent and execution of a separate Data Processing Agreement. Vendor shall delete all Evaluator data within [30] days of the end of the Evaluation Period upon written request.","No data handling clause at all — evaluators routinely load real customer or employee records into trial environments, creating GDPR, HIPAA, or CCPA exposure for both parties with no contractual framework in place.",{"name":326,"plain_english":327,"sample_language":328,"common_mistake":329},"Termination and effect of termination","States when and how either party may end the evaluation early, what obligations survive termination, and what the evaluator must do with the software and confidential information upon expiration or termination.","Either party may terminate this Agreement upon [5] business days' written notice. Upon expiration or termination: (a) all access rights cease immediately; (b) Evaluator shall destroy or return all copies of the Software and Confidential Information within [10] business days; and (c) the confidentiality and IP provisions of this Agreement shall survive for [3] years.","No return-or-destroy obligation — vendors have discovered evaluators retaining copies of proprietary software or configuration files years after an evaluation ended, with no contractual basis to demand deletion.",{"name":331,"plain_english":332,"sample_language":333,"common_mistake":334},"Governing law, dispute resolution, and entire agreement","Specifies which jurisdiction's law governs the agreement, how disputes are resolved, and confirms the written contract supersedes all prior discussions, emails, or term sheets about the evaluation.","This Agreement is governed by the laws of [STATE/JURISDICTION], without regard to conflict-of-law principles. Any dispute shall be resolved by binding arbitration under [AAA/JAMS] rules in [CITY], except that either party may seek injunctive relief in any court of competent jurisdiction. This Agreement constitutes the entire agreement between the parties regarding the subject matter hereof.","Choosing a governing jurisdiction with no connection to where either party operates — causing enforceability challenges and practical inconvenience if a dispute over IP or data deletion ever needs to be litigated.",[336,341,346,351,356,361,366,371],{"step":337,"title":338,"description":339,"tip":340},1,"Enter both parties' legal entity names and addresses","Use each party's full registered corporate name — not a trade name or product brand — and include the state or country of incorporation. Confirm the names against corporate registry filings before signing.","If the vendor is a subsidiary, confirm whether the parent or the subsidiary is the correct contracting entity — signing with the wrong entity can make IP ownership provisions unenforceable.",{"step":342,"title":343,"description":344,"tip":345},2,"Define the software and the evaluation scope precisely","Identify the specific software product, version or build, and any modules or APIs included in the evaluation. State whether the evaluation covers cloud-hosted, on-premise, or hybrid deployment.","Attach a one-page Schedule A describing the software and its components in technical terms — this prevents scope-creep disputes about which features the evaluator was permitted to test.",{"step":347,"title":348,"description":349,"tip":350},3,"Set a hard evaluation period start date and end date","Enter specific calendar dates — not relative periods like '30 days from access.' If access is provisioned in stages, note the provisioning date separately and tie the evaluation period to the first access date.","Build in a 5-business-day buffer before the end date to allow time for written extension requests without the agreement lapsing mid-evaluation.",{"step":352,"title":353,"description":354,"tip":355},4,"List permitted uses and prohibited activities explicitly","State the number of named users, the permitted systems or environments, and a clear list of prohibited activities — production deployment, sublicensing, benchmarking publication, and reverse engineering at minimum.","For SaaS evaluations, specify whether the evaluator may integrate the software with third-party tools via API during the trial — unauthorized integrations can expose vendor data to external systems.",{"step":357,"title":358,"description":359,"tip":360},5,"Complete the confidentiality and data handling provisions","Define what counts as Confidential Information for each party, set the standard of care, and address data types the evaluator is and is not permitted to load into the software.","If the evaluation might involve any personal data — even in anonymized test datasets — execute a separate Data Processing Agreement or DPA addendum before provisioning access.",{"step":362,"title":363,"description":364,"tip":365},6,"Set acceptance criteria and feedback obligations","List the specific functional, performance, or integration benchmarks the software must meet for the evaluation to be considered successful. Include a feedback delivery obligation — e.g., a written summary within 10 days of evaluation end.","Quantified acceptance criteria (e.g., 'API response time under 500ms for 95% of requests') protect both parties — the evaluator has a clear pass/fail standard, and the vendor has a defined scope of liability.",{"step":367,"title":368,"description":369,"tip":370},7,"Confirm the liability cap and warranty disclaimer are capitalized","Both the warranty disclaimer and the limitation of liability block must appear in all-caps or bold type to be conspicuous — a legal requirement for enforceability in the US, UK, and most common-law jurisdictions.","Do not reduce the font size of the disclaimer to save space — courts have rejected inconspicuous disclaimers even when they were technically included in the signed document.",{"step":372,"title":373,"description":374,"tip":375},8,"Sign before access is provisioned","Both parties must execute the agreement before the evaluator receives any access credentials, login tokens, or downloadable installer files. Post-access signatures leave the vendor unprotected for the period between provisioning and signing.","Use a timestamped eSign platform so the executed agreement record includes the exact signing time, confirming it preceded system access.",[377,381,385,389,393,397],{"mistake":378,"why_it_matters":379,"fix":380},"Granting access before the agreement is signed","Any IP, data handling, or confidentiality protection in the agreement is unenforceable for the period between access provisioning and signature — which can span days or weeks in enterprise sales cycles.","Gate all access provisioning on receipt of a countersigned agreement. Use eSign tools that allow same-day execution and confirm the timestamp precedes any login credentials being issued.",{"mistake":382,"why_it_matters":383,"fix":384},"No hard expiration date on the evaluation period","Without a fixed end date, evaluators have run on trial licenses for months or years without converting to paid contracts, and vendors have had limited contractual recourse to demand access termination.","Always use specific calendar dates for the evaluation period start and end. Require written mutual consent for any extension, executed before the original end date lapses.",{"mistake":386,"why_it_matters":387,"fix":388},"Omitting a data handling clause","Evaluators routinely load real customer records, employee data, or financial information into trial environments. Without a data handling clause, neither party has a documented framework for GDPR, CCPA, or HIPAA compliance during the evaluation.","Add an explicit data handling clause prohibiting regulated data in the evaluation environment, or require execution of a DPA addendum before any personal or regulated data is processed.",{"mistake":390,"why_it_matters":391,"fix":392},"No return-or-destroy obligation on termination","Without a documented obligation, evaluators may retain software installers, configuration files, API keys, or copies of the vendor's confidential documentation indefinitely after the evaluation ends.","Include a clause requiring the evaluator to certify in writing — within 10 business days of termination — that all software copies and confidential materials have been destroyed or returned.",{"mistake":394,"why_it_matters":395,"fix":396},"Using a warranty disclaimer in lowercase text","In the US, Canada, and the UK, warranty exclusions must be conspicuous to be enforceable against a commercial counterparty. Lowercase disclaimers buried in dense boilerplate have been struck down by courts even when both parties signed.","Present warranty disclaimers and liability caps in all-capitals or bold font, in a type size no smaller than the surrounding body text.",{"mistake":398,"why_it_matters":399,"fix":400},"No feedback license grant from evaluator to vendor","When a vendor incorporates an evaluator's bug report, feature suggestion, or integration idea into the product without an explicit license, the evaluator can later claim an implied co-authorship interest or demand compensation.","Include a perpetual, irrevocable, royalty-free feedback license in the IP section, making clear the evaluator assigns any rights in feedback to the vendor at the moment of submission.",[402,405,408,411,414,417,420,423,426],{"question":403,"answer":404},"What is a software evaluation agreement?","A software evaluation agreement is a legally binding contract between a software vendor and a prospective customer that governs a time-limited trial of the vendor's software. It establishes permitted uses, confidentiality obligations, IP ownership, warranty disclaimers, liability caps, and data handling rules for the evaluation period. Without one, a vendor's proprietary code and a prospect's sensitive data are both unprotected during the trial.\n",{"question":406,"answer":407},"Is a software evaluation agreement legally required?","No law mandates a written software evaluation agreement, but operating without one creates substantial legal exposure. A vendor who provisions access without a signed agreement has no contractual basis to enforce confidentiality, demand return of the software, or limit liability for defects discovered during the trial. Most enterprise procurement teams require a signed evaluation agreement before an IT environment will permit access to a trial system.\n",{"question":409,"answer":410},"What is the difference between a software evaluation agreement and a software license agreement?","A software evaluation agreement grants temporary, restricted access for testing purposes only — typically with no fees, no production use, and strong warranty disclaimers. A software license agreement is the commercial contract that governs ongoing, production use after a purchase decision. A well-drafted evaluation agreement should include a conversion clause that describes how the relationship transitions to a full license if the evaluation is successful.\n",{"question":412,"answer":413},"How long should a software evaluation period be?","Evaluation periods typically run 30 to 90 days for enterprise software trials, with 30 days common for SaaS products and 60 to 90 days for complex on-premise or deeply integrated platforms. The period should be long enough to test the specific acceptance criteria agreed in the contract, but short enough that the vendor can enforce conversion or termination without a protracted negotiation. Always use specific calendar dates rather than rolling day counts.\n",{"question":415,"answer":416},"Can a vendor charge a fee for a software evaluation?","Yes. While many vendors offer free evaluations to reduce friction in the sales process, a nominal fee — even $1 — can provide additional consideration that strengthens the enforceability of restrictive covenants in some jurisdictions. Paid evaluations are more common for enterprise deployments requiring vendor resources for setup, integration support, or customization during the trial period.\n",{"question":418,"answer":419},"What data should an evaluator be permitted to use during a software evaluation?","Best practice is to restrict evaluations to anonymized or synthetic test data that does not include personally identifiable information, protected health information, or regulated financial records. If real data is operationally necessary, the agreement should require execution of a separate Data Processing Agreement and specify the data categories permitted, the security controls the vendor must maintain, and the deletion timeline after the evaluation ends.\n",{"question":421,"answer":422},"Who owns improvements or customizations made during a software evaluation?","Under a well-drafted evaluation agreement, the vendor retains ownership of all derivative works, modifications, and improvements — including those developed in response to evaluator feedback or test results. The evaluator grants the vendor a feedback license covering any suggestions, bug reports, or integration ideas contributed during the trial. Without this clause, evaluators have successfully argued co-authorship interests in features they helped design during a pilot.\n",{"question":424,"answer":425},"What happens to the software and data when a software evaluation ends?","Upon expiration or termination, the evaluator's access rights should cease immediately. The evaluator is typically required to destroy or return all copies of the software, documentation, and confidential materials within 10 business days and certify compliance in writing. The vendor should delete all evaluator data loaded during the trial within a defined window — commonly 30 days — unless the parties transition to a commercial license.\n",{"question":427,"answer":428},"Do I need a lawyer to prepare a software evaluation agreement?","For straightforward SaaS trials with standard scope, a high-quality template is usually sufficient. Engage a lawyer when the evaluation involves regulated data such as PHI or financial records, when the software contains export-controlled technology, when the evaluator operates in a jurisdiction with strict data protection laws such as the EU or California, or when the commercial opportunity is significant enough to warrant a fully negotiated agreement. A 1–2 hour review typically costs $300–$600 and is worthwhile for enterprise pilots.\n",[430,434,438,442,446,450],{"industry":431,"icon_asset_id":432,"specifics":433},"Technology / SaaS","industry-saas","API rate limits, uptime expectations, and multi-tenant data isolation requirements during the evaluation must be documented to avoid production-creep and unauthorized data commingling.",{"industry":435,"icon_asset_id":436,"specifics":437},"Healthcare / MedTech","industry-healthtech","HIPAA requires a Business Associate Agreement alongside any evaluation agreement that may involve PHI — the evaluation template should explicitly prohibit real patient data without a BAA in place.",{"industry":439,"icon_asset_id":440,"specifics":441},"Financial Services","industry-fintech","Regulatory obligations under SOC 2, PCI-DSS, or GLBA mean financial institutions require vendor security certifications and audit rights as a condition of any software evaluation, regardless of trial duration.",{"industry":443,"icon_asset_id":444,"specifics":445},"Manufacturing and Industrial","industry-manufacturing","OT/ICS software evaluations introduce operational risk if trial deployments interact with live production systems — the permitted use clause must explicitly restrict evaluation to isolated or sandboxed environments.",{"industry":447,"icon_asset_id":448,"specifics":449},"Professional Services","industry-professional-services","Law firms, accounting firms, and consultancies evaluating practice management software must ensure the agreement covers client confidentiality obligations that extend to any data inadvertently exposed during the trial.",{"industry":451,"icon_asset_id":452,"specifics":453},"Retail / E-commerce","industry-ecommerce","Evaluations of commerce platforms may involve customer PII, payment flow testing, or inventory data — the data handling clause must address CCPA compliance and PCI-DSS scope for any payment-adjacent testing.",[455,458,461,464],{"vs":90,"vs_template_id":456,"summary":457},"software-license-agreement-D12733","A software license agreement is the commercial contract governing ongoing production use of software after a purchase decision. A software evaluation agreement is a temporary, restricted-access arrangement for testing only — with no production use permitted and stronger warranty disclaimers. The two documents address different stages of the vendor-customer relationship and should not be substituted for each other.",{"vs":459,"vs_template_id":242,"summary":460},"Non-Disclosure Agreement","An NDA covers confidentiality obligations for information exchanged during discussions or demonstrations — typically before any software access is granted. A software evaluation agreement includes confidentiality provisions but also adds IP ownership, permitted use restrictions, liability limits, and data handling obligations specific to hands-on software access. Signing an NDA alone is not sufficient protection once a prospect begins testing proprietary code.",{"vs":245,"vs_template_id":462,"summary":463},"D{SOFTWARE_DEV_AGREEMENT_ID}","A software development agreement governs the creation of new software by one party for another — covering deliverables, milestones, IP assignment, and payment. A software evaluation agreement governs access to existing software for testing purposes, with no development obligations on either side. The two documents are not interchangeable and address entirely different commercial relationships.",{"vs":120,"vs_template_id":465,"summary":466},"software-maintenance-agreement-D12735","A software maintenance agreement governs ongoing support, updates, and bug-fix obligations after a commercial license is in place. A software evaluation agreement explicitly disclaims support and uptime warranties during the trial period. The maintenance agreement becomes relevant only after a successful evaluation results in a commercial license being executed.",{"use_template":468,"template_plus_review":472,"custom_drafted":476},{"best_for":469,"cost":470,"time":471},"Standard SaaS trials with no regulated data, domestic counterparties, and evaluation periods of 30–90 days","Free","20–30 minutes",{"best_for":473,"cost":474,"time":475},"Enterprise pilots involving API integrations, sensitive business data, or evaluators in GDPR or CCPA-regulated jurisdictions","$300–$600","1–3 days",{"best_for":477,"cost":478,"time":479},"Evaluations involving regulated data (PHI, PCI), export-controlled software, cross-border deployments, or commercially significant pilots exceeding $500K in potential contract value","$1,500–$4,000+","1–2 weeks",[481,486,491,496],{"code":482,"name":483,"flag_asset_id":484,"note":485},"us","United States","flag-us","Warranty disclaimers and liability caps must be conspicuous under the UCC to be enforceable — all-caps formatting is standard practice. California's CCPA imposes data handling obligations that apply even to trial environments processing California residents' personal data. Export Administration Regulations (EAR) may restrict providing access to foreign nationals for certain categories of software, including encryption and cybersecurity tools.",{"code":487,"name":488,"flag_asset_id":489,"note":490},"ca","Canada","flag-ca","PIPEDA and provincial privacy laws such as Quebec's Law 25 apply to personal data processed during software evaluations, regardless of the trial's temporary nature. Quebec's Law 25 requires a privacy impact assessment for new technologies handling personal information. French-language contract requirements apply to Quebec-based evaluators in provincially regulated industries.",{"code":492,"name":493,"flag_asset_id":494,"note":495},"uk","United Kingdom","flag-uk","Post-Brexit UK GDPR applies independently of EU GDPR and requires documented lawful bases for any personal data processed during evaluations. The UK's Computer Misuse Act creates criminal liability for unauthorized access to computer systems — the permitted use clause must be precise about authorized access scope. Standard warranty disclaimer capitalization conventions apply under the Unfair Contract Terms Act 1977 for business-to-business agreements.",{"code":497,"name":498,"flag_asset_id":499,"note":500},"eu","European Union","flag-eu","GDPR Article 28 requires a Data Processing Agreement whenever a vendor processes personal data on behalf of an evaluator — this applies even to short-term trials. Standard Contractual Clauses (SCCs) are required for transferring evaluation data outside the EEA. The EU Cybersecurity Act and forthcoming Cyber Resilience Act impose security requirements on software vendors that may affect evaluation terms for products targeted at the EU market.",[238,242,249,502,503,504,505,506,507,508,509,510],"service-level-agreement-D778","it-service-agreement-D13422","master-service-agreement-D12657","data-processing-agreement-D13954","independent-contractor-agreement-D160","consulting-agreement-D12711","statement-of-work-D12981","request-for-proposal-D1270","vendor-agreement-D13292",{"emit_how_to":193,"emit_defined_term":193},{"primary_folder":99,"secondary_folder":513,"document_type":514,"industry":515,"business_stage":516,"tags":517,"confidence":523},"services-and-consulting","agreement","software-and-technology","all-stages",[518,519,520,521,522],"nda","software-evaluation","trial-agreement","vendor-contract","ip-protection",0.92,"\u003Ch2>What is a Software Evaluation Agreement?\u003C/h2>\n\u003Cp>A \u003Cstrong>Software Evaluation Agreement\u003C/strong> is a legally binding contract between a software vendor and a prospective customer that governs time-limited, restricted access to a software product for testing purposes before any commercial commitment is made. It defines the permitted scope of the evaluation, sets a hard expiration date, establishes confidentiality obligations for both parties, confirms the vendor's ownership of all intellectual property — including any feedback provided during the trial — and caps the vendor's liability for defects or data loss during the evaluation period. Unlike a standard software license, a software evaluation agreement explicitly prohibits production use, disclaims all warranties, and creates a structured framework for transitioning to a commercial relationship if the evaluation succeeds.\u003C/p>\n\u003Ch2>Why You Need This Document\u003C/h2>\n\u003Cp>Without a signed software evaluation agreement in place before access is provisioned, a vendor's proprietary source code, architecture, and pricing are exposed with no contractual protection against disclosure. Evaluators who load real customer or employee data into a trial environment create GDPR, CCPA, or HIPAA exposure for both parties with no documented framework to address it. Vendors who allow evaluations to proceed on a handshake have found prospects running live workloads on trial licenses for months — or retaining copies of proprietary software long after an evaluation ended — with no enforceable basis to demand cessation. A properly drafted evaluation agreement closes all of these gaps: it protects the vendor's IP, limits liability for evaluation-period defects, governs data handling, and creates a clear conversion path to a paid license when the trial succeeds. This template gives you a court-ready starting point you can execute in under 30 minutes.\u003C/p>\n",1781186001942]