CL RESEARCH DIMAP PRE-RELEASE EVALUATION AGREEMENT THIS AGREEMENT is made between CL Research, having its principal place of business at 9208 Gue Road, Damascus, MD 20872 and (organisation) ______________________________ (address) ______________________________ ______________________________ ______________________________ (hereinafter the "User") and is effective as of the date it is signed by CL Research. WHEREAS CL Research has developed certain new products and documentation described in Section 1.1 of this Agreement and wishes to test these products under conditions likely to be encountered in actual customer use before their commercial release, and WHEREAS the parties believe it would be mutually beneficial to provide the products and documentation to User for testing and evaluation under the conditions of User's business and environment, In consideration of agreement by User to evaluate CL Research's products and documentation, and other good and adequate consideration, including the undertaking by the parties of the obligations herein, the parties hereto, intending to be legally bound, do hereby covenant and agree as follows: I. PURPOSE OF AGREEMENT 1.1 This agreement is entered into for the sole purpose of authorizing User to receive from CL Research and evaluate certain proprietary computer software and related documentation known as DIMAP, utilities for creating and maintaining dictionaries for use in natural language processing and other applications, and any modifications to them. This evaluation includes an assessment of the suitability of any dictionaries or other output produced in the use of DIMAP. II. DEFINITIONS 2.1 As used in this Agreement (a) "User System" means User's computer hardware and software, and; (b) "Site" means the User's premises where the User Systems are located, the address of which is: ________________________________________________________________. III. INSTALLATION AND ACCESS 3.1 CL Research grants to User a non-exclusive, non-transferable license to install and use DIMAP on the User System at the Site in accordance with this Agreement, and User agrees to provide certain test information to CL Research according to Section 3.2 below. 3.2 User (a) will complete and deliver to CL Research bug/feature report forms provided by CL Research, (b) shall make available to CL Research copies of all data relating to its use of DIMAP (for the sole purpose of assisting CL Research in further development of DIMAP, and (c) agrees to consult with CL Research in the analysis of that data. User agrees that, in any publications for which supporting dictionaries are created using DIMAP, acknowledgement of the use of DIMAP will be made. 3.3 CL Research may make any modification to DIMAP CL Research deems necessary or useful, but CL Research shall not be obligated to make any modification. IV. SUPPORT 4.1 CL Research will provide reasonable telephone support to User at User's expense during the term of this Agreement, during regular business hours. CL Research will respond as possible to User's written, facsimile, or electronic communications concerning DIMAP usability in regard to User's applications. This does not include assistance for development of User's applications. V. CONFIDENTIALITY 5.1 For the purposes of this Agreement the term "Information" shall mean any and all information, Data, know-how, technology and documentation related to DIMAP and provided to User by CL Research, as well as the characteristics, features and existence of DIMAP. 5.2 CL Research considers all Information to be confidential and proprietary. User shall not directly or indirectly use any of the Information for any purpose, except as set forth in this Agreement. User shall not disclose, or permit access to, any portion of the Information to any person unless such person is an employee of User and has a need to know the Information. User will identify to CL Research designated persons who shall be responsible for overseeing access to DIMAP. 5.3 User acknowledges that DIMAP embodies valuable confidential and secret information of CL Research (collectively referred to as Proprietary Information, which is entrusted to User only for the purposes expressly set forth herein. Except as expressly authorized herein, User shall not copy, transfer, disclose or permit access to DIMAP or any portion thereof to any other person. The provisions of this Section 5 shall survive termination of this Agreement and shall continue for so long as User continues to possess or have access to the Proprietary Information. The restrictions on the disclosure and use of Information and Proprietary Information as set forth under this Section 5 shall not, however, apply to such Information and Proprietary Information which: (a) is in the public domain through no fault of User; (b) is given to User on other than a confidential basis by a third party; (c) was in the possession of User before receipt from CL Research and was developed independently or acquired directly or indirectly from a source wholly independent of CL Research; or (d) is the subject of a valid subpoena or is otherwise required by law to be disclosed, provided that prompt notice is given to CL Research of the requirement of such disclosure. VI. OWNERSHIP RIGHTS 6.1 All Information, as defined in Section 5.1, and all related rights in patents, copyrights and trade secrets shall at all times, and throughout the world, remain the property of CL Research exclusively. All completed bug/feature reports prepared by User in connection with evaluating and testing DIMAP and forwarded to CL Research shall be the property of CL Research. 6.2 Recognizing that DIMAP contains copyrighted materials licensed to CL Research which are made available to purchasers of DIMAP, who thereby gain limited rights to these copyrighted materials, based on licensing arrangements which CL Research has made with providers of this material, User shall not make available to any third party such copyrighted materials or any derived dictionaries based on these materials using capabilities provided by DIMAP and shall not be used by User for any other purpose than evaluating the suitability of DIMAP for User's purposes or as described in Section 3.2. In return for the benefits accruing to User from the use of DIMAP during this evaluation, User will make available copies of such derived dictionary materials to CL Research for use in making further modifications to DIMAP's capabilities. User will automatically obtain the use of such dictionaries for any other purpose if User enters into a licensing agreement for the use of DIMAP. 6.3 All other original data and records of research completed with the use of DIMAP under this Agreement shall remain the property of User. VII. DISCLAIMER 7.1 User recognizes that DIMAP is a test version that may have defects or deficiencies that may not be corrected by CL Research. CL Research DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. IN NO EVENT SHALL CL Research BE LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND, INCLUDING BUT NOT LIMITED TO INCIDENTAL, INDIRECT, CONSEQUENTIAL OR SPECIAL DAMAGES, ARISING OUT OF THIS AGREEMENT OF THE DELIVERY, USE, SUPPORT OR OPERATION OF DIMAP. 7.2 CL Research shall have no obligation to complete or release DIMAP as a product. VIII. INDEMNITY 8.1 CL Research shall defend, indemnify, and hold harmless User against all claims, suits, actions, liability, damages, fees (including reasonable attorney's fees), and losses arising out of the use of DIMAP by User pursuant to the terms of this Agreement, in connection with any allegations that DIMAP infringes any patent, copyright, trademark, trade secret, or violates any other proprietary right of a third party. 8.2 CL Research shall be given reasonably prompt notice of such claim, and given information, reasonable assistance (except financial), and sole authority to defend or settle the claim. 8.3 The obligations of CL Research stated in this section 8 survive termination, expiration, non-renewal, or rescission of this Agreement. IX. TERM AND TERMINATION 9.1 The Term of this Agreement shall be three (3) months from the date of its execution by the parties, unless terminated earlier as provided in Section 9.2 or upon execution by User and CL Research of a license agreement. 9.2 CL Research may terminate this Agreement at any time without cause, immediately, upon giving written notice to User. User may terminate this Agreement at any time and without cause upon ten (10) days prior written notice, and stop its participation in the testing and use of DIMAP. Within twenty (20) business days of any termination or expiration of this Agreement, User shall deliver to CL Research all Information and Proprietary Information and shall certify in writing to CL Research that such delivery has been accomplished. 9.3 The provisions of Sections 3.2, 5, 7, 8, 11.5, and 11.6 shall survive any expiration or termination of this Agreement and removal of the DIMAP from the Site. X. RIGHTS TO INJUNCTIVE RELIEF 10.1 Recognizing and acknowledging that any use or disclosure of its Proprietary Information by User or any employee or agent of User in any manner inconsistent with the provisions of this Agreement may cause CL Research irreparable damage for which other remedies may be inadequate, User agrees that CL Research shall have the right to petition for injunctive or other equitable relief from a court of competent jurisdiction as may be necessary and appropriate to prevent any unauthorized use or disclosure of any such information by User, its employees, or its agents. Such remedy shall be in addition to other remedies available to CL Research. XI. MISCELLANEOUS 11.1 This Agreement supersedes all prior agreements and understandings and sets forth the entire agreement between the parties regarding the subject matter. All authorized modification shall be in writing. No assignment of this Agreement or the rights and obligations herein undertaken shall be made by either party without the prior written consent of the other. 11.2 The parties hereto are independent contractors, and nothing herein shall be construed as creating any agency, joint venture, partnership, or other form of business association between the parties. 11.3 This Agreement is made under and shall be construed in accordance with the laws of the State of Maryland and shall be deemed to have been entered into in Montgomery County, Maryland. 11.4 In the event that one or more terms of this Agreement are determined by a court of competent jurisdiction to be void or unenforceable, such determination shall not affect the remaining terms hereof. IN WITNESS WHEREOF the parties have caused this Agreement to be executed by their duly authorized representatives. Each designated representative of the Recipient must sign this agreement. CL Research ______________________________ 9208 Gue Road ______________________________ Damascus, MD 20872 USA ______________________________ Attn: Kenneth C. Litkowski Attn: ________________________ By: ________________________ By: __________________________ Title: _____________________ Title: _______________________ Date: ______________________ Date: ________________________