"Riposte" - Non Disclosure Agreement
PEGHOLE
Beta Test Site Software Agreement
This Agreement between Peghole BV., Coolsingel 211, 3011 KB, Rotterdam, The Netherlands ("Peghole") and the person or company identified below ("Licensee"), is effective as of the date of full and correct completion by Licensee and receipt by Peghole ("Effective Date").
Licensee desires to evaluate and Peghole agrees to provide for evaluation the unreleased software and related documentation identified below ("Software"). Licensee and Peghole therefore agree as follows:
1.0 Confidential Information and Scope of Use
Licensee agrees that the Software, specifications, documentation and any other information related thereto, including the existence, features and capabilities of the Software collectively "Confidential Information) shall not be disclosed to third parties and shall only be disclosed and used within Licensee's own organization for evaluation purposes and discussion with Peghole.
2.0 Licensee Obligations.
Licensee agrees to evaluate the Software, to report any problems with the Software to Peghole, and to respond to Peghole's questions concerning Licensee's use of the Software.
3.0 Warranty Disclaimer.
Licensee acknowledges that the Software is a pre-release version, does not represent a final product, and may contain bugs, errors and other problems that could cause system failures. Consequently, Licensee agrees that the Software is provided "AS IS", and acknowledges that PEGHOLE MAKES NO EXPRESS, IMPLIED, OR STATUTORY WARRANTY OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR PURPOSE. IN NO EVENT SHALL PEGHOLE BE LIABLE TO LICENSEE OR ANY THIRD PARTY FOR DAMAGES, INCLUDING LOST PROFITS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES, EVEN IF PEGHOLE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. LICENSEE BEARS ALL RISKS OF PERFORMANCE OF THE SOFTWARE. SHOULD THE SOFTWARE PROVE DEFECTIVE, LICENSEE SHALL ASSUME ANY COSTS OF CORRECTION.
4.0 Term and Termination.
4.1 Licensee's obligations with respect to the Confidential Information shall terminate when Licensee receives notice from Peghole that Licensee can disclose the Confidential Information to the public, or the Confidential Information is disclosed to the public by Peghole.
4.2 (a) Licensee may terminate the license at any time by notifying Peghole in writing.
(b) Peghole may terminate the license immediately if Licensee fails to comply with any term or condition of this Agreement, or for any reason on fifteen (15) days prior notice.
(c) Upon termination, Licensee will promptly return or destroy the Software and related documentation together with all copies or modifications in any form. The provisions of Paragraphs 1,3, 4.1, 5 and 6 shall survive any termination of this Agreement.
5.0 Proprietary Rights.
All materials furnished to Licensee by Peghole which are the property of Peghole shall remain the property of Peghole.
6.0 Export.
Licensee agrees that it will not export the Software in any form without the appropriate Dutch and/or foreign government licenses and the permission of Peghole.
7.0 General Provisions.
7.1 This Agreement shall be governed in all respects by the laws of the State of California
7.2 Notices between the parties shall be by personal delivery, facsimile, e-mail or certified mail, return receipt requested, and shall be deemed given upon receipt at the address of the party or five days after deposit in the mail.
7.3 This Agreement sets forth the entire agreement and understanding of the parties relating to the subject matter herein and merges all prior discussions between them.
7.4 ENTERING THE NAME OF THE AUTHORIZED PERSON, BELOW, IS THE LEGAL EQUIVALENT OF SIGNING THIS AGREEMENT ON BEHALF OF LICENSEE.
Software: "Riposte 1.0"
PEGHOLE BV Legal Department Coolsingel 211 3011 KB Rotterdam The Netherlands TEL (010) 206 1008 FAX (010) 206 1007
If you have read the above Non-Disclosure Agreement
and accept its terms, you may continue.
If you have not read the above agreement, or do not
agree with its terms, you may not continue .