Non-Disclosure Agreement Beta Tester

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}} (the “Effective Date”), by and between:

{{company_name}}, a company duly incorporated under the laws of {{country_of_incorporation}}, with its principal place of business at {{company_address}} (hereinafter referred to as “Disclosing Party”), and

{{beta_tester_name}}, residing at {{beta_tester_address}} (hereinafter referred to as “Receiving Party”).

The Disclosing Party and the Receiving Party are hereinafter collectively referred to as the “Parties” and individually as a “Party”.

RECITALS

WHEREAS, the Disclosing Party is developing a pre-release product/service currently known as “{{product_name}}” (hereinafter referred to as the “Beta Product”), which the Disclosing Party intends to make available to the public in the future, and further details of which are considered confidential information.

WHEREAS, the Receiving Party is desirous of participating in a beta test program to evaluate and test the Beta Product and provide feedback thereon.

WHEREAS, in connection with the Receiving Party’s participation in the beta test program, the Disclosing Party may disclose certain confidential and proprietary information to the Receiving Party, and the Receiving Party agrees to protect such information in accordance with the terms of this Agreement.

DEFINITION OF CONFIDENTIAL INFORMATION

“Confidential Information” shall mean any and all technical and non-technical information disclosed by the Disclosing Party to the Receiving Party, in any form, including without limitation, oral, written, graphical or electronic, which is proprietary to the Disclosing Party, including without limitation: (i) the Beta Product, its features, functionality, and performance; (ii) marketing plans, business plans, financial information, and sales information; (iii) computer programs, code, algorithms, inventions, innovations, know-how, processes, and designs; (iv) research, development, and strategies; (v) any other information which is identified as confidential at the time of disclosure or which, by its nature, would reasonably be understood by the Receiving Party to be confidential.

Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the Receiving Party; (b) was in the Receiving Party’s lawful possession prior to the time of disclosure by the Disclosing Party; (c) is lawfully disclosed to the Receiving Party by a third party without restriction on disclosure; or (d) is independently developed by the Receiving Party without use of or reference to the Disclosing Party’s Confidential Information.

OBLIGATIONS OF RECEIVING PARTY

The Receiving Party agrees to: (a) hold the Confidential Information in strict confidence and take all reasonable precautions to protect such information; (b) not disclose or divulge the Confidential Information to any third party without the prior written consent of the Disclosing Party; (c) not use the Confidential Information for any purpose other than for the purpose of testing the Beta Product as contemplated by this Agreement; (d) restrict access to the Confidential Information to those of its employees, contractors, or agents who need to know such information for the purpose of carrying out the beta test, and who have entered into a written agreement with the Receiving Party at least as protective of the Confidential Information as this Agreement; and (e) immediately notify the Disclosing Party upon discovery of any unauthorized use or disclosure of Confidential Information.

RETURN OF CONFIDENTIAL INFORMATION

Upon the Disclosing Party’s request, or upon termination of the beta test program, the Receiving Party shall promptly return to the Disclosing Party all Confidential Information and all documents and materials containing such Confidential Information (including all reproductions thereof) or, at the Disclosing Party’s option, destroy all such Confidential Information and provide written certification of such destruction.

TERM

This Agreement shall commence on the Effective Date and shall continue in full force and effect until the earlier of: (a) {{number_of_months}} months from the Effective Date; or (b) the public release of the Beta Product; or (c) termination by either Party with {{notice_period}} days’ written notice.

GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and construed in accordance with the laws of {{country_name}}. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity, or termination, shall be referred to and finally resolved by the courts of {{city}}, {{country_name}}.

ENTIRE AGREEMENT

This Agreement constitutes the entire agreement between the Parties concerning the subject matter hereof and supersedes all prior agreements, understandings, negotiations, and discussions, whether oral or written, of the Parties. No amendment, modification, or waiver of any provision of this Agreement shall be effective unless in writing and signed by both Parties.

SIGNATURES

IN WITNESS WHEREOF, the Parties have executed this Agreement as of the Effective Date.

_____________________________

By: {{disclosing_party_representive_name}}

Title: {{disclosing_party_representive_title}}

Company: {{company_name}}

Date: {{date}}

_____________________________

By: {{beta_tester_name}}

Date: {{date}}