{"id":40770,"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-wolters-kluwer-us-corp-and-plenum.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"confidentiality-agreement-wolters-kluwer-us-corp-and-plenum","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/confidentiality-agreement-wolters-kluwer-us-corp-and-plenum.html","title":{"rendered":"Confidentiality Agreement &#8211; Wolters Kluwer US Corp. and Plenum Publishing Corp."},"content":{"rendered":"<pre>\n                                                                   April 8, 1998\n\n\n\n\n\n\nMr. Bruce Lenz\nExecutive Vice President &amp; CFO (WK USA)\nWolters Kluwer US Corporation\n161 North Clark Street\n48th Flr.\nChicago, IL   60601\n\n\nDear Mr. Lenz:\n\n        You have requested information from Plenum Publishing Corporation (the\n'Company') in connection with your consideration of a possible acquisition by\nyou of the Company (an 'Acquisition Transaction'). As a condition to our\nfurnishing such information to you, we are requiring that you agree, as set\nforth below, to treat confidentially such information, whether written or oral,\nand any other information that the Company, its agents or its representatives\n(including attorneys and financial advisors) furnishes to you or your directors,\nofficers, employees, agents, advisors, prospective bank or institutional\nlenders, affiliates or representatives of your agents, advisors or prospective\nlenders (all of the foregoing collectively referred to as 'your\nRepresentatives'), whether furnished before or after the date of this letter,\nand all notes, analyses, compilations, studies or other documents, whether\nprepared by you or others, which contain or otherwise reflect such information\n(collectively, the 'Evaluation Material').\n\n        The term 'Evaluation Material' does not include information which (i)\nbecomes generally available to the public other than as a result of a disclosure\nby you or your Representatives, (ii) was available to you on a non-confidential\nbasis prior to its disclosure to you by the Company, its representatives or its\nagent, or (iii) becomes available to you on a non-confidential basis from a\nsource other than the Company \n\n\n\n\n('Source'), its representatives or its agents, provided that such Source is not,\nto your knowledge after due inquiry, bound by a confidentiality agreement with\nthe Company, its representatives or its agents or otherwise, to your knowledge\nafter due inquiry, prohibited from transmitting the information to you or your\nRepresentatives by a contractual, legal or fiduciary obligation and provided\nthat the existence of such Source is not disclosed to you in the Evaluation\nMaterial.\n\n        It is understood that you may disclose any of the Evaluation Material to\nthose of your Representatives who require such material for the purpose of\nevaluating a possible Acquisition Transaction (provided that such\nRepresentatives shall be informed by you of the confidential nature of the\nEvaluation Material). You agree that the Evaluation Material will be kept\nconfidential by you and your Representatives and, except with the specific prior\nwritten consent of the Company or as expressly otherwise permitted by the terms\nhereof, will not be disclosed by you or your Representatives. You further agree\nthat you and your Representatives will not use any of the Evaluation Material or\nany information obtained from the Evaluation Material for any reason or purpose\nother than to evaluate a possible Acquisition Transaction.\n\n        Without the prior written consent of the Company, you and your\nRepresentatives will not disclose to any person (1) the fact that the Evaluation\nMaterial has been made available to you or that you have inspected any portion\nof the Evaluation Material, (2) the fact that any discussions or negotiations\nare taking place concerning a possible Acquisition Transaction, or (3) any of\nthe terms, conditions or other facts with respect to any possible Acquisition\nTransaction, including the status thereof, unless and only to the extent that\nsuch disclosure (after making reasonable efforts to avoid such disclosure and\nafter advising and consulting with the Company about your intention to make, and\nthe proposed contents of such disclosure) is, in the opinion of your counsel,\nrequired by applicable United States securities laws. The term 'person' as used\nin this letter shall be broadly interpreted to include without limitation any\ncorporation, company, partnership and individual.\n\n        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 disclose\nany of the Evaluation Material, it is agreed that you or such Representative, as\nthe case may be, will provide the Company with prompt notice of such request(s)\nso that it may seek an appropriate protective order or other appropriate remedy\nand\/or waive your or such Representative's compliance with the provisions of\nthis Agreement. In the event that such protective order or other remedy is not\nobtained, or that the Company grants a waiver hereunder, you or such\nRepresentative may furnish that portion (and only that portion) of the\nEvaluation Material which, in the written opinion of your counsel, you are\nlegally compelled to disclose and will exercise your best efforts to obtain\nreliable assurance that confidential treatment will\n\n\n\n\nbe accorded any Evaluation Material so furnished.\n\n        In addition, you hereby acknowledge that you are aware (and that your\nRepresentatives who are apprised of this matter have been or will be advised)\nthat the United States securities laws restrict persons with material non-public\ninformation about a company obtained directly or indirectly from that company\nfrom purchasing or selling securities of such company, or from communicating\nsuch information to any other person under circumstances in which it is\nreasonably foreseeable that such person is likely to purchase or sell such\nsecurities.\n\n        You agree that for a period of one year from the date of this letter\nagreement, neither you nor any of your affiliates, alone or with others, will in\nany manner (1) acquire, agree to acquire, or make any proposal (or request\npermission to make any proposal) to acquire any securities (or direct or\nindirect rights, warrants or options to acquire any securities) or property of\nthe Company (other than property transferred in the ordinary course of the\nCompany's business), unless such acquisition, agreement or making of a proposal\nshall have been expressly first approved (or in the case of a proposal,\nexpressly first invited) by the Company's Board of Directors, (2) except at the\nspecific written request of the Company, propose to enter into, directly or\nindirectly, any merger or business combination involving the Company or any of\nits subsidiaries, (3) solicit proxies from shareholders of the Company or\notherwise seek to influence or control the management or policies of the Company\nor any of its affiliates, (4) form, join or in any way participate in a 'group'\n(within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934)\nwith respect to any voting securities of the Company or any of its subsidiaries,\n(5) otherwise act, alone or in concert with others, to seek to control or\ninfluence the management, Board of Directors or policies of the Company, (6)\ndisclose any intention, plan or arrangement inconsistent with the foregoing or\n(7) assist, advise or encourage (including by knowingly providing or arranging\nfinancing for that purpose) any other person in doing any of the foregoing. You\nalso agree during such period not to (1) request the Company (or its directors,\nofficers, employees or agents), directly or indirectly, to amend or waive any\nprovisions of this paragraph (including this sentence), or (2) take any action\nwhich might require the Company to make a public announcement regarding the\npossibility of a business combination, merger or extraordinary transaction. You\nhereby represent that neither you nor your affiliates beneficially own any\nshares of the Common Stock of the Company.\n\n        You agree that, without the prior written consent of the Company,\nneither you nor those of your Representatives who are aware of the Evaluation\nMaterial and\/or the possibility of an Acquisition Transaction will initiate or\ncause to be initiated or maintain (other than through Salomon Brothers Inc and\nSmith Barney Inc. doing business as 'Salomon Smith Barney') any communications\nwith any officer, director, agent or employee of the Company concerning the\nCompany's business, operations, prospects or \n\n\n\n\nfinances or the Evaluation Material or any possible Acquisition Transaction.\nMoreover, you further agree that Salomon Smith Barney will arrange for\nappropriate contacts for due diligence purposes and that all (a) communications\nregarding any possible Acquisition Transaction, (b) requests for additional\ninformation, (c) requests for facility tours or management meetings and (d)\ndiscussions or questions regarding procedures, will be submitted or directed to\nSalomon Smith Barney.\n\n        You agree that, for a period of six months from the date hereof, without\nthe prior written consent of the Company, you will not solicit or cause to be\nsolicited any person employed by the Company or its subsidiaries or affiliates\nat any time during such period and to whom you had been directly or indirectly\nintroduced or otherwise had contact with during or as the result of your review\nof the Evaluation Material or your consideration of an Acquisition Transaction.\n\n        You will promptly upon the written request of the Company deliver to the\nCompany all documents or other matter furnished by the Company to you or your\nRepresentatives constituting Evaluation Material, together with all copies\nthereof in the possession of you or your Representatives. In the event of such\nrequest, all other documents or other matter constituting Evaluation Material,\nor any analyses, compilations, studies or other documents containing or\nreflecting your use of the Evaluation Material, in the possession of you or your\nRepresentatives will be destroyed, with any such destruction confirmed by you in\nwriting to the Company.\n\n        Although you understand that the Company has endeavored to include in\nthe Evaluation Material information known to it which it believes to be relevant\nfor the purpose of your investigation, you further understand that neither the\nCompany nor its agents or its representatives makes any representation or\nwarranty, express or implied, as to the accuracy or completeness of the\nEvaluation Material. You agree that neither the Company nor its officers,\ndirectors, stockholders, owners, affiliates, agents or representatives shall\nhave any liability to you or any of your Representatives or any other person\nresulting from the use of the Evaluation Material by you or such\nrepresentatives. Only those representations and warranties that may be made to\nyou or affiliates in definitive written agreement for an Acquisition\nTransaction, when, as and if executed and subject to such limitations and\nrestrictions as may be specified therein, shall have any legal effect, and you\nagree that if you determine to engage in an Acquisition Transaction such\ndetermination will be based solely on the terms of such written agreement and on\nyour own investigation, analysis and assessment of the business to be acquired.\n\n        You also hereby agree that no contract or agreement providing for an\nAcquisition Transaction will be deemed to exist between you and the Company\nand\/or the owners or stockholders of the Company unless and until a definitive\nwritten agreement has been signed, executed and delivered by you and the Company\nand\/or\n\n\n\n\nsuch owners or stockholders. Moreover, unless and until such a definitive\nwritten agreement is entered into, executed and delivered, none of the Company,\nits stockholders or its affiliates or you will be under any legal obligation of\nany kind whatsoever with respect to any Acquisition Transaction except for the\nmatters specifically agreed to in this Agreement. You also hereby waive, in\nadvance, any claims (including, without limitation, claims for breach of\ncontract) in connection with any Acquisition Transaction or any other\ntransaction unless and until such a definitive, written agreement is entered\ninto, executed and delivered. For the purposes of this paragraph, a 'definitive\nwritten agreement' does not include an executed letter of intent or any other\npreliminary written agreement, nor does it include any written or oral\nacceptance of any offer or bid.\n\n        You understand that (a) the Company shall be free to conduct any process\nwith respect to a possible Acquisition Transaction as the Company in its sole\ndiscretion shall determine (including, without limitation, by negotiating with\nany prospective party and entering into a definitive written agreement without\nprior notice to you or any other person), (b) any procedures relating to such\nAcquisition Transaction may be changed at any time without notice to you or any\nother person and (c) you shall not have any claim whatsoever against the Company\nor Salomon Smith Barney or any of their respective directors, officers,\nstockholders, owners, affiliates, agents or representatives, arising out of or\nrelating to any possible or actual Acquisition Transaction (other than those as\nagainst parties to a definitive written agreement with you in accordance with\nthe terms thereof).\n\n        You hereby agree to indemnify and hold harmless the Company from any\ndamage, loss, cost or liability arising out of or resulting from any\nunauthorized use or disclosure by you or your Representatives of the Evaluation\nMaterial or any information obtained from the Evaluation Material.\n\n        You also acknowledge that money damages would be both incalculable and\nan insufficient 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 agree that in the event of any breach of threatened\nbreach of this Agreement, the Company, in addition to any other remedies at law\nor in equity it may have, shall be entitled, without the requirement of posting\na bond or other security, to equitable relief, including injunctive relief and\nspecific performance.\n\n        You also hereby irrevocably and unconditionally consent to submit to \nthe exclusive jurisdiction of the courts of the State of New York and of the \nUnited States of America located in the City of New York for any actions, \nsuits or proceedings arising out of or relating to this Agreement and the \ntransactions contemplated hereby (and you agree not to commence any action, \nsuit or proceeding relating thereto except in such courts), and further agree \nthat service of any process, summons, notice or document by U.S. \n\n\n\n\nregistered mail to your address set forth above shall be effective service of\nprocess for any action, suit or proceeding brought against you in any such\ncourt. You hereby irrevocably and unconditionally waive any objection to the\nlaying of venue of any action, suit or proceeding arising out of this Agreement\nor the transactions contemplated hereby in the courts of the State of New York\nor the United States of America located in the City of New York, and hereby\nfurther irrevocably and unconditionally waive and agree not to plead or claim in\nany such court that any such action, suit or proceeding brought in any such\ncourt has been brought in an inconvenient forum.\n\n        The agreements set forth in this Agreement may be modified or waived\nonly by a separate writing signed by the Company and you expressly so modifying\nor waiving such agreements.\n\n        It is understood and agreed that no failure or delay by the Company in\nexercising any right, power or privilege hereunder shall operate as a waiver\nthereof, nor shall any single or partial exercise thereof preclude any other or\nfurther exercise thereof or the exercise of any right, power or privilege\nhereunder.\n\n        The invalidity or unenforceability of any provision of this Agreement\nshall not affect the validity or enforceability of any other provisions of this\nletter agreement, which shall remain in full force and effect.\n\n        This Agreement shall be governed by and construed in accordance with the\nlaws of the State of New York.\n\n\n\n\n        If you are in agreement with the foregoing, please sign and return one\ncopy of this letter, which thereupon will constitute our Agreement with respect\nto the subject matter hereof.\n\n                                Very truly yours,\n\n                                Plenum Publishing Corporation\n\n\n\n\n                                By   \/s\/ Katherine A. Brown\n                                   ----------------------------\n                                     Title: Vice President\n                                     Salomon Brothers Inc\n                                     Smith Barney Inc.\n                                       on behalf of\n                                       Plenum Publishing Corporation\n\n\n\n\nConfirmed and agreed to as of \nthe date first above written:\n\nWolters Kluwer U.S. Corporation\n-----------------------------------\n\nBy \/s\/ Bruce C. Lenz\n   --------------------------------\n   Title: Executive Vice President\n\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[8537],"corporate_contracts_industries":[9464],"corporate_contracts_types":[9553,9558],"class_list":["post-40770","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-plenum-publishing-corp","corporate_contracts_industries-media__books","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\/40770","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=40770"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40770"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40770"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40770"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}