EXHIBIT 3
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EXECUTION COPY
QUALIFIED SUBSIDIARY CONFIDENTIALITY AGREEMENT
THIS AGREEMENT (this "Agreement") is made and entered into effective
December 29th, 1999, between Sprint Corporation, a Kansas corporation
("Sprint"), and NAB Nordamerika Beteiligungs Holding GmbH, a limited liability
company organized under the laws of Germany ("Qualified Subsidiary") (each a
"Party").
R E C I T A L S
WHEREAS, Sprint, France Telecom, a societe anonyme organized under the laws
of France ("FT"), and Deutsche Telekom AG, an Aktiengesellschaft organized under
the laws of Germany ("DT"), have entered into an Investment Agreement dated as
of July 31, 1995 (as it may be amended or modified from time to time, the
"Investment Agreement");
WHEREAS, in connection with the transactions contemplated by the Investment
Agreement, Sprint and DT entered into an Investor Confidentiality Agreement
dated as of January 31, 1996 (the "DT Original Investor Confidentiality
Agreement");
WHEREAS, Sprint, FT and DT entered into a Master Restructuring and
Investment Agreement dated as of May 26, 1998 (as it may be amended or modified
from time to time, the "FT/DT Restructuring Agreement"), which contemplates,
among other things, the purchase by FT and DT of shares of PCS Common Stock --
Series 3, par value $1.00 per share, of Sprint;
WHEREAS, as a condition precedent to and in consideration of the
transactions contemplated in the FT/DT Restructuring Agreement, Sprint and DT
entered into an Amended and Restated Investor Confidentiality Agreement (the "DT
Amended and Restated Investor Confidentiality Agreement");
WHEREAS, Section 2.2 of the Amended and Restated Stockholders' Agreement
(as defined in the FT/DT Restructuring Agreement), provides that DT may, under
certain circumstances and in accordance with the terms of Section 2.2 of the
Amended and Restated Stockholders' Agreement, transfer shares of Class A Stock
to one or more Qualified Subsidiaries;
WHEREAS, Qualified Subsidiary is a Qualified Subsidiary to which DT has
indicated that it intends to transfer Sprint Voting Securities;
WHEREAS, DT is required under Section 3.1 of the DT Amended and Restated
Investor Confidentiality Agreement to cause each Person which, as a result of
the acquisition of Beneficial Ownership of any voting securities of Sprint,
would become a Qualified Subsidiary of DT to execute a Qualified Subsidiary
Confidentiality Agreement; and
WHEREAS, this Agreement is the Qualified Subsidiary Confidentiality
Agreement which Qualified Subsidiary is executing in compliance with Section 3.1
of the DT Amended and Restated Investor Confidentiality Agreement.
NOW, THEREFORE, for good and valuable consideration, the Parties agree as
follows:
ARTICLE 1.
DEFINITIONS
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Capitalized terms used in this Agreement and not defined herein shall have
the respective meanings specified in the Amended and Restated Stockholders'
Agreement. In addition, the following capitalized terms shall have the following
meanings:
"Class A Stock" means the Class A Common Stock and the Series 3 PCS Stock
(each term as defined in the Articles), and after the Recapitalization (as
defined in the FT/DT Restructuring Agreement), the Series 3 FON Stock (as
defined in the FT/DT Restructuring Agreement).
"Class A Holders" has the meaning set forth in the Articles.
"Disclosing Party" means Sprint or any Affiliate of Sprint which discloses
Proprietary Information.
"Non-Class A Common Stock" has the meaning set forth in the Articles.
"Proprietary Information" means, subject to Section 2.1(g) herein:
(i) all confidential or proprietary information of Sprint or any of
its Affiliates, including business plans and strategies; and
(ii) any portion of any notes, analyses, compilations, studies,
interpretations or other documents prepared by any Receiving
Party, to the extent the same contain, reflect, are derived from,
or are based upon, any of the information described in clause (i)
(such portions of such notes, analyses, etc. are referred to
herein as "Derivative Information").
The Disclosing Party will use its reasonable efforts to follow its customary
practices regarding the marking of tangible Proprietary Information as
"confidential," "proprietary," or other similar designation, but the failure to
xxxx or otherwise designate any information in the foregoing clause (i) as
confidential or proprietary shall not affect its status as Proprietary
Information. The Parties agree that the designation in writing by the Disclosing
Party that information is confidential or proprietary shall create a presumption
that such information is confidential or proprietary to the extent such
designation is reasonable.
"Receiving Party" means Qualified Subsidiary or any of its Subsidiaries or
Representatives (as defined in Section 2.1(b)) which receives Proprietary
Information.
"Subsidiary" means, with respect to any Person (the "Parent"), any other
Person in which the Parent, one or more direct or indirect Subsidiaries of the
Parent, or the Parent and one or more of its direct or indirect Subsidiaries (i)
have the ability, through ownership of securities individually or as a group,
ordinarily, in the absence of contingencies, to elect a majority of the
directors (or such individuals performing similar functions) of such other
Person, and (ii) own more than 50% of the equity interests.
ARTICLE 2.
PROPRIETARY INFORMATION
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Section 2.1. Disclosure and Use
(a) Except as provided in Section 2.1(b), (d) or (f), Qualified Subsidiary
agrees that until five years after the later of (x) the first to occur of the
date of conversion of all of the Class A Stock into Non-Class A Common Stock and
the date on which neither Qualified Subsidiary nor any of its Affiliates
Beneficially Owns any voting securities of Sprint, and (y) the date on which the
Class A Holders no longer have a representative on the Sprint Board of
Directors:
(i)all Proprietary Information communicated on or after the date
of this Agreement to it or to any other Receiving Party in
connection with, or as a result of, the Investment Agreement,
the FT/DT Restructuring Agreement, any of the Amended Other
Agreements (as defined in the FT/DT Restructuring Agreement),
the Articles or the Bylaws or the transactions contemplated
thereby (including the investment) or otherwise received by
Qualified Subsidiary in its capacity as an investor in Sprint
or by any Representative in his or her capacity as a member of
the Sprint Board of Directors, shall be held in strict
confidence;
(ii)it will not, and it will not permit any other Receiving Party
to, disclose such Proprietary Information to any third party;
(iii)it will, and will cause each Receiving Party to, use such
Proprietary Information only to implement the provisions of,
and exercise its rights under, the Investment Agreement, the
FT/DT Restructuring Agreement, the Amended Other Agreements,
the Articles and the Bylaws (including the internal monitoring
by Qualified Subsidiary of its investment in Sprint) and for
no other purpose; and
(iv) it will cause each Representative to use such Proprietary
Information only to perform his or her functions as a member
of the Sprint Board of Directors or to otherwise implement the
provisions of, and exercise its rights under, the Investment
Agreement, the FT/DT Restructuring Agreement, the Amended
Other Agreements, the Articles and the Bylaws (including the
internal monitoring by Qualified Subsidiary of its investment
in Sprint) and for no other purpose.
(b) Qualified Subsidiary may disclose Proprietary Information to its
Subsidiaries or its or its Subsidiaries' directors, officers, employees, agents
and advisors (collectively, "Representatives") who need to know such information
to perform their functions as members of the Sprint Board of Directors or to
implement the provisions of, or exercise its rights under, the Investment
Agreement, the FT/DT Restructuring Agreement, the Amended Other Agreements, the
Articles and the Bylaws (including the internal monitoring by Qualified
Subsidiary of its investment in Sprint), provided that before disclosing any
Proprietary Information to any Representative, the Receiving Party shall notify
such Representative of his or her obligation to comply with this Agreement.
Qualified Subsidiary shall be responsible for any breach of this Agreement by
any Subsidiary or Representative and Qualified Subsidiary agrees, at its sole
expense, to use its reasonable efforts (including court proceedings) to restrain
its Subsidiaries and Representatives from any prohibited or unauthorized
disclosure or use of the Proprietary Information. Qualified Subsidiary shall
notify Sprint as soon as possible if it has knowledge of a breach of this
Agreement in any material respect.
(c) Proprietary Information shall not be reproduced by Qualified Subsidiary
or any other Receiving Party in any form except to the extent reasonably
necessary to permit Qualified Subsidiary to implement the provisions of, and
exercise its rights under, the Investment Agreement, the FT/DT Restructuring
Agreement, the Amended Other Agreements, the Articles and the Bylaws (including
the internal monitoring by Qualified Subsidiary of its investment in Sprint) or
to permit any other Representatives to perform their functions as members of the
Sprint Board of Directors.
(d) This Section 2.1 shall not apply to any Proprietary Information which
the Receiving Party can establish to have:
(i) been disclosed by the Receiving Party with Sprint's prior written
consent;
(ii) been in the possession of the Receiving Party from a source other
than the Disclosing Party or FT, DT or any of their Subsidiaries
or representatives prior to the date of this Agreement;
(iii) become generally available to the public other than as a result
of disclosure by the Receiving Party or any Subsidiary or
Representative of Qualified Subsidiary, or DT or any of its
Subsidiaries or Representatives;
(iv) been independently developed by the Receiving Party outside the
scope of the Investment Agreement, the FT/DT Restructuring
Agreement and the Amended Other Agreements through Persons
(including any Representatives) who have not had knowledge of
such Proprietary Information;
(v) been rightfully obtained by the Receiving Party from a third
party (other than FT, DT or any of their Subsidiaries or
Representatives) without knowledge that such third party is
obligated to protect its confidentiality, provided that such
Receiving Party has used all commercially reasonable efforts to
determine whether such third party has any such obligation; or
(vi) been obligated to be produced or disclosed by Applicable Law or
any Governmental Authority, provided that such production or
disclosure shall have been made in accordance with Section 2.2.
(e) Subject to the right of a Receiving Party to reproduce Proprietary
Information in strict compliance with Section 2.1(c), no license or right to any
Receiving Party under any trademark, patent, copyright, invention, mask work
protection right or any other intellectual property right is either granted or
implied by this Agreement or by disclosure of Proprietary Information to such
Receiving Party.
(f) Qualified Subsidiary may disclose Proprietary Information to FT, DT and
representatives of FT and DT as may be reasonably necessary for Qualified
Subsidiary, FT, and DT to implement the provisions of, and exercise their rights
under, the Investment Agreement, the FT/DT Restructuring Agreement, the Amended
Other Agreements, the Articles and the Bylaws, provided that such disclosures
may only be made under this Section 2.1(f) at such time as FT and DT are subject
to a duty of confidentiality to Sprint substantially the same as the duty
imposed on Qualified Subsidiary by this Agreement, and provided, further, that
Qualified Subsidiary notifies FT and DT and such representatives that the
information being disclosed is Proprietary Information.
(g) Notwithstanding anything in this Article 2 to the contrary, any
"Proprietary Information" (as such term is defined in the Amended and Restated
Investor Confidentiality Agreements dated as of November 23, 1998 between Sprint
and DT and between Sprint and FT, respectively) received by a Receiving Party
from FT or DT or any Subsidiary or representative of FT or DT shall be deemed
Proprietary Information for all purposes of this Agreement and shall be subject
to the provisions of this Agreement as if, and to the same extent as, such
Proprietary Information were communicated to a Receiving Party directly by
Sprint.
Section 2.2. Legally Required Disclosure.
(a) If the Receiving Party is requested by any Governmental Authority or
required by Applicable Law to disclose any Proprietary Information, Qualified
Subsidiary will provide Sprint with written notice of such request or
requirement as soon as possible and prior to such disclosure. Sprint may then
either seek appropriate protective relief from all or part of such request or
requirement or waive the Receiving Party's compliance with this Agreement with
respect to all or part of such request or requirement.
(b) Qualified Subsidiary agrees that it will use all commercially
reasonable efforts to cooperate with Sprint in attempting to obtain any
protective relief which Sprint chooses to seek pursuant to this Section 2.2. In
the absence of such relief, if, in the written opinion of counsel for Qualified
Subsidiary, the Receiving Party is legally compelled to disclose any Proprietary
Information, then the Receiving Party may disclose only that portion of the
Proprietary Information which counsel to Qualified Subsidiary advises in writing
that such Receiving Party is compelled to disclose; provided that Qualified
Subsidiary shall exercise all commercially reasonable efforts to preserve the
confidentiality of the Proprietary Information, including cooperating with
Sprint to obtain an appropriate protective order or other reliable assurance
that confidential treatment will be accorded the Proprietary Information.
Section 2.3. Ownership.
(a) Unless otherwise specified in writing, all Proprietary Information,
other than Derivative Information, shall remain the property of Sprint, and all
documents or other tangible media delivered to the Receiving Party that embody
such Proprietary Information shall be, at the option of Sprint, either promptly
returned to Sprint or destroyed, except as otherwise may be required from time
to time by Applicable Law (in which case the use and disclosure of such
Proprietary Information shall continue to be subject to this Agreement) upon the
date on which the Receiving Party's need for it has expired or, if earlier, the
later of (i) the first to occur of the date of conversion of all of the Class A
Stock into Non-Class A Common Stock and the date on which neither Qualified
Subsidiary nor any of its Affiliates Beneficially Owns any voting securities of
Sprint, and (ii) the date on which the Class A Holders no longer have a
representative on the Sprint Board of Directors.
(b) Any Derivative Information shall be, at the option of Qualified
Subsidiary, either promptly returned to Sprint or destroyed, except as otherwise
may be required from time to time by Applicable Law (in which case the use and
disclosure of such Proprietary Information shall continue to be subject to this
Agreement) upon the date on which the Receiving Party's need for it has expired
or, if earlier, the later of (i) the first to occur of the date of conversion of
all of the Class A Stock into Non-Class A Common Stock and the date on which
neither Qualified Subsidiary nor any of its Affiliates Beneficially Owns any
voting securities of Sprint, and (ii) the date on which the Class A Holders no
longer have a representative on the Sprint Board of Directors.
(c) If destroyed, all copies shall be destroyed and upon the written
request of Sprint, the Receiving Party shall provide to Sprint written
certification of such destruction. The destruction or return of Proprietary
Information shall not relieve any Receiving Party of its obligation to treat
such Proprietary Information in the manner required by this Agreement.
Section 2.4. No Representation or Warranty. Qualified Subsidiary
acknowledges that, except as expressly provided in the Investment Agreement, the
FT/DT Restructuring Agreement or any Amended Other Agreement, no warranties,
indemnities, guarantees or representations, express or implied, are made with
respect to the use, usefulness, validity, noninfringement, accuracy or
completeness of any Proprietary Information. No Disclosing Party or any
representative of a Disclosing Party shall have any liability to any Receiving
Party relating to or resulting from the use of the Proprietary Information or
any errors therein or omissions therefrom.
ARTICLE 3.
MISCELLANEOUS
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Section 3.1. Notices. All notices and other communications required or
permitted by this Agreement shall be made in accordance with Section 7.7 of the
FT/DT Restructuring Agreement and, in the case of notices and communications to
the Qualified Subsidiary, to the address specified below.
Qualified Subsidiary: NAB Nordamerika Beteiligungs Holding GmbH
x/x Xxxxxxxx Xxxxxxx XX
Xxxxxxxxx-Xxxxx-Xxxxx 000
00000 Xxxx
Xxxxxxx
Attn: Xx. Xxxxx Klesing, Managing Director
Tel: 00-000-000-00000
Fax: 00-000-000-0000
with a copy to:
Cleary, Gottlieb, Xxxxx & Xxxxxxxx
Xxx Xxxxxxx Xxxxx
Xxx Xxxx, Xxx Xxxx 00000
X.X.X.
Attention: Xxxxxx X. Xxxxx, Esq.
Tel: (000) 000-0000
Fax: (000) 000-0000
Section 3.2. Headings. The headings of the Sections and Articles of this
Agreement are inserted for convenience of reference only and are not intended to
be a part of or to affect the meaning or interpretation of this Agreement.
Section 3.3. Assignment. Neither Party will assign this Agreement or any
rights, interests or obligations hereunder, or delegate performance of any of
its obligations hereunder, without the prior written consent of the other Party.
Section 3.4. Entire Agreement. This Agreement embodies the entire agreement
and understanding of the Parties in respect of the subject matter contained
herein, but this provision shall not abrogate or derogate any other written
agreement between the Parties executed simultaneously with this Agreement. This
Agreement supersedes all prior agreements and understandings between the Parties
with respect to such subject matter.
Section 3.5. Amendment, Waiver, etc. This Agreement may not be amended or
supplemented, and no waivers of or consents to departures from the provisions
hereof shall be effective, unless set forth in a writing signed by, and
delivered to, each of the Parties. No failure or delay of any Party in
exercising any power or right under this Agreement will operate as a waiver
thereof, nor will any single or partial exercise of any right or power, or any
abandonment or discontinuance of steps to enforce such right or power, preclude
any other or further exercise thereof or the exercise of any other right or
power.
Section 3.6. Binding Agreement; No Third Party Beneficiaries. This
Agreement will be binding upon and inure to the benefit of the Parties and their
successors and permitted assigns. Nothing expressed or implied herein is
intended or will be construed to confer upon or to give to any third party any
rights or remedies by virtue hereof.
Section 3.7. Governing Law; Dispute Resolution; Equitable Relief.
(a) THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH
THE LAWS OF THE STATE OF NEW YORK (REGARDLESS OF THE LAWS THAT MIGHT OTHERWISE
GOVERN UNDER APPLICABLE PRINCIPLES OF CONFLICTS OF LAW).
(b) EACH PARTY IRREVOCABLY CONSENTS AND AGREES THAT ANY LEGAL ACTION, SUIT
OR PROCEEDING AGAINST IT WITH RESPECT TO ITS OBLIGATIONS OR LIABILITIES UNDER OR
ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE BROUGHT ONLY IN THE
UNITED STATES DISTRICT COURT FOR THE SOUTHERN DISTRICT OF NEW YORK OR, IN THE
EVENT (BUT ONLY IN THE EVENT) SUCH COURT DOES NOT HAVE SUBJECT MATTER
JURISDICTION OVER SUCH ACTION, SUIT OR PROCEEDING, IN XXX XXXXXX XX XXX XXXXX XX
XXX XXXX SITTING IN THE CITY OF NEW YORK, AND EACH PARTY HEREBY IRREVOCABLY
ACCEPTS AND SUBMITS TO THE JURISDICTION OF EACH OF THE AFORESAID COURTS IN
PERSONAM, WITH RESPECT TO ANY SUCH ACTION, SUIT OR PROCEEDING (INCLUDING CLAIMS
FOR INTERIM RELIEF, COUNTERCLAIMS, ACTIONS WITH MULTIPLE DEFENDANTS AND ACTIONS
IN WHICH SUCH PARTY IS IMPLED). EACH PARTY IRREVOCABLY AND UNCONDITIONALLY
WAIVES ANY RIGHT THAT IT MAY HAVE TO A JURY TRIAL IN ANY LEGAL ACTION, SUIT OR
PROCEEDING WITH RESPECT TO, OR ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT.
(c) QUALIFIED SUBSIDIARY HEREBY IRREVOCABLY DESIGNATES CT CORPORATION
SYSTEM (IN SUCH CAPACITY, THE "PROCESS AGENT"), WITH AN OFFICE AT 000 XXXXXX
XXXXXX, XXX XXXX, XXX XXXX 00000, AS ITS DESIGNEE, APPOINTEE AND AGENT TO
RECEIVE, FOR AND ON ITS BEHALF SERVICE OF PROCESS IN SUCH JURISDICTION IN ANY
LEGAL ACTION OR PROCEEDINGS WITH RESPECT TO THIS AGREEMENT, AND SUCH SERVICE
SHALL BE DEEMED COMPLETE UPON DELIVERY THEREOF TO THE PROCESS AGENT, PROVIDED
THAT IN THE CASE OF ANY SUCH SERVICE UPON THE PROCESS AGENT, THE PARTY EFFECTING
SUCH SERVICE SHALL ALSO DELIVER A COPY THEREOF TO QUALIFIED SUBSIDIARY IN THE
MANNER PROVIDED IN SECTION 3.1. QUALIFIED SUBSIDIARY SHALL TAKE ALL SUCH ACTION
AS MAY BE NECESSARY TO CONTINUE SAID APPOINTMENT IN FULL FORCE AND EFFECT OR TO
APPOINT ANOTHER AGENT SO THAT QUALIFIED SUBSIDIARY WILL AT ALL TIMES HAVE AN
AGENT FOR SERVICE OF PROCESS FOR THE ABOVE PURPOSES IN NEW YORK, NEW YORK. IN
THE EVENT OF THE TRANSFER OF ALL OR SUBSTANTIALLY ALL OF THE ASSETS AND BUSINESS
OF THE PROCESS AGENT TO ANY OTHER CORPORATION BY CONSOLIDATION, MERGER, SALE OF
ASSETS OR OTHERWISE, SUCH OTHER CORPORATION SHALL BE SUBSTITUTED HEREUNDER FOR
THE PROCESS AGENT WITH THE SAME EFFECT AS IF NAMED HEREIN IN PLACE OF CT
CORPORATION SYSTEM. QUALIFIED SUBSIDIARY FURTHER IRREVOCABLY CONSENTS TO THE
SERVICE OF PROCESS OUT OF ANY OF THE AFOREMENTIONED COURTS IN ANY SUCH ACTION OR
PROCEEDING BY THE MAILING OF COPIES THEREOF BY REGISTERED AIRMAIL, POSTAGE
PREPAID, TO SUCH PARTY AT ITS ADDRESS SET FORTH IN THIS AGREEMENT, SUCH SERVICE
OF PROCESS TO BE EFFECTIVE UPON ACKNOWLEDGMENT OF RECEIPT OF SUCH REGISTERED
MAIL. NOTHING HEREIN SHALL AFFECT THE RIGHT OF ANY PARTY TO SERVE PROCESS IN ANY
OTHER MANNER PERMITTED BY APPLICABLE LAW. QUALIFIED SUBSIDIARY EXPRESSLY
ACKNOWLEDGES THAT THE FOREGOING WAIVER IS INTENDED TO BE IRREVOCABLE UNDER THE
LAWS OF THE STATE OF NEW YORK AND OF THE UNITED STATES OF AMERICA.
(d) EACH PARTY AGREES THAT MONEY DAMAGES WOULD NOT BE A SUFFICIENT REMEDY
FOR THE OTHER PARTY FOR ANY BREACH OF THIS AGREEMENT BY IT, AND THAT IN ADDITION
TO ALL OTHER REMEDIES THE OTHER PARTY MAY HAVE, IT SHALL BE ENTITLED TO SPECIFIC
PERFORMANCE AND TO INJUNCTIVE OR OTHER EQUITABLE RELIEF AS A REMEDY FOR ANY SUCH
BREACH TO THE EXTENT PERMITTED BY APPLICABLE LAW. EACH PARTY AGREES NOT TO
OPPOSE THE GRANTING OF SUCH RELIEF IN THE EVENT A COURT DETERMINES THAT SUCH
BREACH HAS OCCURRED, AND AGREES TO WAIVE ANY REQUIREMENT FOR THE SECURING OR
POSTING OF ANY BOND IN CONNECTION WITH SUCH REMEDY.
Section 3.8. Severability. The invalidity or unenforceability of any
provision hereof in any jurisdiction will not affect the validity or
enforceability of the remainder hereof in that jurisdiction or the validity or
enforceability of this Agreement, including that provision, in any other
jurisdiction. To the extent permitted by Applicable Law, each Party waives any
provision of Applicable Law that renders any provision hereof prohibited or
unenforceable in any respect. If any provision of this Agreement is held to be
unenforceable for any reason, it shall be adjusted to the extent permitted by
Applicable Law rather than voided, if possible, in order to achieve the intent
of the Parties to the extent possible.
Section 3.9. Counterparts. This Agreement may be executed in one or more
counterparts each of which when so executed and delivered will be deemed an
original but all of which will constitute one and the same Agreement.
Section 3.10. Waiver of Immunity. Qualified Subsidiary agrees that, to the
extent that it or any of its property is or becomes entitled at any time to any
immunity on the grounds of sovereignty or otherwise based upon its status as an
agency or instrumentality of government from any legal action, suit or
proceeding or from set-off or counterclaim relating to this Agreement from the
jurisdiction of any competent court, from service of process, from attachment
prior to judgment, from attachment in aid of execution of a judgment, from
execution pursuant to a judgment or arbitral award or from any other legal
process in any jurisdiction, it, for itself and its property expressly,
irrevocably and unconditionally waives, and agrees not to plead or claim, any
such immunity with respect to such matters arising with respect to this
Agreement or the subject matter hereof (including any obligation for the payment
of money). Qualified Subsidiary agrees that the waiver in this provision is
irrevocable and is not subject to withdrawal in any jurisdiction or under any
statute, including the Foreign Sovereign Immunities Act, 28 U.S.C. ss. 1602, et
seq. The foregoing waiver shall constitute a present waiver of immunity at any
time any action is initiated against Qualified Subsidiary with respect to this
Agreement.
INTENDING TO BE LEGALLY BOUND, the Parties have signed this Qualified
Subsidiary Confidentiality Agreement as of the date first above written.
SPRINT CORPORATION
By:________________________________
Name:
Title:
NAB NORDAMERIKA BETEILIGUNGS HOLDING GMBH
By:________________________________
Name: Xx. Xxxxxxx Xxxxxxx
Title: Managing Director
By:________________________________
Name: Xx. Xxxxx Klesing
Title: Managing Director
