AF-Beta-Test-Agreement-INDIA.docx 1 / 1
AUTOFORM Beta Test Agreement
This AutoForm Beta Test Agreement (“Agreement”) applies to
any beta-license grant by AutoForm Engineering India Pvt. Ltd.,
with its registered office at 8-2-269/4 C&D, 5th Floor, B.V. Raju
Bhavan, Road No. 2, Banjara Hills, Hyderabad-500034, India
(“AF”) to any end-user (“Licensee”) for the purpose of testing
AutoForm beta software products.
Preamble: AF and Licensee agree on a beta test of AutoForm
Software Version submitted by AF to Licensee for beta testing
(“Software”) at Licensee’s site under the following conditions:
1. Grant of Rights
Subject to the terms and conditions of this Agreement, AF grants
to Licensee a limited, non-transferable, non-exclusive license to
use the Software for internal evaluation only for a limited period
of time.
2. Beta Test Conditions
Licensee shall name a limited number of test users and these us-
ers will get a training using the Software. Licensee will test the
Software only by users who have been properly trained in using
the Software. Licensee accepts that the Software is a non-pro-
ductive version for internal tests only; data produced with the
beta version will not necessarily be compatible with the produc-
tion release. Licensee agrees that in case of malfunction, missing
functions, errors or inaccurate results he contacts AF to report
the problem and assist AF to reproduce it. AF must have the
possibility to analyse the problem and Licensee will provide all
necessary data therefor. From time to time and at the end of the
beta test, Licensee will provide AF with information about the
results of the beta test.
3. Warranty Disclaimer
AF makes, and Licensee receives, no warranties or conditions of
any kind, whether express, implied, statutory or otherwise, re-
lated to or arising out of this Agreement. All software, materials
and information furnished under or in connection with this
Agreement are provided "as is," and AF specifically disclaims the
implied warranties or conditions of merchantability, fitness for a
particular purpose, and non-infringement.
4. Confidentiality
“Confidential Information” means any information disclosed by
AF or another AutoForm entity to Licensee of a confidential or
proprietary nature. Confidential Information includes, without
limitation, the Software and all information embodied therein,
including the structure and look of the user interface, as well as
the results of the Software evaluation. Licensee agrees not to
use Confidential Information for any purpose except to carry out
its tests under this Agreement. Licensee will not disclose Confi-
dential Information to AutoForm’s competitors, to other third
parties or to its employees, except employees who are required
to have the information in order for Licensee to evaluate the
Software under this Agreement. Licensee agrees that it shall use
its best efforts to protect the secrecy of and to avoid the disclo-
sure and unauthorized use of Confidential Information. Without
limiting the foregoing, Licensee shall take at least those
measures that it takes to protect its own most highly confiden-
tial information, and shall ensure that its employees who have
access to Confidential Information have signed a non-use and
non-disclosure agreement in content similar to the provisions
hereof prior to any disclosure of Confidential Information to
such employees. This confidentiality section will survive the
term of this Agreement for five years.
5. Term and Termination
The term of this Agreement shall commence on the date of exe-
cution of this Agreement and shall end 3 months later. AF may
terminate this Agreement effective upon written notice to Licen-
see if Licensee breaches any material term or condition of this
Agreement, which breach is not cured within fifteen (15) days
after written notice of such breach from AF stating its intention
to terminate this Agreement.
6. Miscellaneous
This Agreement will be interpreted and governed by Indian law,
without reference to conflict of laws principles. Licensee may
not assign any of its rights or delegate any of its obligations un-
der this Agreement, whether by operation of law or otherwise,
without the prior written consent of AF. If any provision of this
Agreement is held to be invalid by a court of competent jurisdic-
tion, then the remaining provisions shall nevertheless remain in
full force and effect. The parties agree to renegotiate in good
faith any term held invalid and to be bound by the mutually
agreed substitute provision to effect the original intent of the
parties in entering into this Agreement prior to the invalid term
being held invalid. This Agreement is the complete and entire
agreement between the parties regarding the subject matter
hereof, and shall supersede and replace any and all prior agree-
ments, communications, and understandings (both written and
oral) regarding such subject matter.