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. Acknowledgment 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.
a. Grant of Licence. Licensor grants Licensee a royalty-free, nonexclusive, nontransferable 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
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
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.
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.
a. Acknowledgment 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 authorized by this Agreement, or
(v) decompile, disassemble or otherwise analyze 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 therein.
9. No Warranty
Licensee and Licensor agree that the Software is provided “AS IS” and that Licensor makes no warranty