| MICROSOFT CORPORATION NON-DISCLOSURE AGREEMENT | |
| (PRE-RELEASE PRODUCT-GENERAL) | |
| IMPORTANT: PLEASE COMPLETE THIS FORM AND RETURN IT TO MICROSOFT AT THE | |
| ADDRESS BELOW: | |
| Upon receipt by Microsoft Corporation ("MS") of this Agreement, signed | |
| and completed by the individual or organization indicated below ("Recipient"), | |
| MS may elect, at MS' sole discretion, to provide Recipient with a pre-release | |
| copy of the MS product MSN Software Development Kit, and related documentation | |
| and information (collectively the "Product"). | |
| MS may, in its sole discretion, | |
| also provide further pre-releases of the Product or related information to | |
| Recipient hereunder, in which case such further pre-releases and related | |
| information shall also be covered hereunder as "Product". | |
| 1, GRANT OF LICENSE. | |
| (a) MS grants to Recipient a limited, non-exclusive, nontransferable, | |
| royalty-free license to use up to five copies of the executable Product code on | |
| CPU's residing at Recipient's premises solely to test the compatibility of | |
| Recipient's application or other product(s) ("Application") which operate in | |
| conjunction with the Product and to evaluate the Product for the purpose of | |
| providing feedback thereon to MS. All other rights are reserved to MS. | |
| Recipient | |
| shall not rent, lease, sell, sublicense, assign, or otherwise transfer the | |
| Product, including any accompanying printed materials. | |
| Recipient may not reverse | |
| engineer, decompile or disassemble the Product except to the extent that this | |
| restriction is expressly prohibited by applicable law. | |
| MS and its suppliers | |
| shall retain title and all ownership rights to the Product. | |
| (b) Recipient agrees to provide reasonable feedback to MS, including | |
| but not limited to beta reports, usability, bug reports and test results, with | |
| respect to the Product testing. | |
| Recipient will use reasonable efforts to review | |
| and comment on all documentation supplied. | |
| All bug reports, test results and | |
| other feedback made by Recipient shall be the property of MS and may be used by | |
| MS for any purpose. | |
| Due to the nature of the development work, MS is not certain | |
| as to when errors or discrepancies in the Products may be corrected. | |
| (c) Recipient may disclose the Product only to its employees who have a | |
| need to know in order to accomplish the purposes identified in Section l(a), and | |
| such employees' use of the Product shall take place solely at Recipient's site. | |
| Recipient will have executed appropriate written agreements with its employees | |
| sufficient to enable it to comply with the terms of this Agreement. | |
| <PAGE> | |
| 2. | |
| REDISTRIBUTABLE COMPONENTS. | |
| MS further grants to recipient the | |
| following non-exclusive, nontransferable, royalty-free rights with respect to | |
| the sample and redistributable code listed in the readme.txt file. | |
| (a) Subject to Section 2(b) below, to reproduce and distribute test | |
| version of Recipient's Application for use on The Microsoft Network ("MSN") | |
| created using the Product to MSN users provided you identify such Application as | |
| "BETA" and that you comply with Section 2(c), below. | |
| (b) To modify the sample code provided with the Product and to | |
| reproduce and distribute such modifications in object code form for use on The | |
| Microsoft Network to MSN users provided you identify such Application as "BETA" | |
| and that you comply with Section 2(c), below. | |
| (c) if you redistribute your Application as allowed under this | |
| Agreement, you must: (1) distribute the Product only in conjunction with and as | |
| part of your Application which is designed, developed and tested to operate on | |
| MSN; (2) not make any statements to the effect or which imply that your | |
| Application is "certified" by MS or that its performance is guaranteed by MS; | |
| (3) not use MS' name, logo, or trademarks to market your Application; and (4) | |
| agree to indemnify, hold harmless, and defend MS and its suppliers from and | |
| against any claims or lawsuits, including attorney's fees, that arise or result | |
| from your distribution of the Application. | |
| (d) The Product shall not be used, modified, reproduced except as | |
| provided above and you agree to destroy or erase the copy of the Product upon | |
| MS' release of the Product in final form. | |
| 3. | |
| TERM OF AGREEMENT. | |
| The term of this Agreement shall commence on the | |
| Effective Date and shall continue until terminated by MS in writing at any time, | |
| with or without cause. | |
| This Agreement will terminate without notice upon the | |
| commercial release of the Product. | |
| Upon the termination of this Agreement, | |
| Recipient shall promptly return to MS. or certify destruction of, all full or | |
| partial copies of the Product and related materials provided by MS. | |
| Section 6 | |
| shall survive termination or expiration of this Agreement with respect to any | |
| information that has not been made public by MS as of the commercial release of | |
| the Product. | |
| 4. | |
| COST OF TESTING. | |
| There is no charge to Recipient for testing of the | |
| Product. | |
| MS shall bear all transportation expenses relating to the shipment of | |
| the Product to Recipient's place of business and Recipient will pay any return | |
| transportation expenses. | |
| <PAGE> | |
| 5. | |
| PRODUCT MAINTENANCE. | |
| MS is not obligated to provide maintenance or | |
| updates to Recipient for the Product. | |
| However, any maintenance or updates | |
| provided by MS shall be covered by this Agreement. | |
| 6. | |
| CONFIDENTIALITY. | |
| The Product and related information is proprietary | |
| and confidential information to MS and its suppliers. | |
| Recipient agrees not to | |
| disclose or provide the Product, documentation, or any related information | |
| (including the Product features or the results of use or testing) to any third | |
| party or use the Product for any purpose other than as provided in this | |
| Agreement. | |
| However, Recipient may disclose confidential information in | |
| accordance with judicial or other governmental order, provided Recipient shall | |
| give MS reasonable written notice prior to such disclosure and shall comply with | |
| any applicable protective order or equivalent. | |
| Further, Recipient shall not be | |
| obligated to maintain the confidentiality of information which Recipient can | |
| prove (1) is already known to Recipient without an obligation to maintain the | |
| same as confidential; (2) becomes publicly known through no wrongful act of | |
| Recipient; (3) is rightfully received from a third party without breach of an | |
| obligation of confidentiality owed to MS; or (4) is independently developed by | |
| Recipient. | |
| This provision shall survive the termination or expiration of this | |
| Agreement with respect to any information that has not been made public by MS as | |
| of the commercial release of the Product. | |
| 7. | |
| DISCLAIMER OF WARRANTY. | |
| Product is deemed accepted by Recipient. | |
| The | |
| Product constitutes pre-release code and may be changed substantially before | |
| commercial release. | |
| The PRODUCT IS PROVIDED "AS IS" WITHOUT WARRANTY OF ANY | |
| KIND. | |
| TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MICROSOFT FURTHER | |
| DISCLAIMS ALL WARRANTIES, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES | |
| OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NONINFRINGEMENT. | |
| THE | |
| ENTIRE RISK ARISING OUT OF THE USE OR PERFORMANCE OF THE PRODUCT AND | |
| DOCUMENTATION REMAINS WITH RECIPIENT. | |
| TO THE MAXIMUM EXTENT PERMITTED BY | |
| APPLICABLE LAW, IN NO EVENT SHALL MICROSOFT OR ITS SUPPLIERS BE LIABLE FOR ANY | |
| CONSEQUENTIAL, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, PUNITIVE, OR OTHER DAMAGES | |
| WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF BUSINESS | |
| PROFITS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, OR OTHER PECUNIARY | |
| LOSS) ARISING OUT OF THIS AGREEMENT OR THE USE OF OR INABILITY TO USE THE | |
| PRODUCT, EVEN IF MICROSOFT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. | |
| BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF | |
| LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT | |
| APPLY TO RECIPIENT. | |
| <PAGE> | |
| 8. | |
| GOVERNING LAW; ATTORNEYS FEES. | |
| This Agreement shall be governed by | |
| the laws of the State of Washington and Recipient further consents to | |
| jurisdiction by the state and federal courts sitting in the State of Washington. | |
| If either MS or Recipient employs attorneys to enforce any rights arising out of | |
| or relating to this Agreement, the prevailing party shall be entitled to recover | |
| reasonable attorneys' fees. | |
| 9. | |
| U.S. GOVERNMENT RESTRICTED RIGHTS. | |
| The Product is provided with | |
| RESTRICTED RIGHTS. | |
| Use, duplication, or disclosure by the Government is subject | |
| to restrictions as set forth in subparagraph (c)(1)(ii) of The Rights in | |
| Technical Data and Computer Software clause of DFARS 252.227-7013 or | |
| subparagraphs (c)(i) and (2) of the Commercial Computer Software -- Restricted | |
| Rights at 48 CFR 52.227-19, as applicable. | |
| Manufacturer is Microsoft | |
| Corporation, One Microsoft Way, Redmond, WA 98052-6399. | |
| 10. | |
| EXPORT RESTRICTIONS. | |
| Recipient acknowledges that the Product | |
| licensed hereunder is subject to the export control laws and regulations of the | |
| U.S.A., and any amendments thereof. | |
| Recipient confirms that with respect to the | |
| Product, it will not export or re-export it, directly or indirectly, either to | |
| (i) any countries that are subject to U.S.A export restrictions (currently | |
| including, but not necessarily limited to, Cuba, the Federal Republic of | |
| Yugoslavia (Serbia and Montenegro), Haiti, Iran, Iraq, Libya, North Korea, South | |
| Africa (military and police entities), and Syria), (ii) any end user who | |
| Recipient knows or has reason to know will utilize them in the design, | |
| development or production of nuclear, chemical or biological weapons; or (iii) | |
| any end user who has been prohibited from participating in the U.S.A. export | |
| transactions by any federal agency of the U.S.A. government. | |
| Recipient further | |
| acknowledges that the Product may include technical data subject to export and | |
| re-export restrictions imposed by U.S.A. law. | |
| 11. | |
| ENTIRE AGREEMENT. | |
| This Agreement constitutes the complete and | |
| exclusive agreement between MS and Recipient with respect to the subject matter | |
| hereof, and supersedes all prior oral or written understandings, communications | |
| or agreements not specifically incorporated herein. | |
| This Agreement may not be | |
| modified except in a writing duly signed by an authorized representative of MS | |
| and Recipient. | |
| 12. | |
| PARTIES BOUND. | |
| If "Company Name" or a company address is filled in | |
| below, then the individual signing this Agreement represents that he/she has | |
| authority to execute this agreement on behalf of such company and agrees that | |
| Product (and any copies thereof) shall remain on the company premises, unless | |
| otherwise agreed by MS. | |
| <PAGE> | |
| IN WITNESS WHEREOF. | |
| Recipient has caused this Agreement to he executed | |
| by its duly authorized representative. | |
| ------------------------------------------------ | |
| Beta Site ID | |
| ------------------------------------------------ | |
| Company Name | |
| ------------------------------------------------ | |
| Alpha Site Contact/Tester (Recipient) | |
| ------------------------------------------------ | |
| Company Authorized Representative's Signature | |
| ------------------------------------------------ | |
| Print Authorized Signature and Title | |
| ------------------------------------------------ | |
| Physical Address (No P.O. | |
| Boxes) | |
| ------------------------------------------------ | |
| City, State, Zip | |
| ------------------------------------------------ | |
| Phone Number | |
| ------------------------------------------------ | |
| Microsoft Network Member ID | |
| ------------------------------------------------ | |
| Date | |
| --------------------------- | |
| RETURN TO: | |
| WPG Beta Group Address. | |
| Microsoft Corporation | |
| Attn: | |
| One Microsoft Way | |
| Redmond, WA 98052-6399 | |
| --------------------------- | |