NON-DISCLOSURE AGREEMENT AND BETA TESTING AGREEMENT
Parties: All Participant’s within the GivEnergy Beta Testing Community (the participant)
This Non-Disclosure Agreement and Beta Testing Agreement (“Agreement”) is entered into on [Date] (the “Effective Date”) by and between:
GivEnergy Ltd, a company registered in England under company number 11571089 whose registered office is at Osprey House, Brymbo Road, Newcastle-under-Lyme, ST5 9HX including all its group companies now and in the future (hereinafter referred to as the “Company”), and the participant.
“the Participant” refers to the owner of the GivEnergy Community and/or GivEnergy account that is participating in Beta Testing.
WHEREAS, the Company is engaged in the development of certain firmware, software, products, or services (the “Product”), which it wishes to beta test.
WHEREAS, the Participant is interested in participating in the beta testing of the Product and may have access to certain confidential information related to the Product.
In consideration of the premises and covenants contained herein, the parties agree as follows:
- Confidentiality Obligations:
1.1 The Participant agrees to maintain the confidentiality of all information, including but not limited to technical, business, financial, and other proprietary information, disclosed by the Company to the Participant during the course of beta testing (the “Confidential Information”).
1.2 The Participant agrees to use the Confidential Information solely for the purpose of beta testing the Product and shall not disclose, reproduce, distribute, or otherwise make the Confidential Information available to any third party without the prior written consent of the Company.
- Ownership and Rights:
2.1 The Company retains all rights, title, and interest in and to the Product and any improvements, modifications, or derivative works thereof.
2.2 The Participant acknowledges that participation in the beta testing does not grant them any ownership rights or licenses in the Product beyond the scope of this Agreement.
- Beta Testing:
3.1 The Participant agrees to participate in the beta testing of the Product and provide feedback, bug reports, and suggestions to the Company. Failure to respond to a reasonable requests for feedback, reports, suggestion for improvement shall be treated as non-participation.
3.2 The Participant understands that the beta testing is provided on an “as-is” basis and may contain bugs, errors, or other defects.
3.3 The Participant understands that any equipment given out by the Company remains the property of the Company.
3.4 The Participant agrees that if they do not participate fully in the beta testing of the Product or provide feedback or bug reports, the Company reserves the right to
request the return of any equipment supplied by the Company in relation to the beta testing or charge for the said equipment that is not returned.
- Term and Termination:
4.1 This Agreement shall commence on the Effective Date and continue until being five years from the date of this agreement or until terminated by the Company with written notice.
4.2 Upon termination, the Participant shall promptly return or destroy all copies of the Confidential Information in their possession and arrange the return.
of any equipment supplied by the Company in relation to the beta testing unless otherwise agreed by the Company.
4.3 The termination of this agreement shall not affect any accrued rights or remedies to which either party is entitled.
4.4 The Company shall be entitled to the remedies of damages as well as injunction, specific performance or other equitable relief for any threatened or actual breach of the terms of this agreement.
- Governing Law and Jurisdiction
5.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
5.2 Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this agreement or its subject matter or formation.