BETA TESTER NON-DISCLOSURE AGREEMENT

EFFECTIVE DATE:

BETWEEN:
Broadlink Data Services LLC ("Company")
Company Address

AND:
________________________________ ("Tester")
Tester Address: ________________________________

1. PURPOSE

The Company is developing proprietary AI-powered security software known as "Broadlink Protect" (the "Software"). The Software is designed to protect against spam calls, phishing emails, SMS scams, and other digital threats. The Tester has agreed to test and evaluate the Software and provide feedback to the Company. In connection with this beta testing, the Tester may have access to confidential and proprietary information belonging to the Company.

2. CONFIDENTIAL INFORMATION

"Confidential Information" means any information disclosed by the Company to the Tester, either directly or indirectly, in writing, orally or by inspection of tangible objects, including without limitation:

  • The Software, its features, functionality, and user interface
  • AI algorithms and machine learning models used for threat detection
  • Performance characteristics and detection capabilities
  • Documentation, code, and technical data
  • Trade secrets and business plans
  • Marketing information and strategies
  • Threat detection databases and methodologies
  • Any unreleased features or capabilities

3. OBLIGATIONS OF THE TESTER

3.1 The Tester agrees to:

  • Hold all Confidential Information in strict confidence
  • Not disclose any Confidential Information to any third party
  • Not use any Confidential Information for any purpose except to evaluate the Software
  • Take reasonable measures to protect the secrecy of the Confidential Information
  • Not copy, reverse engineer, decompile, or disassemble the Software
  • Not take screenshots, record videos, or otherwise capture images of the Software without prior written permission
  • Not publish any information about the Software on social media, blogs, forums, or any other public platform
  • Not share access credentials or allow unauthorized users to access the beta Software
  • Provide honest feedback about the Software's performance, bugs, and user experience

3.2 The Tester shall promptly notify the Company of any unauthorized disclosure or use of Confidential Information.

4. EXCLUSIONS

The obligations in Section 3 shall not apply to information that:

  • Was publicly known prior to disclosure
  • Becomes publicly known after disclosure through no fault of the Tester
  • Was in the Tester's possession prior to disclosure, as evidenced by written records
  • Is received by the Tester from a third party without restriction and without breach of this Agreement
  • Is independently developed by the Tester without use of Confidential Information

5. TERM AND TERMINATION

5.1 This Agreement shall remain in effect for a period of two (2) years from the Effective Date.

5.2 Upon termination of the beta testing period or at the Company's request, the Tester shall:

  • Immediately cease all use of the Software
  • Return or destroy all Confidential Information, including any copies, notes, or materials derived from the Confidential Information
  • Uninstall the Software from all devices
  • Provide written certification of such destruction if requested by the Company

6. OWNERSHIP

All Confidential Information, including feedback, suggestions, and ideas provided by the Tester regarding the Software, shall remain the property of the Company. The Tester assigns to the Company all right, title, and interest in any such feedback, suggestions, or ideas.

7. NO LICENSE

Nothing in this Agreement shall be construed as granting any rights, license, or ownership interest in the Confidential Information or Software to the Tester.

8. REMEDIES

The Tester acknowledges that monetary damages may not be a sufficient remedy for unauthorized disclosure of Confidential Information and that the Company shall be entitled, without waiving any other rights or remedies, to seek injunctive or equitable relief as may be deemed proper by a court of competent jurisdiction.

9. GENERAL PROVISIONS

9.1 This Agreement constitutes the entire agreement between the parties concerning the disclosure of Confidential Information.

9.2 This Agreement may not be amended except in writing signed by both parties.

9.3 This Agreement shall be governed by the laws of the state where Broadlink Data Services LLC is incorporated.

9.4 If any provision of this Agreement is found to be unenforceable, the remainder shall be enforced as fully as possible.

10. SIGNATURES

IN WITNESS WHEREOF, the parties have executed this Agreement as of the Effective Date.

COMPANY:

Signature: ________________________

Name: ___________________________

Title: ____________________________

Date: ____________________________

TESTER:

Signature: ________________________

Name: ___________________________

Date: ____________________________