The Product contains valuable, confidential, trade secret information owned by Company. The Recipient desires to test and evaluate the Product’s suitability for use in its business.
NOW, THEREFORE, in consideration of the promises set forth herein, the
parties hereto agree as follows:
Company agrees to provide Recipient the Product and Recipient accepts the Product, subject to the terms of this Agreement. Recipient agrees to test and evaluate the Product as provided herein, report to company with respect to the usefulness and functionality of Product and return the Product to company at the conclusion of the Beta Test, all pursuant to this Agreement.
A. As used herein, the “Confidential Information” of a Party will mean any and all technical and non-technical information disclosed by such Party (the “Disclosing Party”) to the other Party (the “Receiving Party”), which may include without limitation: (a) Patent and Patent applications. (b) Trade Secrets. (c) Proprietary and Confidential information, ideas, techniques, sketches, drawings, works of authorship, models, inventions, know-how, processes, apparatuses, equipment, algorithms, software programs, software source documents, and formulae related to the current, future and proposed products and services of each of the Parties, such as information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, investors, employees, business and contractual relationships, business forecasts, sales and merchandising, marketing plans. (d) All other information that the Receiving Party knew or reasonably should have known, was the Confidential Information of the Disclosing Party.B. Recipient also agrees that it shall not duplicate, translate, modify, copy, printout, disassemble, decompile or otherwise tamper with the Product or any firmware, circuit board or software provided therewith.
Recipient acknowledges that Recipients shall have only a limited, non-exclusive,
nontransferable license to use the Product for a period not to exceed our Beta Test period (December 2019). Recipient acknowledges and agrees that it will not use the Product for any purpose that is illegal. Because the Product is a “Beta Test” version only and is not error or bug free, Recipient agrees that it will use the Product carefully and will not use it in any way which might result in any loss of its or any third party’s property or information. Company will waive software fees, training and implementation fees, however, recipients can transact on the product for services as it relates to entity formations, entity maintenance and/or physical merchandise.
Recipient shall report to Company, as soon as practical, any perceived defect in the Product and following the discovery of any material defect, shall terminate its use of the Product. At the conclusion of the Beta Test, Recipient shall provide to Company an evaluation of the Product including both positive and negative aspects.
Recipient may terminate this Agreement at any time prior to the expiration of the Beta Test by returning the Product including all Confidential Information and copies thereof, to Company, along with its evaluation report. Company may terminate this Agreement upon notice to Recipient, subject to Recipient’s obligation to return the Product, Confidential Information and all copies thereof. The obligations of Recipient in Section 2 above shall survive the termination of this Agreement. If not earlier terminated, this Agreement shall terminate automatically Upon the end of the period set forth in Section 3 and following Recipient’s return
of the Product and the Confidential Information. Upon termination, Recipient agrees to remove from Recipient’s computer any files related to the product.
- Company’s Warranties
Company represents and warrants that it has the requisite right and legal authority to grant the license and provide the Product and the Confidential Information as contemplated by this Agreement. Company MAKES NO OTHER WARRANTY, EXPRESS OR IMPLIED, WITH RESPECT TO THE PRODUCT OR ANY OTHER CONFIDENTIAL INFORMATION AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Company’s SOLE LIABILITY FOR BREACH OF THE REPRESENTATION AND WARRANTY ABOVE, AND RECIPIENT’S SOLE REMEDY, SHALL BE THAT Company SHALL INDEMNIFY AND HOLD RECIPIENT HARMLESS FROM AND AGAINST ANY LOSS, SUIT, DAMAGE, CLAIM OR DEFENSE ARISING OUT
OF BREACH OF THE REPRESENTATION AND WARRANTY, INCLUDING REASONABLE ATTORNEYS’ FEES.
- Governing Law
This Agreement is to be governed by, construed and enforced according to the laws of the State of California.
- No Assignment
Recipient may not assign this Agreement without the prior written consent of Company. This Agreement shall be binding upon and inure to the benefit of the parties and their respective administrators, successors and assigns.
Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
- Final Agreement
This Agreement terminates and supersedes all prior understandings or agreements on the subject matter hereof. This Agreement may be modified only by a further writing that is duly executed by both parties.
The parties agree that they will use their best efforts to amicably resolve any dispute arising out of or relating to this Agreement. Any controversy claims or dispute that cannot be so resolved shall be settled by final binding arbitration in
accordance with the rules of the American Arbitration Association and judgment upon the award rendered by the arbitrator or arbitrators may be entered in any court having jurisdiction thereof. Any such arbitration shall be conducted in the city where the Company’s headquarters are located or such other place as may be mutually agreed upon by the parties. Within fifteen (hereinafter referred to as “15) days after the commencement of the arbitration, each party shall select one person to act as
arbitrator and the two arbitrators so selected shall select a third arbitrator within ten (hereinafter referred to as “10) days of their appointment. Each party shall bear its own costs and expenses and an equal share of the arbitrator’s expenses and administrative fees of arbitration.