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Trial License Access Agreement

This agreement is made and entered into as of the Effective Date by and between MOLECULAR CONNECTIONS located in 2/2 Kandala Mansion, Kariappa Road, Basavangudi, Bangalore - 560004 (hereinafter referred to as "MOLECULAR CONNECTIONS") and the REQUESTOR requesting for a Trial Access to XTRACTOR PREMIUM (hereinafter referred to as "REQUESTOR").

WHEREAS, MOLECULAR CONNECTIONS has agreed to allow REQUESTOR to access MOLECULAR CONNECTIONS Knowledgebase XTractor Premium(hereafter referred to as "XTRACTOR PREMIUM") as described below for the predetermined & agreed period of time so that REQUESTOR can evaluate XTRACTOR PREMIUM, determine the interest and provide feedback to MOLECULAR CONNECTIONS regarding the XTRACTOR PREMIUM; and   WHEREAS, both parties wish to set forth the conditions and obligations which govern XTRACTOR PREMIUM;

THEREFORE, the parties agree as follows:

  1. MOLECULAR CONNECTIONS shall allow REQUESTOR to access the products for a predetermined period of time ("Product Evaluation Period"). The Product Evaluation Period shall commence on receipt of your username and password.
  2. The XTRACTOR PREMIUM consists of technical data, know how, materials, and any information that relates to research, content, products, services, development, technology, inventions, processes, designs, formulas, drawings, engineering, and marketing, are all Proprietary Information of MOLECULAR CONNECTIONS.
  3. The XTRACTOR PREMIUM shall be used by REQUESTOR solely for the purpose of determining REQUESTOR interest in entering into a commercial relationship regarding XTRACTOR PREMIUM. Both MOLECULAR CONNECTIONS and REQUESTOR as used herein shall include, individually and collectively, their officers, directors, consultants, independent contractors and employees.
  4. REQUESTOR shall not disclose to any third party nor use the XTRACTOR PREMIUM, or any Proprietary Information of MOLECULAR CONNECTIONS for any other purpose(s) than those specified under this Agreement. REQUESTOR agrees to take reasonable and appropriate measures to keep confidential and to safeguard from theft or loss the XTRACTOR PREMIUM. REQUESTOR further agrees to limit access to XTRACTOR PREMIUM to that REQUESTOR whose mail / user ID has been authorized by MOLECULAR CONNECTIONS.
  5. REQUESTOR shall not download any part of the XTRACTOR PREMIUM, or allow or enable anyone to do so, during the term of this Agreement. REQUESTOR agrees to return any and all materials accessed and/or used from the XTRACTOR PREMIUM to MOLECULAR CONNECTIONS at the end of the Product Evaluation Period, or to certify that any materials accessed and/or used from the XTRACTOR PREMIUM has been destroyed.
  6. REQUESTOR agrees to provide feedback regarding XTRACTOR PREMIUM to MOLECULAR CONNECTIONS' Business Development/Marketing staff at the end of the Product Evaluation Period.
  7. Information shall not be considered confidential if REQUESTOR can establish that the same:
    1. is or becomes a part of the public knowledge or literature without breach of this Agreement by REQUESTOR; or
    2. was rightfully in the possession of REQUESTOR prior to the date of disclosure of such Proprietary Information as evidenced by written records; or
    3. is developed by REQUESTOR independently of the disclosure made under this Agreement as demonstrated by written records; or
    4. is supplied without restriction on disclosure to REQUESTOR by a third party who had a lawful right to disclose it and is under no obligation to MOLECULAR CONNECTIONS to maintain such Proprietary Information in confidence; or
    5. is required to be disclosed by order of a court or regulatory agency.
  8. If REQUESTOR becomes aware of any breach of this Agreement, then REQUESTOR shall promptly notify MOLECULAR CONNECTIONS thereof in writing.
  9. This Agreement shall commence on the Effective Date and terminate at the expiration date of the Product Evaluation Period. The confidentiality obligations of this Agreement shall survive for a period of five (5) years from the date of termination.
  10. Upon expiration of the Product Evaluation Period, REQUESTOR shall immediately cease use of the XTRACTOR PREMIUM furnished hereunder and shall either return or destroy any materials accessed and/or used from XTRACTOR PREMIUM.
  11. REQUESTOR may not transfer or assign any of its rights or obligations to any third party without the prior written consent of MOLECULAR CONNECTIONS.
  12. The validity, interpretation and effect of this Agreement shall be governed by the laws of India without regards to its conflicts of laws principles.
  13. This Agreement constitutes the entire understanding of the parties with respect to the matters referred to herein and supersedes all prior negotiations, commitments and understandings with respect thereto. No variation or modification of the Agreement or waiver of any terms or provisions hereof shall be deemed valid unless in writing and signed by authorized representatives of both parties.
  14. Trial evaluation is given at the sole discretion of MOLECULAR CONNECTIONS.