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Explanation for BETA TESTER Non Disclosure AGREEMENT

Below we provide an explanation for each of the provisions in the Software Beta Tester Nondisclosure Agreement.

SOFTWARE BETA TESTER Nondisclosure Agreement

1.    Introductory Paragraph

Fill in the date. Next, fill in your name. Fill in the name of the outside individual or company that is beta-testing your software (the "Tester").

2.    Software

Here, fill in the name of the software being tested.

3.    Company's Obligations

Typically, a beta tester is given a free copy of the finished version of software as payment. That is what this agreement provides, although you can make some other arrangements for payment-for example, an hourly rate or a fixed fee.

4.    Tester's Obligations

This clause describes the software tester's duties, which are to gather and report test data. There is nothing to add here.

5.    Software a Trade Secret

This clause makes clear to the tester that the software is a trade secret. The tester is not allowed to copy the software except as necessary to perform or test it and may not reverse engineer or disassemble it to see how it works.

6.    Security Precautions

This clause requires the tester to take reasonable precautions to make sure the software isn't seen by unauthorized people. There is nothing to add here.

7.    Term of Agreement

Fill in the time frame during which the testing will occur.

8.    Return of Software and Materials

This clause requires the tester to return the software when the testing is done and delete it from any computer on which it's been installed.

9.    Disclaimer of Warranty

This clause states that the software is being provided to the tester "as is." You do not guarantee the software for any purpose and the tester waives any potential legal claims against your company arising from the use of the software-for example, if it does not perform the claimed functions.

10. Limitation of Liability

This clause makes it clear to the beta tester that the software is being provided only for evaluation purposes, and that you are not liable for any damages caused by the beta tester's use of the software-for example, if it damages the tester's hard drive.

11. No Rights Granted

This clause makes it absolutely clear that the software belongs to you and that the tester is acquiring no ownership rights in it whatsoever and cannot sell or transfer the software to others.

12. No Assignments

This clause provides that the tester must perform the testing services personally. The tester may not get anyone else to do the testing.

General Provisions

Here's an an explanation for the boilerplate provisions --  Relationships, Severability, Integration, Waiver. Injunctive Relief, Indemnity, Attorney Fees, Governing Law, Jurisdiction, Successors & Assigns, and Signatures

 

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