{"id":40761,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/confidentiality-agreeement-tyco-printed-circuit-group-inc-and.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidentiality-agreeement-tyco-printed-circuit-group-inc-and","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidentiality-agreeement-tyco-printed-circuit-group-inc-and.html","title":{"rendered":"Confidentiality Agreeement &#8211; Tyco Printed Circuit Group Inc. and Praegitzer Industries Inc."},"content":{"rendered":"<pre>                   [Letter for Adams, Harkness &amp; Hill, Inc.]\n\n\nMay 3, 1999\n\nPERSONAL &amp; CONFIDENTIAL\n\nMr. Brian Roussell\nChief Financial Officer\nTyco Printed Circuit Group Inc.\n11 Tyco Drive\nStafford Springs, CT 06076[cad 220]0100\n\nRe: Confidentiality Agreement (the 'Agreement')\n\nDear Brian:\n\n     1. You have requested information about Praegitzer Industries, Inc., (the \n'Company') in connection with your consideration of a possible transaction \nwith the Company (a 'Transaction'). As a condition to our furnishing such \ninformation to you, we are requiring that you agree, as set forth below, to \ntreat confidentially such information and any other information that the \nCompany, its agents or its representatives (including attorneys and financial \nadvisors) furnishes to you or your directors, officers, employees, agents, \nadvisors, prospective bank or institutional lenders, affiliates or \nrepresentatives of your agents, advisors or prospective lenders (all of the \nforegoing collectively referred to as 'your Representatives'), whether \nfurnished before or after the date of this letter, whether communicated in \nwriting or orally or gathered by inspection, and all notes, analyses, \ncompilations, studies or other documents, whether prepared by you or others, \nwhich contain or otherwise reflect such information and such information \nshall include but not be limited to information developed by you or your \nRepresentatives from plant visits or interviews with customers, suppliers or \nemployees (collectively, the 'Evaluation Material').\n\n     2. The term 'Evaluation Material' does not include information which \n(i) becomes generally available to the public other than as a result of a \ndisclosure by you or your Representatives, (ii) was available to you on a \nnon-confidential basis prior to its disclosure to you by the Company, its \nrepresentatives or its agents, (iii) becomes available to you on a \nnon[cad 220]confidential basis from a source other than the Company, its \nrepresentatives or its agents, provided that such source is not bound by a \nconfidentiality agreement with the Company, its representatives or its agents \nor otherwise prohibited from transmitting the information to you or your \nRepresentatives by a contractual, legal or fiduciary obligation, or (iv) was \nindependently developed by you without access to or the benefit of the \nEvaluation Material.\n\n     3. It is understood that you may disclose any of the Evaluation Material \nto those of your Representatives who require such material for the purpose of \nevaluating a possible Transaction (provided that such Representatives shall \nbe informed by you of the confidential nature of the Evaluation Material). \nYou agree that you and your Representatives will keep the Evaluation Material \nconfidential from any employee of the Company, except with the specific prior \nconsent of the Company, Adams, Harkness &amp; Hill, Inc. or McDonald Investments, \nInc. or as otherwise permitted by the terms hereof. You further agree that \nyou and your Representatives will not use any of the Evaluation Material for \nany reason or purpose other than to evaluate a possible Transaction.\n\n     4. Without the prior written consent of the Company, you and your \nRepresentatives will not disclose to any person (i) the fact that the \nEvaluation Material has been made available to you or that you have \n\n\n\ninspected any portion of the Evaluation Material, (ii) the fact that any \ndiscussions or negotiations are taking place concerning a possible \nTransaction, or (iii) any of the terms, conditions or other facts with \nrespect to any possible Transaction, including the status thereof, unless and \nonly to the extent that such disclosure (after making reasonable efforts to \navoid such disclosure and after advising and consulting with the Company \nabout your intention to make, and the proposed contents of, such disclosure) \nis, in the opinion of your counsel, which shall promptly be provided to the \nCompany in writing, required by applicable United States securities laws. The \nterm 'person' as used in this letter shall be broadly interpreted to include \nwithout limitation any corporation, company, partnership and individual.\n\n     5. In the event that you or any of your Representatives are requested or \nrequired (by oral questions, interrogatories, requests for information or \ndocuments, subpoena, Civil Investigative Demand or similar process) to \ndisclose any of the Evaluation Material, it is agreed that you or such \nRepresentative, as the case may be, will provide the Company with prompt \nnotice in writing of such request(s) so that it may seek an appropriate \nprotective order or other appropriate remedy and\/or waive your or such \nRepresentative's compliance with the provisions of this Agreement. In the \nevent that such protective order or other remedy is not obtained, or that the \nCompany grants a waiver hereunder, you or such Representative may furnish \nthat portion (and only that portion) of the Evaluation Material which, in the \nwritten opinion of your counsel, you are legally compelled to disclose and \nwill exercise your best efforts to obtain reliable assurance that \nconfidential treatment will be accorded any Evaluation Material so furnished.\n\n     6. Without the prior written consent of the Company and except for \ncommunications with Adams, Harkness and Hill, Inc. or McDonald Investments, \nInc., (i) neither you nor those of your Representatives who are aware of the \nEvaluation Material and\/or the possibility of a Transaction will initiate or \ncause to be initiated any communications with any customer, supplier or \nemployee of the Company concerning the Evaluation Material or any possible \nTransaction or any other matter concerning the Company and (ii) none of your \ndirectors, officers or employees who are aware of the Evaluation Material \nand\/or the possibility of a Transaction will, for the one (1) year period \nfrom the date of this letter agreement, either directly or indirectly solicit \nor cause to be solicited the employment of or hire any employee of the \nCompany, unless such employee is responding to a bona fide advertisement for \nemployment placed by you in a newspaper or trade publication of general \ncirculation; provided, however, that the foregoing provision will not prevent \nyou from employing any person who ceases to be employed by the Company for \nthe previous three (3) months and that nothing herein shall preclude you from \nhiring any such employee who initiates contact with you or responds to any \nadvertisements or general solicitation that is not specifically targeted at \nsuch person. In addition, the provisions in this Section 6 shall not apply \nto the hiring of any Company employee earning less than $20.00 per hour.\n\n     7. You will not copy or remove from the Company's premises any data, \ndocuments, reports or other materials without the Company's express approval. \nIf you determine that you will not proceed with the Transaction or a \nTransaction is not consummated by you, or upon the written request of the \nCompany, you will promptly deliver to the Company all documents or other \nmaterials furnished by the Company to you or your Representatives \nconstituting Evaluation Material, together with all copies thereof in the \npossession of you or your Representatives. In the event of such request, all \nother documents, studies, analyses, compilations or other matter reflecting \nor constituting Evaluation Material in the possession of you or your \nRepresentatives will be destroyed, with any such destruction confirmed by you \nin writing to the Company.\n\n     8. You hereby acknowledge that you are aware that the securities of the \nCompany are traded publicly. You hereby acknowledge that you are aware, and \nthat you will advise each of your Representatives and such other persons who \nare informed by you as to the matters which are the subject of this letter, \nthat the United States securities laws prohibit any person who has received \nmaterial, non-public information from an issuer concerning the matters which \nare the subject of this letter from purchasing or selling securities of such \nissuer or from communicating such information to any other person under \ncircumstances in which it is reasonably foreseeable that such person is \nlikely to purchase or sell such securities.\n\n\n                                       2\n\n\n\n     9. In further consideration of our furnishing you with Evaluation \nMaterial, you also agree that, for a period of two (2) years from the date of \nthis letter agreement, neither you nor any of your Representatives, without \nthe prior written consent of the Company, will:\n\n        (a) acquire, offer to acquire, or agree to acquire, directly or \n     indirectly, by purchase or otherwise, any voting securities or direct or \n     indirect rights to acquire any voting securities of the Company, or of \n     any successor to or otherwise, any voting securities or direct or \n     indirect rights to acquire any voting securities of the Company, or of \n     any successor to or person(s) in control of the Company, other than \n     voting securities acquired solely for investment purposes totaling less \n     than one percent (1%) of any such entity's outstanding voting \n     securities, or any assets of the Company or any subsidiary or division \n     thereof or of any such successor or controlling person;\n\n        (b) make, or in any way participate, directly or indirectly, in any \n     'solicitation' or 'proxies' to vote (as such terms are used in the rules \n     of the Securities and Exchange Commission), or seek to advise or \n     influence any person or entity in respect of the voting of any voting \n     securities of the Company;\n\n        (c) make any public announcement in respect of or submit a proposal \n     for, or offer of (with or without conditions) any extraordinary \n     transaction involving the Company or its securities or assets;\n\n        (d) seek or propose to influence or control the Company's management \n     or policies; or\n\n        (e) form, join or in any way participate in a 'group' as defined in \n     Section 13 (d) (3) of the Securities Exchange Act of 1934, as \n     amended (the 'Exchange Act'), in connection with any of the foregoing.\n\n     You promptly will advise the Company of any inquiry or proposal made to \nyou in respect of any of the foregoing paragraph 9. You also agree that the \nCompany will be entitled to equitable relief, including but not limited to \ninjunctive relief, in the event of any breach of the provisions of these \nparagraphs.\n\n     If a third party not affiliated with Tyco Printed Circuit Group Inc. \n('Tyco') or any of its affiliates shall have (i) acquired or agreed to \nacquire beneficial ownership of at least 10% of the outstanding shares of \ncapital stock of the Company, which acquisition was not induced directly or \nindirectly by Tyco or any of its affiliates, and shall have filed a \nSchedule 13D under the Exchange Act with the Securities and Exchange \nCommission that sets forth a present intent that is other than passive in all \nmaterial respects, provided that an acquisition for investment purposes only \nshall be deemed passive, or (ii) commenced or publicly announced its \nintention to commence a tender or exchange offer for more than 20% of the \noutstanding shares of capital stock of the Company, Tyco shall not be bound \nby clauses (a) through (e) of this Section 9 unless the foregoing \nthird party shall have, in the case of clause (i) above, reduced its \nbeneficial ownership of the outstanding shares of the capital stock to below \n10% or, in the case of clause (ii) above, terminated or publicly announced \nits intention to terminate the tender offer, or the tender offer has \notherwise expired, without the purchase by such third party of at least 20% \nof the outstanding shares of capital stock of the Company.\n\n     10. You understand that the Company has endeavored to include in the \nEvaluation Material information known to it which it believes to be relevant \nfor the purpose of your investigation, and you further understand that \nneither the Company nor its agents or its representatives makes any \nrepresentation or warranty as to the accuracy or completeness of the \nEvaluation Material. You agree that neither the Company nor its agents or its \nrepresentatives makes any representation or warranty as to the accuracy or \ncompleteness of the Evaluation Material. You agree that neither the Company \nnor its agents or its representatives shall have any liability to you or any \nof your Representatives resulting from the use of the Evaluation Material by \nyou or such Representatives. Only those representations and warranties that \nmay be made to you or your affiliates in a definitive written agreement for a \nTransaction, when, as and if executed and subject to such limitations and \nrestrictions as may be specified therein, shall have any legal effect, and \nyou agree that if you determine to engage in a Transaction such determination \nwill be based solely on the terms of such written agreement and on your own \ninvestigation, analysis and assessment of \n\n\n                                       3\n\n\nthe business to be acquired. Moreover, unless and until such a definitive \nwritten agreement is entered into, none of the Company, its affiliates or you \nwill be under any legal obligation of any kind whatsoever with respect to \nsuch a Transaction except for the matters specifically agreed to in this \nAgreement. The agreements set forth in this Agreement may be modified or \nwaived only by a separate writing signed by the Company and you expressly so \nmodifying or waiving such agreements.\n\n     11. You hereby agree to indemnify and hold harmless the Company from any \ndamage, loss, cost or liability (including legal fees and the cost of \nenforcing this indemnity) arising out of or resulting from any unauthorized \nuse or disclosure by you or your Representatives of the Evaluation Material. \nYou also acknowledge that money damages would be both incalculable and an \ninsufficient remedy for any breach of this Agreement by you or your \nRepresentatives and that any such breach would cause the Company irreparable \nharm. Accordingly, you also agree that in the event of any breach or \nthreatened breach of this Agreement, the Company, in addition to any other \nremedies at law or in equity it may have, shall be entitled, without the \nrequirement of posting a bond or other security, to equitable relief, \nincluding injunctive relief and specific performance.\n\n     12. It is understood and agreed that no failure or delay by the Company \nin exercising any right, power or privilege hereunder shall operate as a \nwaiver thereof, nor shall any single or partial exercise thereof preclude any \nother or further exercise thereof or the exercise of any right, power or \nprivilege hereunder.\n\n     13. The invalidity or unenforceability of any provision of this \nAgreement shall not affect the validity or enforceability of any other \nprovisions of this letter agreement, which shall remain in full force and \neffect.\n\n     14. The rights and obligations provided by this Agreement shall expire \non the second anniversary of the date first above written.\n\n     15. You agree and consent to personal jurisdiction and service and venue \nin any federal or state court within the State of Oregon having subject \nmatter jurisdiction, for the purposes of any action, suit or proceeding \narising out of or relating to this Agreement. This Agreement shall be \ngoverned by and construed in accordance with the laws of the State of Oregon, \nwithout giving effect to the conflict of laws provisions thereof.\n\n     16. If you are in agreement with the foregoing, please sign and return\none copy of this letter, which thereupon will constitute our Agreement with\nrespect to the subject matter hereof.\n\n\nVery truly yours,\n\n\nAdams, Harkness &amp; Hill, Inc.\non behalf of Praegitzer Industries, Inc.\n\n\/s\/ Mark Young\n\nMark Young\nVice President\n\n\nConfirmed and agreed to this 3rd\nday of May, 1999:\n\n\nBy: \/s\/ Brian Roussell\n    -----------------------------------------------------------------\n    Brian Roussell\n\nTitle: \n      ---------------------------------------------------------------\n      Chief Financial Officer[cad 228]Tyco Printed Circuit Group Inc.\n\n\n                                       4\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9133],"corporate_contracts_industries":[9452],"corporate_contracts_types":[9553,9558],"class_list":["post-40761","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-tyco-international-ltd","corporate_contracts_industries-manufacturing__conglomerates","corporate_contracts_types-corporate","corporate_contracts_types-corporate__nondisclose"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/40761","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=40761"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40761"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40761"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40761"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}