{"id":40765,"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-agreement-primark-corp-and-the-thomson-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidentiality-agreement-primark-corp-and-the-thomson-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidentiality-agreement-primark-corp-and-the-thomson-corp.html","title":{"rendered":"Confidentiality Agreement &#8211; Primark Corp. and The Thomson Corp."},"content":{"rendered":"<pre>Mr. Pat Teirney\nApril 4, 2000\nPage 1\n\n\nPRIMARK\n\n\nApril 4, 2000\n\n\nPERSONAL AND CONFIDENTIAL    \n\n\n\nMr. Pat Tierney\nThe Thomson Corporation\nOne Metro Center\nOne Station Place\nStamford, CT  06902\n\n\n\nDear Pat:\n\n         In connection with your consideration of a possible transaction (the\n\"Transaction\") with Primark Corporation (together with its subsidiaries and\naffiliates hereinafter referred to as \"Primark\"), you have requested certain\ninformation concerning Primark. Primark is prepared, in its sole discretion, to\nmake available to you certain information which is non-public, confidential or\nproprietary in nature concerning the business, financial condition, operations\nand assets of Primark for your use in connection with your consideration of the\nTransaction. You agree that this agreement shall bind you and your affiliates\nand any Director, Officer, or employee thereof. All references to \"you\" and\n\"your\" herein shall include all such entities and individuals.\n\n         As a condition to and in consideration of your being furnished such\ninformation, you agree to treat any information concerning Primark (whether\nwritten, electronically recorded or oral, and whether prepared by Primark, its\nadvisors or otherwise) which is furnished to you by or on behalf of Primark\n(hereinafter collectively referred to as the \"Evaluation Material\"), including\nany materials prepared by you or your representatives which reflect this\ninformation, in accordance with the provisions of this letter and to take or\nabstain from taking certain other actions described in this letter. The term\n\"Evaluation Material\" does not include information which (i) is already in your\npossession, provided that such information is not known by you to be subject to\nanother confidentiality agreement with or other obligation of secrecy to\nPrimark; (ii) becomes available to you on a non-confidential basis from a source\nother than Primark or its advisors, provided that such source is not known by\nyou to be bound by a confidentiality agreement with or other obligation of\nsecrecy to Primark; or (iii) which is now or hereafter becomes generally\navailable except through your fault; or (iv) is independently developed by you\nwithout reference to the Evaluation Material.\n\n\n\nMr. Pat Teirney\nApril 4, 2000\nPage 2\n\n         You hereby agree that the Evaluation Material will be used SOLELY for\nthe purpose of evaluating the Transaction, and that such information will be\nkept confidential by you and may be disclosed only to those of your directors,\nofficers and employees, and representatives of your advisors and financers who\nneed to know such information for the purpose of evaluating any such Transaction\nbetween Primark and you (it being agreed that such directors, officers,\nemployees and representatives of your advisors and financiers shall be informed\nby you of the confidential nature of such information, shall be directed by you\nto treat such information confidentially, and shall agree to be bound by the\nterms of this agreement prior to receipt of any Evaluation Material), unless\nPrimark otherwise consents in writing. You hereby agree to be responsible for\nany violations of this letter by any of the other persons referred to in this\nparagraph other than Primark.\n\n         In the event that you or any of your advisors are requested or required\nto disclose any Evaluation Material by legal process or in connection with any\nlegal proceedings, you agree that you will provide prompt written notice of such\nrequest or requirement to Primark, so that Primark may take whatever steps it\ndeems appropriate concerning disclosure of this information, including\nrequesting entry of appropriate protective orders, and\/or waive compliance with\nthe provisions of this agreement. In the event that no such protective order or\nother remedy is obtained, or that Primark waives compliance with the terms of\nthis agreement, you and your advisors will furnish only that portion of the\ninformation which, upon advice of counsel, is required to be provided and will\nexercise your reasonable efforts to obtain reliable assurance that the\nEvaluation Material will be afforded confidential treatment.\n\n         You agree that nothing in this agreement will prevent Primark from (i)\ndetermining that certain Evaluation Material should be disclosed, if at all,\nunder the terms and conditions which limit its disclosure further than the\nlimitations set forth above; and (ii) providing access to any such Evaluation\nMaterial only upon further agreement, satisfactory to Primark, which restricts\ndisclosure of such information in a fashion which is more limited than otherwise\nwould be permitted under this agreement. In addition, you will, and will cause\nyour representatives to, honor the confidentiality provisions contained in any\nagreements of Primark which are made available to you and your representatives.\n\n         You hereby acknowledge that you are aware, and that you will advise\nsuch directors, officers, employees and representatives of your advisors and\nfinanciers who are informed as to the matters which are the subject of this\nletter, that the United States securities laws prohibit any person who has\nreceived from an issuer material, non-public information from purchasing or\nselling securities of such issuer or from communicating such information to any\nother person under circumstances in which it is reasonably foreseeable that such\nperson is likely to purchase or sell such securities.\n\n         In addition, without the prior written consent of both parties, neither\nparty will and each will direct it respective directors, officers, employees and\nrepresentatives of your advisors and financiers not to, disclose to any person\neither the fact that discussions or \n\n\n\n\n\nMr. Pat Teirney\nApril 4, 2000\nPage 3\n\nnegotiations are taking place concerning a Transaction between Primark and you\nand any of the terms, conditions or other facts with respect to any such\nTransaction, including the status thereof.\n\n         In consideration of the Evaluation Material being furnished to you, \nyou hereby agree that, without the prior written consent of the Board of \nDirectors of Primark, for a period of one (1) year from the date hereof or \nuntil the occurrence of a Significant Event (as defined below) whichever \ncomes first, neither you nor any of your affiliates, in any manner \nwhatsoever, directly or indirectly, will, acting alone or as part of a group, \n(a) acquire or offer or agree to acquire, by purchase or otherwise, any \nsecurities (or direct or indirect rights or options to acquire any \nsecurities) of Primark in open market (i.e., trading exchange) transactions \n(subject to an exception for passive investments to be mutually agreed upon \nby the parties after the execution of this letter agreement), or seek by any \naction not permitted under this letter agreement to influence or control the \nmanagement or policies of Primark, or (b) publicly propose to (i) acquire or \noffer or agree to acquire any securities (or direct or indirect rights or \noptions to acquire any securities) or assets of Primark or (ii) influence or \ncontrol the management or policies of Primark. Nothing herein shall be deemed \nor construed to require you or your affiliates to sell any existing holdings \nof Primark stock.\n\n         In addition, you agree that, for a period of one (1) year from the \ndate hereof or until the occurrence of a Significant Event (as defined below) \nwhichever comes first, you will not, directly or indirectly, publicly \npresent, or publicly propose to present, to the stockholders of Primark any \nproposal or offer for a merger, tender or exchange offer or other form of \nbusiness combination involving Primark, or effect, publicly propose to \neffect, or cause to occur any of the foregoing, that previously has not been \napproved in writing by the Board of Directors of Primark, nor will you, \ndirectly or indirectly, solicit or propose (whether publicly or otherwise) to \nsolicit, proxies or consents to vote or become a participant in any \"election \ncontest\" with respect to Primark (as such terms are used in Rule 14 a-1 and \nRule 14a-11 of Regulation 14A under the Securities Exchange Act of 1934, as \namended).\n\n         A \"Significant Event\" shall mean any of the following: (i) the \nacquisition by any Person or 13D Group (as defined below) of beneficial \nownership of Voting Securities representing 15% or more of the then \noutstanding Voting Securities of Primark; (ii) the announcement or \ncommencement by any Person or 13D Group of a tender or exchange offer to \nacquire Voting Securities which, if successful, would result in such Person \nor 13D Group owning, when combined with any other Voting Securities owned by \nsuch Person or 13D Group, 15% or more of the then outstanding Voting \nSecurities; (iii) Primark enters into, or otherwise determines to seek to \nenter into any merger, sale or other business combination transaction \npursuant to which the outstanding shares of common stock of Primark (the \n\"Common Stock\") would be converted into cash or securities of another Person \nor 13D Group or 35% or more of the then outstanding shares of Common Stock \nwould be owned by Persons other than current holders of shares of Common \nStock, or which would result in all or a substantial portion of Primark's \nassets being sold to any Person or 13D Group. \"Voting Securities\" shall mean \nat any time shares of any class of capital stock of Primark that are then \nentitled to vote generally in the election of directors; provided that for \npurposes of this definition any securities that at such time are convertible \nor exchangeable into or exercisable for shares of Common Stock shall be \ndeemed to have been so converted, exchanged or exercised. \"13D Group\" shall \nmean any group of Persons formed for the purpose of acquiring, holding, \nvoting or disposing of Voting Securities that would be required under Section \n13(d) of the Exchange Act and the rules and regulations thereunder to file a \nstatement on Schedule 13D with the SEC as a \"person\" within the meaning of \nSection 13(d)(3) of the Exchange Act.\n\n         Although Primark has endeavored to include in the Evaluation Material\ninformation known to it which it believes to be relevant for the purpose of our\ninvestigation, you understand that neither Primark nor any of its directors,\nofficers, employees, agents, representatives or advisors have made or make any\nrepresentation or warranty as to the accuracy or completeness of the Evaluation\nMaterial. You agree that neither Primark nor its directors, officers, employees,\nagents, representatives or advisors shall have any liability to you or any of\nyour advisors resulting from the availability or use of Evaluation Material.\n\n         In the event that you do not proceed with the Transaction which is the\nsubject of this letter within a reasonable time, you shall promptly return to\nPrimark at its request all written Evaluation Material and any other written\nmaterial containing or reflecting any material in the Evaluation Material\n(whether prepared by Primark, its advisors, or otherwise) and will not retain\nany copies, extracts, or other reproductions in whole or in part of such written\nmaterial, except that all documents, memoranda, notes and other writings\nwhatsoever prepared by you or your advisors based on the information in the\nEvaluation Material or which contain information set \n\n\n\n\n\nMr. Pat Teirney\nApril 4, 2000\nPage 4\n\nforth in the Evaluation Material shall be destroyed, and such destruction shall\nbe certified in writing to Primark by an authorized officer supervising such\ndestruction.\n\n         You and Primark agree that, for a period of one (1) year from the \ndate of this letter, neither Primark nor Thomson Financial will, directly or \nindirectly, solicit for employment or hire any employee of the other with \nwhom they have had contact or who became known to them in connection with \nyour consideration of the Transaction. You and Primark agree not to contact \nany person employed by Primark or Thomson Financial, respectively, regarding \nthe subject matter of this letter without our prior written approval.\n\n         You acknowledge that Primark may establish procedures and guidelines\n(the \"Procedures\") for the submission of proposals with respect to the\nTransaction. You acknowledge and agree that, (a) Primark and its representatives\nare free to conduct the process leading up to a possible Transaction as Primark\nand its representatives, in their sole discretion, determine (including, without\nlimitation, by negotiating with any third party and entering into a preliminary\nor definitive agreement without prior notice to you or any other person); and\n(b) Primark reserves the right, in its sole discretion, to change the Procedures\nrelating to the consideration of the Transaction at any time without prior\nnotice to you or any other person, to reject any and all proposals made by you\nor any of your representatives with regard to the Transaction, and to terminate\ndiscussions and negotiations with you at any time and for any reason.\n\n         You agree not to initiate or maintain contact (except for contacts made\nin connection with existing commercial relationships and\/or in the ordinary\ncourse of business) with any officer, director, employee or agent of Primark\nexcept with the express prior permission of Primark. It is understood that\nPrimark will arrange for appropriate contacts for due diligence purposes. It is\nfurther understood that all (a) communications regarding the Transaction, (b)\nrequests for additional information, (c) requests for facility tours or\nmanagement meetings and (d) discussions or questions regarding Procedures, will\nbe submitted only to certain designated Primark employees.\n\n         You agree that unless and until a definitive agreement between Primark\nand you with respect to the Transaction referred to in the first paragraph of\nthis letter has been executed and delivered, neither Primark nor you will be\nunder any legal obligation of any kind whatsoever with respect to the\nTransaction by virtue of this or any other written or oral communication with\nrespect to the Transaction by any of Primark's directors, officers, employees,\nagents or any other representatives or their advisors and representatives of\nthose advisors, except for the matters specifically agreed to in this letter.\nThe agreements set forth in this letter may be modified or waived only by a\nseparate writing signed by Primark and you expressly modifying or waiving this\nagreement.\n\n         You also agree that in the event of any breach of the provisions of\nthis agreement, Primark would be entitled to equitable relief, including an\ninjunction, because such a breach \n\n\n\n\nMr. Pat Teirney\nApril 4, 2000\nPage 5\n\nwould cause irreparable harm for which there would be no adequate remedy at law.\nYou agree that you shall not oppose the granting of such equitable relief.\n\n         This letter shall be governed by, and construed in accordance with, the\nlaws of the Commonwealth of Massachusetts.\n\n\n\n\nVery truly yours,\n\n\nPRIMARK CORPORATION\n\n\nBy: \/s\/ Joseph E. Kasputys\n   -----------------------\nName:   Joseph E. Kasputys\nTitle:  Chairman, President,\n        and Chief Executive Officer\n\n\nCONFIRMED AND AGREED TO:\n\nBy: \/s\/ Patrick J. Tierney\n   -----------------------\nName:\nTitle:\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9052],"corporate_contracts_industries":[9468],"corporate_contracts_types":[9553,9558],"class_list":["post-40765","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-media__other","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\/40765","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=40765"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40765"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40765"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40765"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}