{"id":40768,"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-west-group-and-newsedge-corp.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidentiality-agreement-west-group-and-newsedge-corp","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidentiality-agreement-west-group-and-newsedge-corp.html","title":{"rendered":"Confidentiality Agreement &#8211; West Group and NewsEdge Corp."},"content":{"rendered":"<pre>                             [BROADVIEW LETTERHEAD]\n\n\n\n                                                                 May 16, 2001\n\n                                                                 CONFIDENTIAL\n\nMr. David Hanssens\nVice President Corporate Development\nWest Group\n610 Opperman Drive\nPO Box 64526\nEagan, MN 55123\n\nDear Mr. Hanssens:\n\n\nIn connection with your consideration of a possible transaction with NewsEdge\nCorporation (the \"Company\"), you have requested financial and other information\nconcerning the business and affairs of the Company. As a condition to the\nCompany's furnishing to you and your representatives financial and other\ninformation which has not theretofore been made available to the public, you\nagree to treat all such non-public information furnished to you in writing or\norally by the Company or its representatives on and after the date of this\nagreement (herein collectively referred to as the \"evaluation material\"), as\nfollows:\n\n(1)   You recognize and acknowledge the competitive value and confidential\nnature of the evaluation material and the damage that could result to the\nCompany if information contained therein is disclosed to any third party. You\nalso recognize and acknowledge that the evaluation material is being provided to\nyou in reliance upon your acceptance of the terms of this agreement.\n\n(2)   You agree that the evaluation material will be used solely for the purpose\nof evaluating the proposed transaction. You also agree that you, your directors,\nofficers, employees and agents and representatives of your advisors, herein\ncollectively referred to as \"your representatives,\" will not disclose or permit\nthe disclosure of any of the evaluation material now or hereafter received or\nobtained from the Company or its representatives to any third party or otherwise\nuse or permit the use of the evaluation material in any way detrimental to\nthe Company, except as required by applicable law or legal process, without the\nprior written consent of the Company, provided, however, that any such\ninformation may be disclosed to such of your representatives who need to know\nsuch information for the purpose of evaluating the proposed transaction and who\nare advised of this agreement and agree to keep such\n\n\n\n\n[BROADVIEW LOGO]\nMr. David Hanssens                                                  May 16, 2001\nPage 2\n\n\ninformation confidential and to be bound by this agreement to the same extent as\nif they were parties hereto, it being understood that you shall be responsible\nfor any breach of this agreement by your representatives.\n\n(3)   In the event that the transaction contemplated by this agreement is not\nconsummated, neither you nor any of your representatives shall, without prior\nwritten consent of the Company, use any of the evaluation material now or\nhereafter received or obtained from the Company or its representatives for any\npurpose.\n\n(4)   In the event that the transaction contemplated by this agreement is not\nconsummated, all evaluation material (and all copies, summaries, and notes of\nthe contents or parts thereof) shall be returned upon the Company's request or\ndestroyed and not retained by you or your representatives in any form or for\nany reason.\n\n(5)   You and your representatives shall have no obligation hereunder with\nrespect to any information in the evaluation materials to the extent that such\ninformation has been made publicly available nor any obligation with respect to\ninformation which can be demonstrated by you to be already properly in your\npossession on a non-confidential basis from sources other than the Company, or\nits representatives other than by acts by you or your representatives in\nviolation of this agreement.\n\n(6)   You are aware, and will advise your representatives who are informed of\nthe matters that are the subject of this Agreement, of the restrictions imposed\nby the United States securities laws on the purchase or sale of securities by\nany person who has received material, non-public information from the Company\nand on the communication of such information to any other person who may\npurchase or sell such securities in reliance upon such information. You and your\nrepresentatives will comply with all applicable securities laws in connection\nwith the purchase or sale, directly or indirectly, of securities of the Company\nfor as long as you or your representatives are in possession of material\nnon-public information about the Company.\n\n(7)   This agreement shall be governed by the laws of the Commonwealth of\nMassachusetts applicable to agreements made and to be performed within. \n\n\nIt is further agreed that the intention of NewsEdge Corporation to engage in\nthese discussions, and the subsequent exercise of that intention shall be kept\nconfidential by you.\n\n\n\n[BROADVIEW LOGO]\nMr. David Hanssens                                                  May 16, 2001\nPage 3\n\n\nAcceptance of the above terms shall be indicated by having this letter\ncountersigned on your behalf and returning one original to Broadview.\n\nSincerely,  \n\nBROADVIEW INTERNATIONAL LLC\n\n\nFor: NewsEdge Corporation\n\n\n\nBy: \/s\/ Rodd Langenhagen\n   ------------------------------\n   Rodd Langenhagen\n\n\nReceived and consented to this\n17th day of May, 2001.\n\nWEST GROUP\n\n\nBy: \/s\/ David Hanssens\n   ------------------------------\n   David Hanssens\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8351,9052],"corporate_contracts_industries":[9510,9468],"corporate_contracts_types":[9553,9558],"class_list":["post-40768","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-newsedge-corp","corporate_contracts_companies-thomson-corp","corporate_contracts_industries-technology__programming","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\/40768","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=40768"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40768"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40768"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40768"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}