SelfReliant Beta Program
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SelfReliant Beta Program SelfReliant Beta Program Document Transcript

  • h SelfReliant Beta Program By: GoAhead Software September 2003 GoAhead Software Incorporated 10900 NE 8th Street, Suite 1200 Bellevue, Washington 98004-1455 PHONE +1.425.453.1900 FAX +1.425.636.1117 CONTACT info@goahead.com www.goahead.com
  • Table of Contents Introduction ................................................................................................................................................. 3 Intended Audience ...................................................................................................................................................3 What is Beta software? ............................................................................................................................................3 The GoAhead SelfReliant 7500 3.0 Beta Program ................................................................................... 4 Non-Disclosure Agreement......................................................................................................................................4 Pre-Installation Discussions.....................................................................................................................................4 Delivery Of Product..................................................................................................................................................4 Length Of Engagement............................................................................................................................................4 Terminating the Beta Program.................................................................................................................................4 GoAhead Software’s Responsibilities ......................................................................................................................5 Customer Responsibilities .......................................................................................................................................5 Site and System Requirements ...............................................................................................................................5 Product Description & Beta Instructions.................................................................................................. 6 SelfReliant Basic Availability Management (SR-BAM).............................................................................................7 SelfReliant Distributed Messaging (SR-DM) ............................................................................................................9 SelfReliant Embedded Systems Management (SR-ESM) .....................................................................................10 SelfReliant Advanced Suite (SR-AS) .....................................................................................................................11 Attachments .............................................................................................................................................. 12 A. Beta Test Site Agreement ................................................................................................................... 13 GoAhead Software Contact Information: ...............................................................................................................15 Customer Site Information: ....................................................................................................................................16 B. Mutual Non-Disclosure Agreement ................................................................................................... 17 GoAhead Software Page 2 of 20 9/30/2003
  • Introduction Thank you for evaluating this latest release of GoAhead SelfReliant 7500 3.0. We are dedicated to offering a quality product to our customers. To help us do this, we have created this beta program, which has several purposes. For you, the beta tester, the program allows an early look at the latest features and functionality of the product while giving you the opportunity to not only evaluate it, but also to provide feedback and suggest enhancements prior to product release. The program enables us to have the product installed early in several "real world" environments with actual users of the product. This expands our test base, allowing us to verify both functionality and performance while considering user feedback and enhancement requests. As an added extra incentive and a thank you from GoAhead Software, we will grant a $3,000 credit towards the purchase of SDKs, a support package or training. Intended Audience This document is for parties interested in evaluating the latest release of SelfReliant under our beta program. Responsibilities and expectations for both you and GoAhead Software will be explained. The latest Product Release Notes detailing all new Features, Fixes, and Known Issues are included with the product. Also, both a Beta Test Site Agreement and a Non-Disclosure Agreement (NDA) form are attached. Unless waived in advance by GoAhead, both of these documents must be completed and returned to GoAhead Software prior to the loading of any software and the start of beta testing. What is Beta software? Software released for Beta will have: 1. All major features implemented and tested. Some minor features or functionality may be missing. 2. A suitable amount of QA and internal testing completed. This means that the QA acceptance tests have been run on the software and the QA manager has released the software as "beta quality". 3. No critical defects in the software. 4. Early product documentation that has had a first level review. 5. Been mastered onto a CD in its intended final configuration, after it has been demonstrated that the product can be installed onto a clean target machine. 6. Had both the Engineering Program Manager and the Product Manager agree that the product is ready for beta. For special cases, it is possible that you would receive a product that does not meet all of the conditions in the definition above. If so, the specifics should be stated clearly in the Special Considerations section of the attached Beta Test Site Agreement document. GoAhead Software Page 3 of 20 9/30/2003 View slide
  • The GoAhead SelfReliant 7500 3.0 Beta Program Non-Disclosure Agreement Unless waived by GoAhead, completion of a Non-Disclosure Agreement (NDA) is required to participate in this beta program. In the course of our analysis of your design environment and requirements and your review of our product features and future capabilities, it is likely that both parties will be working with sensitive company information. Thus, it is necessary to take steps to insure that both your interests and GoAhead Software's interests are protected. Our NDA is mutual in that it protects trade and business secrets for both companies. See attached Non-Disclosure Agreement. Pre-Installation Discussions Before being accepted as a beta customer, a GoAhead Engineer in cooperation with a GoAhead Product Manager and your development and business managers will review your goals and needs with respect to SelfReliant to determine whether your participation in the Beta Program is feasible. Once participation is determined, a GoAhead Engineer will work with your technical experts to identify your design environment, as well as the SelfReliant requirements. This information will be recorded and used as a point of reference in the planning and deployment of SelfReliant within your environment. Delivery Of Product You will either receive a CD containing the beta software and manuals or instructions on how to download the information via ftp from our site. The details concerning system and component configuration and responsible parties will be reviewed during the pre-installation discussions. Length Of Engagement Our expectation is that the goals of the Beta Program can be met with a four to six week testing period. This will be driven by both your needs and GoAhead’s needs as well as our joint experience. Based on past performance, we have found that for major product upgrades, feature additions, architectural changes, or for new products, four to six weeks is a reasonable amount of time. For minor product upgrades, bug fixes, or when rolling from one release candidate to another inside the same beta program, two to four weeks has been the norm. While there is no standard set length for a beta test period, any agreement to deviate from the above examples should be detailed in the "Special Considerations" section of this document. Terminating the Beta Program At the end of the beta period, you must either purchase the product (available at a beta test participant discount), or uninstall the product from all machines on which the product is installed, remove the installation directory, and return all beta CDs and documentation to GoAhead Software. It is our policy to have all customers upgrade their beta software to “released” product within a reasonable time following product release. Due to support and management issues, it is important to have all beta software and manuals removed from the production environment as soon as possible after product release. GoAhead Software Page 4 of 20 9/30/2003 View slide
  • GoAhead Software’s Responsibilities • We will work to form a strong partnership with you so that both your needs and our needs can be met. • We will provide beta product to you at no cost. • Documentation will be provided with the product as it becomes available (electronic). • Where required, and agreed to by both parties, GoAhead representatives will travel to your site for installation assistance. • We will schedule all feedback meetings in advance and stay focused on a predetermined agenda so as to use as little of your time as possible. • We will provide the following support: − Direct support from a GoAhead Applications Engineer. − Secondary support from the GoAhead development team. This will be coordinated through the GoAhead beta program manager and the responsible GoAhead Applications Engineer. − Product direction, features, and enhancement request support by a GoAhead Product Manager. − Online problem reporting form. Customer Responsibilities • Work with us to form a strong partnership with you so that both your needs and our needs can be met. • Ensure that the Beta Test Site Agreement has been reviewed and signed and that both companies are in compliance (unless waived by GoAhead in advance). • Ensure that the pre-installation discussions cover all pertinent areas of your design environment and that any anticipated problems have been reviewed. • Install the product only at the location or locations detailed in the Beta Test Site Agreement. • Use the product on a regular basis during the beta test period. • Provide feedback as to the ease of installation, and any problems encountered during installation. • Provide us with prompt notification of any problems found either by email, phone, fax, or through the Product Feedback form on our Internet site. • On occasion, participate in properly scheduled conference calls to provide detailed product feedback. • At the end of the beta period, agree to either purchase the product or remove it from your environment and return all CD's and documentation to GoAhead. • Permit GoAhead to acknowledge the user as a beta customer in GoAhead marketing materials and to list the company name in GoAhead Software’s market launch press release. Site and System Requirements Generally, you must have sufficient resources to install the beta product and keep it running during the beta test period. You must also have someone designated as a project lead. This person will be responsible for communicating the project status back to the GoAhead team. Detailed hardware and software system requirements for SelfReliant are outlined in the Product Release Notes. GoAhead Software Page 5 of 20 9/30/2003
  • Product Description & Beta Instructions Thank you for participating in the SelfReliant 7500 3.0 beta program. The program provides beta testers with an early look at the latest features of the product as well as the opportunity to evaluate, provide feedback, and suggest enhancements prior to the product release. GoAhead SelfReliant 7500 3.0 is a set of integrated, platform-independent modules, including: • Basic Availability Management (SR-BAM) • Distributed Messaging (SR-DM) • Embedded Systems Management (SR-ESM) • Advanced Suite (SR-AS, includes all modules, plus additional functionality) As a participant in the beta program, GoAhead welcomes you to evaluate any or all of the above product modules. General guidelines for reviewing product functionality are provided below and we welcome you to explore the product to the extent that you see fit. During this process, we ask that you consider the following set of questions and provide any other feedback you have during installation and use of the product. 1) Does the feature or module meet your needs and expectations? 2) How does this feature or module compare to similar functionality you’ve used or developed in-house? 3) What additional features or what changes to the product would make it more useful? 4) Did you see any irregularities or bugs in the operation of the feature as documented? 5) Was the documentation and any relevant samples adequate to understand and use the feature or module? Feedback can be provided in a written format submitted by email to a named GoAhead Applications Engineer. Alternatively GoAhead can set up weekly or bi-weekly conference calls allowing beta testers to verbally communicate feedback and ask product related questions. GoAhead will work with beta testers on an individual basis to determine the tester’s preferred method for providing feedback. GoAhead Software Page 6 of 20 9/30/2003
  • SelfReliant Basic Availability Management (SR-BAM) SelfReliant Basic Availability Management (SR-BAM) provides the ability to monitor and manipulate applications and services in your network to improve service availability. Increases in availability are accomplished by timely failure identification and execution of recovery actions, such as restarting an application or failing over to a redundant application or service. SelfReliant’s BAM module provides users with Transparent Availability Management and Simplified Availability Management to achieve service availability using differing levels of integration. Transparent Availability Management Transparent Availability Management (TAM) provides the ability to model, monitor, and restart applications and network services. TAM allows you to configure SelfReliant managed objects to represent applications and services, whether or not they have been modified for integration with SelfReliant. Operating system-level scripts can be configured to provide health monitoring and actions in response to managed object state transitions. TAM provides the following features: Application availability management without requiring coding or application modification. Multiple forms of application monitoring including port request, http GET request, command line function, process table checks, and custom scripts. Application failover scripts. Application role assignments: active, standby and unassigned. Failover of active application to standby application automatically upon fault detection, via manual request or external management interface. Individual or group failover support, including failover of resources and processes dependent upon the failing application. Configurable (number and time period) retry policies to attempt, upon failure, to restart the application on the current node prior to a switchover. Node monitoring via ping using customer-defined IP address. TAM Beta Testing Guidelines Use the SelfReliant Getting Started Guide to install and configure the Basic Availability Management module on one or multiple nodes. Select an application you’d like to HA-enable and use the TAM documentation to configure the application accordingly. Experiment with your configuration to evaluate TAM’s management capabilities. Suggested activities: o Test different options for heartbeating the application (process existence, http request, etc). o Experiment with different redundancy configurations (1:1, N:1, etc). o Add additional resources to be managed and experiment with system model object relationships (parent/child, follow the leader, etc). Review the TAM documentation to understand additional TAM functionality and capabilities not tested hands-on. Provide responses to questions 1-5 above as well as any other feedback on your use of TAM. GoAhead Software Page 7 of 20 9/30/2003
  • Simplified Availability Management Simplified Availability Management (SAM) provides a simplified set of APIs that you can use to integrate an application with SelfReliant and provide 2-node stateful failover, checkpointing, in-process health monitoring, and state transition notifications. SAM is provided with the SelfReliant Basic Availability Management module and the SelfReliant Suite. SAM provides the following features Simplified HA API for pairs of applications in active/standby and active/active configurations Millisecond stateful switchover. Automatic management of registration, monitoring channels and connection points. Support for individual, group, service group and dependency failover scenarios. Simplified checkpointing API enables start, stop, restart and switchover of application. SAM Beta Testing Guidelines Use the SelfReliant Getting Started Guide to install and configure the Basic Availability Management module on one or multiple nodes. Select an application you’d like to HA-enable and use the SAM documentation to configure the application accordingly. This should be an application you have the ability to modify and rebuild. Experiment with your configuration to evaluate SAM’s management capabilities. Suggested activities: o Test different SAM options for heartbeating the application (method invocations, posting health from the application event loop, etc). o Add additional resources to be managed and experiment with system model object relationships (parent/child, follow the leader, etc). o Expand SAM’s management of the application by registering for additional method notifications (lock, enable, disable, etc). o Test the performance of SAM application failover and application restart. Review the SAM documentation to understand additional SAM functionality and capabilities not tested hands-on. Provide responses to questions 1-5 above as well as any other feedback on your use of SAM. GoAhead Software Page 8 of 20 9/30/2003
  • SelfReliant Distributed Messaging (SR-DM) SelfReliant Distributed Messaging (SR-DM) is designed to fill the gap between enterprise messaging and hard-coded messaging, by satisfying the fundamental communication needs of distributed systems with a massaging system that is cross-platform, low-overhead, high-performance, extremely reliable, and location-independent. SR-DM provides the following features High performance distributed messaging (> 38,000 messages p/sec). Fast, easy set up of cluster messaging. Extensive support for different types of message delivery. Overload messaging management. Reliable messaging transport. Built-in fault management. Web and CLI-based access and control. SR-DM Beta Testing Guidelines Use the SelfReliant Getting Started Guide to install and configure the Distributed Messaging Service module on one or multiple nodes. Select an application in which you’d like to implement DMS functionality. Alternatively you can evaluate and modify the GoAhead provided DMS sample applications. Experiment with your configuration to evaluate DMS messaging capabilities. Suggested activities: o Compare the different messaging functionality offered by the simplified and advanced API sets. o Compare the different messaging models including point to point, publish/subscribe, and server pooling. o Evaluate DMS message reliability using message acknowledgements and testing messaging scenarios across primary network failover. o Experiment with messaging overload and throttling controls. o Experiment with DMS message priorities. Review the DMS documentation and samples to understand additional DMS functionality and capabilities not tested hands-on. Provide responses to questions 1-5 above as well as any other feedback on your use of DMS. GoAhead Software Page 9 of 20 9/30/2003
  • SelfReliant Embedded Systems Management (SR-ESM) SelfReliant’s Embedded Systems Management module (SR-ESM) provides system management building blocks to enable creating management functionality in the areas of fault management, configuration, performance and OAM&P. These building blocks may be supplemented and integrated with other technologies if necessary to more deeply cover OAM&P capabilities. SR-ESM provides the following features Support for web-based or SNMP access and control. Single node fault management. Small footprint, high-performance in-memory database for replication and persistence. Extensive notification capabilities. SR-ESM Beta Testing Guidelines Use the SelfReliant Getting Started Guide to install and configure the Embedded Systems Management module on one or multiple nodes. Review the ESM module documentation and samples to understand and evaluate ESM features and functionality. Provide responses to questions 1-5 above as well as any other feedback on your use of ESM. GoAhead Software Page 10 of 20 9/30/2003
  • SelfReliant Advanced Suite (SR-AS) The SelfReliant 7500 Advanced Suite (SR-AS) is the first platform-independent suite of middleware for developers of highly reliable embedded systems and applications. The suite combines the functionality and features offered in the Basic Availability Management, Distributed Messaging. and Embedded Systems Management modules. The suite also supports the Service Availability Forum HPI specification, offering pre-integration with any HPI compliant hardware platforms. SR-AS provides the following services: Availability Management Service (AMS). o System model. o Management of hardware or software resources. Distributed Messaging Service (DMS). Cluster Management Service (CMS). Fault Management Service (FMS). Management Database Service (MDS). Replicated Database Service (RDS). Embedded Systems Management (ESM). Platform Resource Management Service (PRMS). SR-AS Beta Testing Guidelines Use the SelfReliant Getting Started Guide to install and configure the Advanced Suite on one or multiple nodes. For new users, evaluate any of the modules or services listed above to test the performance and functionality of the integrated suite. Use existing samples where possible to perform this evaluation. For existing SelfReliant users: o Install SelfReliant 3.0 and rebuild your existing applications to verify compatibility with the latest features and enhancements. o Measure/characterize performance and scalability of your system using SelfReliant 3.0 to observe and record any improvements or deterioration. o Verify interoperability by clustering 2.X and 3.0 nodes. For HPI compliant hardware manufacturers, use the SelfReliant HPI documentation to verify compatibility between your hardware and SelfReliant’s HPI implementation. Provide responses to questions 1-5 above as well as any other feedback on your use of SR-AS. GoAhead Software Page 11 of 20 9/30/2003
  • Attachments Unless waived by GoAhead in advance, the following agreements must be signed in order to participate in the Beta Program. Beta Test Site Agreement Non-Disclosure Agreement GoAhead Software Page 12 of 20 9/30/2003
  • A. Beta Test Site Agreement Dear Beta Tester: Thank you for your interest in testing GoAhead Software’s products. We believe that forming a partnership with our beta testers will allow us to provide high-quality products that meet your needs. The program also allows you access to our latest technology, giving you the opportunity to influence the direction and focus of our product development. In order to ensure a positive and effective beta experience for both parties, we have developed a set of guidelines that are detailed below. Please read through this document carefully. Review each guideline and then sign and return the agreement to your GoAhead Software representative. Guidelines 1. GoAhead will provide beta product to the user, at no cost to the user. Documentation will be provided with the software as it becomes available. The documentation provided with early beta software might be electronic only. The product covered under this beta agreement is: SelfReliant 7500 Version 3.0 herein referred to as “the software” or “the product” (software and associated documentation). 2. The beta tester has the right to install the software at the location or locations described at the end of this document, and to use the software during the beta test period. At the end of the beta period, the user agrees to either purchase the product, or uninstall the product from all machines on which the product is installed, remove the installation directory, and return all beta CD’s and documentation to GoAhead Software. 3. Generally, GoAhead expects that the user will be responsible for installing the beta software, and that the user will provide feedback as to the ease of installation, and any problems encountered during installation. Where required, GoAhead and the user can agree that GoAhead representatives will travel to the user site for installation assistance. 4. The user agrees to use the software on a regular basis. During the beta test period, the user agrees to provide GoAhead with prompt notification of any problems found. This notification can be delivered electronically via our website. In addition, GoAhead may wish to schedule one or more conference calls between the user, and GoAhead Marketing and Development employees for the purpose of obtaining detailed product feedback. GoAhead agrees to schedule such meetings with the user in advance, and to keep the agenda of such meetings focused so as to use as little of the users time as possible. 5. GoAhead shall provide user with the following technical support during the beta test period: • Direct support from a GoAhead Applications Engineer named below. • Secondary support from the GoAhead development team. This will be coordinated through the GoAhead Director of Client Services and the GoAhead Applications Engineer. GoAhead Software Page 13 of 20 9/30/2003
  • • Support for feature request and enhancement discussion from the GoAhead Product Manager named below. • Online problem reporting forms through the GoAhead Internet site. 6. Disclaimer and Limitation of Liability. The product and other confidential information are provided “as is”. GoAhead grants no conditions or warranties, either express or implied, including all implied conditions or warranties of merchantability, title, non-infringement, or fitness for a particular purpose. In no event shall GoAhead be liable for any losses or damages caused by the use of the product by the user. In addition, GoAhead reserves the right at any time not to release the product, or, even if released, to alter prices, features, specifications, capabilities, functions, release dates, general availability, or other characteristics of the product. The user acknowledges that the software is of pre- release quality, has not been fully tested, and may contain errors. The user assumes the entire risk arising out of the use of the product. 7. Upon successful completion of this beta program and agreement to purchase SelfReliant, the user agrees to act as a reference site for the product. Reference sites may be asked to report on their experiences with SelfReliant to prospective SelfReliant customers. These requests will be kept to a minimum and managed through the person administrating SelfReliant at your site. Further, user agrees that GoAhead has the right to acknowledge the user company name in our marketing materials as a beta customer and to list the company name in our market launch press release. . 8. Upon successful completion of this beta program, the user will be granted a $3,000 (US$) credit towards the purchase of SDK’s, a support program or training. This credit will be good for a one year period. Special Considerations Signed and Agreed to: Company: GoAhead Software ________________________________ Print Name: Print Name: ________________________________ ________________________________ Signature: Signature: ________________________________ ________________________________ Date: ____________________ Date: _______________________ GoAhead Software Page 14 of 20 9/30/2003
  • GoAhead Software Contact Information: For technical questions, problems, bug reports or other technical issues, please contact: Brian Hiegel Director, Client Services GoAhead Software 10900 NE 8th Street SE, Suite 1200 Bellevue, WA 98004-1455 brianh@goahead.com 425-468-5411 For business and marketing-related issues or questions, discussion about product features, etc., please contact: Ken Hosac Director, Product Management GoAhead Software 10900 NE 8th Street SE, Suite 1200 Bellevue, WA 98004-1455 kenh@goahead.com 425-468-5444 GoAhead Software Page 15 of 20 9/30/2003
  • Customer Site Information: Please provide the address(es) of the site(s) where this product is to be installed. In addition, please provide the name, phone number and email address of the person in charge of installing and using the software at each site, and the number of users to be licensed at each site. Site Location # 1: Contact Name: ___________________________________________________ Phone Number: ___________________________________________________ Email: ___________________________________________________ Address: ___________________________________________________ State / Province / Zip: ___________________________________________________ Site Location # 2: Contact Name: ___________________________________________________ Phone Number: ___________________________________________________ Email: ___________________________________________________ Address: ___________________________________________________ State / Province / Zip: ___________________________________________________
  • B. Mutual Non-Disclosure Agreement This Mutual Non-Disclosure Agreement (the “Agreement”) is made as of September_____, 2003 by and between GoAhead Software Inc., a State of Washington corporation (the “Company”), and ____________________________ a ___________________ corporation (“Third Party”). 1. Purpose. The Company and Third Party wish to explore a possible business opportunity of mutual interest to install, test and report on the beta version of SelfReliant 7500 Ver 3.0___ ______________________________________________________________________________ (the “Relationship”) in connection with which each party has disclosed and/or may further disclose its Confidential Information (as defined below) to the other. This Agreement is intended to allow the parties to continue to discuss and evaluate the Relationship while protecting each party’s Confidential Information against unauthorized use or disclosure. 2. Definition of Confidential Information. “Confidential Information” means any oral, written, graphic or machine-readable information including, but not limited to, that which relates to patents, patent applications, research, product plans, products, developments, inventions, processes, designs, drawings, engineering, formulae, markets, software (including source and object code), hardware configuration, computer programs, algorithms, business plans, agreements with third parties, services, customers, marketing or finances of the disclosing party, which Confidential Information is designated in writing to be confidential or proprietary, or if given orally, is confirmed in writing as having been disclosed as confidential or proprietary within a reasonable time (not to exceed thirty (30) days) after the oral disclosure. 3. Nondisclosure of Confidential Information (a) The Company and Third Party each agree not to use any Confidential Information disclosed to it by the other party for its own use or for any purpose other than to carry out discussions concerning, and the undertaking of, the Relationship. Neither party shall disclose or permit disclosure of any Confidential Information of the other party to third parties or to employees of the party receiving Confidential Information, other than directors, officers, employees, consultants and agents who are required to have the information in order to carry out the discussions regarding the Relationship. Each party agrees that it shall take reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information of the other party in order to prevent it from falling into the public domain or the possession of persons other than those persons authorized under this Agreement to have any such information. Such measures shall include, but not be limited to, the same degree of care that the receiving party utilizes to protect its own Confidential Information of a similar nature, which shall be no less than reasonable care. Each party agrees to notify the other in writing of any actual or suspected misuse, misappropriation or unauthorized disclosure of Confidential Information of the disclosing party which may come to the receiving party’s attention. (b) Exceptions. Notwithstanding the above, neither party shall have liability to the other with regard to any Confidential Information of the other which the receiving party can prove: (i) was in the public domain at the time it was disclosed or has entered the public domain through no fault of the receiving party; GoAhead Software Page 17 of 20 9/30/2003
  • (ii) was known to the receiving party, without restriction, at the time of disclosure, as demonstrated by files in existence at the time of disclosure; (iii) is disclosed with the prior written approval of the disclosing party; (iv) is disclosed generally to third parties by the disclosing party without restrictions similar to those contained in this Agreement; (v) is disclosed pursuant to the order or requirement of a court, administrative agency, or other governmental body; provided, however, that the receiving party shall provide prompt notice of such court order or requirement to the disclosing party to enable the disclosing party to seek a protective order or otherwise prevent or restrict such disclosure; or (vi) was independently developed by the receiving party without the use of Confidential Information disclosed by the disclosing party. 4. Return of Materials. This Agreement shall terminate two (2) years after the effective date of this Agreement, but it may be terminated earlier by either party giving thirty (30) days notice in writing to the other party of its intention to terminate. Any materials or documents that have been furnished by one party to the other in connection with the Relationship shall be promptly returned by the receiving party, accompanied by all copies of such documentation, within ten (10) days after (a) the Relationship has been rejected or concluded or (b) the written request of the disclosing party. 5. No Rights Granted. Nothing in this Agreement shall be construed as granting any rights under any patent, copyright or other intellectual property right of either party, nor shall this Agreement grant either party any rights in or to the other party’s Confidential Information other than the limited right to review such Confidential Information solely for the purpose of determining whether to enter into the Relationship. 6. Term. The foregoing commitments of each party shall survive any termination of the Relationship between the parties, and shall continue for a period terminating on the later to occur of the date (a) five (5) years following the date of this Agreement or (b) three (3) years from the date on which Confidential Information is last disclosed under this Agreement. 7. Successors and Assigns. The terms and conditions of this Agreement shall inure to the benefit of and be binding upon the respective successors and assigns of the parties, provided that Confidential Information of the disclosing party may not be assigned without the prior written consent of the disclosing party. Nothing in this Agreement, express or implied, is intended to confer upon any party other than the parties hereto or their respective successors and assigns any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement. 8. Severability. If one or more provisions of this Agreement are held to be unenforceable under applicable law, the parties agree to renegotiate such provision in good faith. In the event that the parties cannot reach a mutually agreeable and enforceable replacement for such provision, then (a) such provision shall be excluded from this Agreement, (b) the balance of the Agreement shall be interpreted as if such provision were so excluded and (c) the balance of the Agreement shall be enforceable in accordance with its terms. 9. Independent Contractors. The Company and Third Party are independent contractors, and nothing contained in this Agreement shall be construed to constitute the Company and Third Party as partners, joint venturers, co-owners or otherwise as participants in a joint or common undertaking. GoAhead Software Page 18 of 20 9/30/2003
  • 10. Governing Law; Jurisdiction. This Agreement and all acts and transactions pursuant hereto and the rights and obligations of the parties hereto shall be governed, construed and interpreted in accordance with the laws of the State of Washington, without giving effect to principles of conflicts of law. Each of the parties hereto consents to the exclusive jurisdiction and venue of the courts of King County, Washington. 11. Remedies. The Company and Third Party each agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the disclosing party and its business. The Company and Third Party each expressly agree that due to the unique nature of the disclosing party’s Confidential Information, monetary damages may be inadequate to compensate the disclosing party for any breach by the receiving party of its covenants and agreements set forth in this Agreement. Accordingly, the Company and Third Party each agree and acknowledge that any such violation or threatened violation may cause irreparable injury to the disclosing party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the disclosing party shall be entitled to seek injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the receiving party, without the necessity of proving actual damages. 12. Amendment and Waiver. Any term of this Agreement may be amended with the written consent of the Company and Third Party. Any amendment or waiver effected in accordance with this Section shall be binding upon the parties and their respective successors and assigns. Failure to enforce any provision of this Agreement by a party shall not constitute a waiver of any term hereof by such party. 13. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original and all of which together shall constitute one instrument. 14. Entire Agreement. This Agreement is the product of both of the parties hereto, and constitutes the entire agreement between such parties pertaining to the subject matter hereof, and merges all prior negotiations and drafts of the parties with regard to the transactions contemplated herein. Any and all other written or oral agreements existing between the parties hereto regarding such transactions are expressly canceled. 15. Export Control Laws and Regulations. Neither party shall export, directly or indirectly, any Proprietary Information disclosed under this Agreement to any country for which the U.S. Government at the time of export requires an export license or other Government approval without first obtaining such license or approval. The receiving party shall first obtain the written consent of the disclosing party prior to submitting any request for authority to export any such Proprietary Information. 16. No Obligation to Disclose. Neither party has an obligation to supply Proprietary Information hereunder. 17. Disclaimer. IN NO EVENT ARISING FROM OR CONNECTED WITH THIS AGREEMENT OR THE INFORMATION DISCLOSED HEREUNDER SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES. GoAhead Software Page 19 of 20 9/30/2003
  • The parties have executed this Mutual Nondisclosure Agreement as of the date first above written. GoAhead Software, Inc. By: Date:______ Name: (print) Title: Address: ____________________________________ (Company) By: Date:______ Name: (print) Title: Address: GoAhead Software Page 20 of 20 9/30/2003