|
1 |
| - ALPHA AND BETA SOFTWARE |
2 |
| - CONFIDENTIAL DISCLOSURE AGREEMENT |
3 |
| -Revised 10/2011 |
4 |
| -This Agreement is made today between Side Effects Software Inc., a corporation |
5 |
| -incorporated under the laws of Ontario, Canada and having a place of business |
6 |
| -at 123 Front Street West, Suite 1401, Toronto ("Side Effects Software") and |
7 |
| -you ("Beta Tester"). |
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| - |
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| -BACKGROUND: |
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| - |
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| -1. Side Effects Software is in the business of developing and marketing certain |
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| - computer graphics software and related materials. |
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| -2. Beta Tester, in order to permit Side Effects Software in refining and |
14 |
| - perfecting such software and materials, has expressed an interest in testing |
15 |
| - certain alpha/beta versions of software more fully described in Schedule A |
16 |
| - (the "Software & Materials"). |
17 |
| -3. Each Animator, as an employee, contractor or agent of the Beta Tester, may |
18 |
| - have access to the Software & Materials and perhaps to other confidential |
19 |
| - information of Side Effects Software such as trade secrets, business or |
20 |
| - product plans, which might be disclosed during the course of the software |
21 |
| - testing (the "Confidential Information"). |
22 |
| -4. Side Effects Software wishes to ensure that the Software & Materials are not |
23 |
| - used by Beta Tester for purposes other than alpha/beta testing and that they |
24 |
| - are not disclosed to any other party without the prior written consent of |
25 |
| - Side Effects Software; |
26 |
| - |
27 |
| -NOW THEREFORE, in consideration of this background and the provision of |
28 |
| -such materials to Beta Tester and other good and valuable consideration (the |
29 |
| -receipt and sufficiency of which are hereby acknowledged), Beta Tester agrees |
30 |
| -with Side Effects Software as follows: |
31 |
| - |
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| -1. Side Effects Software hereby grants to Beta Tester on the terms set out |
33 |
| - herein a personal, non-transferable and non-exclusive license to use the |
34 |
| - object code version of the Software & Materials for its internal operations |
35 |
| - on its computers. Any commercial exploitation of the Software is at the |
36 |
| - Beta Tester's risk. Beta Tester's right to use the Software & Materials is |
37 |
| - limited to those rights expressly set out in this Agreement. Beta Tester |
38 |
| - shall carry out testing of the Software & Materials in accordance with such |
39 |
| - reasonable instructions as Side Effects Software may provide to it from time |
40 |
| - to time. |
41 |
| -2. Beta Tester shall use all reasonable efforts (which shall consist of at |
42 |
| - least the same level of diligence as it uses to protect its own proprietary |
43 |
| - information and trade secrets) to protect the confidentiality of all |
44 |
| - Software & Materials, including all product features, and other Confidential |
45 |
| - Information of Side Effects Software that may come to the attention of or |
46 |
| - knowledge of Beta Tester as a result of undertaking such testing. Beta |
47 |
| - Tester shall not discuss product features or show the Software & Materials |
48 |
| - to anyone. Beta Tester shall not copy, publish, disclose, attempt to |
49 |
| - recreate the source code version of the Software or make any use other than |
50 |
| - as contemplated herein of any of the Software & Material or any such |
51 |
| - Confidential Information. For the purposes hereof, Confidential Information |
52 |
| - shall not include any information that: |
53 |
| - - At the time of such disclosure, is generally available to the public |
54 |
| - through no fault of Beta Tester; |
55 |
| - - Was in possession of Beta Tester without any obligation of confidentiality |
56 |
| - prior to the date hereof and was not acquired directly or indirectly from |
57 |
| - Side Effects Software; or |
58 |
| - - Was received by Beta Tester after the date hereof from a third party who |
59 |
| - imposed no obligation of confidentiality and who did not acquire any such |
60 |
| - information directly or indirectly from Side Effects Software. |
61 |
| -3. Beta Tester shall not communicate or otherwise disclose to Side Effects |
62 |
| - Software during the term of this Agreement any confidential or proprietary |
63 |
| - information of any other third party. |
64 |
| -4. In accepting this Agreement the Beta Tester agrees to test and evaluate the |
65 |
| - Software & Materials and to report all problems, concerns, deficiencies and |
66 |
| - suggestions for improvements to Side Effects Software. A representative from |
67 |
| - Side Effects Software may be contacting Beta Tester weekly for a report. |
68 |
| -5. Upon completion of such testing or at any time on the request of Side |
69 |
| - Effects Software, Beta Tester shall promptly return to Side Effects Software |
70 |
| - all copies of the Software & Materials, as well as any Confidential |
71 |
| - Information, then in its possession or control and shall, if requested, |
72 |
| - provide Side Effects Software with a certificate signed by an authorized |
73 |
| - representative of Beta Tester to such effect from an officer of Beta Tester. |
74 |
| -6. All Software & Materials, as well as any Confidential Information, is |
75 |
| - provided "as is". Side Effects Software makes no representation, warranty or |
76 |
| - guarantee with respect to any such material and assumes no liability for the |
77 |
| - use and performance of any alpha and beta software. Side Effects Software |
78 |
| - reserves the right to alter all aspects of the Software and Documentation |
79 |
| - from one alpha or beta version to the next, including the user interface, |
80 |
| - screen displays, fonts and functionality. |
81 |
| -7. The Software will timeout and cease to function one month after its build |
82 |
| - date, regardless of when it was downloaded or installed. |
83 |
| - |
84 |
| -SCHEDULE A |
85 |
| -SOFTWARE AND MATERIALS |
86 |
| -The following Software and related Materials are bound by the attached Alpha |
87 |
| -and Beta Software |
88 |
| -Test Agreement: |
89 |
| -Software: Houdini Engine for Unreal |
90 |
| -Version: Version 2.0 - alpha |
91 |
| - |
92 |
| -You must accept these terms and conditions to install the Software and |
93 |
| -Materials. |
| 1 | + ALPHA AND BETA SOFTWARE |
| 2 | + CONFIDENTIAL DISCLOSURE AGREEMENT |
| 3 | +Revised 10/2011 |
| 4 | +This Agreement is made today between Side Effects Software Inc., a corporation |
| 5 | +incorporated under the laws of Ontario, Canada and having a place of business |
| 6 | +at 123 Front Street West, Suite 1401, Toronto ("Side Effects Software") and |
| 7 | +you ("Beta Tester"). |
| 8 | + |
| 9 | +BACKGROUND: |
| 10 | + |
| 11 | +1. Side Effects Software is in the business of developing and marketing certain |
| 12 | + computer graphics software and related materials. |
| 13 | +2. Beta Tester, in order to permit Side Effects Software in refining and |
| 14 | + perfecting such software and materials, has expressed an interest in testing |
| 15 | + certain alpha/beta versions of software more fully described in Schedule A |
| 16 | + (the "Software & Materials"). |
| 17 | +3. Each Animator, as an employee, contractor or agent of the Beta Tester, may |
| 18 | + have access to the Software & Materials and perhaps to other confidential |
| 19 | + information of Side Effects Software such as trade secrets, business or |
| 20 | + product plans, which might be disclosed during the course of the software |
| 21 | + testing (the "Confidential Information"). |
| 22 | +4. Side Effects Software wishes to ensure that the Software & Materials are not |
| 23 | + used by Beta Tester for purposes other than alpha/beta testing and that they |
| 24 | + are not disclosed to any other party without the prior written consent of |
| 25 | + Side Effects Software; |
| 26 | + |
| 27 | +NOW THEREFORE, in consideration of this background and the provision of |
| 28 | +such materials to Beta Tester and other good and valuable consideration (the |
| 29 | +receipt and sufficiency of which are hereby acknowledged), Beta Tester agrees |
| 30 | +with Side Effects Software as follows: |
| 31 | + |
| 32 | +1. Side Effects Software hereby grants to Beta Tester on the terms set out |
| 33 | + herein a personal, non-transferable and non-exclusive license to use the |
| 34 | + object code version of the Software & Materials for its internal operations |
| 35 | + on its computers. Any commercial exploitation of the Software is at the |
| 36 | + Beta Tester's risk. Beta Tester's right to use the Software & Materials is |
| 37 | + limited to those rights expressly set out in this Agreement. Beta Tester |
| 38 | + shall carry out testing of the Software & Materials in accordance with such |
| 39 | + reasonable instructions as Side Effects Software may provide to it from time |
| 40 | + to time. |
| 41 | +2. Beta Tester shall use all reasonable efforts (which shall consist of at |
| 42 | + least the same level of diligence as it uses to protect its own proprietary |
| 43 | + information and trade secrets) to protect the confidentiality of all |
| 44 | + Software & Materials, including all product features, and other Confidential |
| 45 | + Information of Side Effects Software that may come to the attention of or |
| 46 | + knowledge of Beta Tester as a result of undertaking such testing. Beta |
| 47 | + Tester shall not discuss product features or show the Software & Materials |
| 48 | + to anyone. Beta Tester shall not copy, publish, disclose, attempt to |
| 49 | + recreate the source code version of the Software or make any use other than |
| 50 | + as contemplated herein of any of the Software & Material or any such |
| 51 | + Confidential Information. For the purposes hereof, Confidential Information |
| 52 | + shall not include any information that: |
| 53 | + - At the time of such disclosure, is generally available to the public |
| 54 | + through no fault of Beta Tester; |
| 55 | + - Was in possession of Beta Tester without any obligation of confidentiality |
| 56 | + prior to the date hereof and was not acquired directly or indirectly from |
| 57 | + Side Effects Software; or |
| 58 | + - Was received by Beta Tester after the date hereof from a third party who |
| 59 | + imposed no obligation of confidentiality and who did not acquire any such |
| 60 | + information directly or indirectly from Side Effects Software. |
| 61 | +3. Beta Tester shall not communicate or otherwise disclose to Side Effects |
| 62 | + Software during the term of this Agreement any confidential or proprietary |
| 63 | + information of any other third party. |
| 64 | +4. In accepting this Agreement the Beta Tester agrees to test and evaluate the |
| 65 | + Software & Materials and to report all problems, concerns, deficiencies and |
| 66 | + suggestions for improvements to Side Effects Software. A representative from |
| 67 | + Side Effects Software may be contacting Beta Tester weekly for a report. |
| 68 | +5. Upon completion of such testing or at any time on the request of Side |
| 69 | + Effects Software, Beta Tester shall promptly return to Side Effects Software |
| 70 | + all copies of the Software & Materials, as well as any Confidential |
| 71 | + Information, then in its possession or control and shall, if requested, |
| 72 | + provide Side Effects Software with a certificate signed by an authorized |
| 73 | + representative of Beta Tester to such effect from an officer of Beta Tester. |
| 74 | +6. All Software & Materials, as well as any Confidential Information, is |
| 75 | + provided "as is". Side Effects Software makes no representation, warranty or |
| 76 | + guarantee with respect to any such material and assumes no liability for the |
| 77 | + use and performance of any alpha and beta software. Side Effects Software |
| 78 | + reserves the right to alter all aspects of the Software and Documentation |
| 79 | + from one alpha or beta version to the next, including the user interface, |
| 80 | + screen displays, fonts and functionality. |
| 81 | +7. The Software will timeout and cease to function one month after its build |
| 82 | + date, regardless of when it was downloaded or installed. |
| 83 | + |
| 84 | +SCHEDULE A |
| 85 | +SOFTWARE AND MATERIALS |
| 86 | +The following Software and related Materials are bound by the attached Alpha |
| 87 | +and Beta Software |
| 88 | +Test Agreement: |
| 89 | +Software: Houdini Engine for Unreal |
| 90 | +Version: Version 2.0 - alpha |
| 91 | + |
| 92 | +You must accept these terms and conditions to install the Software and |
| 93 | +Materials. |
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