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Proof Of Concept Agreement Template for New Zealand

This document is a comprehensive Proof of Concept Agreement governed by New Zealand law, designed to establish the terms and conditions under which parties can test and evaluate new technologies, solutions, or services in a controlled environment. It includes provisions for intellectual property protection, data privacy compliance under New Zealand's Privacy Act 2020, confidentiality requirements, and specific success criteria for the proof of concept phase. The agreement balances the interests of both the solution provider and the testing organization while ensuring compliance with New Zealand's Contract and Commercial Law Act 2017.

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What is a Proof Of Concept Agreement?

The Proof of Concept Agreement is essential when organizations want to test new technologies, solutions, or services before committing to full implementation. This document type is particularly relevant in New Zealand's growing technology and innovation sector, where businesses need to validate solutions while protecting their interests. The agreement covers critical aspects such as testing parameters, success criteria, intellectual property rights, data protection, and confidentiality obligations. It ensures compliance with New Zealand's legal framework, including the Contract and Commercial Law Act 2017, Privacy Act 2020, and relevant intellectual property legislation. The document is structured to provide clarity on the scope of testing, resource commitments, timelines, and evaluation criteria, while also addressing potential risks and liabilities during the PoC phase.

What sections should be included in a Proof Of Concept Agreement?

1. Parties: Identifies and defines the parties entering into the agreement

2. Background: Explains the context and purpose of the PoC, including what solution or technology is being tested

3. Definitions: Defines key terms used throughout the agreement

4. Scope of Proof of Concept: Detailed description of what the PoC will entail, including objectives and success criteria

5. Duration and Timeline: Specifies the start date, end date, and key milestones of the PoC

6. Responsibilities of the Parties: Outlines what each party must do to support the PoC

7. Costs and Payment Terms: Specifies any costs associated with the PoC and payment arrangements

8. Intellectual Property Rights: Addresses ownership and usage rights of existing and newly created IP during the PoC

9. Confidentiality: Protects confidential information shared during the PoC

10. Data Protection and Privacy: Addresses handling of personal and sensitive data during the PoC

11. Termination: Specifies how and when the agreement can be terminated

12. General Provisions: Standard legal provisions including governing law, notices, and entire agreement

What sections are optional to include in a Proof Of Concept Agreement?

1. Commercial Terms for Full Implementation: Include when there's a potential for full commercial implementation after successful PoC

2. Third Party Rights: Include when the PoC involves third-party technology or services

3. Resource Commitment: Include when specific personnel or resources need to be committed by either party

4. Testing Environment Requirements: Include when the PoC requires specific technical or physical environment setup

5. Security Requirements: Include when the PoC involves sensitive systems or data

6. Acceptance Testing: Include when formal acceptance criteria and testing procedures are required

7. Insurance and Liability: Include when the PoC involves significant risks or potential damages

8. Post-PoC Options: Include when parties want to pre-agree options for proceeding after the PoC

What schedules should be included in a Proof Of Concept Agreement?

1. Schedule 1 - PoC Technical Specifications: Detailed technical requirements and specifications for the PoC

2. Schedule 2 - Success Criteria and Metrics: Specific measurable criteria for evaluating the PoC's success

3. Schedule 3 - Timeline and Milestones: Detailed project plan with specific dates and deliverables

4. Schedule 4 - Resource Allocation: Detailed breakdown of personnel, equipment, and resources committed by each party

5. Schedule 5 - Cost Breakdown: Itemized breakdown of all costs associated with the PoC

6. Appendix A - Testing Procedures: Detailed testing methodology and procedures

7. Appendix B - Security and Compliance Requirements: Specific security protocols and compliance requirements

8. Appendix C - Contact Details: Key contact information for both parties

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents

Jurisdiction

New Zealand

Publisher

Genie AI

Document Type

Project Agreement

Cost

Free to use

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