kozue13/Contracts · Datasets at Hugging Face

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hereto.
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<PAGE> 8
12.
Headings.
The headings of the sections of this Agreement are
inserted for convenience only and shall not be deemed to constitute part of
this Agreement or to affect the construction hereof.
13.
Governing Law.
THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED,
AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO
ITS CHOICE OF LAW PRINCIPLES).
14.
Counterparts.
This Agreement may be executed in any number of
counterparts, each of which shall be an original, and such counterparts
together shall constitute one and the same instrument.
[THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]
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<PAGE> 9
IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.
/s/ ROLAND W. SAMPLES
--------------------------------
Roland W. Samples


WYNDHAM HOTEL CORPORATION,
a Delaware corporation



By: /s/ MICHAEL SILVERMAN
----------------------------

Name: Michael Silverman
--------------------------

Title: Authorized Agent
-------------------------


CLUBHOUSE HOTELS, INC.
a Kansas corporation


By: /s/ ROLAND W. SAMPLES
----------------------------

Name: Roland W. Samples
--------------------------

Title: President
-------------------------




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Prepared by MERRILL CORPORATION




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Exhibit 99.20
CONFIDENTIALITY AND STANDSTILL AGREEMENT
This Confidentiality and Standstill Agreement (the "Agreement") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. ("Polycom"),
and PictureTel Corporation ("PictureTel"), a Delaware corporation.
WITNESSETH:
WHEREAS, Polycom and PictureTel may consider engaging in discussions with respect to a possible negotiated business combination involving PictureTel and
Polycom or their respective subsidiaries (the "Transaction") and, prior to or during the course of any such discussions, PictureTel and Polycom each may have disclosed or, in the future, may disclose
and make available to the other certain information concerning its business prospects, financial condition, operations, assets and liabilities;
WHEREAS,
all such information furnished to a party or its Representatives (as defined below) by or on behalf of the other party (irrespective of the form of communication and whether
such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by a party or its
Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the "Confidential Information;" and
WHEREAS,
each of Polycom and PictureTel hereby agrees to receive such Confidential Information of the other and to disclose such Confidential Information to the other subject to the
following terms and conditions.
NOW,
THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which
are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:
1.
Non-Disclosure of Confidential Information.
(a) Each of PictureTel and Polycom shall
(i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction and for no competitive or other purpose; (ii) not disclose the
Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers,
consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating
a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time; (iii) inform its Representatives of the confidential nature of the
Confidential Information and direct its Representatives to treat the Confidential Information confidentially and in accordance with the terms of this Agreement; (iv) take all additional
reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by
its Representatives.
(b) If
either party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any

hereto.

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<PAGE> 8

12.

Headings.

The headings of the sections of this Agreement are

inserted for convenience only and shall not be deemed to constitute part of

this Agreement or to affect the construction hereof.

13.

Governing Law.

THIS AGREEMENT SHALL BE CONSTRUED, ENFORCED,

AND GOVERNED BY THE INTERNAL LAWS OF THE STATE OF DELAWARE (WITHOUT REGARD TO

ITS CHOICE OF LAW PRINCIPLES).

14.

Counterparts.

This Agreement may be executed in any number of

counterparts, each of which shall be an original, and such counterparts

together shall constitute one and the same instrument.

[THE REST OF THIS PAGE HAS BEEN LEFT BLANK INTENTIONALLY.]

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<PAGE> 9

IN WITNESS WHEREOF, the parties have executed this Agreement as of the

date first above written.

/s/ ROLAND W. SAMPLES

--------------------------------

Roland W. Samples

WYNDHAM HOTEL CORPORATION,

a Delaware corporation

By: /s/ MICHAEL SILVERMAN

----------------------------

Name: Michael Silverman

--------------------------

Title: Authorized Agent

-------------------------

CLUBHOUSE HOTELS, INC.

a Kansas corporation

By: /s/ ROLAND W. SAMPLES

----------------------------

Name: Roland W. Samples

--------------------------

Title: President

-------------------------

-9-

Prepared by MERRILL CORPORATION

QuickLinks

-- Click here to rapidly navigate through this document

Exhibit 99.20

CONFIDENTIALITY AND STANDSTILL AGREEMENT

This Confidentiality and Standstill Agreement (the "Agreement") is entered into as of this 7th day of March, 2001, by and between Polycom, Inc. ("Polycom"),

and PictureTel Corporation ("PictureTel"), a Delaware corporation.

WITNESSETH:

WHEREAS, Polycom and PictureTel may consider engaging in discussions with respect to a possible negotiated business combination involving PictureTel and

Polycom or their respective subsidiaries (the "Transaction") and, prior to or during the course of any such discussions, PictureTel and Polycom each may have disclosed or, in the future, may disclose

and make available to the other certain information concerning its business prospects, financial condition, operations, assets and liabilities;

WHEREAS,

all such information furnished to a party or its Representatives (as defined below) by or on behalf of the other party (irrespective of the form of communication and whether

such information is so furnished before, on or after the date hereof), and all analyses, compilations, data, studies, notes, interpretations, memoranda or other documents prepared by a party or its

Representatives containing or based in whole or in part on any such furnished information are collectively referred to herein as the "Confidential Information;" and

WHEREAS,

each of Polycom and PictureTel hereby agrees to receive such Confidential Information of the other and to disclose such Confidential Information to the other subject to the

following terms and conditions.

NOW,

THEREFORE, for and in consideration of the mutual promises and obligations contained herein and for other good and valuable consideration, the receipt and sufficiency of which

are hereby acknowledged, the parties, intending to be legally bound, hereby agree as follows:

1.

Non-Disclosure of Confidential Information.

(a) Each of PictureTel and Polycom shall

(i) use the Confidential Information obtained from the other solely for the purpose of evaluating a possible Transaction and for no competitive or other purpose; (ii) not disclose the

Confidential Information to any third party, except for disclosures to its directors, executive officers and representatives of its advisors (such as independent accountants, investment bankers,

consultants and attorneys) acting on its behalf (collectively, its "Representatives") who in each case, in such party's reasonable judgment, need to know such information for the purpose of evaluating

a possible Transaction and who are set forth on Annex A hereto, as it may be amended by the parties from time to time; (iii) inform its Representatives of the confidential nature of the

Confidential Information and direct its Representatives to treat the Confidential Information confidentially and in accordance with the terms of this Agreement; (iv) take all additional

reasonable precautions necessary to prevent the disclosure of the Confidential Information by its Representatives to any third party; and (v) be responsible for any breach of this Agreement by

its Representatives.

(b) If

either party is required (by interrogatories, requests for information or documents, subpoena, civil investigative demand or similar process) to disclose any