Ranplan Software Trial Agreement

The Ranplan software licenses issued to any affiliates of the company named on the form will be used exclusively and solely for the purpose of this specific trial during the assigned time period. This means, explicitly and expressly, that said software licenses cannot be used for any other activity, whether commercial or not, directly or indirectly, without the written permission of Ranplan. You are strictly prohibited from making copies of the Software Products. You will not delete or modify any copyright or other proprietary notices of Selling Party or any Third-Party Licensor from the Software Products.

By ticking the acceptance box on the Ranplan Trial Request form, you are agreeing to the following mutual non-disclosure agreement:

WHEREAS, the parties will disclose to each other certain of their proprietary information to be used as part of discussions leading to a potential agreement between the parties (hereinafter the “Project”).

In consideration of the mutual promises and covenants contained in this Agreement and the disclosure of Confidential Information, the Parties hereto agree as follows:

  1. Definition of Confidential Information and Exclusions
    When used in this Agreement, the following terms shall have the following meanings:
    1. The "Discloser" is the Party disclosing Confidential Information and the "Recipient" is the Party receiving Confidential Information.
    2. "Confidential Information” shall mean all information supplied by the Discloser to the Recipient and intended to be kept confidential including, without limitation, all nonpublic information relating to business plans or practices, concepts, experimental work or prototypes, costs, sources of supply, pricing methods, client lists, prospective client lists, financial or technical matters, trade secrets, designs, know-how, inventions, operations, the marketing or promotion of products or services, business and information received from others that Discloser is obligated to treat as confidential and any other information received or acquired by Recipient from the Discloser in the course of exploring and enacting the Project.
    3. Confidential Information shall not include any information, however designated, that: (i) is or subsequently becomes publicly available through no wrongful act of the Recipient; (ii) is already known to the Recipient at the time of disclosure; (iii) is rightfully received by the Recipient from a third party without restriction on disclosure and without breach of this Agreement; (iv) is independently developed by Recipient and without the use of any of the Confidential Information.
    4. Other terms shall have the meanings ascribed to them elsewhere herein.

  2. Limitation to Use
    Recipient agrees to accept Discloser's Confidential Information solely for use in connection with Recipient's business discussions with Discloser concerning the Project. Recipient agrees to refrain from using the Confidential Information to the competitive disadvantage of Discloser, reverse engineering, decompiling or disassembling Confidential Information and shall not disclose, publish, distribute or disseminate Confidential Information to anyone other than those of its employees with a need to know such information in pursuance of Recipient's analysis of the Project. For this Agreement Recipient agrees not to use Confidential Information otherwise for its own or any third party's benefit without the prior written approval of an authorized representative of Discloser.

    Recipient agrees to use reasonable care, but in no event no less than the same degree of care that it uses to protect its own confidential and proprietary information of similar importance, to prevent the unauthorized use, disclosure, publication and dissemination of Discloser’s Confidential Information. Without in any way limiting the generality of the foregoing, Recipient agrees to take all reasonable steps necessary to ensure that Discloser’s Confidential Information is neither stolen nor misappropriated.

  3. Obligation to Maintain Confidentiality
    Recipient agrees that without the prior written consent of Discloser, it will not, directly or indirectly, divulge, disclose, reveal or communicate, either before, during or after the Project (and whether or not the Project is consummated) any Confidential Information to any person or entity. Each of the Parties hereto acknowledges that this covenant of nondisclosure is an integral term of this Agreement and is given in consideration of each other’s agreement to consider the Project.

  4. Mandatory Disclosure Exemption
    Recipient may disclose Confidential Information in strict accordance with a judicial or other governmental order, provided that Recipient (i) gives the Discloser representative reasonable notice prior to such disclosure to allow Discloser a reasonable opportunity to seek a protective order or equivalent, and (ii) obtains written assurance from the applicable judicial or governmental entity that it will afford the Confidential Information the highest level of protection afforded under applicable law or regulation.

  5. Return of Confidential Information
    Upon the first written request of Discloser, Recipient shall return or destroy (as designated by the Discloser) all originals, copies, reproductions and summaries of all Confidential Information which were, at any time, in the possession of and all materials (in any medium) which contain or embody Confidential Information. Furthermore, Recipient agrees to permanently erase or delete any Confidential Information stored electronically, magnetically or otherwise on machines or devices, upon written demand by Discloser (except that Recipient may retain a copy of any written materials as an archival record of the disclosure). 

  6. Remedies
    Discloser and Recipient each agree that its obligations set forth in this Agreement are necessary and reasonable in order to protect the Discloser and its business. Both Parties expressly agree that due to the unique nature of the Discloser's Confidential Information, monetary damages would be inadequate to compensate the Discloser for any breach by the Recipient of its covenants and agreements set forth in this Agreement. Accordingly, Discloser and Recipient each agree and acknowledge that any such violation or threatened violation shall cause irreparable injury to the Discloser and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Discloser shall be entitled (a) to obtain injunctive relief against the threatened breach of this Agreement or the continuation of any such breach by the Recipient, without the necessity of proving actual damages, and (b) to be indemnified by the Recipient from any loss, harm or damages, including, without limitation, attorney's fees, arising out of or in connection with any breach or enforcement of the Recipient's obligations under this Agreement or the unauthorized use or disclosure of the Discloser's Confidential Information.

  7. No Rights Granted
    All Confidential Information is and shall remain the property of the appropriate Discloser. Nothing in this Agreement shall be construed as granting any expressed or implied rights under any patent, copyright or other intellectual property rights of either Party, nor shall this Agreement grant either Party any express or implied 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 Project.

  8. No Warranty
    Unless otherwise agreed by Discloser and Recipient, all such Confidential Information is provided "AS IS," without warranty of any kind, and Recipient agrees that neither Discloser nor its agents, representatives or affiliated parties shall be liable for any damages whatsoever arising from or relating to Recipient's use or inability to use such Confidential Information.

  9. Severance
    If any provision of this Agreement is inconsistent or contrary to any applicable law, rule or regulation, then said provisions shall be deemed to be modified to the extent required to comply with said law, rule or regulation and as so modified, said provision and this Agreement shall continue in full force and effect.

  10. Independent Contractors
    The Parties hereto are independent contractors, and nothing contained in this Agreement shall be construed to imply that the Parties are partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.

  11. Governing Law
    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 English law and the Courts of England and Wales, without regard to conflicts of law principles.

  12. Amendment and Waiver
    Any term of this Agreement may be amended in writing and signed by both Parties. 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. 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 cancelled.

  14. 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. This Agreement may be delivered by email and/or any other electronic means.

  15. Legal Fees
    In any action or proceeding arising out of or in connection with this Agreement, the prevailing Party will be entitled to recover all reasonable costs and legal fees, with or without suit and on appeal.

  16. Notices
    Any notice under this Agreement will be in writing and will be deemed to have been duly given (1) when delivered personally; (2) by a reliable courier service, charges prepaid; or (3) by email or any other electronic means.

  17. Term and Survival of Terms
    This Agreement shall be effective from the date the electronic form named "Ranplan Trial Agreement" is submitted and will continue in full force for so long as the parties continue the exchanged Confidential Information, which is established for a maximum period of five (5) years.

    Termination of this Agreement will not affect the obligations of the Parties with respect to Confidential Information which was disclosed hereunder prior to termination shall remain after its termination during the maximum term accordingly with applicable law.

    The Parties understand and agree that their obligation to maintain the confidentiality of the Confidential Information in accordance with the terms hereof shall survive for a period of three (3) years after disclosure, without regard to termination of this Agreement.