[From: Free Document Downloads at TheSmallBusinessOwnersManual.com] This document should be used as a product evaluation agreement. The following text of this document should be reviewed and edited to fit your purposes. [Find, then fill-in, or delete text in brackets like this: “[NNN]” If there are dates in this document, they will automatically change to today’s date. For additional assistance mailto:LegalHelp@TheSmallBusinessOwnersManual.com or call 888/872-6601. Otherwise the following text should be reviewed and edited as needed: 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 MARKETING PLANS. 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. COMPANY 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 submission. 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 further. 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 [STATE]. 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 title here) Date: May 1, 2008 (Please sign above and print name and title here) Date: May 1, 2008