NDA — Prospective Licensee

NONDISCLOSURE AGREEMENT

FOR PROSPECTIVE LICENSEE

This Nondisclosure Agreement (the "Agreement") is made and effective [DATE],

BETWEEN: [PARTY A NAME] (the "Company"), a [ENTITY TYPE] organized and existing under the laws of the State of [STATE], with its head office located at:

[ADDRESS]

AND: [PARTY B NAME] (the "Customer"), a [ENTITY TYPE] organized and existing under the laws of the State of [STATE], with its head office located at:

[ADDRESS]

SECTION 1

Purpose of Agreement

This Agreement is entered into for the purpose of authorizing Customer to receive from Company and evaluate certain proprietary computer software and documentation known as [TO BE COMPLETED], hereafter referred to as "the Software."

SECTION 2

Nonexclusive License

Company hereby grants Customer a nonexclusive, non-transferable license to install the Software on its computer system and use the Software for a period of [TO BE COMPLETED] days from the date of this Agreement (the "Evaluation Period") solely for the purpose of evaluating the Software for potential licensing. Customer shall not use the Software for any production, commercial, or revenue-generating purpose during the Evaluation Period.

SECTION 3

Ownership and Restrictions

3.1 Ownership. Customer acknowledges that the Software and all associated intellectual property rights are and shall remain the sole and exclusive property of Company. No title, ownership, or other interest in the Software is transferred to Customer under this Agreement.

3.2 Restrictions. Customer shall not, and shall not permit any third party to: (a) copy, reproduce, modify, adapt, translate, or create derivative works of the Software; (b) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code of the Software; (c) rent, lease, sublicense, distribute, or transfer the Software to any third party; or (d) remove or alter any proprietary notices or labels on the Software.

SECTION 4

Confidentiality

4.1 Customer acknowledges that the Software and any related documentation, technical information, designs, source code, algorithms, performance data, and trade secrets (collectively, the "Confidential Information") are proprietary and confidential to Company.

4.2 Customer agrees to: (a) hold the Confidential Information in strict confidence; (b) not disclose the Confidential Information to any third party without the prior written consent of Company; (c) use the Confidential Information solely for the purpose of evaluating the Software; and (d) protect the Confidential Information with at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care.

4.3 Customer shall limit access to the Confidential Information to those of its employees, agents, or contractors who have a need to know for evaluation purposes and who are bound by written confidentiality obligations no less restrictive than those contained herein. Customer shall be responsible for any breach by such personnel.

SECTION 5

Exclusions from Confidentiality

The obligations of confidentiality set forth herein shall not apply to information that Customer can demonstrate: (a) was already lawfully in Customer's possession at the time of disclosure without obligation of confidentiality; (b) is or becomes publicly known through no fault of Customer; (c) was rightfully received from a third party without restriction; or (d) was independently developed by Customer without use of or reference to the Confidential Information.