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Meridian One Consulting Limited

Beta Test Agreement.

By downloading a Beta test version of Software, defined below, You the Beta Tester agree from the date of download to the terms of this agreement.  If you do not agree to the terms of this agreement then do not use the Software.

This Agreement is made the day of download between:

Licensor:	Meridian One Consulting of Malvern, England
and
Licensee:	You.

GENERAL TERMS AND CONDITIONS.

A.	Meridian One Consulting, also trading as Meridian One Speech hereinafter referred to as Licensor, has developed software products, defined below, including modifications, enhancements, improvements, updates, additions, derivative works, documentation and related material ("Software"). 
B.	Licensor desires that the Software be tested on a range of operating systems and configurations prior to general release.
C.	Licensee wishes to serve as a Beta test site for the Software.

The parties therefore agree as follows: 
1	Grant of Licence.
The Licensor hereby grants to Licensee a non-exclusive, non-transferable licence to use the Software on computers at Licensee's business location solely for Beta testing and Beta use from effective date of agreement to one year after official release date of the Software, subject to the terms and conditions below.

1.2	In consideration for receiving a copy of the Software, Licensee agrees to serve as a "Beta Site" for the Software and will notify Licensor of all problems and ideas for enhancements which come to Licensee's attention during the period of this Agreement, and hereby assigns to Lisensor all right, title and interest to such enhancements and all property rights therein including without limitation all patent, copyright, trade secret, mask work, trademark, moral right or other intellectual property rights. 

The Licensee agrees not to challenge the Licensor's rights to the intellectual property pertaining to or accompanying the Software and related information.

1.3	Licensee agrees that the Software is the sole property of Licensor and includes valuable trade secrets of Licensor.  Licensee agrees to treat Software as confidential and will not without written authorization of Licensor: 
1.3.1	Demonstrate, copy, sell or market Software to any third party; or 
	1.3.2	Publish or otherwise disclose information relating to performance or quality of the Software to any third party; or 
1.3.3	Modify, reuse, disassemble, decompile, reverse engineer or otherwise translate Software or any portion thereof.
1.4	Software is prerelease and may not be at a level of performance or compatibility of a final released product.  Software may not operate correctly and may be substantially modified prior to first shipment, or withdrawn.  Software is provided "AS IS" without warranty of any kind. Any risk arising out of the use or performance of Software remains with Licensee.  In no event shall Licensor be liable for any damage whatsoever arising out of the use of or inability to use Software, even if Licensor has been advised of the possibility of such damages.
1.5	If requested by Licensor, the Licensee agrees upon completion of Beta Tests to provide material, statistics, or information not confidential to any business of Licensee for use in press releases, customer testimonials, or as a reference in Licensor's marketing and sales initiatives.
1.6	This License Agreement shall be governed and enforced in accordance with the laws of England.  Notices required by this Agreement shall be given by ordinary posted letter or email.  
1.7	This Agreement constitutes the entire agreement between the parties for Software Beta testing and supercedes any prior agreements and understandings for Sofware Beta testing between the parties.  No agreements altering or supplementing the terms of this agreement may be made except in writing and signed by authorized representatives of the parties.
1.8	Failure of Licensor to enforce a right under this Agreement shall not act as a waiver of that right or the ability later to assert that right. 
1.9	If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, it shall not invalidate the remainder of this agreement.

2	Software.
The Licensor agrees to supply the Licensee with the current Beta Test versions of:

Documentation�	Technical Drawings�		Software executable code �	

Specifically:
	The Orpheus TTS Multilingual Speech Synthesiser, drivers and test applications.
	
For the Purpose:
	Beta Testing.	

3	Maintenance.
The Licensor shall endeavour but not be obliged to provide Beta updates to Licensee in respect of faults reported and modifications requested.

4	Confidentiality.
In respect of paragraph 1.3 above, each Party agrees to use reasonable effort, and at least the same care as is used to protect their own information of similar importance, in order to prevent unauthorised dissemination and disclosure of the other party's information for a period of:
•	 five years after the term of this agreement for technical information;
•	 perpetuity for source code.

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