Nondisclosure Agreement

This is an agreement, effective upon initial access, between Divine Project at http://www.divine-project.com (referred to as the "Company") and you (referred to as the "Beta tester"), for the purpose of preventing the unauthorized disclosure of Confidential Information as defined below. By checking the box below labeled "I Agree", both parties agree to enter into a confidential relationship with respect to the disclosure of certain proprietary and confidential information ("Confidential Information").


1.Definition of the Confidential Information.
For purposes of this Agreement, "Confidential Information" shall include all information or material that has or could have commercial value or other utility in the business in which Company is engaged, as it is related to beta tests. This includes but is not limited to:
(a) technical information concerning the Company's products and services, including product know-how, formulae, designs, devices, diagrams, software code, test results, processes, inventions, research projects and product development, technical memoranda and correspondence;
(b) information concerning the Company's business, including cost information, profits, sales information, accounting and unpublished financial information, business plans, markets and marketing methods, customer lists and customer information, purchasing techniques, supplier lists and supplier information and advertising strategies;
(c) any other information not generally known to the public that, if misused or disclosed, could reasonably be expected to adversely affect the Company's business.


2.Exclusions from Confidential Information.
Beta tester's Obligations under this Agreement do not extend to information that is:
(a) Publicly known at the time of disclosure or subsequently becomes publicly known through no fault of the Beta tester;
(b) Discovered or created by the Beta tester before disclosure by Company;
(c) Learned by the Beta tester through legitimate means other than from the Company or Company's representatives;
(d) Disclosed by Beta tester with Company's prior written approval.


3.Company's Obligations.
The Company shall provide materials (screenshots, documentation) to all Beta testers.
The Company shall provide a copy of the Software and any necessary documentation to most active Beta tester and instruct on how to use it and the desired test data to be gained.


4.Beta tester's Obligations.
Beta tester shall test the Software under normally expected operating conditions in Beta tester's environment during the test period.
Beta tester shall gather and report test data as mutually agreed upon with the Company.
Beta tester shall hold and maintain the Confidential Information in strictest confidence for the sole and exclusive benefit of the Company.
Beta tester shall carefully restrict access to Confidential Information to employees, contractors and third parties as is reasonably required and shall require those persons to sign nondisclosure restrictions at least as protective as those in this Agreement.
Beta tester shall not, without prior written approval of Company, use for Beta tester's own benefit, publish, copy, or otherwise disclose to others, or permit the use by others for their benefit or to the detriment of Company, any Confidential Information.
Beta tester shall return to Company any and all records, notes, and other written, printed, or tangible materials in its possession pertaining to Confidential Information immediately if Company requests it in writing.


5. Disclaimer of Warranty.
Beta tester understands and acknowledges that the Software is a test product and its accuracy and reliability are not guaranteed. Owing to its experimental nature, Beta tester is advised not to rely exclusively on the Software for any reason. Beta tester waives any and all claims it may have against the Company arising out of the performance or nonperformance of the Software.
THE SOFTWARE IS PROVIDED AS IS, AND THE COMPANY DISCLAIMS ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


6.Limitation of Liability.
The Company shall not be responsible for any loss or damage to Beta tester or any third parties caused by the Software or by the Company's performance of this Agreement.
THE COMPANY SHALL NOT BE LIABLE FOR ANY DIRECT INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF THE SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.


7.No Rights Granted.
Beta tester understands and acknowledges that the Software is provided for his own use for testing purposes only. This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in the Software or the Company's trade secrets to Beta tester. Beta tester may not sell or transfer any portion of the Software to any third party or use the Software in any manner to produce, market or support its own products. Beta tester shall clearly identify the Software as the Company's property.


8.No Assignments.
This Agreement is personal to Beta tester. Beta tester shall not assign or otherwise transfer any rights or obligations under this Agreement.


9.Entire Agreement.
This Agreement contains the entire understanding and agreement of the parties relating to the subject matter hereof. Any representation, promise or condition not explicitly set forth in this Agreement shall not be binding on either party. All additions or modifications to this Agreement must be made in writing and acknowledged by both parties to be effective.