extraordinary events observed by Licensee respecting the Beta Test Plan, supported by data, printouts, or other evidence of such events as appropriate.

(b). From time to time throughout the Beta Test period, Vendor may require additional or modified tests of the Pre-Release Software not set forth in the Beta Test Plan. Such tests will generally relate to modifications made to the Pre-Release Software. Any such additional or modified tests shall be performed by Licensee and the results recorded in the Beta Test Plan.

(c). Licensee's personnel shall report each instance of any failure or malfunction of the Pre-Release Software ("Program Failure") in full (including, without limitation, description of the application then underway and the specifics of the Program Failure). If any Program Failure results in damage to files or data or if the frequency of Program Failures is excessive under the circumstances, Licensee shall also promptly notify Vendor of this fact. Copies of the reports regarding Program Failures shall be forwarded to Vendor.

(d). Following termination of the Beta Test period, the Licensee shall prepare a Beta Test completion report as outlined in the Beta Test Plan. After the completion report has been submitted to the Vendor, the Beta Test of the Pre-Release Software will be deemed completed.

3. OWNERSHIP

The Pre-Release Software, the related documentation, and all authorized copies thereof shall remain the exclusive property of Vendor and shall not be used in any way other than as allowed by this Agreement. Licensee acknowledges that, as between Vendor and Licensee, the Pre-Release Software and its related documentation and all copyrights, trade secret rights, and other intellectual property rights with respect thereto, are and will at all times be the property of Vendor, even if suggestions made by Licensee are incorporated into subsequent versions of the Pre-Release Software or related documentation.

4. CONFIDENTIALITY

Licensee acknowledges that the Pre-Release Software, related documentation, and other related materials provided by Vendor, and the Beta Test results compiled by Licensee, are the confidential information of Vendor ("Confidential Information"). Licensee agrees to use the Confidential Information only for the limited term of this license and solely for the purpose of participating in Vendor's Beta Test, and further agrees to take all steps reasonably necessary to maintain and protect the Confidential Information in the strictest confidence for the benefit of Vendor. Licensee agrees that it will not at any time, without the express written permission of Vendor, disclose the Confidential Information directly or indirectly to any third person, except to employees of Licensee who have expressly agreed in writing to be bound by the terms of this Agreement.

Confidential Information shall not include information that is (1) already in the public domain; (2) becomes generally known or available by publication, commercial use, or general sale of copies of the Pre-Release Software by Licensee; (3) discovered or created by Licensee independent of any involvement with Vendor or the Pre-Release Software; or (4) otherwise learned by Licensee through legitimate means other than from Vendor or anyone connected with Vendor.

Licensee's obligations with respect to the Confidential Information shall continue for the shorter of _________ (—) years from the date of its receipt of the Confidential Information, or until such information is subject to one of the exclusions set forth above.

5. DISCLAIMER OF ALL WARRANTIES

LICENSEE ACKNOWLEDGES AND UNDERSTANDS THAT IT IS RECEIVING A PRELIMINARY BETA TEST VERSION OF THE PRE-RELEASE SOFTWARE AND RELATED DOCUMENTATION

THAT THE PARTIES EXPECT MAY CONTAIN SIGNIFICANT ERRORS, OMISSIONS, AND PROBLEMS. LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO RESPONSIBILITIES TO LICENSEE TO CORRECT ANY DEFECTS OR PROBLEMS IN THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, OR TO ASSURE THAT THE PRE-RELEASE SOFTWARE OPERATES PROPERLY. VENDOR DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION, WHETHER EXPRESS OR IMPLIED, INCLUDING SPECIFICALLY THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE PRE-RELEASE SOFTWARE AND THE RELATED DOCUMENTATION IS PROVIDED "AS IS", AND LICENSEE UNDERSTANDS THAT IT ASSUMES ALL RISKS OF ITS USE, QUALITY, AND PERFORMANCE.

6. DISCLAIMER OF LIABILITY

BECAUSE OF THE NATURE OF THIS BETA TEST AGREEMENT, LICENSEE AGREES AND ACKNOWLEDGES THAT VENDOR SHALL HAVE NO LIABILITY WHATSOEVER TO LICENSEE FOR ANY PROBLEMS IN OR CAUSED BY THE PRE-RELEASE SOFTWARE OR THE RELATED DOCUMENTATION, WHETHER DIRECT, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING LOSS PROFITS).

7. TERM AND TERMINATION

The term of this Agreement shall be for a period of _________ days, unless sooner terminated as provided herein. Either party, however, may terminate this Agreement at any time upon five (5) days' written notice.

Upon termination of this Agreement, Licensee will (i) erase or otherwise destroy all copies of the Pre-Release Software that are fixed or resident in the memory or hard disks of computers owned or controlled by Licensee and (ii) return to Vendor all other existing copies (including original copies) of part or all of the Pre-Release Software and related documentation.

8. GENERAL PROVISIONS

(a). Assignment. This Agreement may not be assigned by Licensee or by operation of law to any other person, persons, firms, or corporations without the express written approval of Vendor.

(b). Notices. All notices and demands hereunder shall be in writing and shall be served by personal service or by mail at the address of the receiving party set forth in this Agreement (or at such different address as may be designated by such party by written notice to the other party). All notices or demands by mail shall be by certified or registered mail, return receipt requested, or by nationally-recognized private express courier, and shall be deemed complete upon receipt.

(c). Governing Law. This Agreement shall be governed by and construed in accordance with the substantive laws of the State of _________.

(d). Relationship of the Parties. Each party is acting as an independent contractor and not as an agent, partner, or joint venturer with the other party for any purpose. Except as provided in this Agreement, neither party shall have any right, power, or authority to act or to create any obligation, express or implied, on behalf of the other.

(e). Survival of Certain Provisions. The obligation of confidentiality set forth in the Agreement shall survive the termination of the Agreement by either party for any reason.

(f). Headings. The titles and headings of the various sections and paragraphs in this Agreement are intended solely for convenience of reference and are not intended for any other purpose whatsoever or to explain, modify, or place any construction on any of the provisions of this Agreement.

(g). All Amendments in Writing. No provisions in either party's purchase orders, or in any other business forms employed by either party, will supersede the terms and conditions of this Agreement, and no supplement, modification, or amendment of this Agreement shall be binding, unless executed in writing by a duly authorized representative of each party to this Agreement.

(h). Entire Agreement. The parties have read this Agreement and agree to be bound by its terms, and further agree that it constitutes the complete and entire agreement of the parties and supersedes all previous communications, oral or written, and all other communications between them relating to the license and to the subject matter hereof. No representations or statements of any kind made by either party that are not expressly stated herein shall be binding on such party.

IN WITNESS WHEREOF, the parties have executed this Agreement as of the date set forth above.

EXHIBIT A.

BETA TEST PLAN