          





          
                       <* Your Software Company Name Here *>
                              Nondisclosure Agreement
          
          <* Your Software Company Name Here *><* Address Here *> and
          
          _________________________________________________________________
          (hereinafter referred to as "Recipient") hereby agree as follows:
          
          1. The parties agree that it is necessary and desirable that <* 
          Your Software Company Name Here *> (hereinafter referred to as 
          "Software Company") disclose to Recipient confidential information 
          (hereinafter referred to as "Software Information") concerning any 
          or all of the current, future, or proposed products, pricing 
          policies, marketing programs, etc.;
          
          2. Recipient agrees that the Software Information shall be used 
          solely for beta testing.
          
          3. Recipient shall not communicate the Software Information to 
          any other third party and shall use its best efforts to prevent 
          inadvertent disclosure of Software Information to any third party. 
          
          
          4. Recipient shall neither use the Software Information nor 
          circulate it within its own organization except to the extent 
          necessary for beta testing discussions with authorized 
          representatives of the Software Company.
          
          5. The obligations of 2, 3, and 4 above shall terminate with 
          respect to any particular portion of the Software Information if:
          
              (a) it was on the public domain at the time of the Software 
          Companies communication therefor to Recipient;
          
              (b) it entered the public domain through no fault of 
          Recipient subsequent to the time the Software Companies 
          communication therefor to Recipient;
          
              (c) it was in Recipients possession free of any obligation of 
          confidence at the time the Software Companies communication 
          thereof to Recipient;
          
              (d) it was rightfully communicated to the Recipient free of 
          any obligation of confidence subsequent to the time of the 
          Software Companies communication thereof to Recipient;
          
              (e) it was developed by employees or agents of Recipient 
          independently of and without reference to any Software Information 
          or any other information that the Software Company has disclosed 
          in confidence to any third party; or
          
              (f) when it was communicated by the Software Company to a 
          third party free of any obligation of confidence.

          





          6. Communications from Recipient to personnel and authorized 
          representatives of the Software Company shall not be in violation 
          of the proprietary rights of any third party and shall be made 
          without any obligation of confidence.
          
          7. This agreement shall govern all communication between the 
          Software Company and Recipient during the period from the date of 
          the agreement to the date on which which either party receives 
          from the other written notice that subsequent communications shall 
          not be so governed.
          
          8. This agreement shall be construed in accordance with the laws 
          of the state of <* Enter Your State Here *>.
          
          
          <* Your Software Company Name Here *>
          
          By ___________________________________
          Title ________________________________
          Date _________________________________
          
          
          Recipient 
          
          By ___________________________________
          Title ________________________________
          Date _________________________________