{"id":40769,"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-weyerhaeuser-co-and-willamette.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidentiality-agreement-weyerhaeuser-co-and-willamette","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidentiality-agreement-weyerhaeuser-co-and-willamette.html","title":{"rendered":"Confidentiality Agreement &#8211; Weyerhaeuser Co. and Willamette Industries Inc."},"content":{"rendered":"<pre>\n                              Weyerhaeuser Company\n                          33663 Weyerhaeuser Way South\n                              Federal Way, WA 98003\n\nConfidential\n\nMay 7, 2001\n\nWillamette Industries, Inc.\n1300 Southwest Fifth Avenue\nPortland, Oregon 97201\n\nAttention:  William Swindells\n            Chairman\nDear Sirs:\n\n      Weyerhaeuser Company (\"Weyerhaeuser\") and Willamette Industries, Inc.\n(\"Willamette\") propose to enter into discussions concerning a possible merger or\nother extraordinary business transaction between Weyerhaeuser and Willamette (a\n\"Transaction\"), and, in connection therewith, Weyerhaeuser wishes to conduct an\ninvestigation of the business and properties of Willamette. The sole purpose of\nthis investigation will be to determine whether to enter into a Transaction. In\nfurtherance of that objective, Willamette has consented, subject to its right to\nwithdraw such consent, to make available to Weyerhaeuser information relating to\nits business and properties. The information relating to Willamette provided to\nWeyerhaeuser, and any other information derived by Weyerhaeuser or its\ndirectors, officers, employees, financial advisors, independent auditors, legal\ncounsel or other agents or representatives (its \"Representatives\") from the\nforegoing, related to Willamette, are herein referred to as the \"Evaluation\nMaterial\". In connection with the foregoing:\n\n1.    Weyerhaeuser agrees not to use, or allow the use by any of its\n      Representatives of, any portion of the Evaluation Material for any purpose\n      other than evaluating a possible Transaction. For purposes of this\n      Agreement, \"affiliate\" shall have the meaning given such term in Rule\n      12b-2 under the Securities Exchange Act of 1934.\n\n2.    Weyerhaeuser agrees to keep confidential, and not to disclose or allow\n      disclosure by any of its Representatives to others of any portion of, the\n      Evaluation Material, except to its Representatives on a need to know basis\n      after they have agreed to be bound by the terms of this Agreement.\n      Weyerhaeuser shall be responsible for any breach of this Agreement by its\n      Representatives. Nothing in this Agreement shall prevent either party from\n      disclosing information required to be disclosed by the federal securities\n      laws or, subject to paragraph 5, any other legal process.\n\n3.    Each party agrees that no contract or agreement providing for a\n      Transaction shall be deemed to exist between us and\/or any of our\n      stockholders unless and until a definitive written agreement providing for\n      a Transaction (a \"Transaction Agreement\") has been executed and delivered\n      by both parties, and each party hereby waives, in advance, any claims\n      (including, without limitation, claims for breach of contract) in\n      connection with any possible Transaction unless and until we shall have\n      entered into a definitive Transaction Agreement. Each party also agrees\n      that unless and until a definitive Transaction Agreement has been executed\n      and delivered by both parties, neither party has any legal obligation of\n      any kind whatsoever with respect to any Transaction by virtue of this\n      Agreement or any other written or oral expression with respect to such\n      Transaction except, in the case of this Agreement, for the matters\n      specifically agreed to herein. For purposes of this paragraph, the term\n      \"definitive Transaction Agreement\" does not include an executed letter of\n      intent or any other preliminary written agreement, nor does it include any\n      written or oral acceptance of any offer or bid by any party.\n\n4.    Each party represents that, as of the date of this Agreement, neither it\n      nor any of its controlled affiliates, nor anyone acting on its or their\n      behalf, has acquired record or beneficial ownership of any voting\n      securities of the other party or of any securities convertible or\n      exchangeable into or exercisable for voting securities of the other party\n      except\n\n\nMr. William Swindells\nMay 7, 2001\nPage 2\n\n\n      for those Willamette common shares held by Weyerhaeuser as disclosed in\n      the Schedule TO filed by Weyerhaeuser on November 29, 2000.\n\n5.    In the event that Weyerhaeuser or any of its Representatives becomes\n      legally compelled (by deposition, interrogatory, request for documents,\n      subpoena, civil investigative demand or similar process) to disclose any\n      of the Evaluation Material, Weyerhaeuser shall provide Willamette with\n      prompt prior written notice and may disclose that portion of the\n      Evaluation Material that is legally required and shall exercise reasonable\n      efforts to obtain assurance that confidential treatment will be accorded\n      the Evaluation Material.\n\n      This Agreement shall terminate in its entirety upon consummation of a\nTransaction and shall terminate or be inoperative as to such portions of the\nEvaluation Material that (a) become generally available to the public other than\nas a result of a disclosure by Weyerhaeuser or its Representatives, (b) were\nknown to Weyerhaeuser on a nonconfidential basis prior to its disclosure to\nWeyerhaeuser pursuant to this Agreement or (c) becomes available to Weyerhaeuser\non a nonconfidential basis from a source that is entitled to disclose the same\non a nonconfidential basis (other than Weyerhaeuser and its Representatives).\n\n      No failure or delay by either party regarding any right, power or\nprivilege hereunder shall operate as a waiver thereof and no single or partial\nexercise thereof shall preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege hereunder.\n\n      Either party shall be entitled to equitable relief, including injunction\nand specific performance, in the event of any breach of the provisions of this\nAgreement, in addition to all other remedies available to such party at law or\nequity.\n\n      This Agreement shall be governed by the laws of the State of Washington.\n\nVery truly yours,\n\nWEYERHAEUSER COMPANY\n\nBy ____________________________________\n\n   Chairman, President and Chief Executive Officer\n\n\nAccepted and agreed to as of\n___________________, 2001\n\nWILLAMETTE INDUSTRIES, INC.\n\nBy ____________________________________\n\n   Chairman of the Board\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[9326,9336],"corporate_contracts_industries":[9484,9457],"corporate_contracts_types":[9553,9558],"class_list":["post-40769","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-weyerhaeuser-co","corporate_contracts_companies-willamette-industries-inc","corporate_contracts_industries-materials__wood","corporate_contracts_industries-manufacturing__paper","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\/40769","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=40769"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40769"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40769"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40769"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}