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                       ALPHA AND BETA SOFTWARE
                  CONFIDENTIAL DISCLOSURE AGREEMENT

Revised 10/2011 This Agreement is made today between Side Effects Software Inc., a corporation incorporated under the laws of Ontario, Canada and having a place of business at 123 Front Street West, Suite 1401, Toronto ("Side Effects Software") and you ("Beta Tester").

BACKGROUND:

  1. Side Effects Software is in the business of developing and marketing certain computer graphics software and related materials.
  2. Beta Tester, in order to permit Side Effects Software in refining and perfecting such software and materials, has expressed an interest in testing certain alpha/beta versions of software more fully described in Schedule A (the "Software & Materials").
  3. Each Animator, as an employee, contractor or agent of the Beta Tester, may have access to the Software & Materials and perhaps to other confidential information of Side Effects Software such as trade secrets, business or product plans, which might be disclosed during the course of the software testing (the "Confidential Information").
  4. Side Effects Software wishes to ensure that the Software & Materials are not used by Beta Tester for purposes other than alpha/beta testing and that they are not disclosed to any other party without the prior written consent of Side Effects Software;

NOW THEREFORE, in consideration of this background and the provision of such materials to Beta Tester and other good and valuable consideration (the receipt and sufficiency of which are hereby acknowledged), Beta Tester agrees with Side Effects Software as follows:

  1. Side Effects Software hereby grants to Beta Tester on the terms set out herein a personal, non-transferable and non-exclusive license to use the object code version of the Software & Materials for its internal operations on its computers. Any commercial exploitation of the Software is at the Beta Tester's risk. Beta Tester's right to use the Software & Materials is limited to those rights expressly set out in this Agreement. Beta Tester shall carry out testing of the Software & Materials in accordance with such reasonable instructions as Side Effects Software may provide to it from time to time.
  2. Beta Tester shall use all reasonable efforts (which shall consist of at least the same level of diligence as it uses to protect its own proprietary information and trade secrets) to protect the confidentiality of all Software & Materials, including all product features, and other Confidential Information of Side Effects Software that may come to the attention of or knowledge of Beta Tester as a result of undertaking such testing. Beta Tester shall not discuss product features or show the Software & Materials to anyone. Beta Tester shall not copy, publish, disclose, attempt to recreate the source code version of the Software or make any use other than as contemplated herein of any of the Software & Material or any such Confidential Information. For the purposes hereof, Confidential Information shall not include any information that:
  • At the time of such disclosure, is generally available to the public through no fault of Beta Tester;
  • Was in possession of Beta Tester without any obligation of confidentiality prior to the date hereof and was not acquired directly or indirectly from Side Effects Software; or
  • Was received by Beta Tester after the date hereof from a third party who imposed no obligation of confidentiality and who did not acquire any such information directly or indirectly from Side Effects Software.
  1. Beta Tester shall not communicate or otherwise disclose to Side Effects Software during the term of this Agreement any confidential or proprietary information of any other third party.
  2. In accepting this Agreement the Beta Tester agrees to test and evaluate the Software & Materials and to report all problems, concerns, deficiencies and suggestions for improvements to Side Effects Software. A representative from Side Effects Software may be contacting Beta Tester weekly for a report.
  3. Upon completion of such testing or at any time on the request of Side Effects Software, Beta Tester shall promptly return to Side Effects Software all copies of the Software & Materials, as well as any Confidential Information, then in its possession or control and shall, if requested, provide Side Effects Software with a certificate signed by an authorized representative of Beta Tester to such effect from an officer of Beta Tester.
  4. All Software & Materials, as well as any Confidential Information, is provided "as is". Side Effects Software makes no representation, warranty or guarantee with respect to any such material and assumes no liability for the use and performance of any alpha and beta software. Side Effects Software reserves the right to alter all aspects of the Software and Documentation from one alpha or beta version to the next, including the user interface, screen displays, fonts and functionality.
  5. The Software will timeout and cease to function one month after its build date, regardless of when it was downloaded or installed.

SCHEDULE A SOFTWARE AND MATERIALS The following Software and related Materials are bound by the attached Alpha and Beta Software Test Agreement: Software: Houdini Engine for Unreal Version: Version 2.0 - alpha

You must accept these terms and conditions to install the Software and Materials.