Company Letterhead
{{company_name}}
{{company_address}}
Phone: {{phone}}
Email: {{email}}
Website: {{website}}
NON-DISCLOSURE AGREEMENT (BETA TESTER)
This Non-Disclosure Agreement (the “Agreement”) is made and entered into as of {{date_of_agreement}} (the “Effective Date”) by and between:
{{company_name}} (Registration Number: {{company_registration_number}}), a company duly incorporated under the laws of {{country_of_incorporation}}, having its principal place of business at {{company_address}} (hereinafter referred to as “Disclosing Party”);
AND
{{beta_tester_name}} (Identification/Passport Number: {{beta_tester_id_number}}), residing at {{beta_tester_address}} (hereinafter referred to as “Receiving Party”).
The Disclosing Party and Receiving Party may collectively be referred to as the “Parties” and individually as a “Party”.
1. Purpose
The Receiving Party is being provided access to certain confidential and proprietary information, products, or services (hereinafter referred to as the “Beta Product”) of the Disclosing Party for the purpose of testing and providing feedback on the Beta Product (the “Purpose”).
2. Definition of Confidential Information
“Confidential Information” means any and all information disclosed by the Disclosing Party to the Receiving Party, directly or indirectly, in writing, orally, visually, electronically, or by any means, concerning the Beta Product, including, but not limited to, software code, designs, algorithms, specifications, documentation, features, functionality, marketing plans, business strategies, financial information, customer data, and any feedback or test results provided by the Receiving Party. Confidential Information shall not include information that: (a) is or becomes publicly available without breach of this Agreement by the Receiving Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party; (c) is independently developed by the Receiving Party without use of or reference to the Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.
3. Obligations of Receiving Party
The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence and protect it from disclosure to any third party; (b) use the Confidential Information solely for the Purpose; (c) not to copy, reproduce, or otherwise duplicate the Confidential Information, in whole or in part, without the prior written consent of the Disclosing Party; (d) restrict access to the Confidential Information to those of its employees, agents, or contractors who need to know such information for the Purpose and who are bound by confidentiality obligations at least as protective as those contained herein; (e) notify the Disclosing Party immediately upon discovery of any unauthorised use or disclosure of Confidential Information.
4. Term of Agreement
This Agreement shall commence on the Effective Date and shall continue in force until {{end_date_of_agreement}} or until terminated earlier in accordance with the provisions of this Agreement. The obligations of confidentiality hereunder shall survive the termination or expiration of this Agreement for a period of {{survival_period_years}} years.
5. Return of Confidential Information
Upon termination or expiration of this Agreement, or upon the written request of the Disclosing Party, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information, including all copies thereof, or destroy such Confidential Information and certify such destruction in writing to the Disclosing Party.
6. No License
Nothing in this Agreement shall be construed as granting any rights or licenses to the Receiving Party, by implication or otherwise, to any patents, copyrights, trademarks, trade secrets, or other intellectual property rights of the Disclosing Party, except as expressly provided for the Purpose.
7. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with the laws of {{country_of_governing_law}}. The Parties hereby irrevocably submit to the exclusive jurisdiction of the courts of {{city_of_jurisdiction}} for the resolution of any disputes arising under this Agreement.
8. Entire Agreement
This Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and supersedes all prior discussions, negotiations, and agreements, whether oral or written, between the Parties relating to the subject matter hereof.
9. Severability
If any provision of this Agreement is found to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.
10. Signature Block
IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.
DISCLOSING PARTY:
_____________________________
Name: {{disclosing_party_signatory_name}}
Title: {{disclosing_party_signatory_title}}
Date: {{disclosing_party_signature_date}}
RECEIVING PARTY:
_____________________________
Name: {{receiving_party_signatory_name}}
Title: {{receiving_party_signatory_title}} (if applicable)
Date: {{receiving_party_signature_date}}
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