This Evaluation Agreement (the “Agreement”) is entered into as of [Effective Date] by and between B5 SECURE LLC, a California limited liability company, PO Box 1410, Menlo Park, CA 94026-1410 (“B5 Secure”), and the entity identified in the signature block (“Evaluator”). It governs Evaluator’s time-limited evaluation of the B5 Secure software and source packages and incorporates the Mutual NDA between the Parties by reference.

1.Definitions

“Software” means the B5 Secure Never Trust security library for .NET made available to Evaluator for evaluation, including the trial source package, binaries, configuration tooling, and accompanying documentation. “Evaluation Period” means the period beginning on the Effective Date and continuing for [thirty (30) days], unless extended by B5 Secure in writing. “Evaluation Purpose” means internal testing and assessment of the Software’s suitability for Evaluator’s prospective use, in a non-production environment.

2.Evaluation License

Subject to this Agreement, B5 Secure grants Evaluator a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during the Evaluation Period, to install and use the Software solely for the Evaluation Purpose, on systems controlled by Evaluator, by Evaluator’s employees and contractors who are bound by confidentiality obligations and who act on Evaluator’s behalf.

3.Restrictions

Except as expressly permitted, Evaluator shall not: (a) use the Software in production, or to process live or business-critical data, or for the benefit of any third party; (b) distribute, sublicense, sell, lease, host as a service, or otherwise make the Software available to any third party; (c) modify, adapt, or create derivative works of the Software except to the limited extent reasonably necessary to evaluate integration, and only within the Evaluation Period; (d) reverse engineer, decompile, or disassemble any binary components, except to the extent this restriction is prohibited by applicable law; (e) remove, alter, or obscure any proprietary notices; (f) publish or disclose any benchmark, performance, or security-testing results regarding the Software without B5 Secure’s prior written consent; or (g) use the Software to build or assist in building a competing product. The trial source package is provided for evaluation only and confers no ownership of, or perpetual right to, any source code.

4.Ownership

The Software and all intellectual property rights in it are and remain the sole property of B5 Secure and its licensor, Todd Yancey. No rights are granted to Evaluator other than the limited evaluation license expressly stated in Section 2. All rights not expressly granted are reserved.

5.Confidentiality

The Software, its source package, the B5 (B1–B5) pipeline and activity-data authorization design, and all non-public information disclosed in connection with the evaluation are Confidential Information of B5 Secure and are governed by the Mutual NDA between the Parties, which is incorporated by reference. If no Mutual NDA is in effect, the confidentiality terms of the Mutual NDA published at b5secure.com/nda/ apply to this Agreement as if set out herein.

6.Feedback

Evaluator may provide B5 Secure with suggestions, evaluations, or other feedback regarding the Software (“Feedback”). Evaluator grants B5 Secure a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate the Feedback into B5 Secure products and services without restriction or obligation.

7.Evaluation Data and Telemetry

The Software runs in Evaluator’s own environment and is not designed to transmit Evaluator’s application data to B5 Secure. To the extent the Software or trial tooling reports license-validation or diagnostic information to B5 Secure, such information is limited to that necessary to administer the evaluation license and is handled in accordance with the B5 Secure Privacy Policy.

8.No Warranty

THE SOFTWARE IS PROVIDED FOR EVALUATION “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND. B5 SECURE EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. B5 SECURE DOES NOT WARRANT THAT THE SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. Evaluator is solely responsible for evaluating the Software in a non-production environment and for any results obtained from its use.

9.Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, ARISING OUT OF OR RELATED TO THIS AGREEMENT. EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100). THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT THE NO-FEE, EVALUATION NATURE OF THIS ARRANGEMENT. NOTHING IN THIS SECTION LIMITS EVALUATOR’S OBLIGATIONS UNDER SECTIONS 3 (RESTRICTIONS) OR 5 (CONFIDENTIALITY) OR EITHER PARTY’S LIABILITY FOR ITS INFRINGEMENT OR MISAPPROPRIATION OF THE OTHER’S INTELLECTUAL PROPERTY.

10.Term; Termination; Effect

This Agreement begins on the Effective Date and ends at the close of the Evaluation Period, unless earlier terminated. Either Party may terminate this Agreement at any time on written notice. Upon expiration or termination, the evaluation license ends immediately and Evaluator shall cease all use of the Software and, within ten (10) days, delete or destroy all copies of the Software and trial source package in its possession and, on request, certify deletion. Production or continued use of B5 Secure after the Evaluation Period requires a separate executed license agreement. Sections 3 through 12 survive expiration or termination.

11.Governing Law; Venue

This Agreement is governed by the laws of the State of California, without regard to its conflict-of-laws principles, and the Parties consent to the exclusive jurisdiction and venue of the state and federal courts located in San Mateo County, California.

12.General

This Agreement, together with the Mutual NDA, is the entire agreement between the Parties regarding the evaluation and supersedes all prior understandings on that subject. It may be amended only in a writing signed by both Parties, and may be executed in counterparts, including by electronic signature. Evaluator may not assign this Agreement without B5 Secure’s prior written consent. If any provision is held unenforceable, the remainder remains in effect. Notices to B5 Secure shall be sent to legal@b5secure.com.

Fields shown as [bracketed] are completed at signing. This document is provided for review; the executed version that applies to your evaluation governs.