SOFTWARE BETA TEST SITE LICENCE AGREEMENT
This Software Beta Test Site Licence Agreement ("Agreement") is entered into between [NAME OF
DEVELOPER / PUBLISHER] ("Licensor") and [NAME OF LICENSEE] ("Licensee").
1. Software Definition
The term “Software” shall mean all computer programs and related documentation described in
Exhibit "A" attached to this Agreement.
2. Acknowledgement of Beta Testing
Licensee and Licensor acknowledge and agree that the Software is a beta test version that may contain
bugs, defects and errors and that the Software is not expected to function fully upon installation.
Licensee and Licensor further acknowledge and agree that the Software is being supplied to Licensee
without charge in exchange for Licensee’s evaluation of the Software.
3. Licence
a. Grant of Licence. Licensor grants Licensee a royalty-free, nonexclusive, non-transferrable
licence to use the Software at the site described in Exhibit "A" hereto, subject to all terms and
conditions of this Agreement and the Test Plan described in Exhibit "B" attached to this
Agreement.
b. Term of Licence. The licence granted by this Agreement shall expire on ________________,
(insert date) unless earlier terminated by either party. Upon expiration of the licence, Licensee
agrees to comply with Subsection 3.e of this Agreement.
c. Termination by Licensee. Licensee may terminate the licence granted by this Agreement by
providing written notice to Licensor stating the effective date of the termination. Licensee
agrees to comply with Subsection 3.e of this Agreement within thirty (30) days of the effective
date the Agreement’s termination by Licensee.
d. Termination by Licensor. At any time after ________________, (insert date) Licensor may
terminate the licence granted by this Agreement by providing written notice to Licensee
stating the effective date of the termination. Licensor agrees to provide Licensee the written
notice at least forty five (45) days prior to the effective date of the termination. Licensee
agrees to comply with Subsection 3.e of this Agreement within thirty (30) days of the effective
date of the Agreement’s termination by Licensor.
e. Return of Software. Upon termination of the licence granted by this Agreement, Licensee
agrees to (i) return to Licensor all copies of the Software, including any copies of computer
programs on magnetic media and any written materials, and (ii) delete from all computer
systems all copies of the Software.
4. Testing
a. Test Plan. Licensor and Licensee agree that Licensee’s evaluation of the Software shall be
conducted in accordance with the Test Plan described in Exhibit "B" of this Agreement.
b. Role of Licensor. In accordance with the Test Plan, Licensor agrees to provide telephone
support to assist Licensee in using and evaluating the Software.
c. Role of Licensee. In accordance with the Test Plan, Licensee agrees to use and evaluate the
Software. Licensee agrees to provide Licensor with periodic reports that fully describe (i) the
results of Licensee’s use and evaluation of the Software, including any defects found in the
Software and any information necessary for Licensor to evaluate such defects, and (ii) any
recommendations for changes or modifications to the Software.
-2-
d. Access to Software. Licensee agrees to allow Licensor, at mutually agreed times, to have
reasonable access to the Software on Licensee’s computer system for the purpose of using,
testing, modifying and correcting the Software.
5. Right of Licensor to Use Licensee’s Evaluation
Licensee agrees that Licensor shall have the right to use, in any manner and for any purpose, any
information gained as a result of Licensee’s use and evaluation of the Software. Such information
shall include but not be limited to changes, modifications and corrections to the Software. Licensor
shall have the right to use, at its sole discretion, all such information, including but not limited to use
by incorporation of such information into computer programs and documentation for assignment,
licence, or other transfer to third parties.
6. No Obligation to Support Software
Except as expressly set forth in Subsection 4.b of this Agreement and the Test Plan, Licensor shall
have no obligation under this Agreement to correct any bugs, defects or errors in the Software or to
otherwise support or maintain the Software.
7. Ownership of Software
Licensee agrees that Licensor owns all rights, title and interest, including but not limited to copyright,
patent, trade secret, and all other intellectual property rights, in the Software and any changes,
modifications or corrections to the Software. If Licensee is ever held or deemed to be the owner of any
copyright rights in the Software or any changes, modifications or corrections to the Software, then
Licensee hereby irrevocably assigns to Licensor all such rights, title and interest and agrees to execute
all documents necessary to implement and confirm the letter and intent of this Section.
8. Confidentiality
a. Acknowledgement of Trade Secrets. Licensee acknowledges that the Software contains valuable
trade secrets and confidential information owned by Licensor, including but not limited to the
development status of the Software, the functionality of the Software, the appearance, content
and flow of the Software’s screens, the method and pattern of user interaction with the
Software, and the content of the Software’s documentation.
b. Restrictions. Licensee agrees that Licensee and its employees shall not, directly or indirectly:
(i) sell, lease, assign, sublicense or otherwise transfer,
(ii) duplicate, reproduce or copy (except to make one backup copy),
(iii) disclose, divulge or otherwise make available to any third party,
(iv) use except as authorised by this Agreement, or
(v) decompile, disassemble or otherwise analyse for reverse engineering purposes,
the Software, including all trade secrets and confidential information therein. Licensee shall
take all reasonable precautions to prevent inadvertent disclosure of the Software, including
all trade secrets and confidential information therein.
c. No Disclosure to Third Parties. Without in any way limiting Subsection 8.b hereof, Licensee
specifically acknowledges and agrees that it shall not permit any third party, nor any
employee, representative or agent thereof, that develops, markets or licenses computer
programs with functionality similar to the functionality of the Software to have access to the
Software or to any trade secrets and confidential information t