WinTECH Software
Non-Disclosure Agreement

This agreement is between WinTECH Software, (herewith referred to as Licenser), and ________________________________________________ (Licensee).

It covers the use and distribution of the software design, source code and documentation developed by Licenser and supplied to Licensee for use in Licensee’s development of non-competing products.

For a one-time fee, Licenser agrees to supply all source code and documentation necessary to create a working version of Licenser’s software product using commercially available standardized development tools, (Compilers, Linkers, etc.), supplied by others.

Licenser reserves the right to omit those parts of the design which it determines to be proprietary so long as the omitted source code does not effect the operation of the assembled product. This primarily encompasses the encryption algorithm used by Licenser to distribute and register software versions of its products, but may include other aspects of the design as well.

Licenser warrants that Licenser is the sole owner of the software to be licensed to the Licensee hereunder and Licenser agrees to indemnify Licensee from any and all claims related to Licenser’s software ownership and/or Licensee’s rights to use and/or distribute said software under the terms of this agreement.

Licensee may utilize the supplied software and documentation in anyway desired for development of its own in-house software product.

Licensee may utilize the supplied software and documentation for development of a commercial or distributable product so long as the end product does not directly compete with a corresponding product offered by Licenser at the time of this agreement.

Licensee may not distribute the source code nor documentation, in whole or in part, to any third-party without the expressed written consent of Licenser.

Executable files, (.EXE), which expose objects to other applications and Dynamic Link Libraries, (DLL’s), supplied by Licenser may be incorporated into the design of Licensee’s product and distributed royalty free in object form only. Documentation associated with interfacing software applications with the DLL or EXE is for the exclusive use of Licensee and may not be distributed to any third-party without consent from Licenser.