Next Seven Again Pty Ltd ACN xxx xxx xxx · Level [00], [Address]
[Suburb] [STATE] [Postcode]
Earth Intelligence – Generational Impact

Pilot / Trial Agreement

A short-form evaluation agreement for time-boxed pilots of the Nxt7a platform. Designed to be lightweight: limited scope, low-friction exit, no liability for production use, with a clear path to a Master Services Agreement if the pilot succeeds.

A · Pilot Summary

Pilot Description

Evaluation of the Nxt7a platform on the in-scope land parcels listed in Annexure 1 to assess biodiversity baseline, reporting workflows, and disclosure outputs.

Pilot Start Date

[DD Month YYYY]

Pilot End Date

[DD Month YYYY] (twelve (12) weeks unless otherwise extended in writing)

Named Users

Up to [N] Client users nominated in writing.

Pilot Fees

[$Nil / $AUD [00,000] ex GST, payable in advance / Offset against a future MSA if executed within 60 days of Pilot End Date].

Success Criteria

As described in Annexure 1.

1 · Platform Access

1. Grant

   For the Pilot Term, Nxt7a grants the Client a non-exclusive, non-transferable, royalty-free right to access and use the Nxt7a platform solely for the Client's internal evaluation of the platform against the Success Criteria.

2. Restrictions

   The Client will not: (a) use the platform for any production, regulated, or revenue-generating purpose; (b) provide access to any third party; (c) benchmark or publish performance results without Nxt7a's prior written consent; (d) reverse-engineer or scrape the platform; or (e) remove proprietary notices.

3. User Numbers

   Only the Named Users may access the platform. The Client may substitute Named Users on written notice to Nxt7a.

2 · Client Obligations

1. Data & Cooperation

   The Client will provide the input data, access, and personnel reasonably required for the pilot, and will respond to Nxt7a requests within five (5) business days. The Client warrants that it has the rights to provide all data it submits to the platform.

2. Feedback

   The Client will provide candid feedback during and at the end of the Pilot Term, including by completing a written end-of-pilot review. The Client grants Nxt7a a perpetual, royalty-free, sublicensable licence to use that feedback to improve the platform, without obligation to attribute or compensate the Client.

3. Acceptable Use

   The Client will comply with Nxt7a's reasonable acceptable-use guidelines and applicable laws when using the platform.

3 · Intellectual Property

1. Nxt7a IP

   The platform and all related Intellectual Property remain owned by Nxt7a. No ownership rights pass to the Client under this Agreement.

2. Client Data

   The Client retains all rights in data it provides. It grants Nxt7a a limited licence to use that data to provide the pilot and to produce aggregated, de-identified analytics for product improvement.

3. Outputs

   Pilot outputs are provided for evaluation only and must not be relied on for regulatory disclosure, financial reporting, or other production purposes without a subsequent commercial agreement.

4 · Confidentiality & Privacy

1. Mutual Confidentiality

   Each party will treat the other's non-public information as confidential and use it only for the pilot. If a separate confidentiality agreement is in place between the parties, that agreement governs and this clause supplements it for pilot-specific information.

2. Privacy

   Each party will comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles in respect of any personal information handled under this Agreement. The Client will not provide Nxt7a with personal information unless reasonably necessary for the pilot.

5 · No Warranties – Pilot Is "As Is"

The Client acknowledges that the platform is provided to it on an "as is" and "as available" basis during the Pilot Term. To the maximum extent permitted by law, Nxt7a excludes all warranties, conditions, and representations not expressly stated in this Agreement, including any implied warranty of merchantability, fitness for a particular purpose, accuracy, or non-infringement. Nothing in this clause excludes any consumer guarantee that cannot lawfully be excluded under the Australian Consumer Law.

6 · Liability

1. Cap

   To the extent permitted by law, Nxt7a's total aggregate liability arising out of or in connection with this Agreement (whether in contract, tort, statute, or otherwise) is capped at the greater of: (a) the Pilot Fees actually paid by the Client; or (b) AUD 5,000.

2. Excluded Losses

   Neither party is liable for any indirect, consequential, special, or punitive loss, or any loss of profit, revenue, opportunity, goodwill, or data, arising out of this Agreement.

3. Carve-outs

   The exclusions and cap do not apply to breach of clause 4 (Confidentiality), liability for death or personal injury caused by negligence, or fraud.

7 · Term & Termination

1. Pilot Term

   This Agreement commences on the Pilot Start Date and ends on the Pilot End Date, unless extended in writing or terminated earlier.

2. Termination For Convenience

   Either party may terminate this Agreement for any reason on ten (10) business days' written notice. Any pre-paid Pilot Fees that relate to a period after the termination date will be refunded on a pro-rata basis.

3. Effect Of Termination

   On expiry or termination: (a) the Client's right to access the platform ceases; (b) Nxt7a will, on Client request, export the Client Data and any pilot outputs at no cost; and (c) each party will return or destroy the other's Confidential Information.

8 · Outcome & Path To Commercial Agreement

Within fifteen (15) business days after the Pilot End Date, the parties will meet to review the Success Criteria. If the parties wish to proceed, they will negotiate in good faith a Master Services Agreement and Statement of Work on terms consistent with Nxt7a's standard form. Neither party is obliged to enter into any further agreement.

9 · General

1. Notices

   Notices must be in writing to the email addresses of the signatories below.

2. Entire Agreement

   This Agreement is the entire agreement between the parties on its subject matter.

3. Counterparts

   This Agreement may be executed in counterparts and by electronic signature.

4. Governing Law

   The laws of New South Wales, Australia govern this Agreement, and the parties submit to the exclusive jurisdiction of the courts of that State.

Annexure 1 – Scope & Success Criteria

In-Scope Parcels

[List parcels / portfolio / region]

Input Data

[Cadastre, existing biodiversity surveys, satellite imagery scope, etc.]

Success Criteria

1. Baseline biodiversity dataset produced for all in-scope parcels by Week 4.
2. Parcel-level assessment outputs available in the platform by Week 8.
3. Draft TNFD-aligned disclosure narrative produced by Week 10.
4. At least [N] Client users certified on the platform by Week 12.

Executed As An Agreement