Common use of Confidential Nature of Information Clause in Contracts

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such transactions shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellers, to their counsel, accountants or financial advisors). No Person shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that such party shall first notify the other party of any such requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer or Sellers; or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its execution, but only to the extent required by applicable federal securities law.

Confidential Nature of Information. Each Party agrees that, for a period of Parent and Buyerthree (3) years after the Closing, as a party on the one hand, and Sellers, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party Parties during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement (whether obtained before or after the date of this Agreement), the investigation provided for herein in this Agreement and the preparation of this Agreement and other related documents, and, in if the event that such transactions shall contemplated by this Agreement are not be consummated, each party Party will return to the other party Parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of SellersSeller, to their its counsel, accountants accountants, financial advisors or financial advisorslenders). No Person Party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or Purchased Interests and the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required)Business; provided, however, that such party shall first notify the other party of any such requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer or Sellers; or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoingthat, after the Closing, Buyer may use or disclose any confidential information included in the Business or otherwise reasonably related to the Purchased Assets or the Business. Notwithstanding The obligation of each Party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such Party from a source other than the foregoingother Party, (ii) is or becomes available to the public other than as a result of disclosure by such Party or its agents, (iii) is independently developed by Seller or any of its Affiliates, (iv) is required to be disclosed under applicable Law or judicial process, (v) such Party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated by this Agreement, or (vi) is disclosed or used by Seller or any of its Affiliates to enforce or protect its rights under this Agreement, in connection with Tax or other regulatory filings, litigation, financial reporting or any other reasonable business purpose. Prior to the Closing, in the event of any conflict between the terms of the Confidentiality Agreement and the terms of this Agreement, the parties hereto hereby reaffirm terms of the confidentiality provisions set forth in that certain Letter of Confidentiality Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its execution, but only to the extent required by applicable federal securities lawshall prevail.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement (whether obtained before or after the date of this Agreement)hereby, the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such transactions shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerFDC or IPS, to its counsel, accountants, financial advisors or lenders, and in the case of SellersCeridian or Comdata, to their its counsel, accountants or financial advisorsadvisors or lenders). No Person other party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase transactions contemplated herein; PROVIDED, HOWEVER, that (i) IPS, FDFS, and sale of the Purchases Gaming Subsidiary may use or disclose any confidential information included in the Purchased Gaming Assets or otherwise reasonably related to the negotiation Gaming Business or enforcement the Purchased Gaming Assets, and (ii) Comdata, the NTS Subsidiary and Permicom may use or disclose any confidential information included in the Purchased NTS Assets related or otherwise reasonably related to the NTS Business or the Purchased NTS Assets. The obligation of this Agreement each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or any agreement contemplated hereby; becomes available to such party from a source other than such party, (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that such party shall first notify the other party of any such requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (c) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed, or (d) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that for a period of three (3) years from the Closing, it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in if the event that such transactions shall contemplated hereby are not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerBuyer or Parent, to its counsel, accountants, financial advisors or lenders, and in the case of SellersSeller, to their its counsel, accountants or financial advisors). No Person other party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or LLC Interests and the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required)Business; provided, however, that after the Closing, Buyer or Parent may use or disclose any confidential information included in the Business or otherwise reasonably related to the Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party shall first notify from a source other than the other party of any such requirement andparty, if the other party desires, shall cooperate with that party to seek approval to prevent (ii) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (iii) is independently developed by Seller or any of its Affiliates, (iv) is required to be disclosed under applicable law or judicial process, (v) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby, or (evi) where the information is disclosed or becomes lawfully available used by Seller or any of its Affiliates to Buyer from a source enforce or protect its rights under this Agreement, in connection with tax or other than Sellersregulatory filings, litigation, financial reporting or any other reasonable business purpose. Notwithstanding the foregoing, after Prior to the Closing, Buyer may use or disclose in the event of any confidential information related to conflict between the Purchased Assets or terms of the Business. Notwithstanding Confidentiality Agreement and the foregoingterms of this Agreement, the parties hereto hereby reaffirm terms of the confidentiality provisions set forth in that certain Letter of Confidentiality Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its execution, but only to the extent required by applicable federal securities lawshall prevail.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties hereto during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party or destroy all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person party (other than, in the case of Buyer, to its counsel, accountants, financial advisors Parent or lenders, and in the case of SellersMerger Sub, to their counsel, accountants or financial advisorsAffiliates, and in the case of the Acquired Companies and the Securityholders’ Agent, to their Representatives). No Person other party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required)Merger; provided, however, that after the Effective Time, Parent and the Company may use or disclose any confidential information related to any Acquired Company or its assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or becomes available to such party shall first notify the on a non-confidential basis from a source other than such party of any or its agents, provided that such requirement and, if the other party desires, shall cooperate with that source is not known by such party to seek approval be bound by any contractual or other obligation of confidentiality to prevent any other Person with respect to such information, (b) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (c) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed or (d) the Company and Parent mutually deem necessary to disclose to obtain any of the Consents contemplated hereby.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will shall, and shall cause each of its Affiliates and its and their respective Representatives to, treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such transactions shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other thanPerson, in except to employees, Representatives or Affiliates of Buyer or Seller with a need to know and such Persons shall be informed of the case confidential nature of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellers, to their counsel, accountants or financial advisors)such information. No such Person shall use any such confidential information, including, without limitation, with respect to information obtained from the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, other in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or Partitioned License and consummating the negotiation or enforcement of this Agreement or any agreement transactions contemplated hereby; . The obligation of each party to treat such documents, materials and other information in confidence, or to cause such documents, materials and other information in confidence, shall not apply to any information which (a) is or becomes available to a party hereto from a source other than the other party hereto which source, to the knowledge of such party hereto, is not bound by an obligation of confidentiality with respect to such information, (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that such party shall first notify the other party of any such requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer a party hereto or Sellers; its Affiliates or Representatives, (ec) where the information is required to be disclosed under applicable Law or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required it must be disclosed, (d) is independently developed by applicable federal securities lawsuch party without reference to the confidential information of the other party, (e) a party reasonably deems necessary to disclose to a Governmental Authority or any other Person in order to obtain any of the consents or approvals contemplated hereby, or to consummate the transactions contemplated hereby, to enforce its rights hereunder or in connection with any dispute or controversy related hereto. In the event a party reasonably deems necessary the disclosure of this Agreement to a Governmental Authority, the parties shall use reasonable commercial efforts to secure confidential treatment of this Agreement by such Governmental Authority.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees ---------------------------------- that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of Buyer, to its their counsel, accountants, financial advisors or lenders, and in the case of Sellersthe Company and Stockholder, to their counsel, accountants or financial advisors). No Person party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or the negotiation or enforcement of transactions contemplated by this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required)Agreement; provided, however, that after the Closing Date, Buyer may use or -------- ------- disclose any confidential information included in the assets of the Company as of the Closing Date or otherwise reasonably related to the assets or business of the Company. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or becomes available to such party shall first notify the from a source other party of any than such requirement andparty, if the other party desires, shall cooperate with that party to seek approval to prevent (b) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (c) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed, or (d) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that ---------------------------------- it will treat in confidence all documents, materials and other information which it shall have obtained regarding the any other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewithherewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerACI, to its counsel, accountants, financial advisors or lenders, and in the case of SellersSeller, to their its counsel, accountants or financial advisorsadvisors or lenders). No Person party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Acquired Assets or and the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required)its rights hereunder; provided, however, that after the Closing ACI may use or -------- ------- disclose any confidential information included in the Acquired Assets and may use other confidential information which is otherwise reasonably related to the Transaction Processing Business or the Acquired Assets for purposes of conducting activities related to the Acquired Assets or the Transaction Processing Business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or becomes available to such party shall first notify the from a source other than another party of any such requirement andhereto, if the other party desires, shall cooperate with that party to seek approval to prevent (b) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (c) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed and only to the extent that written notice is given to the non-disclosing party, or (d) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby, provided that prior written notice is given to the non-disclosing party.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party parties during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party parties all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerParent and Mergerco, to its their counsel, accountants, financial advisors or lenders, and and, in the case of Sellersthe Company and the Shareholder Representative, to their counsel, accountants or financial advisors). No Person other party shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase Merger; PROVIDED, HOWEVER, that after the Effective Time, Parent and sale the Surviving Corporation may use or disclose any confidential information included in the assets of the Purchases Assets Company as of the Effective Time or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only otherwise reasonably related to the extent so required); providedassets or business of the Company. The obligation of each party to treat such documents, however, that materials and other information in confidence shall not apply to any information which (i) is or becomes available to such party shall first notify the from a source other party of any than such requirement andparty, if the other party desires, shall cooperate with that party to seek approval to prevent (ii) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (iii) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that ---------------------------------- it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of the Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellersthe Shareholders, to their its counsel, accountants or financial advisors). No Person shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets Merger or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that after -------- ------- the Closing the Buyer and the Surviving Corporation may use or disclose any confidential information related to the Surviving Corporation or its assets or business. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party shall first notify from a source other than the other party of any such requirement andfurnishing party, if the other party desires, shall cooperate with that party to seek approval to prevent (ii) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (iii) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each of Parent and Buyer, as a party Commencing on the one handdate hereof and until the tenth anniversary of Closing, and Sellers, as a each party on the other, agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other than, in the case of BuyerFjord, to its counsel, accountants, financial advisors or lenders, and in the case of Sellersthe Members, to their respective counsel, accountants or financial advisors). No Person shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets transaction or the negotiation or enforcement of this Agreement or any agreement contemplated hereby; (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, howeverthat after the Closing Fjord may use or disclose any confidential information related to Xxxxx or its assets or business. The obligation of each party to treat such documents, that materials and other information in confidence shall not apply to any information which (i) is or becomes lawfully available to such party shall first notify from a source other than the other party of any such requirement andfurnishing party, if the other party desires, shall cooperate with that party to seek approval to prevent (ii) is or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (iii) is required to be disclosed under applicable law or (e) where the information is or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required by applicable federal securities lawit must be disclosed and only after giving notice to the other party as soon in advance as practicable, in order to enable that party to seek appropriate alternative remedies and/or limitations, or (iv) such party reasonably deems necessary to disclose to obtain any of the consents or approvals contemplated hereby.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, agrees that it will shall, and shall cause each of its Affiliates and its and their respective shareholders, members, managers, directors, officers, employees, agents and representatives (collectively, "REPRESENTATIVES") to, treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such transactions shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated to any third Person (other thanPerson, in except to employees, Representatives or Affiliates of Buyer or Seller with a need to know and such Persons shall be informed of the case confidential nature of Buyer, to its counsel, accountants, financial advisors or lenders, and in the case of Sellers, to their counsel, accountants or financial advisors)such information. No such Person shall use any such confidential information, including, without limitation, with respect to information obtained from the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, other in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Assets or Licenses and consummating the negotiation or enforcement of this Agreement or any agreement transactions contemplated hereby; . The obligation of each party to treat such documents, materials and other information in confidence, or to keep such documents, materials and other information in confidence, shall not apply to any information which (a) is or becomes available to a party hereto from a source other than the other party hereto which source, to the knowledge of such party hereto, is not bound by an obligation of confidentiality with respect to such information, (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that such party shall first notify the other party of any such requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer a party hereto or Sellers; its Affiliates or Representatives, (ec) where the information is required to be disclosed under applicable Law or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionjudicial process, but only to the extent required it must be disclosed, (d) is independently developed by applicable federal securities lawsuch party without reference to the confidential information of the other party; or (e) a party reasonably deems necessary to disclose to a Governmental Authority in order to obtain any of the consents or approvals contemplated hereby. In the event a party reasonably deems necessary the disclosure of this Agreement to a Governmental Authority, the parties shall use reasonable commercial efforts to secure confidential treatment of this Agreement by such Governmental Authority.

Confidential Nature of Information. Each of Parent and Buyer, as a party on the one hand, and Sellers, as a party on the other, hereto agrees that it will treat in confidence all documents, materials and other information which it shall have obtained regarding the other party during the course of the negotiations leading to the consummation of the transactions contemplated by this Agreement hereby (whether obtained before or after the date of this Agreement), the investigation provided for herein and the preparation of this Agreement and other related documents, and, in the event that such the transactions contemplated hereby shall not be consummated, each party will return to the other party all copies of nonpublic documents and materials which have been furnished in connection therewith. Such documents, materials and information shall not be communicated disclosed to any third Person (other thanparty or Person; provided that either party hereto may disclose such documents, in the case materials and information to any of Buyer, to its counsel, accountants, accountants or financial advisors who are informed of the confidentiality provisions contained herein, it being understood that such disclosing party shall be liable to the other party hereto for any disclosure or lendersuse of such documents, materials and information in violation of the case terms hereof by any of Sellers, to their its counsel, accountants or financial advisors). No Person Neither party hereto shall use any confidential information, including, without limitation, with respect to the Business, any information relating to the Business or customers, suppliers, contractors, subcontractors and licensors, in any manner whatsoever except solely for (a) the purpose of evaluating the proposed purchase and sale of the Purchases Purchased Assets and the assumption of the Assumed Obligations. The obligation of each party to treat such documents, materials and other information in confidence shall not apply to any information which (a) is or becomes available to such party from a source other than the negotiation or enforcement of this Agreement or any agreement contemplated hereby; other party, (b) where the disclosure of any portion thereof is required by applicable law or determined to be necessary to comply with any court order or Governmental Authorization (but only to the extent so required); provided, however, that such party shall first notify the other party of any such requirement and, if the other party desires, shall cooperate with that party to seek approval to prevent or limit such disclosure; (c) where the disclosure of any portion thereof is required in order to obtain any of the consents contemplated hereby, and both parties agree in writing that such disclosure is necessary; (d) where the information becomes generally available to the public other than as a result of a disclosure by Buyer such party or Sellers; its agents, (c) is required to be disclosed under applicable law or (e) where the information is judicial process, or becomes lawfully available to Buyer from a source other than Sellers. Notwithstanding the foregoing, after the Closing, Buyer may use any Governmental Body having regulatory authority over such party or disclose any confidential information related to the Purchased Assets or the Business. Notwithstanding the foregoing, the parties hereto hereby reaffirm the confidentiality provisions set forth in that certain Letter of Agreement Regarding Potential Transaction by and between Parent and Tidel, dated as of September 30, 2004. The parties acknowledge and agree that this Agreement and a description hereof will be made publicly available by Tidel upon its executionAffiliates, but only to the extent required by applicable federal securities lawit must be disclosed, or (d) such party reasonably deems necessary to disclose in order to obtain any of the consents or approvals contemplated hereby.