Fill and Sign the Non Disclosure Form

Beta Tester Non-Disclosure Agreement Agreement made on the _________________ (date) , between ____________________ (Name of Tester) of ___________________________________________________________ _____________________________________ (street address, city, state, zip code) , referred to herein as Tester , and ____________________ (Name of Software Owner) , a corporation organized and existing under the laws of the state of ______________, with its principal office located at ____________________________________________________________________ ___________________ (street address, city, state, zip code) , referred to herein as Company . Whereas, Tester has agreed to evaluate a pre-release version of the software product known as _______________________ (Name of Software) , hereinafter called the Software and keep the Company aware of the results of that evaluation; and Whereas, Tester has agreed not to disclose the proprietary information belonging to the Company which includes, but is not limited to, software, documentation, and correspondences, which has not been publicly made available by the Company; Now, therefore, for and in consideration of the mutual covenants contained in this Agreement, and other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows: 1. Company Obligations Company shall provide Tester with a copy of the Software and any necessary documentation and instruct Tester on how to evaluate the Software and obtain the desired test data. Upon satisfactory completion of the testing, the Company shall furnish Tester with one free copy of the production version of the Software (or specify some other form of compensation). Tester shall be entitled to the same benefits to which regular purchasers of the Software will be entitled. 2. Tester Obligations Tester shall evaluate the Software under normally expected operating conditions in Tester's environment during the beta test period. Tester shall gather and report test data as mutually agreed upon with the Company. 3. Confidential Information Tester acknowledges that the Software is proprietary to, and a valuable trade secret of, the Company and is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall treat the Software in the strictest confidence. Tester agrees that it will not, without the Company's prior written consent: A. Disclose any technical specifications, documentation, example programs, performance data or other information related to the Software to any third party without the express permission of the Company until such time that the Company publicly discloses the confidential information protected by this Agreement; B. Copy any portion of the Software or documentation, except to the extent necessary to perform the beta testing; or C. Reverse engineer, decompile or disassemble the Software or any portion of it. The Tester also agrees to employ all steps necessary to protect the Software from unauthorized disclosure or use, including without limitation, all steps the Tester uses to protect information he considers proprietary and a trade secret. 4. Software Redistribution Tester understands and acknowledges that the Software is provided for its own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Company's trade secrets to Tester. Tester may not sell or transfer any portion of the Software, including but not limited to its components, libraries or examples, to any third party or use the Software in any manner to produce, market or support its own products. Tester shall clearly identify the Software as the Company's property. 5. Export Controls Tester understands and acknowledges that the Software contains strong encryption technology that supports symmetric key lengths greater than 64 bits, and is governed by export restrictions as regulated by the United States Bureau of Industry and Security, Department of Commerce. Tester affirms that he is a national or resident of the United States, and agrees that no part of this pre-release Software may be exported outside of the United States. 6. Disclaimer of Warranty Tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, Tester is advised not to rely exclusively on the Software for any reason. Tester waives any and all claims it may have against the Company arising out of the performance or non-performance of the Software. THE SOFTWARE IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. 7. Limitation of Liability Company shall not be responsible for any loss or damage to Tester or any third parties caused by the Software or by the Company's performance of this Agreement. THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT. 8. No Assignments This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement. 9. Return of Software and Materials Upon the conclusion of the testing period or at the Company's request, Tester shall immediately delete all copies of the Software and any related materials from all computer systems that the Software was installed on. Any physical materials that were provided to the Tester, including installation discs and documentation, must be returned to the Company within Ten (10) working days. 10. Severability The invalidity of any portion of this Agreement will not and shall not be deemed to affect the validity of any other provision. If any provision of this Agreement is held to be invalid, the parties agree that the remaining provisions shall be deemed to be in full force and effect as if they had been executed by both parties subsequent to the expungement of the invalid provision. 11. No Waiver The failure of either party to this Agreement to insist upon the performance of any of the terms and conditions of this Agreement, or the waiver of any breach of any of the terms and conditions of this Agreement, shall not be construed as subsequently waiving any such terms and conditions, but the same shall continue and remain in full force and effect as if no such forbearance or waiver had occurred. 12. Governing Law This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of _______________. 13. Notices Unless provided herein to the contrary, any notice provided for or concerning this Agreement shall be in writing and shall be deemed sufficiently given when sent by certified or registered mail if sent to the respective address of each party as set forth at the beginning of this Agreement. 14. Attorney’s Fees In the event that any lawsuit is filed in relation to this Agreement, the unsuccessful party in the action shall pay to the successful party, in addition to all the sums that either party may be called on to pay, a reasonable sum for the successful party's attorney fees. 15. Mandatory Arbitration Any dispute under this Agreement shall be required to be resolved by binding arbitration of the parties hereto. If the parties cannot agree on an arbitrator, each party shall select one arbitrator and both arbitrators shall then select a third. The third arbitrator so selected shall arbitrate said dispute. The arbitration shall be governed by the rules of the American Arbitration Association then in force and effect. 16. Entire Agreement This Agreement shall constitute the entire agreement between the parties and any prior understanding or representation of any kind preceding the date of this Agreement shall not be binding upon either party except to the extent incorporated in this Agreement. 17. Modification of Agreement Any modification of this Agreement or additional obligation assumed by either party in connection with this Agreement shall be binding only if placed in writing and signed by each party or an authorized representative of each party. WITNESS our signatures as of the day and date first above stated. ____________________________ (Name of Company) ________________________ By:____________________________ (P rinted Name of Tester) ____________________________ ________________________ (P rinted name & Office in Corporation) (Signature of Tester) ____________________________ (Signature of Officer)