Concerning the disclosure of certain information and dealing with___________________ ____________________________________________(Hereinafter Confidential Information),

BAYES Information Technology Ltd. (trade register number 741.979), a company incorporated under the laws of Finland and having its registered office in Helsinki (hereinafter BAYES),

and,

_________________________________________ (Trade register number _________________), a company incorporated under the laws of ____________ and having its registered office in __________________ (hereinafter Supplier), (together Parties)

have today, in order to protect their rights and competitive positions, concluded this non-disclosure agreement with the following clauses:

1. The Parties shall hold in confidence all Confidential Information acquired from the other party and shall not to any extent disclose it to any third parties without a written permission from the other party. The obligation of non-disclosure shall cover the disclosure of information in any form including but not limited to oral, written and electronic forms. Furthermore, the obligation of non-disclosure shall also apply to the disclosure of Confidential Information to the parent companies and affiliated companies of the Parties.
2. The Parties may use the disclosed Confidential Information only for the purposes of evaluation and ascertaining their interest in exploiting Confidential Information on a mutually agreeable commercial basis. The Parties shall not make any other use of disclosed Confidential Information without the written approval of the other party.
3. The Parties shall not make any copies or otherwise reproduce any material that contains Confidential Information. Both Parties shall at the request of the other party without any unnecessary delay destroy or return to the other party all material that contains disclosed Confidential Information.
4. Nothing in this Agreement shall be construed as granting the Parties any rights in or license under the Confidential Information disclosed hereunder, or in and under any patents that may issue upon such information.
5. Each Party shall limit the access to the other Party’s Confidential Information to those of its personnel for whom such access is necessary for the proper performance of this agreement and obtain written undertakings of confidentiality from them.
6. Without prejudice to the generality of the aforesaid, the Parties shall protect the disclosed Confidential Information at least with the same degree of care as they exercise in respect of their own confidential information and business secrets.
7. The obligations of non-disclosure shall not apply to information (1) that has become a part of public domain through no fault of the receiving party, or (2) that at the time of its disclosure was known to or in the possession of the receiving party, as evidenced by written documents which existed before the acquisition of the information, or (3) that after its disclosure has been disclosed to the receiving party by a third party who obtained such information without any obligation of confidence.
8. If either party violates the obligations of non-disclosure stated in this agreement the other party shall be entitled to liquidated damages in the amount of 300.000 FIM regardless of the amount of its loss. In addition, the violated party shall be entitled to compensatory damages for the part of its loss that exceeds payable liquidated damages if the violation is a result of willful conduct or gross negligence of the violating party. Otherwise the violated party shall have no right for compensatory damages in addition to liquidated damages.
9. This agreement shall not obligate the Parties to conclude any mutual agreements or to take any other measures besides those stated in this agreement.
10. This agreement is construed and governed under the laws of Finland and any disputes arising out of it shall be settled in arbitration in accordance with the Rules of the Arbitration Committee of the Finnish Central Chamber of Commerce pursuant to the regulations in force. The arbitration shall be conducted in Helsinki, Finland, in the English language.
11. This agreement shall come into force after both Parties have signed it. The agreement shall stay in force for an indefinite period of time and it may be terminated by either party by giving the other party a written notice of termination thirty (30) days in advance. Upon termination the Parties shall without any unnecessary delay destroy or return to the other party all material that contains disclosed Confidential Information. The obligations of non-disclosure stated in this agreement shall apply for a period of five (5) years as of the date of the disclosure of the information in question, regardless of an earlier termination of this agreement.

Dated ................. day of ............................, 200_   in __________________.

Supplier                                                  BAYES Information Technology Ltd.

_______________________________ ______________________________

_______________________________ ______________________________