kozue13/Contracts · Datasets at Hugging Face

text stringlengths 0 2.59k
Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive
the notifying party's compliance with the provisions of this Agreement.
If, in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party
may disclose, without liability hereunder, only that portion of the Confidential Information that such party is advised in writing by outside legal counsel is legally required to be disclosed;
provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such
other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.
2.
Non-Disclosure of Negotiations or Agreements.
Except as required by law, neither PictureTel, Polycom
nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of
any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any
similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without
obtaining the prior written consent of the other party.
The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or
other entity or individual.
3.
Ownership of Confidential Information.
Each party shall keep a reasonable record of the Confidential
Information received by it and the location of such Confidential Information.
All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be
and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not
retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents
derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the
foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return.
Notwithstanding the return or destruction of the Confidential
Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder.
Each party will keep a record of each person, other than its
Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the
requirements of this Agreement.
Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access
to the other party and/or the Confidential Information.
4.
Information Not Deemed Confidential Information.
The term "Confidential Information" does not
include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this
Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be
bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party
by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise
prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation.
5.
No Warranty.
Neither PictureTel, Polycom nor any of their respective officers, directors, employees,
representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to
the delivering party from its use, except as set forth in a definitive agreement for a Transaction.
Only the representations and warranties that are made in a definitive agreement for a Transaction,
when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.
6.
No Agreement.
Unless a definitive agreement regarding a Transaction between PictureTel and Polycom
has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by
virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein.
Each party
2




further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a
Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time.
Neither
this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such
other provision) and explicitly make such waiver or amendment.
7.
Non Solicitation.
Unless a Transaction is consummated, each party agrees that, for a period of
eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the
other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party.
It is expressly understood that this
Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial
Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes.
Unless otherwise agreed by either party, all (i) communications regarding a possible
Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted
or directed only to the President or Chief Financial Officer of the other party.
Without the prior written consent of the President of the other party, neither party nor its Representatives will
initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction.
8.
Non-Public Information.
PictureTel has outstanding publicly-held securities and the Confidential
Information contains material non-public information.
Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States
securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to
any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934,
as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of
such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3.
9. Standstill.
Each of the parties agrees that, until the expiration of eighteen months from the date
of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire
or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries,
whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer,
seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its
subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of
the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any
of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the
other
party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other
party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any
of such activities to
3

Confidential Information, it is agreed that such party will provide the other party with prompt notice of such request so that such other party may seek an appropriate protective order and/or waive

the notifying party's compliance with the provisions of this Agreement.

If, in the absence of a protective order, either party is nonetheless compelled to disclose Confidential Information, such party

may disclose, without liability hereunder, only that portion of the Confidential Information that such party is advised in writing by outside legal counsel is legally required to be disclosed;

provided that such party gives to the other party written notice of the portion of the Confidential Information to be disclosed as far in advance of its disclosure as is practicable and, upon such

other party's request, uses reasonable efforts to obtain assurances that confidential treatment will be accorded to such information.

2.

Non-Disclosure of Negotiations or Agreements.

Except as required by law, neither PictureTel, Polycom

nor their respective Representatives shall disclose to any person (including, without limitation, any director, officer or employee that is not set forth on Annex A) the existence, status or terms of

any discussions, negotiations or agreements between them concerning a possible Transaction, including without limitation any offer, letter of intent, proposal, price, value or valuation, or any

similar terms, agreements or understandings between PictureTel and Polycom with respect thereto, or that such party has provided to or received from the other Confidential Information, without

obtaining the prior written consent of the other party.

The term "person" as used in this Agreement will be interpreted broadly to include the media and any corporation, company, group, partnership or

other entity or individual.

3.

Ownership of Confidential Information.

Each party shall keep a reasonable record of the Confidential

Information received by it and the location of such Confidential Information.

All written Confidential Information delivered by one party hereto to the other party pursuant to the Agreement shall be

and remain the property of the delivering party, and upon the written request of the delivering party, the receiving party shall (i) promptly return such Confidential Information and shall not

retain any copies or other reproductions or extracts thereof, (ii) destroy or have destroyed all memoranda, notes, reports, analyses, compilations, studies, interpretations, or other documents

derived from or containing Confidential Information, and all copies and other reproductions and extracts thereof, and (iii) provide a certificate to the delivering party certifying that the

foregoing materials have, in fact, been destroyed or returned, signed by an authorized officer supervising such destruction or return.

Notwithstanding the return or destruction of the Confidential

Information, each party and its Representatives will continue to be bound by the confidentiality and other obligations hereunder.

Each party will keep a record of each person, other than its

Representatives, that is afforded access to the other party and/or the Confidential Information of the other party, and before such access is afforded, each party agrees to inform such person of the

requirements of this Agreement.

Each party will furnish to the other party, upon request, a written copy of such record of such persons, other than its Representatives, that have been afforded access

to the other party and/or the Confidential Information.

4.

Information Not Deemed Confidential Information.

The term "Confidential Information" does not

include information that (i) is or becomes generally available to the public, other than, as a result of a disclosure by the receiving party or its Representatives in violation of this

Agreement; (ii) is or becomes available to the receiving party from a source other than the delivering party or its Representatives, provided that such source is not known by the receiving party to be

bound by an obligation of confidentiality to such delivering party or its Representatives; or (iii) was within the receiving party's possession prior to being furnished to the receiving party

by or on behalf of the delivering party, provided that the person providing such information to the receiving party was not bound by a confidentiality agreement with the delivering party or otherwise

prohibited from transferring such information to the receiving party by any contractual, legal or fiduciary obligation.

5.

No Warranty.

Neither PictureTel, Polycom nor any of their respective officers, directors, employees,

representatives or agents makes any representation or warranty, express or implied, as to the accuracy and completeness of any Confidential Information provided by it, and no liability shall result to

the delivering party from its use, except as set forth in a definitive agreement for a Transaction.

Only the representations and warranties that are made in a definitive agreement for a Transaction,

when, as, and if it is executed, and subject to such limitations and restrictions as may be specified therein, shall have any legal effect.

6.

No Agreement.

Unless a definitive agreement regarding a Transaction between PictureTel and Polycom

has been executed and delivered, neither Polycom, PictureTel nor any of their stockholders or affiliates will be under any legal obligation of any kind whatsoever with respect to such a Transaction by

virtue of this letter agreement or any other written or oral expression with respect to such Transaction except, in the case of this Agreement, matters specifically agreed to herein.

Each party

2

further acknowledges and agrees that each party reserves the right, in its sole discretion, to reject any and all proposals made by the other party or any of its Representatives with regard to a

Transaction, to deny any request for Confidential Information (regardless of the reasonableness of such request) and to terminate discussions or negotiations with the other party at any time.

Neither

this paragraph nor any other provision in this Agreement can be waived or amended except by written consent of PictureTel and Polycom, which consent shall refer specifically to this paragraph (or such

other provision) and explicitly make such waiver or amendment.

7.

Non Solicitation.

Unless a Transaction is consummated, each party agrees that, for a period of

eighteen (18) months from the date hereof, it will not hire or directly or indirectly solicit employment of (other than by means of a general advertisement) any of the (i) employees of the

other party with whom it has had contact during the process contemplated by this Agreement or (ii) management level personnel or officers of the other party.

It is expressly understood that this

Agreement is not intended to preclude the ability of the parties to compete with one another in the ordinary course and that each party will arrange with the Principal, President or Chief Financial

Officer of the other party (and no other individuals) for appropriate contacts for due diligence purposes.

Unless otherwise agreed by either party, all (i) communications regarding a possible

Transaction, (ii) requests for additional information, (iii) requests for facility tours or management meetings, or (iv) discussions or questions regarding procedures will be submitted

or directed only to the President or Chief Financial Officer of the other party.

Without the prior written consent of the President of the other party, neither party nor its Representatives will

initiate, or cause to be initiated, any communication with any officer, director or employee of the other party concerning the Confidential Information or any possible Transaction.

8.

Non-Public Information.

PictureTel has outstanding publicly-held securities and the Confidential

Information contains material non-public information.

Each of the parties acknowledges that it is (i) aware, and has advised or will advise its Representatives, that the United States

securities laws prohibit any person in possession of material non-public information about a company from purchasing or selling securities of such company, and from communicating such information to

any other person under circumstances in which it is reasonably foreseeable that such person may purchase or sell such securities and (ii) familiar with the Securities and Exchange Act of 1934,

as amended, and the rules and regulations thereunder, and each party agrees that it will neither use nor permit any of its Representatives to use any Confidential Information in violation of

such Act or rules or regulations, including, without limitation, Rules 10b-5 and 14e-3.

9. Standstill.

Each of the parties agrees that, until the expiration of eighteen months from the date

of this Agreement, without the prior written consent of the Board of Directors or General Partners of the other party, it and its affiliates will not (i) in any manner acquire, agree to acquire

or make any proposal or offer or otherwise seek to acquire, directly or indirectly any securities (or rights in respect thereof), assets or property of the other party or any of its subsidiaries,

whether such agreements or proposals or offers are made with or to the other party (or any controlling person or successor thereof) or any of its subsidiaries; (ii) enter into or agree, offer,

seek or propose to enter into or otherwise be involved in or part of, directly or indirectly, any merger, acquisition transaction or other business combination involving the other party or any of its

subsidiaries or any of their respective assets; (iii) make, or in any way participate in, directly or indirectly, any "solicitation" of "proxies" (as such terms are used in the proxy rules of

the Securities Exchange Act of 1934, as amended (the "Exchange Act")) to vote, or seek to advise or influence any person with respect to the voting of, any voting securities of the other party or any

of its subsidiaries; (iv) form, join or in any way participate in a "group" (within the meaning of Section 13(d)(3) of the Exchange Act) with respect to any voting securities of the

other

party or any of its subsidiaries; (v) otherwise act, alone or in concert with others, to seek or propose to control or influence the management, Board of Directors or policies of the other

party; (vi) directly or indirectly enter into any discussions, negotiations, arrangements or understandings with any other person with respect to any of the foregoing activities or propose any

of such activities to

3