NONDISCLOSURE AGREEMENT

THIS AGREEMENT, made and entered into between Hofseth BioCare ASA ("HBC"), and the receiver of this web access to sensitive information ("Recipient"). In consideration of the promises contained herein, HBC and Recipient agree as follows:

  1. The Parties are exploring a business or investment relationship and in furtherance thereof, each Party has requested that the other Party divulge certain Confidential Information as such term is hereinafter defined. As a condition precedent to such disclosure, the Parties have executed this Agreement evidencing their acceptance of the covenants and conditions herein contained.
  2. A Party receiving Confidential Information as defined herein shall be a “Recipient”, and a Party disclosing Confidential Information as defined herein shall be a “Discloser.”
  3. "Confidential Information" shall mean any Discloser information, technical data or know-how, including but not limited to, customer lists, customer and supplier identities, agreements, characteristics, formulations, specifications, sales and marketing information, sales figures, pricing and cost information, marketing plans and business plans, forecasts, financial information, budgets, data bases, computer programs, software (whether in object or source code), research papers, projections, practices, procedures, processes, routines, formulae, trade secrets, ideas, innovations, inventions, technology, machinery, drawings, photographs, equipment, devices, tools, discoveries, improvements, research or development and test results, data, formats, plans, sketches, drawings, models, any intellectual property, patents, trademarks, and copyrights and applications therefor, all rights and information necessary to produce and market all products of Discloser and to conduct the business of Discloser as conducted or planned, or which pertains in any manner to subjects or knowledge of the business or operation of Discloser or other information, tangible or intangible, owned, developed or possessed by Discloser, whether or not marked as “confidential”, and any other information or procedures that are treated as or designated secret or confidential by Discloser or its suppliers, customers or potential customers.
  4. Confidential Information shall not include any information which was, as substantiated by documentation, previously known by Recipient; or is or becomes available to Recipient from a third party who breaches no obligation of confidence to Discloser in making such disclosure; or is or later becomes generally available to the public through no fault of the Recipient; or is disclosed by Recipient with the prior written consent of Discloser or pursuant to an order from a court of competent jurisdiction (after prior and reasonable notice to Discloser of the request for entry of such order); or was, as substantiated by documentation, independently developed by Recipient without use or reference to the Confidential Information.
  5. Recipient shall disclose Confidential Information of Discloser only to the responsible employees, attorneys and accountants of Recipient having a bona fide need to know the Confidential Information for purposes of evaluating the business relationship and shall maintain Confidential Information so as to prevent any commingling of the same with the confidential proprietary materials of others in a manner to prevent disclosure to unauthorized individuals. The Recipient shall take appropriate measures to protect Confidential Information received by it hereunder from loss, including, without limitation, the maintenance of written agreements related to non-disclosure with employees, attorneys, consultants, agents, representatives, and accountants of Recipient. In the event of any loss, the Recipient will notify Discloser immediately. The Recipient shall be responsible for any breach of this Agreement by any of its employees, consultants, accountants, attorneys, agents or representatives and shall, at its sole expense, take all necessary measures (including but not limited to court proceedings) to restrain such parties from prohibited disclosure or use of the Confidential Information. The Recipient shall not use for any purpose, nor disclose Confidential Information of Discloser to consultants, subcontractors, other independent contractors, or other third parties without the prior written consent of Discloser.
  6. If either Party determines that it shall not proceed with the possible business relationship and so notifies the other Party in writing, Recipient shall promptly (a) return all records, notes, and other written, printed, computer generated or other materials in its possession pertaining to the Confidential Information and not retain copies, extracts or other reproductions of such materials; (b) destroy all documents, memoranda, notes and other writings prepared by Recipient based upon Confidential Information received from Discloser and (c) certify in writing to Discloser that it has complied with its obligations hereunder. The return or destruction of materials shall not relieve the Recipient from compliance with other terms and conditions of this Agreement.
  7. This Agreement shall be governed by the Norwegian law. The parties agree that all actions under this agreement shall be brought in any state or federal court located in Oslo and each party hereby accepts and submits to the personal jurisdiction of each such court. Should litigation arise concerning this Agreement, the prevailing party shall be entitled to its attorney's fees and court costs in addition to any other relief which may be awarded. Discloser and Recipient hereby acknowledge and agree that the extent of damages to Discloser in the event of a breach of this Agreement by the Recipient may be difficult or impossible to ascertain and that there may be available to Discloser no adequate remedy at law in the event of any such breach. Consequently, the Recipient agrees that Discloser shall be entitled, in addition to any other remedies it may have at law, to enforce this Agreement by an injunction or other equitable relief.
  8. The disclosure of Confidential Information hereunder shall not be construed as granting either a license under any patent or patent application, copyright, trade secret or any right of ownership in said Confidential Information. Discloser shall have sole and exclusive ownership of the Confidential Information, including ownership of all patents, trademarks, copyrights and trade secrets pertaining thereto. Discloser claims and reserves all rights and benefits afforded under federal and international copyright law in all software programs and documentation included in the Confidential Information as copyrighted works. The binary or object code version of any software programs included in the Confidential Information may under no circumstances be reverse-engineered or reverse compiled without the express written consent of Discloser.
    1. In the event that any provision of this Agreement is determined to be prohibited by law, then such provision or part thereof shall be ineffective only to the extent of such prohibition, without invalidating the remaining provisions of this Agreement.
    2. This Agreement shall be deemed to have terminated on the third anniversary hereof; however, the Recipient’s obligations with respect to the confidentiality and use of the Confidential Information shall survive any termination of this Agreement or any discussions between the parties related to the possible business relationship and the cessation of the activities contemplated thereby.
    3. This Agreement contains the complete understanding of the parties with respect to the subject matter hereof and supersedes all prior oral or written representations and understandings.

I, the Recipient, accept the terms of this non-disclosure agreement being EXECUTED as a sealed instrument as of the effective date set forth above.