Proof-of-Concept Terms That Protect the Buyer

The vendor said they only needed a few real files so the secretary would believe the demo. Someone exported last month's scholarship list. There was no PoC agreement, or there was a two-page trial that licensed the vendor to improve their services. The pilot ended when the secretary clapped. The list did not. It was now training data, support-ticket data, or a screenshot in a foreign Slack. The department still had not floated a tender.

Proof-of-concept terms are how you try a stack without appointing a processor by accident and without writing a single-source specification by habit. CVC-facing integrity risk starts here: a PoC vendor who then authors the RFP. DPDP-facing risk starts here too: purpose, processors, and copies you cannot see.

This template is short on purpose. If the vendor will not sign a short paper, they will not honour a long one. It is not legal advice and it is not a substitute for your counsel's DPA form.

Five non-negotiables

No production personal data. Use synthetic or properly redacted items. If someone says the model must see real Aadhaar-seeded lists to work, they are asking to start production without a contract. Refuse.

A data-processing agreement or equivalent schedule. Even a PoC that claims to use only non-personal files should say what happens if personal data is pasted by mistake. Name fiduciary and processor. Name subprocessors, including model hosts.

An end date. Thirty to ninety days is a PoC. Open-ended until leadership is happy is a free production. No training or improvement rights on anything the department provides or that users type. No safety exception that ships content to a global review queue unless you have written that queue into the file and accepted it — which, for a government PoC, you usually should not.

Return or delete at the end date, with a dated certificate covering tickets, logs, embeddings and subprocessors. Keep your own copy of prompts and scores. You will need them for the RFP test.

PoC clause sheet.

Clause	Buyer text (intent)	Reject
Purpose	Evaluate fitness against listed workflow cards only	Explore synergy / digital transformation
Data	Synthetic or redacted pack supplied by us; no production personal data	Customer will provide necessary data
DPA	Attached; we are fiduciary; vendor is processor	Standard privacy policy URL
Term	Starts on date; ends on date; one written extension max	Continues until converted
Training	None; no improvement; no affiliate use	May use to improve the service
Exit	Delete / return; certificate; we keep scores	Vendor may retain anonymised data
No RFP authorship	Vendor will not draft our specification or matrix	Vendor will support tender documentation
No preference	PoC does not create a PAC or a marked advantage	Successful PoC shall be awarded

Integrity: the PoC must not write the exam

If only one firm ran the PoC, they must not draft the statement of work, the evaluation matrix, or the sealed benchmark. If they already did, disclose it and widen the spec. Vendor-written tenders are an integrity risk CVC guidance has worried about for decades. A new noun — agent — does not clean that.

Do not promise award on a successful PoC unless you are honestly on a single-source path with the correct GFR limb. A successful PoC shall be awarded sentence is how you invent a PAC without a PAC file.

Where it runs

Prefer the department's staging VLAN. A vendor-cloud PoC teaches you almost nothing about isolation and quietly creates copies. If you must use their cloud, name the region, the subprocessors, and the delete duty, and still keep personal data out.

No standing support tunnel. No guest Wi-Fi with a production share mounted. The PoC should be slightly inconvenient. Convenience is how files move.

What you owe the vendor

A written pack, a named counterpart, and a decision at the end date: stop, extend once, or float a bid. Do not keep a firm unpaid in a server room for nine months and then complain they used the data to market. Be a serious buyer if you want a serious PoC.

If you will pay for the PoC, say so and compete or record why not. Free PoCs are not always cleaner. They are often paid in data.

Objections you will hear — and what to do with them

These are the lines that stall the file. Answer them in the room, then put the answer in the note. A spoken answer without paper will be forgotten by the next officer.

Without real data the secretary will not believe it.

Then show a redacted real structure or a recorded human process. Belief bought with a live list is not worth the file.

Legal takes months to approve a DPA; the demo is next week.

Then the demo slips, or it uses a pack that needs no DPA because it has no personal data. Calendar pressure is not a lawful basis.

The vendor is DPIIT recognised, so a short email is enough.

DPIIT is eligibility, not a processor contract. Recognition does not delete copies.

We will put the terms in the big contract later.

Later is after the copies exist. PoC terms are for the copies you are about to create.

A ten-day PoC paper

1. Day 1: decide the two workflow cards the PoC may touch.
2. Day 2–4: build the synthetic or redacted pack. Stop if someone offers a live extract.
3. Day 5–6: attach DPA, end date, training ban, delete duty, no-RFP-authorship, no-award promise.
4. Day 7: vendor signs or there is no PoC.
5. Day 8–10: run on staging, score, end. Diary the float or the stop.

How this shows up in the file

Subject: Terms for the proposed agent proof-of-concept.

The PoC will use only the attached non-production pack, for the listed cards, until the stated end date. A processing schedule is attached. Training and improvement rights are refused. On or before the end date the vendor will return or delete remaining copies, including tickets, embeddings and subprocessors, and certify. The PoC creates no award right and no licence to draft our tender. This note is not legal advice.

Two vendors, one pack

A single-vendor PoC is how a later RFP grows that vendor's architecture. If time allows, run two firms on the same redacted pack, the same cards, and the same end date. Score both with the same rubric. The comparison is the point of the PoC. A clap for one demo is not a comparison.

Give both firms the same VLAN rules and the same ban on production personal data. If one firm already has last year's live extract, they are not in the same race. Build a fresh pack or disclose the advantage. CVC-facing fairness starts before the NIT.

When the end date hits, write one page: what each firm showed, what neither showed, and whether you will float, stop, or extend once. That page belongs on the tender file. A PoC that leaves only a secretary's smile will later be cited as if it were an evaluation. It was not.

This article is a field guide for Indian public buyers, not legal, procurement, financial or audit advice. Confirm every citation against the live GFR compilation on doe.gov.in, the relevant DoE procurement manual, GeM terms, CVC guidance and your own counsel before a sentence enters a tender file.

How to put this in the RFP, not the preamble

A P2 Procurement who searches “POC agreement government” is usually drafting or scoring a bid. “Proof-of-Concept Terms That Protect the Buyer” belongs in eligibility, the evaluation matrix, or a numbered annexure. If it only lives in the covering note, L1 will ignore it.

A PoC without an end date, a DPA, a training ban and a delete duty is not a pilot. It is an unpaid production processor with a friendly name. QCBS weights are a choice you must publish before opening. Accuracy is a task plus a dataset, not a slogan. SLAs for agents must name tool-calls, human gates and log export — uptime alone is a hosting metric.

Do not let a vendor write the specification and then bid on it. Record unsolicited proposals. Pay for pilots that touch personal data. Write exit before you write go-live.

1. Move the control from the preamble into a scored or eligibility row.
2. Attach a one-page definition (accuracy, SLA, language, data handling).
3. Require an artefact in the technical bid, not a slide.
4. Extend the bid date if a corrigendum is material.
5. Minute the demo on your data, offline if you claimed air-gap.

Close this loop before the next CAB

Put “Proof-of-Concept Terms That Protect the Buyer” on the next change-advisory or bid-opening agenda as a single line item with an owner. If it cannot earn a line item, it will not earn a control. The owner should be a P2 Procurement, not “the vendor.”

Revisit the item when the model, the GeM term, the region, or the SI changes. “POC agreement government” is not a one-time workshop. It is a watch item. Date the last check. Unsigned watch items are souvenirs.