PROJECTREADY EVALUATION AGREEMENT 
Please read this Evaluation Agreement (“Agreement”) carefully before installing or using the software and services provided by ProjectReady, LLC. (“ProjectReady”). This is a legal agreement between you (“Evaluator”) and ProjectReady. By installing, using or accessing software or services provided by ProjectReady, you are agreeing to be bound by the terms of this Agreement, and obtaining a license to use certain ProjectReady software and services on an evaluation basis only for a period of [30 days] (“Evaluation Period”). If you do not agree with the terms and conditions of this Agreement, do not access or use the software or services.  

1.	EVALUATION.  Subject to the terms and conditions of this Agreement, ProjectReady will provide Evaluator with access to the ProjectReady software as a service offering (the “Service”) to permit Evaluator to internally evaluate the Service in a non-production environment for testing and evaluation only.  Evaluator will provide, at its own expense, all hardware, equipment, and third party software necessary to evaluate the Service. 

2.	EVALUATION PERIOD.  This Agreement will begin on the day that the Service is provided to you (the “Effective Date”) and continue in effect for the Evaluation Period, unless ProjectReady agrees in writing (including via email from an authorized ProjectReady executive) to extend the term for a specific period.  ProjectReady may immediately terminate this Agreement if Evaluator breaches any provision of this Agreement.  Upon the expiration or termination of this Agreement, Evaluator must (a) discontinue all use of the Service, (b) destroy or return to ProjectReady all copies of any materials provided by ProjectReady to Evaluator, and (d) promptly provide ProjectReady with written confirmation (including via email) of Evaluator’s compliance with these provisions.  Sections 2, 3, 5, 6, 7, and 9 will survive termination or expiration of this Agreement. 

3.	LICENSE.  Subject to the terms and conditions of this Agreement, ProjectReady hereby grants to Evaluator a limited, non-exclusive, non-transferable license, without right of sublicense, to internally use the Service and other associated software provided to Evaluator by ProjectReady (the “Software”), without modification, solely for internal evaluation during the term of this Agreement.  The Software may only be used by employees of Evaluator that must have access to the Software to permit Evaluator to evaluate the Software.  Evaluator is prohibited from modifying, enhancing, or creating derivative work of the Software.  Evaluator agrees that it will not distribute or otherwise disclose the Software to any third party.  

4.	OWNERSHIP.  The Service and its associated Software are licensed, not sold, by ProjectReady to Evaluator.  ProjectReady and its suppliers own and retain all right, title, and interest, including all intellectual property rights, in and to the Software and the Services, including any improvements, modifications, and enhancements thereto.  Except for those rights expressly granted in this Agreement, no other rights are granted, either express or implied, to Evaluator. 

5.	CONFIDENTIALITY.  In order to protect the trade secrets and proprietary know-how contained in the Software and Services, Evaluator will not decompile, disassemble, or reverse engineer the Software.  Evaluator will maintain the confidentiality of and not disclose to any third party: (a) the terms of this Agreement, (b) all non-public information disclosed by ProjectReady to Evaluator under this 
 
CONFIDENTIAL – PROJECT READY, LLC. 
Agreement, and (c) all Software and Service performance data and all other information obtained by evaluating the Software and Service.  Evaluator will not provide information regarding the Service or this Agreement to any competitor of ProjectReady. 

6.	WARRANTY DISCLAIMER.  THE SOFTWARE AND 
SERVICE ARE PROVIDED “AS IS” FOR LIMITED EVALUATION ONLY, AND PROJECTREADY DOES NOT WARRANT THAT THE SOFTWARE OR SERVICE WILL OPERATE WITHOUT ERROR OR INTERRUPTION.  
PROJECTREADY 	EXPRESSLY 	DISCLAIMS 	ALL 
WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE IMPLIED 	WARRANTIES 	OF 	MERCHANTABILITY, NONINFRINGEMENT, 	QUALITY, 	ACCURACY, 	AND FTNESS FOR A PARTICULAR PURPOSE. 

7.	LIMITATION OF LIABILITY.  THE TOTAL LIABILITY OF PROJECTREADY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF THE TOTAL AMOUNT PAID BY EVALUATOR TO PROJECTREADY PURSUANT TO THIS AGREEMENT OR ONE HUNDRED DOLLARS.  IN NO EVENT WILL PROJECTREADY HAVE LIABILITY FOR ANY INDIRECT, INCIDENTAL, 	SPECIAL, 	OR 	CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF THESE DAMAGES.  THESE LIMITATIONS WILL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE 	OF 	ANY 	LIMITED 	REMEDY 	IN 	THIS AGREEMENT. 

8.	RESTRICTED USE.  Any use, duplication, or disclosure of the Software by the United States government is subject to the restrictions set forth in subdivision (c)(1)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013 and the Commercial Computer Software – Restricted Rights clauses at FAR 52.227-19.  Use, duplication, or disclosure of the Software by the government of any other country is subject to that country’s restrictions of similar applicable laws. 

9.	MISCELLANEOUS.  This Agreement will be governed by the laws of the State of New York, U.S.A without reference to conflict of law principles.  All disputes arising out of or related to it, will be subject to the exclusive jurisdiction of the state and federal courts located in New York, and the parties agree and submit to the personal and exclusive jurisdiction and venue of these courts.  Evaluator will not assign this Agreement, directly or indirectly, by operation of law or otherwise, without the prior written consent of ProjectReady.  This is the entire agreement between the parties relating to the evaluation of the Software and Service.  No waiver or modification of this Agreement are valid unless signed by each party.