WHEREAS, the Company agrees to furnish the Undersigned certain confidential information (as set forth below) relating to the operation and affairs of the Company for purposes of aiding the Undersigned in its review of the Company's business, with the intent of enabling the Undersigned to review the Company's marketability for a possible sale or merger.
Company proposes to disclose certain of its confidential and proprietary information (the “Confidential Information”) to Undersigned. Confidential Information shall include information relating to non-public, confidential and proprietary operations, properties, personnel, financial information, materials, products, technology, computer programs, manuals, business plans, software, marketing plans, and other information disclosed or submitted, orally, in writing, or by any other media, to Undersigned by Company.
BE IT KNOWN, that the Company has or shall furnish to the Undersigned certain confidential information on the following conditions:
a. is already known to the Undersigned or is generally known within the Company’s industry; or
b. is or becomes publicly known through no neglect or wrongful act of the Undersigned; or
c. is rightfully received by the Undersigned form a third party without restriction; or
d. is independently developed by the Undersigned; or
e. is furnished to a third party by the Company without similar restriction on the third party’s rights of disclosure; or
f. is approved for release by written authorization of the Company; or
g. is required to be disclosed by any order of a governmental agency, legislative body or court of competent jurisdiction.
h. The parties agree that if Company signs an agreement to have Undersigned act as an intermediary for the sale or merger of the Company, this agreement will become null and void.
Please sign the attached duplicate of this Letter of Confidentiality, which constitutes your acceptance.