Attachment_3_-_Product_Demonstration_Agreement.docx

PRODUCT DEMONSTRATION AGREEMENT

This agreement ("Agreement") is hereby made between the United States Securities and Exchange Commission (hereinafter called the "Government") and (enter Contractor's name). (Enter Contractor's name) desires to demonstrate its products and services for a (enter quantity) day period of time. The demonstration period will not commence until the product or service has been installed and it has been mutually agreed by both parties the product or service is ready for use. This agreement shall be subject to all applicable U.S. federal laws and regulations including FAR 52.212-4, Contract Terms and Conditions – Commercial Items.

(Enter Contractor's name) acknowledges that the Government hereby makes no commitment, express or implied, to buy the products or services involved, or to give (enter Contractor's name) any special consideration in this or any future acquisition in which the Contractor may submit a bid or proposal.

The products or services to be demonstrated are (describe product or service). The demonstration of the product or services are at no cost to the Government and (enter Contractor's name) waives any and all claims against the Government for compensation for said demonstration.

(Enter Contractor's name) is responsible for delivery and for providing the required support to enable the evaluation to be conducted.

LIMITATION OF LIABILITY. In no event will the Government be held responsible for any loss or any direct, indirect, actual, compensatory, continuing, special, or consequential damages as a result of this demonstration. Inasmuch as this Agreement is related to an opportunity for the Government to evaluate the product or service without charge or obligation, (enter Contractor's name) makes no warranties or representations, whether expressed or implied, including, without limitation, the implied warranties of merchantability and fitness for a particular purpose. In no event will (enter Contractor's name) be liable to the Government for any loss, including time, money, goodwill, or consequential damages which may arise from use of this product or service.

The Government acknowledges that (enter Contractor's name) represents the product or service provided hereunder is copyrighted, and constitutes trade secrets and proprietary data of (enter Contractor's name). The Government acknowledges that it is obtaining no title to nor ownership to the product or services received as a result of this Agreement. The Government shall not copy or transfer this product or service, and shall treat the product or service and all associated materials as it treats its own proprietary and confidential information, provided such care is deemed reasonable. The Government shall not reverse engineer the product or service provided hereunder, in whole or in part.

Product Demonstration Agreement

This document contains the entire Agreement between the parties with respect to the demonstration. This Agreement can only be modified in writing, with the signatures of the party's authorized representatives. For the Government, the only authorized representation is the Contracting Officer.

FOR THE GOVERNMENT: FOR: (Contractor Name)

Name Date Name Date

Position

Contracting Officer's Signature Company Representative Signature

FOR (enter contractor name)