CAREFULLY READ THE FOLLOWING NONDISCLOSURE AGREEMENT. YOU ACCEPT AND AGREE TO BE BOUND BY THIS ALPHA TESTER NONDISCLOSURE AGREEMENT BY CLICKING THE ICON LABELED "login & agree" THAT IS DISPLAYED ABOVE.

NextDB Alpha Tester
Nondisclosure Agreement

This is an agreement in which you (the "Tester") agrees to test a software system known as NextDB.net (the "Software") and provide feedback (the "Feedback") to Geoffrey Hendrey and Brent Hamby, the developers of NextDB.net (the "Developers").

1.Developer's Obligations

The Developers will furnish the Tester with individual access to the NextDB.net administrative website, to be used only by the Tester.

2.Tester's Obligations

Tester shall test Software under normally expected operating conditions during the test period. Tester shall provide Feedback in the form of electronic correspondence (email, instant message, etc). with the Developers to report bugs, provide suggestions, and request enhancements. During the test period, Tester is entitled to develop browser-based applications, using the NextDB JavaScript API, that access the NextDB.net hosted database.

3.Software a Trade Secret

Software is proprietary to, and a valuable trade secret of, Developers. It is entrusted to Tester only for the purpose set forth in this Agreement. Tester shall maintain Software in the strictest confidence. Tester will not, without Developer's prior written consent:

(a) disclose any information about Software, its design and performance specifications, its code, and the existence of the test and its results to anyone.

(b) copy any portion of Software or documentation, except to the extent necessary to perform testing;

(d) disclose the content of the Feedback to anyone.

4. Feedback

It is expressly agreed that the Developers shall own all rights to intellectual property contained in, suggested, or described by the Feedback. Furthermore, the Tester will sign any and all papers necessary for the Developers to perfect their ownership.

5.Term of Agreement

The test period shall last from January 25, 2008 until April 1, 2008. This Agreement shall terminate at the end of the test period or when Developers inform Tester that the test period is over , whichever occurs first. The restrictions and obligations contained in Clauses 3, 4, 7, 8, 9 and 10 shall survive the expiration, termination or cancellation of this Agreement, and shall continue to bind Tester, its successors, heirs and assigns.

6.Termination of Test Applications

Upon the conclusion of the testing period or at Developer's request, Tester shall immediately cease from running test applications. Developers are under no obligation to maintain databases, nor data therein, that may have been created by Tester.

7.Disclaimer of Warranty

Software is a test product and its accuracy and reliability are not guaranteed. Tester shall not rely exclusively on Software for any reason. Tester waives any and all claims Tester may have against Developers arising out of the performance or nonperformance of Software.

SOFTWARE IS PROVIDED AS IS, AND DEVELOPERS DISCLAIM ANY AND ALL REPRESENTATIONS OR WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO IT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

8.Limitation of Liability

Developers shall not be responsible for any loss or damage to Tester or any third parties caused by Software. Developers SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGE, WHETHER BASED ON CONTRACT OR TORT OR ANY OTHER LEGAL THEORY, ARISING OUT OF ANY USE OF SOFTWARE OR ANY PERFORMANCE OF THIS AGREEMENT.

9.No Rights Granted

This Agreement does not constitute a grant or an intention or commitment to grant any right, title or interest in Software or Developers' trade secrets to Tester. Tester may not sell or transfer any portion of Software to any third party or use Software in any manner to produce, market or support its own products. Tester shall not identify Software as coming from any source other than Developers.

10.No Assignments

This Agreement is personal to Tester. Tester shall not assign or otherwise transfer any rights or obligations under this Agreement.

11. General Provisions

(a) Relationships: Nothing contained in this Agreement shall be deemed to constitute either party a partner, joint venturer or employee of the other party for any purpose.

(b) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement shall be interpreted so as best to effect the intent of the parties.

(c)Integration: This Agreement expresses the complete understanding of the parties with respect to the subject matter and supersedes all prior proposals, agreements, representations and understandings. This Agreement may not be amended except in a writing signed by both parties.

(d) Waiver: The failure to exercise any right provided in this Agreement shall not be a waiver of prior or subsequent rights.

(e) Attorney Fees and Expenses: In a dispute arising out of or related to this Agreement, the prevailing party shall have the right to collect from the other party its reasonable attorney fees and costs and necessary expenditures.

(f) Governing Law: This Agreement shall be governed in accordance with the laws of the State of California.

(g) Jurisdiction: The parties consent to the exclusive jurisdiction and venue of the federal and state courts located in San Francisco, CA in any action arising out of or relating to this Agreement. The parties waive any other venue to which either party might be entitled by domicile or otherwise.