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ATRUST EVALUATION AGREEMENT

Atrust Computer Corp wishes to provide YOUR COMPANY with the following hardware/software products including any related documentation for a maximum of 30 (Thirty) days:

The hardware/software products are provided to the Evaluating Company subject to the following conditions:

All right, title, and interest in and to the hardware products remain with Atrust Computer Corp.

The hardware products are to be used for evaluation [and/or demonstration] purposes only and may not be transferred or sublicensed in any form to any third party nor put into commercial production. With regard to the software, Evaluating Company shall not (a) disclose, copy, rent, lease, disseminate or otherwise distribute the software, by any means or in any form, without the prior written consent of Atrust Computer Corp. or (b) modify, enhance, supplement, create derivative work from, adapt, translate, reverse engineer, decompile, disassemble or otherwise reduce the software to human readable form.

The hardware/software products contain substantial trade secrets and may not be used in any manner detrimental to Atrust Computer Corp.

Within 30 days (the “Evaluation Period”), Evaluating Company (at their cost) shall return the hardware products including any related documentation.  If not returned within the Evaluation Period in working undamaged condition, Evaluating Company will be invoiced for the full amount of the hardware products as listed below, subject to Atrust Computer Corp. Standard Terms and Conditions for the appropriate product line and further subject to the execution of any relevant Atrust Computer Corp Software License Agreement.

The hardware/software products are being provided “as is” and Atrust Computer Corp makes no representations or warranties, express or implied, with respect to the hardware/software products or any other matter related to this agreement, and expressly disclaims any implied warranties of non-infringement, merchantability or fitness for a particular use. Evaluating Company expressly agrees that, because the hardware/software products are being provided as an accommodation, Atrust Computer Corp shall not be subject to any liability, in contract, tort (including negligence) or otherwise, arising out of or in any way related to this agreement. In particular, but without limitation of the foregoing, Atrust Computer Corp shall not in any event be liable for any indirect, special, incidental, punitive, exemplary or consequential damages, even if Atrust Computer Corp has been advised of the potential for such damages.

Evaluating Company hereby agrees to indemnify and defend Atrust Computer Corp and hold it harmless from and against any claims of third parties arising out of (a) Evaluating Company’s use of the hardware/software products and other activities under or related to this Agreement, and (b) any third party’s use of the hardware/software products.