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Beta Test Agreement Page 3 of 3 revised: 2011-11-11 Update. Consolidate. Maintain. Pilot Study Agreement THIS IS AN AGREEMENT dated ______________________, 2_____ by and between BASHPOLE SOFTWARE, INC., an Indiana corporation with an office at 8791 E. Wesley Ln., North Webster, IN 46555 (herein sometimes called “Company”) and _________________________________________ (herein sometimes called “Beta Tester”). BACKGROUND: Company has developed a software program called “UpdentityTM” which among other things automates the process of updating contact lists, e.g., address, phone number, email, etc. Beta Tester has a contact list of approximately ____________________________________ persons. Beta Tester wants to update said contact list and agrees to permit Company to update said list as a “beta test” of Updentity in accordance with the provisions of this Agreement. FOR AND IN CONSIDERATION OF THE PREMISES HEREOF, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, intending to be legally bound by this Agreement, Company and Beta Tester agree as follows: 1. The List. Beta Tester wants to update its current contact list of approximately ___________________________ persons (the “List”). 2. Updentity. Company has developed a software program (called “UpdentityTM”) with the capability of automating the process of updating contact lists, including for example street addresses, phone numbers, and email addresses. 3. Beta Test. Beta Tester understands and acknowledges that UpdentityTM is a new program and not yet in commercial use. As a “Beta Test” of UpdentityTM, Beta Tester agrees to permit Company to use UpdentityTM to update the List in accordance with the provisions of this Agreement. 4. Compensation. Company and Beta Tester agree that Company will use UpdentityTM to update the List one time at Company’s sole expense, without fees or any other charges to Beta Tester. 5. Beta Test Procedure. The Beta Test will proceed as follows: a. Beta Tester will provide Company with a copy of the List in a comma separated values (“CSV”) file format (the “Source File”), with proper identification of the field formats and identification in the Source File; b. Starting on or about ______________________________, 2_____, Beta Test Agreement Page 3 of 3 revised: 2011-11-11 Beta Tester will direct _____________________________________________ to use their best efforts to work closely with and cooperate with Company’s representative, Anirban Bhattacharyya, in the conduct of the Beta Test; c. Company will cause UpdentityTM to update the List as best it can; d. Company will put the updated List in a CSV format file with records and fields in the same formats as in the Source File (the “Updated List”); e. Company will compare contents of the Source File with the Updated List to determine how many updates were made to the List; and f. Promptly upon completion of the Beta Test, Company will: i. deliver to Beta Tester a brief report of the results of the Beta Test; and ii. provide Beta Tester with access to the Updated List in UpdentityTM to enable Beta Tester to browse the data in the Updated List and browse the features of UpdentityTM for so long as Beta Tester continues in the UpdentityTM beta test program. 6. Use of Beta Test Results. In exchange for the free update of the List by Company, Beta Tester agrees that: a. Company is permitted to publish results of the Beta Test, including without limitation in promotional and sales materials and directly to prospective clients of Company; b. Company is authorized to use the name “_______________________________” in published results of the Beta Test and in promotional or other communications in connection with UpdentityTM or the Beta Test; c. Beta Tester is not entitled to payment for use of the Beta Test results or the name in section 6.b pursuant to and in accordance with this Agreement; and d. Beta Tester will not apply or use the Updated List for any purpose beyond internal review. The review period shall not exceed two months from the time the Updated List is delivered to Beta Tester. 7. Early Adopter Opportunity. Upon completion of the Beta Test in accordance with this Agreement, Company will offer, but not require, Beta Tester a license to continue to use UpdentityTM that includes normal usage of the Updated List and no-charge access to the Updentity system until certain milestones (to be determined) are reached, at which time Beta Tester will consent to paying special early adopter pricing (to be determined). 8. Company’s Warranty. Company warrants to Beta Tester that it has full legal right and authority to provide the updated information to Beta Tester and that its update of the List in accordance with this Agreement will not violate any third-party rights or contracts. 9. Company’s Disclaimer of Warranties. a. Company makes no warranties with respect UpdentityTM, including without limitation the nature or timeliness of the data generated by UpdentityTM. b. COMPANY DISCLAIMS ALL EXPRESS OR IMPLIED WARRANTIES, OTHER THAN THE WARRANTY IN CLAUSE 8, ABOVE, AND SPECIFICALLY DISCLAIMS ANY WARRANTY OF MERCHANTABILITY AND ANY WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE. 10. Ownership. Company and Beta Tester agree that: a. Beta Tester is the sole and exclusive owner of the List and other than to the limited extent necessary to enable Company to perform the Beta Test, Company has no claim to use or benefit from nor restrict the use, licensing or sale of the List, except for the rights specifically granted the Company under this Agreement. Beta Test Agreement Page 3 of 3 revised: 2011-11-11 b. Company is the sole and exclusive owner of UpdentityTM and the updated information generated by UpdentityTM. Other than rights specifically granted in this Agreement, Beta Tester has no claim to use or benefit from nor to restrict the use, licensing, or sale of UpdentityTM or the updated information generated by UpdentityTM. c. Notwithstanding anything to the contrary, Company owns any statistics related to data generated from the beta test. Therefore, Company is authorized to disclose said statistics without limitation. 11. Confidential Information. Company agrees that the List is “Confidential Information” owned by Beta Tester. Company agrees that unless and to the extent authorized in advance by Beta Tester in writing, it will not disclose the specific contents of the List to any person or organization except to the limited extent necessary to conduct the Beta Test in accordance with this Agreement. Notwithstanding anything to the contrary, Company’s duty hereunder of nondisclosure of the List shall not apply to any content of the List that: (i) is now, or later becomes public through no fault of Company; (ii) was known to Company before this Agreement without disclosure restrictions; (iii) after the date of this Agreement is made known to Company by a third party without disclosure restrictions; (iv) Company is required to disclose pursuant to law, provided Company make reasonable efforts to give Beta Tester reasonable notice of such required disclosure; (v) is disclosed during the Beta Test and such disclosure is necessary for proper conduct of the Beta Test; (vi) is disclosed to an authorized Beta Tester representative during or after the Beta Test; or (vii) is disclosed with Beta Tester’s prior written consent. 12. Complete Agreement. This Agreement is the complete agreement of Company and Beta Tester with respect to the subject matter of this Agreement. This Agreement supersedes any prior or contemporaneous written or oral agreements with respect to the subject matter of this Agreement. 13. Oral Modification Prohibited. This Agreement may not be altered or modified except by a written document signed by duly authorized representatives of Company and Beta Tester. 14. Binding Agreement, Assignment. This Agreement is binding on and shall inure to the benefit of Company and Beta Tester and their respective successors. This Agreement is assignable by the Company, but not by Beta Tester. 15. Illegal Provision(s). If any provision(s) of this Agreement is held to be illegal or unenforceable, this Agreement shall be construed and administered as if said provision(s) was never part of this Agreement. 16. Choice of Law. This Agreement is made and entered under the substantive laws of the Commonwealth of Pennsylvania, which substantive laws (without regard to the conflicts of law rules of said Commonwealth) shall govern the administration and interpretation of this Agreement. Company and Beta Tester agree to the sole and exclusive jurisdiction of the courts of the Commonwealth of Pennsylvania with respect to any disputes that may arise in connection with this Agreement. IN WITNESS WHEREOF, Company and Beta Tester have caused this Agreement to be executed on their respective behalfs by duly authorized representatives, as of the day and year first above written. Beta Tester Company By: ______________________________________ By: ____________________________________ Title: ____________________________________ Title: __________________________________ firstname.lastname@example.org Copyright © Bashpole Software, Inc. 2012 574.387.2274
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