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Non-Disclosure Agreement Beta Tester

This Non-Disclosure Agreement (NDA) is for use when engaging a beta tester for new software, product, or service to protect confidential information shared during the testing phase. It ensures the tester understands their obligations regarding secrecy and intellectual property.

Updated 15d ago
NDANon-Disclosure AgreementBeta TesterConfidentialitySoftware TestingProduct DevelopmentIntellectual PropertySouthern Africa

Company Letterhead

{{company_name}}

{{company_address}}

Phone: {{phone}}

Email: {{email}}

Website: {{website}}

NON-DISCLOSURE AGREEMENT (BETA TESTER)

This Non-Disclosure Agreement (hereinafter referred to as the 'Agreement') is entered into on this {{date_of_agreement}} day of {{month_of_agreement}}, {{year_of_agreement}}, by and between:

{{company_name}} (hereinafter referred to as the 'Disclosing Party'), a company duly registered under the laws of {{country_of_registration}}, with its principal place of business located at {{company_address}};

AND

{{tester_name}} (hereinafter referred to as the 'Receiving Party'), residing at {{tester_address}}, with Identification Number {{tester_id_number}}.

1. Purpose

The Disclosing Party is developing a {{product_service_name}} (hereinafter referred to as the 'Product') and wishes to disclose certain confidential and proprietary information to the Receiving Party for the purpose of beta testing the Product (hereinafter referred to as the 'Purpose').

2. Confidential Information

2.1. 'Confidential Information' shall mean any and all technical and non-technical information provided by the Disclosing Party to the Receiving Party, whether in written, oral, visual, electronic or other form, including but not limited to, the Product itself (in whole or in part), its features, functionality, design, specifications, marketing plans, business plans, financial information, intellectual property, trade secrets, software code (source and object), documentation, algorithms, discoveries, improvements, data, technology, and any other information designated as confidential by the Disclosing Party, or which, by its nature, would reasonably be understood to be confidential.

2.2. Confidential Information does not include information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to 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 Disclosing Party's Confidential Information; or (d) is rightfully obtained by the Receiving Party from a third party without restriction on disclosure.

3. Obligations of Receiving Party

3.1. The Receiving Party agrees to: (a) keep all Confidential Information strictly confidential and secret; (b) use the Confidential Information solely for the Purpose; (c) not disclose or permit the disclosure of any Confidential Information to any third party without the prior written consent of the Disclosing Party; (d) protect the Confidential Information with at least the same degree of care as it uses to protect its own confidential information, but in no event less than a reasonable degree of care; (e) restrict access to Confidential Information to those of its employees, agents, or contractors who need to know such information for the Purpose and who are bound by similar confidentiality obligations.

3.2. The Receiving Party shall not copy, reproduce, reverse engineer, decompile, or disassemble any part of the Product or any other Confidential Information, nor attempt to do so.

4. Return of Confidential Information

Upon written request by the Disclosing Party, or upon termination of the beta testing period, the Receiving Party shall immediately return or destroy all Confidential Information (and all copies thereof) received from the Disclosing Party and shall provide written certification of such return or destruction.

5. No License

Nothing in this Agreement grants the Receiving Party any rights, title, or interest in any intellectual property of the Disclosing Party, implied or otherwise, other than the limited right to use the Confidential Information for the Purpose set forth herein.

6. Term and Termination

This Agreement shall commence on the date first written above and shall remain in full force and effect until such time as all Confidential Information disclosed hereunder no longer qualifies as confidential, or until terminated by either party upon {{notice_period}} days' written notice.

Notwithstanding termination, the obligations of confidentiality hereunder shall survive for a period of {{survival_period_years}} years from the date of disclosure of the respective Confidential Information.

7. Remedies

The Receiving Party acknowledges that monetary damages may not be a sufficient remedy for any breach of this Agreement and that the Disclosing Party shall be entitled to seek injunctive relief, specific performance, or any other equitable remedies in addition to any other remedies available at law.

8. 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}} regarding any dispute arising out of or in connection with this Agreement.

9. Entire Agreement

This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all prior agreements, understandings, and representations, whether written or oral. Any modification or amendment to this Agreement must be in writing and signed by both parties.

Signature Block

Agreed and accepted by:

_______________________________

{{company_name}} (Disclosing Party)

Name: {{company_representative_name}}

Title: {{company_representative_title}}

Date: {{signature_date_company}}

_______________________________

{{tester_name}} (Receiving Party)

Name: {{tester_name}}

ID Number: {{tester_id_number}}

Date: {{signature_date_tester}}

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