The parties to this Agreement are Greenleaf Software Inc, herein referred to as GLS, and _______ herein referred to as XYZ, a and its subsidiary and affiliated companies, herein collectively referred to as . It is the desire of each party that the relationship shall be a pleasant and rewarding experience for both. However, it is understood that the relationship may be terminated, with or without cause, by either party at any time. Termination can only be effected by delivering a written notice, signed by an authorized officer of the terminating party, to the other party no less than ten (10) days prior to termination.

It is further agreed that this Agreement may be modified or amended only by a written instrument executed by both parties and approved by an officer of SF.

It is further agreed that XYZ shall identify such portion(s) of the below described Product(s) as it considers Confidential or Proprietary Information, and that this alone shall bind Greenleaf Software as required by the paragraphs to follow. GLS agrees that it is receiving a copy of the SOURCE CODE OR A SUITABLE PORTION THEREOF OF the above described Product(s) for evaluation and customer support purposes only. GLS may make up to one (1) additional copy only for backup purposes and one (1) copy of suggested modifications as may arise in the course of troubleshooting and providing technical support to XYZ. GLS agrees that all copies of the Product(s) will be strictly safeguarded against disclosure or use by any person(s) or entity(ies) not authorized in writing by XYZ to view and/or use this Product(s), and that the location of all copies so made will be reported to XYZ at its request.

At the culmination of said evaluation and/or customer support period, GLS agrees that it will permanently destroy all copy(ies) and/or modifications of the said Product(s) in its possession or under its control. GLS further agrees that it will not disclose of disseminate in any manner any information relating to the Product(s) or the results of the use of the Product(s) to any person(s), organization(s), or entity(ies) and will not even convey to any third party that such Product(s) exist, ever existed, or have ever been known to exist or be in its possession.

Because the Product(s) described above is(are) a pre-released copy(ies), THE PRODUCT(S) IS(ARE) PROVIDED BY XYZ AS-IS WITHOUT ANY WARRANTY OF ANY KIND. Greenleaf Software Inc. agrees that neither XYZ nor anyone else involved in creating, producing, or delivering the Product(s) shall be liable for any direct, indirect, consequential, or incidental damages relating to the Product(s). Both parties hold the other inviolable against any type of suit or assault that could at any time in the future arise, whether by the parties or their successors, partners, or other entity relationships.

GLS, in consideration of its relationship with XYZ, and in consideration of the matter contained in the preceding paragraphs, agrees that during the term of this Agreement, GLS shall not, directly or indirectly, individually or as a vendor, employee, partner, officer, director, or stockholder or in any other capacity whatsoever of any person, firm, partnership, corporation, or other entity, (a) compete with XYZ in any manner derived directly from its examination or use of the Product(s) except as to information presently in the public domain, or (b) disclose any Confidential and/or Proprietary Information to any third party(ies). However, SF may disclose Confidential Information in accordance with judicial or other governmental order, provided GLS shall give XYZ reasonable notice prior to such disclosure and shall comply with any applicable protective order or equivalent. GLS will cooperate fully with XYZ as to its desires in regard to compliance with such legal, judicial, or governmental order to the best of its ability.

This Agreement shall be governed and construed by the laws of the State of Texas. Any provision hereunder which contravenes applicable law shall be deemed to not be a part of this Agreement. This Agreement shall not be considered valid unless signed by authorized representatives of Greenleaf Software and XYZ.

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by___________authorized signature______________

Date________________________________________


____________________________________________
Greenleaf Software Inc., a Texas Corporation
by William A. Johnson, President

__________________________________________
Date

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