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PRODUCT EVALUATION AGREEMENT
THIS DOCUMENT REFLECTS THE POLICY OF [COMPANY NAME]
("COMPANY") WITH RESPECT TO THE SUBMISSION TO COMPANY, FOR
PURPOSES OF EVALUATION AND REVIEW, OF COMPUTER SOFTWARE
PRODUCTS AND RELATED MATERIALS (COLLECTIVELY REFERRED TO AS
"MATERIALS") DEVELOPED BY PERSONS OR ENTITIES OTHER THAN
COMPANY, INCLUDING PROPOSED DEVELOPMENT PROJECTS OR
BY YOUR SIGNATURE BELOW, YOU CERTIFY THAT (1) YOU HAVE READ THIS
DOCUMENT AND AGREE TO ITS TERMS AND (2) YOU WILL DISCLOSE AND
DELIVER MATERIALS TO COMPANY ONLY IN ACCORDANCE WITH THE
TERMS HEREOF WITHOUT BREACH OF ANY AGREEMENT AND WITHOUT
INFRINGEMENT OF ANY THIRD-PARTY PROPRIETARY RIGHTS OF ANY KIND.
MATERIALS SUBMITTED TO COMPANY PRIOR TO EXECUTION BY YOU OF A
COPY OF THIS DOCUMENT WILL BE IMMEDIATELY RETURNED TO YOU
UPON REQUEST BY COMPANY. AFTER EXECUTION BY YOU OF A COPY OF
THIS DOCUMENT, ALL MATERIALS SUBMITTED BY YOU TO COMPANY OR
DISCUSSIONS RELATING THERETO BETWEEN YOU AND COMPANY SHALL
BE GOVERNED BY THIS POLICY.
1. Company is interested in learning of computer software products and related
materials that may complement its product offerings. At the same time, Company is
continuously engaged in an active research and development program and market
strategies in which Company has invested and is continuing to invest considerable
time and money in the development and marketing of proprietary computer
software products, as well as improvements and enhancements to Company's
existing product offerings. The results of these efforts may overlap your proposal or
2. Inasmuch as the disclosure to Company of information that is considered by you
or a third party to be confidential could have an adverse impact on Company's
rights in products or ideas arising out of Company's research and development
program or marketing strategies, Company is not interested in obtaining access to
information that is considered by you or a third party to be confidential, unless
Company affirmatively acts, on an exception basis as indicated in Section 3 below,
to enter into an appropriate confidentiality agreement.
3. Company's intention in obtaining access to the Materials is solely to conduct an
evaluation of such Materials in order to determine whether Company has an interest
in acquiring rights in such Materials. If, after review and evaluation of the Materials
submitted in accordance with this policy, Company is interested in further review
and evaluation, and if both you and Company agree to the disclosure by you of
further information considered by you or a third party to be confidential, Company
will enter into a written confidentiality agreement prior to your disclosure to
Company of such confidential information.
4. In the absence of such a confidentiality agreement, you agree that no obligation
of confidentiality or limitation of use is imposed with respect to the Materials
furnished. Company shall have the right to use any ideas, concepts, know-how, or
techniques contained in or relating to the Materials. You will only retain rights you
may have in the Materials under federal patent or copyright law.
5. You agree that Company assumes no obligation to (1) return the Materials
submitted by you, (2) compensate you in any way for the use of the Materials in
accordance with the intentions specified herein, (3) proceed with negotiations of
any kind respecting the Materials, or (4) furnish you with any information
respecting the results of Company's evaluation or its reasons for not proceeding
6. Although Company intends to conduct its evaluation as expeditiously as
possible, factors beyond the scope of the technical merits of the Materials provided
must be considered. Therefore, Company cannot promise that it will respond to you
within a fixed time period. In the interim, Company encourages you to pursue other
opportunities that may present themselves to you with respect to the Materials
provided to Company.
7. You agree that you will not mention or use the potential interest of Company
with respect to any material submitted to Company in any promotional activity nor
disclose to any other person that Company is evaluating the Materials.
8. You agree that the terms of this policy shall control the rights and obligations of
Company and you respecting the Materials, however disclosed or provided to
Company, including verbal disclosure thereof, notwithstanding any legends,
markings, or other restrictions embodied in, attached to, or accompanying such
Materials. The terms of this policy may not be amended or superseded except by a
written amendment that refers to this document and is signed by both parties. This
policy shall be governed and construed in accordance with the laws of the State of
If the terms of this policy are acceptable, please sign and return one copy of this document
to Company prior to submission of the Materials that you desire to have evaluated.
Agreed and Accepted:
For [COMPANY NAME]: For [PROVISIONING PARTY]:
(Please sign above and print name and (Please sign above and print name and
title here) title here)
Date: August 20, 2012 Date: August 20, 2012