BETA TESTER NON-DISCLOSURE AGREEMENT

This Beta Tester Non-Disclosure Agreement (the “Agreement”) is made on [INSERT THE DATE ON WHICH AGREEMENT COMES INTO FORCE] (hereinafter referred to as the “Effective Date”) between:

[INSERT THE NAME OF THE OWNER], having registered office at [INSERT THE ADDRESS OF THE OWNER] (hereinafter referred to as the “Owner” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns); and 

[INSERT THE NAME OF THE TESTER], having registered office at [INSERT THE ADDRESS OF THE TESTER] (hereinafter referred to as the “Tester” which expression shall, unless repugnant to the context or meaning thereof, means and includes its legal representatives, executors, administrators and permitted assigns).

The “Owner” and the “Tester” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Owner has developed a Beta-product, (hereinafter referred to as “Beta Product”) and is willing to grant it to the Tester for testing and evaluation purpose.
2. In respect of the aforesaid, the Parties agree that the Owner shall disclose certain confidential information, and the Tester shall maintain the confidentiality and do not disclose the Confidential Information (hereinafter as defined below) to any other person. The tester shall only use the Confidential Information for the purpose stated herein, subject to the terms and conditions of this Agreement.
3. The Owner and Tester mutually agree to the terms and conditions outlined in this Agreement, which governs the working relationship between the parties.
4. The parties are duly authorized and have the capacity to enter into this agreement.
5. Both the parties affirm to understand the provisions contained herein and in case either party requires clarification as to one or more provisions, either party has had the right to seek clarifications or sought legal guidance.

NOW, THEREFORE, in consideration of the mutual promises contained herein and intending to, be legally bound, the Parties have agreed as follows:

1. DEFINITIONS
   1. “Beta Product” shall refer to the product that has been developed by the Owner and made available to the Tester for testing and evaluation purpose.
   2. “Tester” refers to the individual or entity who has agreed to participate in the testing of the Beta Product under the terms and conditions of this Agreement.
   3. "Owner" refers to [INSERT THE NAME OF THE COMPANY], the entity that owns, develops, and grants Tester access to the Beta Product.
   4. "Feedback" means any suggestions, comments, bug reports, ideas, improvements, or any other information provided by Tester to Owner during the Beta Testing period.
   5. Confidential Information" means any non-public information, data, documentation, trade secrets, know-how, or any other information disclosed by one party (Owner) to the other party (Beta-tester) in connection with the Beta Testing, whether in written, oral, electronic, or any other form, and identified as confidential or which the Beta-tester should reasonably understand to be confidential.
2. TERM

The Beta Testing period shall commence on the effective date hereof and continue until the completion of services or terminated earlier as per the provisions of this agreement

1.  BETA TESTING SCOPE
   1. Owner hereby grants Tester a non-exclusive, non-transferable right to access and use the Beta Product solely for the purpose of testing and evaluating its functionality, performance, and features ("Beta Testing"). Tester agrees to provide feedback, bug reports, and other relevant information to Owner during the Beta Testing period..
2. FEEDBACK AND BUG REPORTS
   1. Tester agrees to actively participate in the testing process by providing reasonable and accurate feedback to the Owner. This includes reporting any bugs, issues, or malfunctions encountered during the use of the Beta-product. Beta-tester shall document such feedback in a clear and detailed manner, allowing Owner to understand and address the reported matters effectively.
   2. Tester shall not earn or acquire any rights or licenses in the Beta-product on account of this Agreement or Tester’s performance under this Agreement, even if the Owner incorporates any feedback into the Beta-Product.
3. OBLIGATIONS OF THE OWNER
   1. Owner shall make available the Beta Product to the Tester for testing and evaluation purposes. The Beta Product shall be provided in a format and manner determined by the Owner, which may include access to an online platform or the delivery of Beta-product, documentation, or other relevant materials.
   2. Owner shall make reasonable efforts to provide technical support which may include updates, installation setup and usage of the product during the Beta-testing Period.
   3. Owner is under no obligation to launch or release a final version of the Beta Product to the public following the Beta Testing period. The decision to launch or commercialize the Beta Product remains solely at the discretion of Owner.
   4. Owner shall maintain open communication channels with the Tester throughout the Testing period. This includes regular updates, progress reports, and any necessary announcements or changes related to the Beta Product and the testing process. Owner shall review and evaluate the feedback, bug reports, and other information provided by Tester regarding the Beta Product. This feedback will be used to improve the Beta Product, identify areas of concern, and enhance its overall quality.
   5. The Owner undertakes to take proper and all reasonable measures to ensure the protection, confidentiality and security of the Confidential Information. 
4. OBLIGATIONS OF THE TESTER
   1. Tester shall follow any guidelines, instructions, or usage restrictions provided by the Owner in relation to the Beta Product. Tester shall not use the Beta Product for any commercial or production purposes, and it shall be used only in a controlled testing environment.
   2. Tester shall not modify, reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code or underlying algorithms of the Beta Product or any part thereof.
   3. Tester shall not distribute, sell, sublicense, lease, or otherwise transfer the Beta Product or any part thereof to any third party.
   4. Tester acknowledges that the Beta Product is a pre-release version and may contain errors, bugs, or other issues. Tester uses the Beta Product at own risk, and there is no guarantee of the final version's features, functionality, or availability.
   5. Tester acknowledges the confidential nature of the Beta Product and any related information disclosed by the Owner during the Beta Testing period. Tester shall maintain strict confidentiality and shall not disclose, share, or disseminate any such information to any third party.
   6. Tester will immediately report any violation of this provision to Owner and shall employ all reasonable means to mitigate any damages or losses that Owner may incur as a result of any such violation.
5. COMPENSATION
   1. In consideration for participating in the beta-testing of the Beta-product and fulfilling the obligations outlined in this agreement, the Owner agrees to pay a maximum total of [INSERT THE FEES TO BE PAID BY OWNER] to the tester in installments or full as agreed by the parties.
6. CONFIDENTIAL INFORMATION
   1. "Confidential Information" shall mean all information, know-how, ideas, designs, documents, concepts, technology, marketing, commercial knowledge, and other materials of a confidential nature and includes but is not limited to, information of a commercial, technical or financial nature which contains amongst other matters, trade secrets, know- how, patent and ancillary information and other proprietary or confidential information, regardless of form, format, media including without limitation any other information that the Owner reasonably believe is “Proprietary” or “Confidential” and if furnished in writing is marked “Proprietary” or “Confidential”, showing the date on which it is furnished; or if furnished orally or by means other than in writing is identified at the time it is furnished as Confidential Information and also includes those communicated or obtained through meetings, documents, correspondence or inspection of tangible items, facilities or inspection at any site or place including without limitation:
   2. Business plans and data, operations or systems, financial and trading positions; details of the Owner's telecommunication network;
   3. research, development or technical information, confidential and proprietary information on products, intellectual property rights;
   4. Project materials. Project related data, prospect customers and Beta-testers related to Project and any other material related to the Projects of the Owner.
   5. The closed source code of the Beta-product, ideas and concepts.
   6. Marketing information, brochures, printed matter, rates and rate tables; 
   7. Formulae, patterns, compilations, programme, devices, methods, techniques, or processes, that derives independent economic value, actual or potential, from not being generally known to the public. 
7. OBLIGATIONS OF CONFIDENTIALITY AND NON- USE
   1. The Tester undertakes to the Owner:
   2. to keep the Confidential Information secret at all times;
   3. not to disclose, whether intentionally or unintentionally, the Confidential Information or allow it to be disclosed in whole or in part to any third party without the Owner’s prior written consent;
   4. not to disclose, whether intentionally or unintentionally, the Confidential Information even within its group of companies wherever applicable; and
   5. not to use it in whole or in part for any purpose except for the Permitted Purpose. The Tester undertakes to take proper and all reasonable measures to ensure the protection, confidentiality and security of the Confidential Information.
8. LIABILITY FOR BREACH OF CONFIDENTIALITY CLAUSE
   1. The Tester shall pay damages to the Owner, if the Tester discloses any of the Confidential Information of the Owner, the amount of damages to be paid shall be determined by the Owner at the time of occurrence of the event of breach of confidentiality clause by the Beta-Tester.
9. TERMINATION
   1. Either party may terminate this Agreement at any time and for any reason upon written notice to the other party. Upon termination, Tester shall immediately cease all use of the Beta Product and promptly return or, at Owner’s option, destroy all copies of the Beta Product and any related materials in its possession.
10. OWNERSHIP AND INTELLECTUAL PROPERTY RIGHTS
    1. The Beta-tester covenants that it will not claim any right, title or interest whether at law or in equity in any Copyright or any Intellectual Property in the Beta-product created previously and that the Owner shall be the sole, exclusive and absolute owner of all Works.
    2. Tester acknowledges and agrees that the Beta Product and all related intellectual property rights are and shall remain the exclusive property of the Owner. Tester shall not acquire any ownership rights, title, or interest in the Beta Product or any portion thereof.
11. DISCLAIMER OF WARRANTY
    1. The Beta Product is provided "as is", and the Owner disclaims all warranties of any kind, whether express, implied, or statutory including to warranties of merchantability, fitness for a particular purpose, and non-infringement.
    2. The Owner does not warrant that the Beta-Product will be error-free, secure, or uninterrupted. Tester uses the Beta Product at own risk, and there is no guarantee of the final version's features, functionality, or availability.
    3. Any descriptions, statements, or representations made by the Owner regarding the future features, functionalities, or characteristics of the beta-product do not constitute any warranties or guarantees and may be subject to change without any prior notice.
12. INDEMNIFICATION
    1. Without affecting the generality of the foregoing, the tester agrees at all times fully and effectually to indemnify and keep indemnified the Owner and its agents, the Members and all persons claiming through or under the Owner or them against all losses, damages, costs, claims, demands, loss of profit, legal fees, penalties or expenses whatsoever that the Owner, its agents and the Members may suffer by reason arising out of or related to:
       1. Tester's use of the Beta Product, including any misuse or unauthorized access;
       2. Any breach of this Agreement or any applicable laws or regulations by Tester;
       3. Any violation of third-party rights, including but not limited to intellectual property rights, by Tester while using the Beta Product or providing feedback; and
       4. Any harm, injury, or damage caused by Tester's actions or omissions during the Beta Testing process.
13. LIMITATION OF LIABILITY
    1. Except as otherwise required by law, the liability of Owner and its licensors to Beta-Tester or any third party arising out of or in connection with this agreement or the use of the beta-product, or for any error or defect in the beta-product, or for the provision of technical support installation, training or other services in connection therewith, however caused, and on any theory of liability, including contract, strict liability, negligence or other tort, shall be limited to direct damages not to exceed any fees paid to owner hereunder. In no event will owner or its licensors be liable for any indirect, incidental, special, punitive or consequential damages, including damages for loss of profits, business, revenue, data or data use, even if advised of the possibility of such damages. These limitations will apply notwithstanding the failure of the essential purpose of any remedy.
    2. The limitations of liability set forth in this Agreement reflect the allocation of risk negotiated and agreed to by the Parties. The Parties would not enter into this Agreement without these limitations on its liability.
14. FORCE MAJEURE
    1. No failure or omission by the Owner or the Beta-tester in the performance of any obligation under this Agreement shall be deemed a breach of this Agreement or create any liability if the same arises on account of force majeure, which term shall include any event or cause beyond the control of the Owner or the Beta-tester, as the case may be, including but not restricted to natural disasters, acts or omissions of any government, or agency thereof, pandemic, social implications, or transportation embargoes, provided that the party relying on this Section shall forthwith after any such event give written notice to the other party of its inability to perform such obligation and the reasons therefore.  If force majeure continues for a period of more than two (2) weeks, without the parties hereto being able to develop an alternative satisfactory arrangement, then either party has the option of immediately terminating this Agreement.
15. NOTICES
    1. Any notice, request, demand, consent or other communication required or permitted under this Agreement shall be in writing and sent either via email on the email address as provided by the parties and shall be considered sent when the email is sent to the correct email address of the party or shall be given by personal delivery (including courier) by certified mail (confirmed by mail) addressed to the party for which it is intended at the address below and shall be deemed to be given on the day of delivery or transmission if within during normal business hours, or, if after business hours, on the next following Business Day, or if mailed by registered or certified mail, on the day which is seven (7) Business Days after such notice is mailed during normal postal conditions.  In the event of a postal disruption, any notice mailed will be deemed received on the seventh (7th) Business Day following resumption of regular postal service:
       1. If to the Owner: [INSERT THE EMAIL ID OR/AND ADDRESS OF OWNER]
       2. If to the Beta-tester: [INSERT THE EMAIL ID OR/AND ADDRESS OF BETA-TESTER]
    2. Either party may change its address/email address for notices and other communications upon notice to the other party in the manner aforesaid.
16. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT THE COUNTRY WHOSE LAWS WILL BE APPLICABLE] irrespective of where the Work is used.  
    2. The Parties shall resolve all disputes in connection with the validity or interpretation of this Agreement, unless otherwise expressly stated in the Agreement, in the following manner: 
       1. By direct negotiations between the Owner and tester.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE PLACE THAT SHALL HAVE EXCLUSIVE JURISD] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
17. DISPUTE RESOLUTION
    1. The Parties shall endeavor to resolve any differences of opinion which may arise between them with respect to the provisions of this Agreement by negotiation between themselves personally or with the assistance of their attorneys and unless in the opinion of any party, acting reasonably, the matter in dispute is of such significant nature to warrant it being addressed otherwise, no party shall commence any public proceedings until the negotiations have failed to produce a resolution. In furtherance of the provisions of this paragraph, all Parties hereby agree to make themselves available on short notice and to negotiate promptly and in good faith, any matter any party may wish to negotiate.
    2. If, for any reason, such Dispute cannot be resolved amicably by the Parties, the same shall then be referred to and settled by way of arbitration proceedings in accordance with the Arbitration laws of [INSERT THE CITY or COUNTRY WHOSE ARBITRATION LAWS WILL APPLY] then in force.
18. MISCELLANOUS
    1. Modifications: Except as otherwise provided herein this Agreement shall not be amended or otherwise modified unless the modification or amendment is done in writing, signed and has been mutually agreed by both the parties.
    2. Language: The language of all communications between the parties pursuant to this Agreement, including notices and reports, will be ENGLISH.
    3. Severability: If any provision of this Agreement shall, to any extent, be held to be invalid or unenforceable, it shall be deemed to be separate and severable from the remaining provisions of this Agreement, which shall remain in full force and effect and be binding as though the invalid or unenforceable provision had not been included.
    4. Entire agreement: This agreement along with all the Exhibits constitutes the entire understanding and agreement of the parties with respect to its subject matter and supersedes all prior and contemporaneous agreements or understandings, inducements or conditions, express or implied, written or oral, between the parties. This Agreement may be executed in identical duplicate counterparts, each of which shall be deemed an original, and both of which together shall constitute one and the same instrument. 
    5. No Waiver: Any failure or delay of any Party hereto in exercising any right or privilege with respect to this Agreement shall not be construed to be a waiver or to affect the validity of any part of the Agreement and shall not retrain any of the Parties to enforce any of the provisions of the Agreement.
    6. Amendments and Assignments:  Any amendments to this Agreement shall be made, only if, both Parties agree upon such amendment in writing. This Agreement shall not be assigned by either party without the express, written consent of the other party.
    7. Headings: The headings upon the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement, nor shall such headings otherwise be given any legal effect.
19. DECLARATION
    1. The parties hereby understand and expressly agree to the provisions laid down in the present agreement and in good faith, undertake that both parties shall follow the terms of this agreement in good conscience in order to secure better growth of both the Parties.

IN WITNESS WHEREOF, the parties, intending to be legally bound, have each executed this agreement as of the effective date.

Agreed to and Accepted by the Owner:

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF OWNER]

Signature:

Date: [INSERT THE DATE ON WHICH OWNER SIGNS THE AGREEMENT]

Agreed to and Accepted by the Tester:

Name: [INSERT THE NAME/DESIGNATION OF SIGNING AUTHORITY OF TESTER]

Signature:

Date: [INSERT THE DATE ON WHICH TESTER SIGNS THE AGREEMENT]