template

Pilot / Trial Software Evaluation Licence

Rafie Faruq

Oct, 31 2022

When to use this template

This Pilot or Trial License Agreement, sometimes also known as a Software Evaluation Agreement, can be used when piloting a software application between a Supplier and Customer. It contains a minimal amount of legal provisions necessary to conduct a pilot, so that the commercial agreement can take place as fast as possible. For instance, the warranties are customizable. It is GDPR compliant and allows the user to specify important compliance provisions such as categories of personal data and data subjects.The Pilot Agreement contains a short Statement of Work at the top of the agreement so it is very easy to quickly read the key commercial terms.It also contains service levels and a timetable in the schedule.Success criteria are used as a mechanism to align both parties on what should happen upon termination of the agreement, so that a successful pilot can naturally lead into a complete sales agreement.

Key issues covered in this template

IP ownership of Customer Materials
IP ownership of know how and Supplier application improvement
What happens after completion of the pilot
Data protection and GDPR
Typical Supplier warranties
Typical Customer warranties
Service level agreement
Statement of work
Term and termination
Success criteria for the pilot
Customer responsibilities
Processing of personal data as described by the GDPR
Processing of SENSITIVE personal data as described by the GDPR (e.g. racial data)
Customer auditing of Supplier, except for that required by data protection law

What to watch out for

Many of the points to watch out for in customer pilot agreements are commercial and not legal, specifically when it comes to timelines. Everything takes longer than expected, so timelines ought to provide sufficient contingency time.
It is important to specify the statement of work, services and timetable in clear terms. Most of this is placed in the schedule and needs completing.

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