Randtronics PTY Limited

LOAN AND TEST AGREEMENT

RANDTRONICS PTY LIMITED
DPM SOFTWARE LOAN AND TEST AGREEMENT

This DPM Software Loan and Test Agreement (the “Agreement”) is made and entered into as of date of download (the “Effective Date”), by and between Randtronics Pty Limited (“Company”) and Tester (“name to be finalized at time of purchase”). WHEREAS, Company is selling a software product described as: Randtronics Data Privacy Manager (DPM) (“the Product”); and

WHEREAS, Company wishes to authorize Tester to use a test version of the Product (“Test Product”) for the purposes of sales demonstrations. NOW, THEREFORE, in consideration of the mutual covenants set forth herein, the parties agree as follows:

1. Ownership of Test Product. Tester assumes full responsibility for loss or damage while such Test Product is in the possession or control of Tester. Tester will not transfer, sell, assign, sublicense, pledge, or otherwise dispose of, encumber or suffer a lien or encumbrance upon or against the Test Product. Tester will provide for, and only operate the Test Product within the published specifications required for, the proper operation of the Test Product. Title to the Test Product will remain with Company unless and until Tester pays Company quoted amount , at which time title will pass to Tester.

2. Shipment of Test Product. Thirty days (30) after receipt of the Test Product, Company and Tester will discuss tester specific server needs. A formal quotation will be provided for the Products in the amount of the published prices for the Products. No later than 7 days thereafter, Tester shall either (a) pay Company such amount as quoted; or (b) remove the Test Product from all servers complete with all components and documentation and destroy all hard and soft copies.

3. Use Restrictions.

a) Modification: Tester shall not modify or change the whole of or any part of the Test Product.

b) No Tampering: Tester shall not (directly or indirectly) make any attempt to alter, disassemble, open, service, maintain, or repair the Test Products by persons other than Randtronics authorized personnel, improperly use or misuse the Test Products, cause external stress to the Test Products, or otherwise tamper with the Test Products.

c) Reverse Engineering Etc. Tester shall not, and agrees not to make any attempt, or to authorize any attempt, to (i) decompile, reverse engineer, disassemble or otherwise derive the source code from any component of the Test Products, including the software embedded in the Test Products; (ii) modify, enhance, translate, alter, tamper with, upgrade or create derivatives works of the Test Products, software or documentation; or (iii) strip out or alter any trademark, service mark, copyright, patent, trade secret, ownership or any other proprietary or Intellectual Property notices, legends, warnings, markings or indications on or within any component of the Test Products, software or documentation.

d) Copies: Except as specifically provided for in this Agreement, Tester may not copy, replicate, manufacture, or duplicate the Test Products, training materials or documentation.

e) Non-Competition: Tester shall not (directly or indirectly) create or develop products or software competing with the Test Product or software during the Term and for one (1) year after the termination or expiration of this Agreement.

f) Country Specific Restrictions. No component of the Test Products or documentation may be distributed or otherwise exported, re-exported or made available into (or to a national or resident of) any country or jurisdiction to which the U.S. or Australia has embargoed goods; or anyone on the Treasury Department's list of Specially Designated Nationals or the Commerce Department's Table of Denial Orders; or to any person, country or jurisdiction otherwise prohibited by applicable law.

g) Foreign Corrupt Practices Act: In conformity with the Australia and U.S. Corrupt Practices Act and with Randtronics established corporate policies regarding foreign business practices, Tester and its employees and agents shall not directly or indirectly make any offer, payment, or promise to pay; authorize payment; nor offer a gift, promise to give, or authorize the giving of anything of value for the purpose of influencing any act or decision of an official of any government within the Territory including a decision not to act or inducing such a person to use his or her influence to affect any such governmental act or decision in order to assist COMPANY in obtaining, retaining or directing any such business.

4. Term. This Agreement will become effective on the Effective Date and will continue until the Test Product is either purchased by Tester (at which point a purchase agreement will supercede this Agreement) or returned to Company. This Agreement can be terminated by either party with or without cause immediately upon written notice or e-mail to support@randtronics.com or fax (+612 9870 8560), provided first that any Test Product provided to Tester has been removed from servers and hard and soft copies destroyed or purchased by Tester. Sections 3, 4, 5, 6, 7 and 8 will survive termination or expiration of this Agreement.

5. Disclaimer. The software products, documentation and all other Randtronics deliverables and services provided hereunder (collectively “Randtronics deliverables”) are provided on an "as is" basis without any representations, warranties or conditions of any kind, whether express or implied, statutory, out of a course of dealing or usage, trade or otherwise including any implied warranties or conditions of purchaserability, purchaserable quality, fitness for any particular purpose or use or non-infringement. It is tester's responsibility to verify the suitability of it's computer or network environment for the functionality of the Randtronics deliverables. Randtronics does not represent or warrant that any Randtronics deliverable will be free of defect, uninterrupted, stable, bug-free, error-free, or available at any time. Good data processing procedure dictates that any product be thoroughly tested in a non critical environment before implementing it in a production environment. Randtronics shall not be liable for the consequences of a failure by tester to comply with this practice. This section 5 shall survive the termination or expiration hereof.

6. Limitation of Liability. Except for breaches of tester’s payment obligations hereunder, neither party will be liable to the other party for any direct, indirect, incidental, consequential, special, or punitive damages of any kind or nature, including but not limited to any loss of profits or revenue, lost savings, lost business, lost data, inaccurate, unavailable or faulty processing, lost goodwill, loss from work stoppage, costs of overhead, costs of cover, loss of anticipated benefits hereunder, arising out of or related to this agreement, however caused and on any theory of liability, even if the party has been advised of product failures or the possibility of such damages, and notwithstanding the failure of the essential purpose of any limited remedy stated herein.

7. Confidentiality. Tester acknowledges that, in connection with the performance of this Agreement, it may receive certain confidential or proprietary technical and business information and materials of Company (“Confidential Information”). The specifications for the Test Product will be considered Confidential Information of Company. Tester shall: (i) hold and maintain in strict confidence all Confidential Information of Company; and (ii) not use any Confidential Information of Company except as permitted by this Agreement or as may be necessary to perform its obligations under this Agreement. Tester will use at least the same degree of care to protect the Company’s Confidential Information as it uses to protect its own Confidential Information of like importance, and in no event less than reasonable care. Tester may provide Confidential Information only to those employees who have a need to know for the purposes of testing the Test Product. Tester shall not disclose the Company Confidential Information to any third party, including third party contractors, without written authorization from Company. Notwithstanding the foregoing, Confidential Information will not include any information that: (i) is or becomes generally known or is or becomes part of the public domain through no fault of Tester; (ii) Company authorizes to be disclosed; (iii) is rightfully received by Tester from a third party without restriction on disclosure and without breach of this Agreement; or (iv) is known to Tester on the Effective Date from a source other than Company, and not subject to a confidentiality obligation.

8. General. No amendment or modification hereof will be valid or binding upon the parties unless made in writing and signed by the duly authorized representatives of both parties. In the event that any provision or provisions of this Agreement will be held to be unenforceable, this Agreement will continue in full force and effect without said provision and will be interpreted to reflect the original intent of the parties. This Agreement will be governed in all respects by the substantive laws of Australia (excluding conflict of laws rules). The parties consent to the personal and exclusive jurisdiction of courts located in NSW, Australia. Tester may not assign this Agreement (by operation of law or otherwise) without the prior written consent of Company, and any prohibited assignment or sublicense will be null and void. This Agreement will be binding upon and will inure to the benefit of the parties permitted successors and/or assignees. Waiver by either party of a breach of any provision of this Agreement or the failure by either party to exercise any right hereunder will not operate or be construed as a waiver of any subsequent breach of that right or as a waiver of any other right. Except for the payment of fees hereunder, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, earthquake, governmental acts or orders or restrictions, or any other reason when failure to perform is beyond the reasonable control of the nonperforming party.

The tester agrees with above terms and conditions before proceeding to test DPM.