GENERAL RELEASE AND NON-DISCLOSURE AGREEMENT
This General Release and Non-Disclosure Agreement (this “Agreement”) is effective as of the date below, and is agreed to by ______________________ (“Tester”) on behalf of Bhold, LLC (the “Company”).
WHEREAS, Tester desires to participate in the pre-release beta testing (the “Test”) of the ________________ (the “Product”);
NOW, THEREFORE, in order to participate in the Test, Tester agrees as follows:
- TESTER REPRESENTS THAT IT IS AWARE THAT THE PRODUCT IS CURRENTLY IN BETA TESTING PHASE AND IS NOT READY FOR PUBLIC CONSUMPTION. TESTER IS VOLUNTEERING TO USE THE PRODUCT FOR ITS DESCRIBED PURPOSES AND ANY OTHER PURPOSE TESTER DESIRES AND DOES SO KNOWING THAT THERE IS A POSSIBILITY THAT TESTER MAY CAUSE INJURY TO HIM OR HERSELF OR OTHERS. TESTER AGREES TO ASSUME ALL RISK OF INJURY TO ITSELF, OTHERS OR PROPERTY, WHETHER THOSE RISKS ARE KNOWN OR UNKNOWN.
- Tester hereby release the Company, its successors, assigns, affiliates, agents, officers, directors and employees (collectively, the “Releasees”) from any and all liability, claims, demands, actions and causes of action whatsoever arising out of or related to any loss, damage or injury (to persons or property), whether caused by the negligence of the Releasees or otherwise, while participating in the Test.
- Tester further hereby agrees to indemnify and hold harmless the Releasees from any loss, liability, damage or costs, including attorneys’ fees arising in connection with the Tester participating in the Test, whether caused by the negligence of the Releasees or otherwise.
- Tester further acknowledges that in connection with the Test, Tester will receive certain Confidential Information (defined below). To ensure the protection of such Confidential Information, and to preserve any confidentiality necessary under patent and/or trade secret laws, Tester hereby agrees that it shall not (a) disclose, orally or in writing (including, without limitation SMS text, posting on the internet on any sites, including blogs) such Confidential Information unless required to do so by law; (b) use, directly or indirectly, the Confidential Information commercially for its own benefit or the benefit of anyone else; (c) use the Confidential Information for the purpose of developing or improving a product or method for anyone except the Company; and (d) use the Confidential Information in preparing or prosecuting any patent application or in preparing or designing around patent claims.
“Confidential Information” is defined as, any invention description(s), technical and business information relating to proprietary ideas and inventions, ideas, patentable ideas, trade secrets, drawings and/or illustrations, patent searches, existing and/or contemplated products and services, research and development, production, costs, profits and margins, regardless of whether such information is designated as “Confidential Information” at the time of its disclosure.
- The obligations set forth in Section 4 shall not apply to Confidential Information (a) that was in Tester’s possession before receipt from the Company; (b) is or becomes a matter of public knowledge through no fault of Tester; (c) is rightfully received by Tester from a third party not owing a duty of confidentiality to the Company; (d) is disclosed without a duty of confidentiality to a third party by, or with the authorization of, the Company; or (e) is independently derived by Tester.
- In the event the Tester develops or conceives, either solely or jointly with others or with the Company, any improvements in the Confidential Information or any intellectual property related thereto (collectively, “Developments”), Tester agrees to assign and does hereby assign to the Company, for consideration herein acknowledged, all of Tester’s worldwide right, title and interest in and to such Developments. It is further agreed that such Developments shall be treated as Confidential Information of the Company. Further, the obligations of confidentiality and non-use hereunder are worldwide in scope and will apply to all Confidential Information disclosed by the Company to the tester pursuant to this Agreement before or after the effective date hereof, and whether or not such Confidential Information is also obtained by Tester from third parties or reverse engineering.
- Tester agrees to perform any acts and sign and deliver any documents which are reasonably necessary to effectuate the provisions and intent of this Agreement. If Tester cannot be located or is unable or unwilling to sign documents as required hereunder, Tester hereby appoints the Company as its attorney-in-fact for the limited purpose of executing all documents and performing all other acts necessary to give effect and legality to the provisions of this Agreement. Tester acknowledges that this appointment is coupled with an interest and is irrevocable.
- Tester represents that he/she is at least eighteen (18) years of age and have the right to enter into this agreement. In the event the Tester is not at least eighteen (18) years of age, Tester’s parent or legal guardian must sign on Tester’s behalf, and such signature certifies that this General Release and Non Disclosure Agreement was explained to the Tester and that the Tester understood it.
- If any provision of this Agreement should be held to be void or unenforceable, in whole or in part, such provision or part thereof shall be treated as severable, leaving valid the remainder of this Agreement and such remaining provision shall be modified as to be enforceable to the fullest extent allowed by law.
- This Agreement shall be governed by the laws of the State of New York without giving effect to any conflict of law rules.
IN WITNESS WHEREOF, Tester has executed this Agreement, and its effectiveness shall be from the date of the latest signature below.