The parties to this Agreement are Halcyan Studio, herein referred to as PSF, and the Betatester to whom PSF is disclosing information (Betatester). It is the desire of each party that the relationship shall be a pleasant and rewarding experience for both. However, it is understood that the relationship may be terminated, with or without cause, by either party at any time. Termination can only be effected by delivering a written notice, signed by an authorized officer of the terminating party, to the other party no less than ten (10) days prior to termination.
It is further agreed that this Agreement may be modified or amended only by a written instrument executed by both parties and approved by an officer of PSF.
It is further agreed that PSF shall identify such portions of the below described Products as it considers Confidential or Proprietary Information, and that this alone shall bind Betatester as required by the paragraphs to follow.
Betatester agrees that it is receiving a copy of either CONFIDENTIAL DOCUMENTS, SOURCE CODE OR A SUITABLE PORTION THEREOF OF the above described Products for evaluation and development support purposes only. Betatester agrees that all copies of the Products will be strictly safeguarded against disclosure or use by any persons or Betatester not authorized in writing by PSF to view and/or use this Products, and that the location of all copies so made will be reported to PSF at its request.
At the culmination of said evaluation, employment, or development period, Betatester agrees that it will permanently destroy all copies and/or modifications of the said Products in its possession or under its control, unless a signed written agreement by PSF orders otherwise. Betatester further agrees that it will not disclose of disseminate in any manner any information relating to the Products or the results of the use of the Products to any persons, organizations, or entities and will not even convey to any third party that such Products exist, ever existed, or have ever been known to exist or be in its possession.
Because the Products described above are pre-released copies, THE PRODUCTS ARE PROVIDED BY PSF AS-IS WITHOUT ANY WARRANTY OF ANY KIND. Betatester agrees that neither Betatester, PSF, nor anyone else involved in creating, producing, or delivering the Products shall be liable for any direct, indirect, consequential, or incidental damages relating to the Products. Both parties hold the other inviolable against any type of suit or assault that could at any time in the future arise, whether by the parties or their successors, partners, or other Betatester relationships.
Betatester, in consideration of its relationship with PSF, and in consideration of the matter contained in the preceding paragraphs, agrees that during the term of this Agreement, Betatester shall not, directly or indirectly, individually or as a vendor, employee, partner, officer, director, or stockholder or in any other capacity whatsoever of any person, firm, partnership, corporation, or other Betatester,
(i) compete with PSF in any manner derived directly from its examination or use of the Products except as to information presently in the public domain, or
(ii) disclose any Confidential and/or Proprietary Information to any third parties. However, Betatester may disclose Confidential Information in accordance with judicial or other governmental order, provided Betatester shall give PSF reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. PSF will cooperate fully with Betatester as to its desires in regard to compliance with such legal, judicial, or governmental order to the best of its ability.
This Agreement shall be governed and construed by the laws of the State of Washington. Any provision hereunder which contravenes applicable law shall be deemed to not be a part of this Agreement. This Agreement shall not be considered valid unless signed by authorized representatives of Halcyan Studio and Betatester.