Agreement Confidentiality Agreement With Trial Period Software Licensee

[COMPANY LETTERHEAD] CONFIDENTIALITY AGREEMENT WITH PROSPECTIVE LICENSEE Date: January 28, 2008 Authorized Recipient: [NAME AND ADDRESS] Re: Terms of Disclosure of Program Upon acceptance of the terms of this letter by your signature below, you are hereby authorized to receive and review [NUMBER] copies of the computer software package known as [PROGRAM NAME],. ("the Program"), which includes (1) a magnetic tape containing object code computer software and (2) related end-user documentation. All right, title, and interest in and to the Program is retained by [specify name of Program owner] ("Company"), and is disclosed to you only for evaluation purposes in accordance with the terms of this letter. The limited right conferred by this letter is nontransferable and is revocable at will by Company. 1. You are granted a personal, nonassignable, nonexclusive, fully revocable license to install the Program in your [ENTER computer by make, model, and serial number] and to use the Program solely for the purpose of evaluating its performance in order to determine whether to enter into the attached Program License Agreement [ENTER OMITTED or ATTACHED]. 2. The Program is provided to you on a confidential basis and is to be used and handled by you only to the limited extent necessary for your internal review in accordance with the limitations herein. The Program is a commercially valuable, proprietary, unpublished product of Company, the design and development of which reflect the efforts of skilled development experts and the investment of considerable time and money. The Program is based on substantial trade secrets of Company, and Company claims and reserves all rights and benefits afforded under federal copyright law and international copyright treaties in the Program as an unpublished work. 3. You are required to devote your best efforts to prevent any use or disclosure of the Program or of any trade secret embodied or reflected in the Program, except to the limited extent necessary for purposes of your internal review of the Program. You consequently agree to ensure that all of your personnel afforded access to the Program or any trade secret embodied or reflected therein protect such material and trade secrets against any improper use or disclosure. You agree that no copies shall be made of the Program or any portion thereof and that you shall not reverse engineer or decompile the object code of the Program into source code. It is understood that the foregoing shall not apply to information that (1) is in the public domain through no fault of your own at the time of its disclosure to you, (2) is independently developed by you or others without reliance on the information, media, and materials provided to you hereunder, or (3) subsequent to disclosure hereunder, is disclosed to you without restriction by a person having the right to make such a disclosure without breach of an obligation of confidentiality. 4. You are required to return the Program, including all portions or copies thereof, to Company upon the earliest of (1) the conclusion of your evaluation of the product, (2) the written demand of Company, or (3) the expiration of [TIME ALLOWED] weeks following the date set forth above. The terms of this letter regarding the protection and security of the Program shall remain in full force and effect for so long as you continue to use, possess, or have access to the Program, including any trade secrets embodied or reflected therein. 5. Company hereby grants you the right and option, exercisable at any time during the [TIME ALLOWED] weeks following the date set forth above, to acquire a nonexclusive license to the Program, upon your execution of the attached Program License Agreement and payment of the fees set forth therein. 6. The Program is provided for evaluation without charge to aid you in your decision and COMPANY SHALL HAVE NO LIABILITY FOR ANY WARRANTY, TRAINING, OR INSTALLATION SERVICES, OR USE OF THE PROGRAM OR ITS OUTPUT IN CONNECTION WITH SUCH EVALUATION. Your sole recourse in the event of any dissatisfaction with the Program is to stop using it and return it. If the terms of this letter are agreeable to you, please sign in the space provided below and return one copy of this letter to the undersigned. For :[Company] For :Recipient: (Please sign above and print name and title here) (Please sign above and print name and title here) Date: January 28, 2008 Date: January 28, 2008