Exhibit 4.2(a)
ADDENDUM TO VERISIGN INTERNATIONAL AFFILIATE AGREEMENT
Addendum Number: 02
Effective Date: June 17, 2002
This Addendum to VeriSign International Affiliate Agreement ("Addendum") is made
as of the "Effective Date" set forth above by and between EuroTrust A/S
("Affiliate") and VeriSign, Inc. ("VeriSign").
R E C I T A L S
WHEREAS, Affiliate and VeriSign are parties to an International Affiliate
Agreement dated November 17, 2000 (the "Agreement"); and
WHEREAS, Affiliate, as a participant within the VeriSign Trust
Network(SM), must have a Certification Practice Statement that sets forth the
procedures and the practices by which Affiliate meets the requirements of the
VeriSign Trust Network(SM) Certificate Policies, and VeriSign has developed a
Model CPS for Affiliate to use in developing Affiliate's New CPS; and
WHEREAS, Affiliate must amend its legal agreements with subscribers,
relying parties and customers to bring them into conformance with Affiliate's
New CPS, and VeriSign has developed Model Legal Agreements for Affiliate to use
in developing Affiliate's New Legal Agreements; and
WHEREAS, the parties wish to incorporate into the Agreement the additional
terms and conditions set forth herein relating to the procedures for Affiliate
to follow in developing the New CPS and the New Legal Agreements.
NOW, THEREFORE, Affiliate and VeriSign agree as follows:
1. DEFINITIONS.
1.1 Capitalized terms when used but not defined in this Addendum shall
have the meanings shown in Schedule 1 or the definitions section of
the Agreement.
1.2 Model CPS means the model Certification Practice Statement that
VeriSign shall provide to Affiliate and that sets forth the
procedures and the practices by which a VeriSign affiliate may meet
the requirements set forth in the VeriSign Trust Network(SM)
Certificate Policies.
l.3 Model Legal Agreements means the model subscriber, relying party and
Managed PKI (formerly known as "OnSite") agreements that VeriSign
shall provide to Affiliate and that set forth the terms and
conditions that Affiliate should use in its agreements with
subscribers, relying parties and Managed PKI customers.
1.4 Now CPS means the Certification Practice Statement that shall be
developed by Affiliate using the Model CPS, and that is approved by
VeriSign according to the procedure specified below.
1.5 New Legal Agreements means the subscriber, relying party and Managed
PKI (formerly known as "OnSite") agreements that shall be developed
by Affiliate using the Model Legal Agreements according to the
procedure specified below.
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1.6 VeriSign Trust Network(SM) Certificate Policies or the "VTN CP"
means the document located at xxxx://xxx.xxxxxxxx.xxx/
repository/vtnCp.html that sets forth the requirements of the
VeriSign Trust Network(SM).
2. TERMS AND CONDITIONS.
2.1 Approval of New CPS. Affiliate shall use the Model CPS to prepare
Affiliate's New CPS, which will be forwarded to VeriSign for review
and approval prior to Affiliate posting the same. Affiliate
understands that in order to promote the uniformity of the VeriSign
Trust Network(SM), VeriSign must require that the New CPS conform to
the VTN CR and not vary from the Model CPS except for changes
necessitated by (i) Affiliate's local legal requirements; (ii)
Affiliate providing different products or services than set forth in
the Model CPS; and (iii) Affiliate's replacing brackets contained in
the Model CPS. Affiliate shall submit the New CPS to VeriSign for
review as an English-language Word document, redlined to show
changes made from the Model CPS. Once VeriSign has approved in
writing the New CPS, Affiliate shall send VeriSign a translation of
the same in Affiliate's local language and shall ensure that the
appropriate version is posted on Affiliate's Web site. In the event
Affiliate believes an amendment to the New CPS is necessary, it
shall only do so with the prior written consent of VeriSign, not to
be, unreasonably withheld. Affiliate acknowledges and agrees that
VeriSign retains the right to at any time to require Affiliate to
change the New CPS in the event that, in VeriSign's sole discretion,
such change is necessary or desirable to ensure the security,
continuity and operation of the VeriSign Trust Network(SM) or to
reflect changes to the VTN CP.
2.2 Preparation of New Legal Agreements. Affiliate shall use the Model
Legal Agreements to prepare its New Legal Agreements. Affiliate
hereby represents and warrants that the New Legal Agreements shall
substantially comply with the material terms set forth in the Model
Legal Agreements, and in any event, shall not impose any material
additional obligations or responsibilities on VeriSign, subscribers,
relying parties or customers. Affiliate further represents and
warrants that prior to sending the New Legal Agreements to VeriSign,
it will seek the advice of local counsel regarding the
enforceability of the New Legal Agreements and will have obtained an
opinion from such local counsel that the New Legal Agreements are
enforceable between Affiliate and its subscribers, relying parties,
or customers, as the case may be. Affiliate shall submit the New
Legal Agreements in English and in its local language to VeriSign
and, in the event that Affiliate believes an amendment to the same
is required, the revised version of the New Agreements in English
and in Affiliate's local language shall also be submitted by
Affiliate to VeriSign. Affiliate acknowledges and agrees that
VeriSign retains the right to at any time to require Affiliate to
change the New Legal Agreements in the event that, in VeriSign's
sole discretion, such change is necessary or desirable to ensure the
security, continuity and operation of the VeriSign Trust Network(SM)
or to reflect changes to the VTN CP.
2.3 Translation of New CPS and New Legal Agreements. Affiliate
represents and warrants that in preparing any translations of the
New CPS and New Legal Agreements into Affiliate's local language it
shall use an experienced translator who is familiar with public key
infrastructure concepts and terminology.
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2.4 Part of "Translated Versions." The New CPS and the New Legal
Agreements shall be deemed to be included within the definition of
Translated Versions, except to the extent that the procedure for
Affiliate preparing and VeriSign approving the same is modified by
this Addendum.
3. EFFECT OF ADDENDUM
In the event of any inconsistency between the terms of this Addendum and the
Agreement with respect to any modified sections or attachments, the terms of
this Addendum shall be controlling. Except as specifically modified by this
Addendum, all of the terms and provisions of the Agreement shall continue to
remain in full force and effect.
IN WITNESS WHEREOF, the undersigned have caused this Addendum to be executed by
their respective authorized representatives. This Addendum may be executed in
counterparts, each of which shall be deemed an original, but all of which shall
constitute one and the same agreement.
EuroTrust A/S VeriSign, Inc.
By /s/ Xxxxx Xxxxx By /s/ Xxxxx X. [ILLEGIBLE]
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Name Xxxxx Xxxxx Name Xxxxx X. [ILLEGIBLE]
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Title COO Title SVP, General Counsel
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