Journey Pilot Program

1. Agreement Overview

This Agreement outlines the terms under which the Client will participate in the Journey Pilot Program, allowing them to test and explore the Journey System Platform (“Platform”) provided by New Orchard. The goal is to enable the Client to evaluate the Platform’s benefits before committing to a full subscription.

2. Program Scope and Deliverables

  • Program Scope: The Client will have access to the Journey System Platform with all essential features and tools. The Provider will collaborate with the Client to ensure effective use of the Platform during the pilot period.

  • Deliverables:

    • Access to the Platform’s full capabilities.

    • Customized training sessions to help the Client’s team navigate and apply the Platform.

    • Support in identifying opportunities and integrating Platform insights into the Client’s proposals.

3. Duration of the Pilot Program

  • Start Date: [Defined in Quote]

  • End Date: [Defined in Quote]

  • Option for Extension: The pilot program may be extended upon mutual agreement between the Provider and the Client.

4. Fees and Payment Terms

  • Pilot Program Fee: There is no upfront fee for participating in the pilot program. The Client will only be charged for the reports generated during the pilot phase, on a pay-per-use basis.

    • Usage Fees are as follows:

      • Operational Identity Index

        • Individual Report - $0

        • Team Report - $250 per report

      • Operational Change Capacity

        • Individual Report - $0

        • Group Report - $500 per report

      • Organizational Maturity Inventory

        • Organizational Report - $1000 per assessment

  • Payment Terms: Payments for reports will be invoiced monthly and are due upon receipt of the invoice.

5. Responsibilities and Obligations

  • Provider’s Responsibilities:

    • Provide access to the Platform.

    • Conduct tailored training sessions and provide ongoing support.

    • Assist the Client in understanding and leveraging the Platform for their consulting engagements.

  • Client’s Responsibilities:

    • Actively participate in training and support sessions.

    • Utilize the Platform as agreed during the pilot period.

    • Provide feedback on the Platform’s performance and utility.

6. Confidentiality and Data Protection

  • Confidentiality: Both parties agree to maintain the confidentiality of any proprietary or sensitive information exchanged during the pilot program.

  • Data Protection: The Provider will ensure that all client and user data is handled in compliance with relevant data protection laws and regulations.

7. End User License Agreement (EULA)

By signing this quote, the Client agrees to the terms and conditions outlined in the New Orchard End User License Agreement (EULA), which includes:

  • License Grant: A limited, non-exclusive, non-transferable license to use the Platform during the pilot period.

  • Intellectual Property: All rights to the Platform, including any modifications or updates, remain with New Orchard. The Client may not reverse engineer, copy, or redistribute the Platform without express permission.

  • Client Data: While Client Data remains the property of the Client, any data generated from using the Platform (Transactional Data) is considered New Orchard’s intellectual property.

  • Sub-Licensing: The Client may grant sub-licenses to businesses engaged during the pilot, subject to the EULA’s restrictions.

The full EULA can be reviewed at https://www.neworchard.com/new-orchard-eula.

8. Termination Clause

  • Termination Rights: Either party may terminate this Agreement with [X] days' written notice if the other party fails to meet its obligations under this Agreement.

  • Consequences of Termination: Upon termination, the Client will pay for any outstanding reports generated and return or destroy any proprietary materials as requested by the Provider.

9. Post-Pilot Options

  • Transition to Full Subscription: After the pilot program, the Client may opt to transition to a full subscription. A discount or other incentives may be offered for early commitment.

  • Evaluation Period: The Client will have [X] days after the pilot ends to evaluate the Platform and decide on further engagement.

10. Legal Terms

  • Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of Tennessee, specifically in Nashville, without reference to its choice of law rules.

  • Dispute Resolution: Any disputes arising from or related to this Agreement shall be resolved through binding arbitration, conducted in Nashville, Tennessee, in accordance with the rules of the American Arbitration Association.

  • Limitation of Liability: New Orchard’s liability under this Agreement shall be limited to the fees paid by the Client during the pilot period. New Orchard shall not be liable for any indirect, incidental, consequential, or special damages, including but not limited to lost profits or business interruption, arising out of or in connection with the use of the Platform.

  • Indemnification: The Client agrees to indemnify, defend, and hold harmless New Orchard, its affiliates, and their respective officers, directors, employees, and agents from and against any and all claims, liabilities, damages, and expenses (including reasonable attorneys' fees) arising out of or in connection with the Client’s use of the Platform or breach of this Agreement.