BETA TESTING AGREEMENT

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

[INSERT NAME OF THE OWNER], having registered office at [INSERT 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 NAME OF THE TESTER], having registered office at [INSERT ADDRESS OF THE TESTER] (hereinafter referred to as the “Beta 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 “Beta Tester” together shall be referred to as “Parties” and individually as a “Party”.

WHEREAS:

1. The Owner is entering into a beta testing relationship and needs to exchange certain non-disclosure, non-exclusive, confidential information which could be critical and peculiar for their respective product.
2. The Owner has developed certain Beta-product, product and services (hereinafter referred to as “Beta Product”) that are currently in their beta testing phase and is willing to grant beta tester access to the beta product for testing and evaluation purpose.
3. In respect of the aforesaid, the Parties agree that the Owner shall disclose certain information and the Beta Tester shall maintain the confidentiality and do not disclose the Confidential Information (hereinafter as defined below) to any other person and only use the Confidential Information for the Purpose stated herein subject to the terms and conditions of this Agreement; The Beta Tester shall not compete directly or indirectly with the Owner; The Beta Tester shall not circumvent the Owner.

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, Beta-product and services that has been developed by the Owner that is currently in the beta testing phase and made available to the beta tester for testing and evaluation purposes.
   2. “Beta Tester” refers to the individual or entity who has agreed to participate in the beta testing of the Beta Product under the terms and conditions of this Agreement.
   3. "Owner" refers to [INSERT COMPANY NAME], the entity that owns, develops, and grants Beta Tester access to the Beta Product.
   4. "Feedback" means any suggestions, comments, bug reports, ideas, improvements, or any other information provided by Beta 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. BETA TESTING SCOPE
   1. Owner hereby grants Beta 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"). Beta Tester agrees to provide feedback, bug reports, and other relevant information to the Owner during the Beta Testing period.
3. TERM
   1. This Agreement shall commence on the effective date of [INSERT DATE OF AGREEMENT] and continue for [INSERT TERM PERIOD OF AGREEMENT IN DAYS/MONTHS/YEARS] as agreed by the parties. The Agreement may be terminated earlier in accordance with the termination provisions set forth herein, including termination upon mutual written consent or any other conditions specified within the Agreement that allow for early termination.
4. FEEDBACK AND BUG REPORTS
   1. Beta-Tester agrees to actively participate in the testing process by providing reasonable and accurate feedback to the owner concerning the functionality of the Beta-product. 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 the Owner to understand and address the reported matters effectively.
   2. Beta-tester shall not earn or acquire any rights or licenses in the Beta-product on account of this Agreement or Beta-Tester’s performance under this Agreement, even if the Owner incorporates any feedback into the Beta-Product.
5. OBLIGATIONS OF THE OWNER
   1. Owner shall make available the Beta Product to Beta 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 the Owner.
   4. Owner shall maintain open communication channels with Beta 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 Beta 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. 
6. OBLIGATIONS OF THE BETA-TESTER
   1. Beta Tester shall follow any guidelines, instructions, or usage restrictions provided by the Owner in relation to the Beta Product. Beta 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. Beta 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. Beta Tester shall not distribute, sell, sublicense, lease, or otherwise transfer the Beta Product or any part thereof to any third party.
   4. Beta Tester acknowledges that the Beta Product is a pre-release version and may contain errors, bugs, or other issues. Beta-Tester shall use the Beta Product at their own risk, and there is no guarantee of the final version's features, functionality, or availability.
   5. Beta Tester acknowledges the confidential nature of the Beta Product and any related information disclosed by the Owner during the Beta Testing period. Beta Tester shall maintain strict confidentiality and shall not disclose, share, or disseminate any such information to any third party.
   6. Beta Tester will immediately report any violation of this provision to the Owner and shall employ all reasonable means to mitigate any damages or losses that Owner may incur as a result of any such violation.
7. 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 the beta-tester in installments or full as agreed by the parties.
8. 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. Beta Testers shall use the Beta Product at their 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.
9. 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:
      1. Business plans and data, operations or systems, financial and trading positions; details of the Owner's telecommunication network;
      2. Research, development or technical information, confidential and proprietary information on products, intellectual property rights;
      3. Project materials. Project related data, prospect customers and Beta-testers related to Project and any other material related to the Projects of the Owner.
      4. The closed source code of the Beta-product, ideas and concepts.
      5. Marketing information, brochures, printed matter, rates and rate tables; 
      6. 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. 
10. LIABILITY FOR BREACH OF CONFIDENTIALITY CLAUSE
    1. The Beta-Tester shall pay damages to the Owner, if the Beta-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.
11. 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. Beta Tester acknowledges and agrees that the Beta Product and all related intellectual property rights are and shall remain the exclusive property of the Owner. Beta Tester shall not acquire any ownership rights, title, or interest in the Beta Product or any portion thereof.
12. TERMINATION
    1. Either party may terminate this Agreement for material breach by providing [INSERT THE NUMBER OF DAYS] days' written notice with an opportunity to cure. Notwithstanding the foregoing, if
       1. the Agreement specifies a specific date or period for performance of the breached obligation, or
       2. the injury caused by the breach is of a type that cannot be materially reduced during the cure period, termination shall become effective immediately upon such notice without any opportunity to cure.
    2. Either party may terminate this Agreement at any time and for any reason upon written notice to the other party. In the event of termination for convenience, the Beta Tester shall immediately cease all use of the Beta Product and promptly return or, at the Owner’s option, destroy all copies of the Beta Product and any related materials in its possession.
    3. Upon expiration or termination of this Agreement, all rights and obligations of the parties shall immediately cease, except for those obligations that have accrued prior to the effective date of termination. Outstanding payment obligations, as well as any liabilities or breaches incurred before termination, shall remain fully enforceable. Termination of this Agreement shall not affect any provisions intended to survive termination, including but not limited to confidentiality, restrictions on announcements, indemnification, non-solicitation, non-disparagement, notices, miscellaneous matters, and governing law and dispute resolution. Nothing in this clause shall release any Party from liability for any breach of this Agreement occurring prior to the effective date of termination.
13. INDEMNIFICATION
    1. Without affecting the generality of the foregoing, the Beta-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. Beta Tester's use of the Beta Product, including any misuse or unauthorized access;
       2. Any breach of this Beta Test Agreement or any applicable laws or regulations by Beta Tester;
       3. Any violation of third-party rights, including but not limited to intellectual property rights, by Beta Tester while using the Beta Product or providing feedback; and
       4. Any harm, injury, or damage caused by Beta Tester's actions or omissions during the Beta Testing process.
14. 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 the 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.
15. APPLICABLE LAW
    1. This Agreement shall be governed by and constructed in accordance with the Laws, rules, orders and regulations of [INSERT COUNTRY/STATE OF APPLICABLE LAWS] 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 Beta-tester.
       2. If negotiations between the parties are unsuccessful, the matter shall be referred to the competent court sitting at [INSERT THE COURT WHICH SHALL HAVE EXCLUSIVE JURISDICTION IN CASE OF UNSUCCESSFUL NEGOTIATIONS BETWEEN THE PARTIES] which shall have exclusive jurisdiction in all matters arising there from unless otherwise agreed between the Parties in writing.
16. FORCE MAJEURE
    1. Neither party shall be held liable for any failure or delay in performing its obligations under this Agreement if such failure or delay is caused by events beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters (e.g., floods, earthquakes, hurricanes), war, terrorism, riots, labour strikes, governmental actions, epidemics or pandemics, power outages, or other similar events ("Force Majeure Events").The affected party shall promptly notify the other party in writing of the occurrence of a Force Majeure Event, providing reasonable details of the event, its expected duration, and the steps being taken to mitigate its impact. Failure to provide timely notice may result in the affected party forfeiting its rights under this clause. If a Force Majeure Event continues for a period exceeding [INSERT THE NUMBER OF DAYS CONSTITUTING PERIOD EXCEEDING WHICH, IF THE FORCE MAJEURE CONTINUES, EITHER PARTY MAY TERMINATE THE AGREEMENT] days, either party may terminate this Agreement upon written notice to the other party without further liability, except for obligations accrued prior to the Force Majeure Event.
17. NON- DISPARAGEMENT
    1. The Parties agree that neither they nor any of their representatives, agents, employees, or affiliates shall, directly or indirectly, make or publish any statements, comments, or communications, whether orally, in writing, or electronically, including through any channel such as social media platforms, websites, forums, or other public or private means, that disparage, defame, or negatively portray the other Party, its business, products, services, employees, or reputation.
    2. This clause does not prohibit a Party from making truthful statements when required by law, regulation, or valid court order, provided the Party uses reasonable efforts to provide prior notice to the other Party, to the extent permitted by law.
18. DATA PROTECTION
    1. Both Parties agree to comply with all applicable data protection laws and regulations in connection with the processing of personal data under this Agreement, including any highly sensitive personal information. Personal data shall be collected, processed, and stored lawfully, fairly, and transparently for specific and legitimate purposes. Each Party shall implement appropriate technical and organizational measures to protect personal data from unauthorized access, disclosure, alteration, or destruction. Data transfers across jurisdictions shall only occur in compliance with legally recognized mechanisms.
    2. In the event of any actual or suspected data breach affecting Customer data, including highly sensitive personal information, the Service Provider shall promptly notify the Customer in writing and provide all reasonable assistance to mitigate risks and comply with applicable breach notification requirements. Each Party shall ensure that data subjects can exercise their rights regarding access, rectification, erasure, restriction of processing, and objection to automated decision-making. Any third-party processing must be governed by a legally binding agreement ensuring compliance with applicable laws. Upon termination of this Agreement, personal data shall be securely deleted unless legal obligations require retention. This clause shall be governed by applicable data protection laws, and disputes shall be resolved in accordance with those regulations.
19. 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 [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] 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 [INSERT THE APPLICABLE NUMBER OF BUSINESS DAYS WITHIN WHICH THE NOTICE WILL BE DEEMED SERVED] 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.
20. MISCELLANEOUS
    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 in the Agreement shall be in all cases constructed simply according to its fair meaning and not strictly for or against of the Parties and it is agreed that the English language would be used.
    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 change or amendment to this Agreement, including oral modification supported by new consideration, must be reduced to writing and signed by all Parties before it will be effective. The Beta-Tester shall not assign any other individual or representative for transfer of such rights or obligations as mentioned in this agreement.
    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.
21. INDEPENDENT LEGAL ADVICE
    1. The Parties are advised to seek independent legal counsel before entering into this Agreement. Each Party acknowledges that they have been given a reasonable opportunity to consult with an attorney of their choosing regarding the terms, conditions, and obligations set forth in this Agreement, including any restrictions or commitments imposed herein.
    2. By signing this Agreement, the Parties confirm that they have either sought such independent legal advice or voluntarily chosen to proceed without it. Each Party further represents that they are entering into this Agreement knowingly, voluntarily, and with a full understanding of its provisions. The Parties acknowledge that they are not relying on any statements, promises, or representations made by the other Party or any representative thereof that are not expressly included in this Agreement.
22. 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 NAME OF OWNER/SIGNING AUTHORITY AND DESIGNATION]

Signature:

Date: [INSERT SIGNING DATE OF OWNER]

Agreed to and Accepted by the Beta- Tester:

Name: [INSERT NAME OF BETA-TESTER/SIGNING AUTHORITY AND DESIGNATION]

Signature: 

Date: [INSERT SIGNING DATE OF BETA-TESTER]