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Non-Disclosure and Use Agreement (NDA) – Beta Use

Non-Disclosure and Use Agreement (NDA) – Beta Testing Phase

preamble

The provider is developing a learning management system ("LMS") that is currently in a closed beta phase. The beta tester will be granted temporary access to this system solely for evaluation purposes. The beta tester agrees to treat all information obtained during the beta phase as confidential and to comply with the following provisions of this agreement.

§ 1 Subject of the agreement

  1. The provider grants the beta tester a revocable, non-transferable test license, which is used exclusively for evaluating the LMS. Commercial use of the LMS by the beta tester is prohibited.

  2. The goal of the beta phase is to conduct functional tests, identify any bugs and gather feedback.

§ 2 Definition of confidential information

"Confidential Information" within the meaning of this Agreement means all information, whether transmitted orally, in writing, or electronically, that is made available to the Beta Tester in connection with the LMS. This includes, in particular:

  • Software functionality and design;

  • technical implementations (e.g. code snippets, system architecture);

  • Business models, internal documents and roadmaps;

  • Test data and test results.

§ 3 Obligation to confidentiality

  1. The beta tester undertakes to treat all confidential information as strictly confidential and to use it exclusively for the purposes of the beta test.

  2. Any disclosure of confidential information to third parties, the publication of such information or any other use not in accordance with the agreement is prohibited.

  3. This confidentiality obligation is valid indefinitely, even after the end of the beta phase.

§ 4 Intellectual property and usage rights

  1. All rights to the software and all associated documentation remain with the provider.

  2. The beta tester is not granted any rights of use beyond the test license granted above; the license granted is revocable at any time.

§ 5 Prohibition of reverse engineering

The beta tester is prohibited from decompiling, disassembling, analyzing, copying, or otherwise reverse engineering the LMS or any part thereof. He or she may not assist any third party in doing so.

§ 6 Feedback and utilization

  1. Any feedback, suggestions, and ideas for improvement provided by the beta tester may be used and exploited by the provider without restriction, particularly for commercial purposes.

  2. The beta tester has no right to compensation or to be named.

§ 7 Term and Termination

  1. This Agreement shall be effective upon signature and shall terminate upon the official completion of the Beta Period or upon written termination by either party.

  2. The confidentiality obligation pursuant to Section 3 shall remain in force indefinitely beyond the termination of this Agreement.

§ 8 Contractual penalty

If the beta tester violates any provision of this agreement, he or she shall pay a contractual penalty of EUR 10,000 for each violation. The Provider's right to assert further claims for damages remains unaffected.

§ 9 Final provisions

  1. Written form: Amendments and additions to this agreement must be made in writing to be effective. Oral side agreements are invalid.

  2. Applicable law & place of jurisdiction: German law applies. The exclusive place of jurisdiction for all disputes arising from this agreement is Stralsund.

  3. Severability clause: Should any provision of this agreement be or become invalid or unenforceable in whole or in part, the remaining provisions shall remain unaffected. In such a case, the parties undertake to agree on a legally effective provision that comes as close as possible to the economic purpose of the invalid provision.