RECITALS

A. User wishes to receive certain pre-release test software and related information which contains trade secret, confidential and proprietary information (hereinafter collectively “Confidential Information”) of Alibre. Confidential Information shall mean any software and other information that is not publicly available, is confidential and proprietary, and is disclosed by any means whatsoever, including, without limitation, oral, written and electronic transmission.

B. User wishes to receive the Confidential Information for the sole purposes of evaluating forthcoming products of Alibre or providing feedback for the development of a forthcoming product of Alibre.

C. Alibre is willing to disclose the Confidential Information and User is willing to receive the Confidential Information on the terms and conditions set forth herein.

AGREEMENTS
Therefore, Alibre and User agree, as follows:

1. That the disclosure of Confidential Information by Alibre is in strictest confidence and thus User will:

	a. Not disclose, publish, or disseminate the Confidential Information to any other person and use a reasonable degree of care to maintain the Confidential Information as secret. In particular User agrees not to disclose information about any new software features or software faults including, but not limited to, oral, written, or electronic transmission, with the exception of designated and private discussion media (“Discussion Media”) such as, but not limited to, a pre-release online user forum or other discussion board. User may be provided access to Discussion Media only by an Alibre representative and will consider access in any form to Discussion Media from any person or entity outside Alibre, Inc. to be invalid and will notify Alibre of such access and its source;
	b. Use the Confidential Information only for the above purpose;
	c. Within three (3) days following request of Alibre, return to Alibre all documentation, copies, notes, diagrams, computer memory media and other materials containing any portion of the Confidential Information, or confirm to Alibre, in writing, the destruction of such materials.
	d. User will not provide any individual or entity access in any fashion to the Agreement including, but not limited to, pointing individuals or entities to a website containing this Agreement unless User has written consent by an Alibre Representative.

2. User will utilize and evaluate the pre-release test software and agrees:

a. To provide Alibre with error and other reports concerning his or her opinion and evaluation of the pre-release test software and to consult with representatives of Alibre from time-to-time concerning the performance of the pre-release test software;

b. That all right, title and interest to any reports, feedback or suggestions relating to the pre-release test software or any inventions relating to an improvement of the pre-release test software conceived in or made as a result of User‘s performance of this Agreement shall become the exclusive property of Alibre and that Alibre may disclose and use such information for any purposes whatsoever, entirely without obligation of any kind to User.

3. The Confidential Information shall remain the sole property of Alibre.

4. The rights and obligations of the parties under this Agreement may not be sold, assigned or otherwise transferred.

5. All software is provided "AS IS", and without warranty, whether express or implied, as to its accuracy or completeness. User understands that pre-release test software is not necessarily complete or tested and as such may contain faults and is NOT guaranteed to work on all systems and in all situations. Features and functions in pre-release test software are not guaranteed to be included in future commercial release versions of the software. The performance of pre-release test software, or of features inside it, may be different than that of a commercial release version. Alibre does not accept any liability for the software failing to perform in any way whether by design or through negligence and whether used on its own or in conjunction with other software.

6. If any provision of this Agreement shall be held by a court of competent jurisdiction to be illegal, invalid, or unenforceable, the remaining provisions shall remain in full force and effect.

7. The validity, construction, and performance of this Agreement are governed by the laws of the state of Texas.