(C) COPYRIGHT 2005 BY VERINET DANMARK

"NDA"
Non Disclosure Agreement
 

This Agreement is made,      /       2      .

Part 1: Verinet Denmark - a COMCAST division, whose registered office is at Frederiksgade 7 – DK-1265 Copenhagen C, Denmark

Part 2:

The parties above have disclosed, and will disclose, information to each other for the purposes of  (hereafter referred to as the “Purpose”):

In consideration of this mutual disclosure:

§ 1  Confidentiality

§ 1.1 Each party undertakes:

 to keep and procure that its directors employees and agents keep in strict confidence and in safe custody any proposals, draft contracts, prices, rates, information, knowledge, data, drawings, know-how and other material (“Information”) com­mu­ni­­cated to it by or acquired from the other party;

 not to use any Information for any reason other than the Purpose;

 not to make copies of documents containing Information or record Information other than for the Purpose; and

 to limit access to Information to those of its employees, agents and directors who reasonably and necessarily require such Information for the Purpose, to inform each such employee, agent and director of the foregoing restrictions as to confidentiality, disclosure and use of such Information and to ensure that each such employee, director, agent and contractor shall observe such restrictions and, in the case of each such agent and contractor shall procure that its employees and directors observe such restrictions; and

 not without the prior consent in writing of the other party to release any press statement or issue any other publicity regarding the arrangements which may exist between the parties and not to disclose to any third party the identity of the other party either on a client list or otherwise.

§ 2  Title

§ 2.1 Each party agrees that it shall not acquire any right or title to or licence in respect of the Information communicated or acquired from the other party.

§ 3  No confidentiality

§ 3.1 The provisions of this agreement shall not apply to Information:

 which the receiving party can prove to the other party’s reasonable satisfaction was in its possession at the time of receipt or disclosure and was not acquired either directly or indirectly from the other party;

 which the receiving party obtains from a third party with good legal title thereto;

 which at the time of disclosure by the other party is in the public domain as evidenced by printed publication or otherwise;

 which becomes part of the public domain on no act, initiative, fault or omission or otherwise by the receiving party;

 which is required by law or regulation to be disclosed to a Government regulator such as Telestyrelsen (the Danish Telecommunications Board), Børsen (the Danish Stock Exchange) or other similar entity; or

 which is independently developed by the receiving party without the use of the Information.

§ 4  General provisions

§ 4.1 This agreement shall commence on the agreement date as specified in the beginning of this document.

§ 4.2 Either party may at any time request the other party to return all Information received that is capable of return and all copies thereof and certify that all Information in its possession or control has been destroyed.

§ 4.3 This NDA shall never terminate.

§ 4.4 This agreement shall be governed by and construed in accordance with the laws of Denmark and the parties agree to submit to the jurisdiction of the Danish Courts.

Signed for and on behalf of: