Beta Site Agreement
Leica Geosystems Geospatial Imaging, LLC
BETA SITE AGREEMENT
Contract No. B-0001
This Beta Site Agreement (Agreement) describes the objectives, terms, conditions, and responsibilities for
conducting beta testing of ERDAS® and Leica Geosystems Geospatial Imaging Software and Related Materials
between Leica Geosystems Geospatial Imaging, LLC.((“LGGI”) with its principal place of business at 5051
Peachtree Corners Circle, Suite 100, Norcross, GA 30092, and ______________________________ (Beta Site or
individual), having its principal place of business at _______________________________________________.
As used herein, the following words, phrases, or terms of this Agreement shall have the following meanings:
• "Software" means the actual copy of all or any portion of the computer programs delivered on any media,
including, but not limited to electronic delivery, inclusive of backups, updates, or merged copies permitted
hereunder or subsequently supplied by LGGI.
• "Related Materials" means all of the printed materials, Beta Testing Program materials, user
documentation, training documentation, and confidential software activation code supplied by LGGI under
2. Reservation of Ownership and Grant of License
LGGI retains exclusive rights, title, and ownership of any beta copy of the Software and Related Materials licensed
under this Agreement and hereby grants a personal, nonexclusive, nontransferable, royalty-free license to Beta Site
solely for the purpose of testing the Software and Related Materials as delivered, in accordance with the Beta Testing
Program and the terms and conditions herein. This license shall become effective upon receipt of any beta version of
the Software and Related Materials and shall be terminated as provided in Section 8 below. No authorization is
granted to make any modifications to, or derivative works of, the Software or Related Materials.
3. Property Rights
The Software and Related Materials delivered are proprietary to LGGI and contain trade secrets, inclusive of
unpublished specifications. In exchange for the license granted herein, Beta Site agrees to retain all Software,
Related Materials, and information delivered or provided to it in confidence until LGGI commercially releases the
same, or the license is terminated. All rights, title, and ownership in patents, trademarks, copyrights, trade secrets,
know-how, or any other proprietary rights in the Software and Related Materials remains exclusively with LGGI.
Beta Site shall not sell, transfer, lease, lend, assign, time-share, sublicense, publish, disclose, display or otherwise
make available the Software or Related Materials in any form, including, but not limited to, flowcharts, diagrams,
executable object code, source code, or technical documentation, to any other person or entity without the written
permission of an authorized LGGI representative. Beta Site shall secure and protect the Software and Related
Materials in the same manner and to the same degree it protects its own proprietary information, using no less than a
reasonable standard of care. Beta Site shall allow access to the Software and Related Materials only for those
persons within its organization who have a need to know for purposes of the beta test and agrees to instruct the
employees of their obligations hereunder. Beta Site shall not decompile or reverse engineer the Software. Beta Site
shall not install the Software on any computer network or communication network (including any Intranet or Internet
server) without the express written consent of LGGI.
4. Confidentiality Provision
You will maintain the existence, features, capabilities and contents of the Product and related documentation secret and
confidential until the earlier of (a) one year after the date of receipt by you of the Product; or (b) the date the Product is
introduced for sale to the general public by ABC.
Beta Site Agreement
The Software and Related Materials are owned by LGGI and its licensors and are protected by United States
copyright laws and applicable international treaties and/or conventions.
6. Beta Testing
At the sole discretion of the LGGI Beta Test Coordinator, LGGI reserves the right to determine which Software and
Related Materials, subsequent interim beta release(s), and/or patch(es) will be made available to Beta Site to test
during the term of the Agreement.
Beta Site agrees to comply with the requirements of the LGGI Beta Testing Program and will complete and forward
to LGGI documentation of its testing program at the request of LGGI. Beta Site will maintain all results of testing in
confidence and agrees not to disclose details pertaining to the Software, Related Materials, test results, or Software
Beta Site shall advise LGGI immediately of any changes to the information contained in its Beta Site Application, see
Appendix A. The LGGI Beta Test Coordinator, identified when you receive the Software and Related Materials, will
be the contact for user support services. Standard user support service is not available until the Software and Related
Materials is commercially released and licensed to Beta Site on a commercial basis.
The beta test may be discontinued at any time for any reason upon the receipt of written notice by either party. In
such event, Beta Site shall comply with the termination provision in Section 7 and provide to LGGI a summary of
test results and Software errors encountered.
7. Disclaimer of Warranty and Limitation of Liability
THIS SOFTWARE AND RELATED MATERIALS ARE PROVIDED TO BETA SITE "AS IS" AND WITHOUT
WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES
OF PERFORMANCE, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. BETA SITE
BEARS ALL RISK AS TO THE QUALITY AND PERFORMANCE OF THE SOFTWARE AND RELATED
LGGI and Beta Site agree that the Software and Related Materials will be used only for testing purposes. No
guarantee is made that the commercial release of this Software and Related Materials will contain the same or similar
functionality. LGGI reserves the right to make any change it deems necessary or desirable to the Software and
Related Materials, including, but not limited to, changes that make prior data storage methods unreadable or macro
language routines inoperable.
LGGI shall not be liable for direct, indirect, special, incidental, or consequential damages related to Beta Site's use of
the Software and Related Materials, even if LGGI is advised of the possibility of such damage.
8. Term and Termination of Beta License
The term of the Agreement is from the last date signed by all parties to December 31, 2005, which may be extended
or reduced as necessary by LGGI. Upon notice by LGGI that the beta test for the identified Software and Related
Materials is complete or terminated, Beta Site will delete all beta versions of the Software and Related Materials from
its computer system(s) or network(s), and either return or destroy all remaining Software and Related Materials.
When returning Software and Related Materials, Beta Site must contact their LGGI Beta Test Coordinator to obtain a
Return Merchandise Authorization (RMA) number. The RMA number is to be written on the box and shipped to
LGGI at the address shown in the preamble of this Agreement. BETA SITE SHALL, THEN CERTIFY IN
WRITING TO LGGI THAT THE ABOVE STEPS HAVE BEEN TAKEN.
The Beta Site Agreement shall not apply to commercial release(s) of the Software and Related Materials. Beta Site
may license commercial release(s) of the Software and Related Materials under the applicable LGGI software license
9. Entire Agreement and Amendments.
This Agreement, the Beta Testing Program, and the Beta Site Application, which are incorporated by reference,
constitute. the sole and entire agreement of the parties as to the matter set forth herein and supersede any previous
agreements, understandings, and arrangements between the parties relating hereto. Except as otherwise expressly
provided herein, any amendments to this Agreement must be in writing and signed by an authorized representative of
Beta Site Agreement
IN WITNESS WHEREOF, the parties hereto have executed this Agreement to be effective, valid, and binding upon
the parties as of the date below as executed by their duly authorized representatives.
Accepted and Agreed:
_____________________________________ Leica Geosystems Geospatial Imaging, LLC
(Beta Site Company or Organization Name)
By: _______________________________ By: ___________________________________________
Authorized Signature Authorized Signature
Printed Name: ________________________ Printed Name: ___________________________________
Title: _______________________________ Title: __________________________________________
Date: _______________________________ Date: __________________________________________
Beta Site Agreement
Leica Geosystems Geospatial Imaging, LLC
BETA SITE APPLICATION
For Contract No. B-0001
Name of Applicant Performing Testing ____________________________________________________________
Company Name (if applicable) ___________________________________________________________________
Applicant/Company Address _____________________________________________________________________
Telephone Number _____________________________________________________________________________
Position (if applicable) __________________________________________________________________________
LGGI Sponsor (if any) __________________________________________________________________________
Product(s) issued to and tested by this site applicant ________________________________________________
I, ____________________________, have read and understand the terms of the Beta Site Agreement, and will
adhere to the terms as presented in the aforementioned contract. This adherence includes returning the beta version of
software upon request by LGGI prior to the formal product release as well as acceptance of all terms of warranty and
liability as outlined in the Agreement.
Name of Applicant
For internal use only:
Name of LGGI employee working with this Beta Site Applicant