{"id":40840,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/mutual-confidentiality-agreement-numar-corp-and-halliburton.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"mutual-confidentiality-agreement-numar-corp-and-halliburton","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/corporate\/mutual-confidentiality-agreement-numar-corp-and-halliburton.html","title":{"rendered":"Mutual Confidentiality Agreement &#8211; NUMAR Corp. and Halliburton Co."},"content":{"rendered":"<pre>\n                       MUTUAL CONFIDENTIALITY AGREEMENT\n\n\n     This Mutual Confidentiality Agreement (the 'Agreement') is made as of the\n27th day of May, 1997, by and between NUMAR Corporation ('NUMAR'), a\nPennsylvania corporation, and Halliburton Company ('Halliburton'), a Delaware\ncorporation (collectively the 'Parties' and individually a 'Party').\n\n                                   RECITALS:\n\n     The Parties to this Agreement are engaged in discussions in contemplation\nof a transaction which would constitute a strategic combination of the Parties\n('Transaction').\n\n     In the course of such discussions each Party may have access to or have\ndisclosed to it certain information, material and documents regarding the other\nParty and its business, assets, intellectual property, proprietary information,\nfinancial condition, results of operations and prospects which may be helpful in\nevaluating the Transaction (the 'Evaluation Material').\n\n     The Parties each desire to establish and set forth their individual\nobligations with respect to the other's Evaluation Material.\n\n     NOW, THEREFORE, In consideration of the foregoing, the mutual covenants\ncontained herein, the sum of $10.00 and other good and valuable consideration\npaid by each to the other, the receipt and sufficiency of which are hereby\nacknowledged, the Parties mutually agree as follows:\n\n     1.  The term 'Evaluation Material' does not include information which: (i)\nwas in the public domain at the time it was communicated to the receiving Party\nby the other Party; (ii) entered the public domain subsequent to the time it was\ncommunicated to the receiving Party other than by a breach of this Agreement;\n(iii) was in the receiving Party's possession free of any obligation of\nconfidence at the time it was communicated to the receiving Party; (iv) is\nrightfully communicated to the receiving Party free of any obligation of\nconfidence subsequent to the time it was communicated to the receiving Party by\nthe other Party; (v) was developed independently without reference to any other\nEvaluation Material by the receiving Party; (vi) is rightfully disclosed in\nresponse to an order of a court or as otherwise required by law; (vii) was\ndisclosed in order to establish the rights of the disclosing party under this\nAgreement; or (viii) was disclosed pursuant to a written authorization by the\nother Party.\n\n \n     2.  Each Party shall be responsible for any breach of this Agreement by its\ndirectors, officers, employees, agents and representatives (individually a\n'Representative' and collectively 'Representatives').\n\n     3.  Each of the Parties shall inform each of its Representatives to whom\nEvaluation Material is to be disclosed of the confidential nature of such\ninformation.\n\n     4.  All Evaluation Material heretofore or hereafter furnished by one Party\nor its Representatives to the other Party or its Representatives shall be deemed\nconfidential and shall be kept and maintained by the latter Party and its\nRepresentatives under appropriate safeguards.  All Evaluation Material shall be\nused by such Party solely for the purpose of evaluating a possible Transaction\nand not for any other purpose, shall not be used in any manner that is adverse\nor detrimental to the other Party and shall be kept confidential by such Party\nand its Representatives for a period of five (5) years from the date hereof or\nfor the period from the date hereof until the effective date of any Transaction\nAgreement (as hereinafter defined) whichever is shorter; provided, however, that\nany of such information may be disclosed to Representatives of a Party for the\npurpose of evaluating a possible Transaction, it being understood that (i) such\nParty's Representatives shall be informed of the confidential nature of the\nEvaluation Material and shall be directed to treat it confidentially and not to\nuse it other than for the purposes described above and (ii), in any event, each\nParty shall be responsible for any breach of this Agreement by any of its\nRepresentatives.\n\n     5.  Both parties agree to make reasonable and appropriate efforts to\nsafeguard the Evaluation Material from disclosure to anyone other than as\npermitted hereby, and neither Party will distribute the Evaluation Material\nrelating to the other Party to anyone other than as permitted hereby without\nprior written authorization from such other Party.\n\n     6.  Except as required by law, self regulatory body or stock exchange\npolicy, a Party will not disclose, and will not permit its Representatives to\ndisclose, without the prior written consent of the other Party, to any person\nother than those permitted hereunder to have access to the Evaluation Material\n(i) the fact that the Evaluation Material has been made available to such Party\nor that such Party has inspected any portion of the Evaluation Material, (ii)\nthe fact that discussions or negotiations are taking place concerning a possible\nTransaction or (iii) any of the terms, conditions or other facts with respect to\nany such possible Transaction, including the status thereof.\n\n     7.  If either Party or its Representatives are requested or required (by\noral question, interrogatories, requests for information or documents, subpoena,\ncivil investigative demand, or similar process) by any stock exchange, self\nregulatory body, court or governmental agency or authority to disclose any of\nthe other Party's Evaluation Material, the Party receiving such request or\ndemand will use its best efforts to provide the other Party with prompt notice\nof such request or demand so that such \n\n                                       2\n\n \nother Party shall have an opportunity to seek an appropriate protective order.\nIn addition, each Party agrees to take all reasonable steps necessary to prevent\ndisclosure of such other Party's Evaluation Material, including seeking an\nappropriate protective order, or, if the information is required to be\ndisclosed, confidential treatment. It is further agreed that, if, in the absence\nof a protective order, either Party or any of its Representatives is legally\nrequired to disclose information concerning the other Party, such Party or its\nRepresentatives may disclose such information without liability hereunder, but\nneither Party shall be relieved of any liability hereunder for any previous\ndisclosure by such party or any of its Representatives which was not permitted\nby this Agreement.\n\n     8.  Upon request by either Party at any time, a Party shall promptly at its\noption either destroy all Evaluation Material or redeliver to the other all\nEvaluation Material which such Party has received from the other, including\nwithout limitation all copies, extracts or other reproductions of such\nEvaluation Material, and each Party will destroy all material prepared by it or\nits Representatives based upon the Evaluation Material supplied by the other\nParty (including all written material, memoranda, notes and other writings or\nrecordings whatsoever).  Upon request by the other Party, such return or\ndestruction shall be certified in writing to the other Party by one of the\ndestroying Party's Representatives who shall supervise such return or\ndestruction.\n\n     9.  Each Party understands and acknowledges that any and all information\ncontained in the Evaluation Material is being or will be provided by the other\nParty without any representation or warranty, express or implied, as to the\naccuracy or completeness of the Evaluation Material so provided, except as set\nforth in any Transaction Agreement.  It is further understood that the scope of\nany representations and warranties to be given by a Party with respect to any\nEvaluation Material in the Transaction Agreement will be negotiated along with\nother terms and conditions thereof if discussions between the Parties should\nprogress to that point.\n\n     10.  Notwithstanding anything herein to the contrary, whether specific or\nimplied, Halliburton shall not be prohibited by this Agreement from disclosing\nany information related solely to its business or operations in connection with\nthe provision of NUMAR related services to customers.\n\n     11.  Each Party hereto hereby acknowledges that such Party is aware (and\nthat its Representatives who are apprised of this matter have been advised) that\nthe United States securities laws prohibit such Party, its Representatives and\nany person or entity that has received material non-public information about the\nother Party from purchasing or selling securities of the other Party or from\ncommunicating such information to any person under circumstances under which\nsuch other person may be expected to purchase or sell securities of the other\nParty.\n\n     12.  Except in connection with the negotiation of the terms of a\nTransaction, in accordance with the terms of a Transaction Agreement or pursuant\nto the proviso to \n\n                                       3\n\n \nthis paragraph 12, for a period of eighteen months from the date of this\nAgreement neither Party or its Representatives nor any person or entity\ncontrolled by such Party shall, directly or indirectly:\n\n     (i) acquire, or offer or agree to acquire, directly or indirectly, by\npurchase or otherwise, any securities of the other Party (or direct or indirect\nrights or options to acquire any securities of the other Party), except by way\nof stock dividends or other distributions made on a pro rata basis with respect\nto securities of the other Party acquired by such Party prior to the date of\nthis Agreement;\n\n     (ii) solicit proxies or consents or become a 'participant' in a\n'solicitation' (as such terms are defined in Regulation 14A under the Securities\nExchange Act of 1934, as amended) of proxies or consents with respect to\nsecurities of the other Party with regard to any matter;\n\n     (iii)  seek to control or influence the management or Board of Directors of\nthe other Party with respect to the policies of such other Party, seek to\nadvise, encourage or influence any person with respect to the voting of any\nsecurities of the other Party or seek to induce or in any manner to assist any\nother person to initiate any stockholder proposal with respect to the securities\nof the other Party, any change of control of the other Party or for the purpose\nof convening a meeting of stockholders of the other Party or to initiate any\ntender or exchange offer for securities of the other Party;\n\n     (iv) acquire or agree to acquire, by purchase or otherwise, more than 1% of\nany class of equity securities of any entity that, prior to the time such Party\nacquires or agrees to acquire more than 1% of such class, has publicly disclosed\n(by a filing with the Securities and Exchange Commission or otherwise) that it\nis, or is otherwise known to such Party to be, the beneficial owner of more than\n5% of the outstanding common stock of the other Party;\n\n     (v) without the prior written consent of the other Party, make any public\nannouncement (except as required by law or stock exchange policy) or make any\nwritten or oral proposal relating to a tender or exchange offer for securities\nof the other Party, a business combination (or other similar transaction that\nwould result in a change of control), sale of assets, liquidation or other\nextraordinary corporate transaction between such Party or any of its affiliates\nand the other Party (each such transaction being referred to herein as an\n'Acquisition') or take any action which might require the other Party to make a\npublic announcement regarding any Acquisition;\n\n     (vi) deposit any securities of the other Party in a voting trust or subject\nany securities of the other Party to any arrangement or agreement with respect\nto the voting of securities of the other Party; or\n\n                                       4\n\n \n     (vii)  form, join or in any way participate in a partnership, limited\npartnership, syndicate or other group (or otherwise act in concert with any\nother person) for the purpose of acquiring, holding, voting or disposing of\nsecurities of the other Party or taking any other actions restricted or\nprohibited under clauses (i) through (vi) of this paragraph 12;\n\nprovided, however, that the provisions of this paragraph 12 shall terminate and\nbe of no further force or effect upon the earlier of (a) the execution and\ndelivery of a Transaction Agreement by the Parties or (b) as to any Party (and\nonly that Party) at such time as there is a public announcement (by the other\nParty hereto or by any other person) to the effect that any third person has\nengaged in any of the activities described in clauses (i) to (vii), inclusive,\nwith respect to the other Party hereto.\n\n     13.  Each Party understands and agrees that no contract or agreement\nproviding for a Transaction between the Parties shall be deemed to exist between\nthe Parties unless and until a definitive written agreement setting forth the\nterms, conditions and other provisions relating to a Transaction (a 'Transaction\nAgreement') has been executed and delivered, and each Party hereby waives, in\nadvance, any claims (including without limitation breach of contract) based on\nany alleged agreement between the Parties to effect a Transaction unless and\nuntil a Transaction Agreement between the Parties shall have been executed and\ndelivered.  Each Party also agrees that, unless and until a Transaction\nAgreement between the parties has been executed and delivered, the other Party\nhas no legal obligation of any kind whatsoever with respect to such Transaction\nby virtue of this Agreement or any other written or oral expression with respect\nto such Transaction except, in the case of this Agreement, for the matters\nspecifically agreed to herein.  For purposes of this Agreement, the term\n'Transaction Agreement' does not include an executed letter of intent or any\nother preliminary written agreement nor does it include any written or verbal\nacceptance of an offer or bid on the part of either Party.\n\n     14.  It is further understood and agreed that money damages would not be a\nsufficient remedy for any breach of this Agreement by either Party or its\nRepresentatives and that without prejudice to any rights or remedies at law or\nin equity otherwise available to the other Party, such other Party shall, if the\nother Party breaches any provision of this Agreement, be entitled to injunctive\nrelief, specific performance or other appropriate equitable remedies for any\nsuch breach.  No failure or delay by either Party in exercising any right, power\nor privilege hereunder shall operate as a waiver thereof nor shall any single or\npartial exercise thereof preclude any other or further exercise thereof or the\nexercise of any other right, power or privilege hereunder.  Each Party agrees to\nreimburse the other Party for any costs and expenses, including legal expenses,\nthe latter Party may incur in connection with the enforcement of this Agreement.\n\n     15.  Any notice required hereunder shall be given in writing to the Party\nentitled to receive such notice at the address indicated hereinbelow or at such\nother \n\n                                       5\n\n \naddress as that Party may, from time to time, request in writing. Notices\nhereunder may be sent by U.S. mail, courier, hand delivery or by facsimile and\nshall be effective if by U.S. mail upon deposit in the U.S. mail, postage\nprepaid, return receipt requested and if by courier, personal delivery or\nfacsimile upon receipt.\n\n     If to Halliburton Company:\n\n             Halliburton Company\n             3600 Lincoln Plaza\n             500 North Akard\n             Dallas, Texas 75201-3391\n             Attention:  Lester L. Coleman\n                         Executive Vice President and General Counsel\n             Facsimile: 214-978-2658\n\n     If to NUMAR Corporation:\n\n             NUMAR Corporation\n             508 Lapp Road\n             Malvern, Pennsylvania 19355\n             Attention:  Edward P. Delson\n                         Senior Vice President - Finance and Administration\n                         Chief Financial Officer and Treasurer\n             Facsimile:  610-644-8131\n\n\n     16.  This Agreement shall be binding upon the successors and assigns of\neach Party hereto and shall inure to the benefit of, and be enforceable by, the\nsuccessors and assignees of each such Party.\n\n     17.  The provisions of this Agreement shall be severable if any of the\nprovisions hereof are held by a court of competent jurisdiction to be invalid,\nvoid or otherwise unenforceable, and the remaining provisions shall remain\nenforceable to the fullest extent permitted by law.\n\n     18.  THIS AGREEMENT SHALL BE CONSTRUED (BOTH AS TO VALIDITY AND\nPERFORMANCE) AND ENFORCED IN ACCORDANCE WITH, AND GOVERNED BY, THE LAWS OF THE\nCOMMONWEALTH OF PENNSYLVANIA APPLICABLE TO AGREEMENTS MADE AND TO BE PERFORMED\nWHOLLY WITHIN SUCH JURISDICTION.\n\n     19.  This Agreement embodies the entire agreement of the Parties relating\nto the subject matter hereof and may be waived, amended or modified only by an\ninstrument in writing signed by the Party against which such waiver, amendment\nor modification is sought to be enforced, and such written instrument shall set\nforth \n\n                                       6\n\n \nspecifically the provisions of this Agreement that are to be so waived,\namended or modified.\n\n     20.  This Agreement may be executed in any number of counterparts, each of\nsuch counterparts shall for all purposes be deemed an original and all such\ncounterparts shall together constitute but one and the same instrument.\n\n     IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be\nexecuted by their duly authorized officers as of the date first above written.\n\n\nHALLIBURTON COMPANY                     NUMAR CORPORATION\n\n\nBy:  \/s\/ Lester L. Coleman              By:  \/s\/ E. P. Delson\nIts:  Executive Vice President          Its:  Senior Vice President, \n      and General Counsel                     Finance  \n\n                                       7\n\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[7712,8386],"corporate_contracts_industries":[9454,9413],"corporate_contracts_types":[9553,9558],"class_list":["post-40840","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-halliburton-co","corporate_contracts_companies-numar-corp","corporate_contracts_industries-manufacturing__industrial","corporate_contracts_industries-energy__services","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\/40840","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=40840"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=40840"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=40840"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=40840"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}