A. Whereas the IntelliCAD Technology Consortium (the "ITC") has designed and is in the process of developing IntelliCAD 7 proprietary software and documentation to be used in conjunction with the software (hereinafter called the "Software");

B. Whereas, the Software has not been fully tested and is in need of testing, experimental use, review, comment, and modification before it can be released to the public for use;

C. Whereas, the parties desire that Recipient experimentally use, evaluate, and conduct tests and report to the ITC on and with respect to the Software with the intent of assisting the ITC in completing the development of the Software; and

D. Whereas, the ITC will disclose certain confidential information to Recipient, in order to protect the information, the ITC and Recipient, intending to be legally bound, agree as follows:


1. Protection of Confidential Information.

Recipient hereby acknowledges, understands and agrees that all Confidential Information, as set forth in Section 2 of this Agreement, is the exclusive and confidential property of the ITC and shall be at all times regarded, treated and protected as such in accordance with this Agreement. Failure to mark any information "confidential" shall not affect the confidential nature of such information.

2. Definition of Confidential Information.

"Confidential Information" shall mean (1) the Software or (2) information which is used in the ITC's business and is (i) proprietary to, about or created by the ITC; (ii) gives the ITC some competitive business advantage or the opportunity of obtaining such advantage or the disclosure of which could be detrimental to the interests of the ITC; (iii) designated as Confidential Information by the ITC; or (iv) not generally known by non-ITC personnel. Such Confidential Information includes, but is not limited to, the following types of information and other information of a similar nature (whether or not reduced to writing or designated as confidential):

a. Computer Software. The Software's source code and any computer software of any type or form in any stage of actual or anticipated research and development, including but not limited to programs and program modules, routines and subroutines, processes, algorithms, design concepts, design specifications (design notes, annotations, documentation, flowcharts, coding sheets, and the like), source code, object code and load modules, programming, program patches and system designs;

b. Alpha/Beta Code. The Software may contain code for experimental testing and evaluation ("Alpha Code” or “Beta Code"), which may not be used without the ITC's explicit authorization. Upon the ITC's authorization, the ITC grants Recipient a temporary, nontransferable, nonexclusive license for experimental use to test and evaluate the Beta Code without charge for a limited period of time specified by the ITC. This grant and your use of the Beta Code shall not be construed as marketing or offering to sell a license to the Beta Code, which the ITC may choose not to release commercially in any form. If tThe ITC authorizes you to use the Beta Code, you agree to evaluate and test the Beta Code under normal conditions as directed by the ITC. You will contact the ITC periodically during your use of the Beta Code to discuss any malfunctions or suggested improvements. Upon completion of your evaluation and testing, you will send to the ITC a written evaluation of the Beta Code, including its strengths, weaknesses and recommended improvements. You agree that any written evaluations and all inventions, product improvements, modifications or developments that the ITC conceived or made during or subsequent to this Agreement, including those based partly or wholly on your feedback, will be the exclusive property of the ITC. The ITC will have exclusive rights, title and interest in all such property. The provisions of this section shall survive the termination or expiration of this Agreement.

c. Work Product: Work product resulting from or related to work or projects performed or to be performed for the ITC or for clients of the ITC, including but not limited to the interim and final lines of inquiry, hypotheses, research and conclusions related thereto and the methods, processes, procedures, analysis, techniques and audits used in connection therewith; and

d. Other Proprietary Data. Information relating to the ITC's proprietary rights prior to any public disclosure thereof, including but not limited to the nature of the proprietary rights, production data, technical and engineering data, test data and test results, the status and details of research and development of products and services, and information regarding acquiring, protecting, enforcing and licensing proprietary rights (including patents, copyrights and trade secrets).

3. Exclusions from Confidential Information.

"Confidential Information" shall not include information publicly known and the general skills and experience gained during Recipient's work with the ITC which Recipient could reasonably have been expected to acquire in similar work with another company. The phrase "publicly known" shall mean readily accessible to the public in a written publication, and shall not include information which is only available by a substantial searching of the published literature, and information the substance of which must be pieced together from a number of different publications and sources. The burden of proving that information or skills and experience are not Confidential Information shall be on the party asserting such exclusion. "Confidential Information" shall not include the Software when it is released to the public for use by the ITC. Recipient may use any Confidential Information as permitted by its commercial membership agreement.

4. Covenants of Recipient.

As a consequence of Recipient's acquisition or anticipated acquisition of Confidential Information, Recipient will occupy a position of trust and confidence with respect to the ITC's affairs and business. In view of the foregoing and of the consideration to be provided to Recipient, Recipient agrees that it is reasonable and necessary that Recipient make the following covenants:

a. No production files. The purpose of this Agreement is for testing and, accordingly, Recipient will not use the Software to create production files.

b. No Disclosure. Recipient will not disclose Confidential Information to any person or entity and will take all reasonable precautions to prevent inadvertent disclosure of such Confidential Information.

c. No Use, Copying or Transfer. Recipient will not use, copy or transfer Confidential Information without first obtaining the ITC's consent and will take all reasonable precautions to prevent inadvertent use, copying or transfer of such Confidential Information. This prohibition against Recipient's use, copying, or transfer of Confidential Information includes, but is not limited to, selling, licensing or otherwise exploiting, directly or indirectly, any products or services (including software in any form) which embody or are derived from Confidential Information, or exercising judgment in performing analysis based upon knowledge of Confidential Information. Should the ITC consent to the disclosure, copy or transfer of Confidential Information to a third party, Recipient shall disclose, copy or transfer the Confidential Information only upon the intended third party entering into a confidentiality and nondisclosure agreement with a consent signature line for the ITC.

c. Incorporation. Recipient may not incorporate Confidential Information in other computer programs.

d. Modifications. Any additions, changes, corrections, bug-fixes, or suggestions for changes to the Confidential Information shall be communicated as soon as possible, via email, to the ITC, which, at its sole discretion, shall determine whether said changes will be incorporated into IntelliCAD software. Any additions, changes, corrections, bug-fixes, or suggestions for changes to the Confidential Information made by Recipient shall become proprietary to the ITC.

5. Injunctive Relief.

It is hereby understood and agreed that damages shall be an inadequate remedy in the event of a breach by Recipient of any of said covenants and that any such breach by Recipient will cause the ITC great and irreparable injury and damage. Accordingly, Recipient agrees that the ITC shall be entitled, without waiving any additional rights or remedies otherwise available to the ITC at law or in equity or by statute, to injunctive and other equitable relief in the event of a breach or intended or threatened breach by Recipient of any of said covenants.

6. Miscellaneous.

a. Governing Law. This Agreement will be governed and construed in accordance with the laws of the State of Oregon without regard to the conflicts of laws or principles thereof. Any suit brought hereon shall be brought in the state or federal courts sitting in Washington, Multnomah, or Clackamas counties Oregon.

b. Severability. In case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provisions of this Agreement, and this Agreement shall be construed as if such provision(s) had never been contained herein, provided that such provision(s) shall be curtailed, limited or eliminated only to the extent necessary to remove the invalidity, illegality or unenforceability.

c. Waiver. No waiver by the ITC of any breach by Recipient of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provisions hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing.

d. Attorney Fees. In the event of any legal action to enforce or interpret this Agreement, or otherwise related to this Agreement, or in the event a petition in bankruptcy is filed by or on behalf of a party, the prevailing party, in addition to all other sums that the other party may be required to pay, shall be entitled to recover such additional sum for the prevailing party's attorney fees and costs, as the applicable court determines to be reasonable in the action, including any proceeding at trial, on appeal, or on petition for review, and in any bankruptcy proceeding.

e. Counterparts. This Agreement may be executed in two or more counterparts, each of which shall be deemed to be an original, but all of which together shall constitute one and the same instrument.

f. Termination. This Agreement will begin on use or installationthe date specified above. The Agreement will remain in effect for a period of six months when it shall automatically expire. Tuntil the ITC may also terminate this Agreement at any time upon provides written notification of termination to Recipient.

g. Return of Confidential Information. Upon written demand made by the ITC to Recipient, all copies of the Confidential Information, together with all duplicate or archival copies made by Recipient, shall be returned promptly to the ITC.

h. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to Recipient's confidentiality and nondisclosure obligations.