EXHIBIT 99.2
Confidentiality Agreement
This Confidentiality Agreement (the "Confidentiality Agreement") is made and
entered into as of December 16, 2002, by and between Reuters America Inc.
("REUTERS"), a Delaware corporation, and XXXXXX.XXX, INC., a Delaware
corporation ("MULTEX").
Recitals
WHEREAS, REUTERS and MULTEX are interested in pursuing a potential business
arrangement (the "Potential Transaction"); and
WHEREAS, REUTERS wishes to receive confidential and proprietary information
from MULTEX and MULTEX wishes to receive confidential and proprietary
information from REUTERS solely for the purposes of (1) studying the
feasibility of the Potential Transaction and (2) possibly negotiating a
definitive agreement by and between REUTERS and MULTEX regarding the Potential
Transaction (the "Definitive Agreement").
NOW, THEREFORE, in consideration of the disclosures to be made by REUTERS and
by MULTEX pursuant to this Confidentiality Agreement and the covenants entered
into by REUTERS and by MULTEX herewith, the parties agree as follows (it being
understood and agreed that REUTERS and MULTEX are also agreeing to cause their
respective Representatives (as defined below) to comply with the provisions
hereof):
1. For purposes of this Confidentiality Agreement, the term "Evaluation
Material" shall mean and include all oral, written, tangible and/or intangible
information and any other material in any form concerning the disclosing party
(the "Disclosing Party") provided by the Disclosing Party and/or any of its
directors, officers, employees, affiliates, representatives (including, without
limitation, financial advisors, attorneys and accountants), controlling persons
within the meaning of Section 20 of the Securities Act of 1934, as amended, or
other agents or their sources of financing for the Potential Transaction
(collectively, the "Representatives") to the other party and/or its
Representatives (the "Receiving Party") from time to time on and after the date
of this Confidentiality Agreement and all notes, extracts, digests, computer
files, analyses, compilations, studies, interpretations, documents or other
materials (in any form or medium) prepared by the Receiving Party which
contain, reflect or are based upon, in whole or in part, the information
furnished to the Receiving Party. For the purposes of this Confidentiality
Agreement, the term "Evaluation Material" does not include any information
which (a) is generally available to or known by the public (other than as a
result of a disclosure directly or indirectly by the Receiving Party prohibited
hereunder), (b) was available to the Receiving Party on a non-confidential
basis from a source other than Disclosing Party or any of its Representatives
(provided that such source is not or was not known by the Receiving Party to be
bound by a confidentiality agreement with or obligation to the Disclosing Party
preventing such disclosure), or (c) was independently developed by the
Receiving Party without reliance upon any Evaluation Material of the Disclosing
Party.
2. The Receiving Party agrees to safeguard the Evaluation Material from
disclosure prohibited hereunder using at least the same degree of care it
employs with respect to its own confidential information of a similar nature.
The Evaluation Material shall be used
solely for the purpose of evaluating the Potential Transaction and negotiating
the terms thereof and of the Definitive Agreement and, except for that purpose,
will not be used in any way directly or indirectly detrimental to or
competitive with the Disclosing Party or any Representative or purchaser of the
Disclosing Party. Except as required by applicable law, regulation or legal
process, including Regulation FD under the U.S. securities laws, or by exchange
rule, regulation or request, and subject to Paragraph 3 below, unless otherwise
set forth in a Definitive Agreement executed by MULTEX and REUTERS, such
information shall be kept confidential by the Receiving Party in accordance
with the terms hereof. If the Receiving Party is required to make disclosure of
any Evaluation Material as set forth in the preceding sentence, it shall give
written notice as far in advance thereof as reasonably practicable to the
Disclosing Party in order to afford Disclosing Party an opportunity to discuss
with the Receiving Party whether and to what extent disclosure is required and
if desired, and to the extent reasonably practicable, to seek a protective
order against such disclosure. The Receiving Party shall disclose the
Evaluation Material or portions thereof solely to those Representatives of the
Receiving Party who need to know such information for the purpose of evaluating
the Potential Transaction or negotiating the Definitive Agreement. Prior to
disclosing the Evaluation Material to a Representative, the Representative
shall be informed of the confidential nature of the Evaluation Material and
shall be directed by the Receiving Party to treat such Evaluation Material
pursuant to the terms of this Confidentiality Agreement. The Receiving Party
agrees to be responsible for any breach of this Confidentiality Agreement by
any of its Representatives and to indemnify and hold the Disclosing Party
harmless for any claims, damages or other losses arising therefrom or relating
thereto.
3. At any time upon the request of the Disclosing Party for any reason, the
Receiving Party shall promptly deliver to a Contact (as defined below) of the
Disclosing Party or destroy (pursuant to the terms of the following sentence)
all written or other tangible forms of Evaluation Material (and any copies
thereof) furnished to Receiving Party or any of its Representatives, by or on
behalf of the Disclosing Party and/or any of its Representatives. In the event
of such a decision or request, all Evaluation Material not returned to the
Disclosing Party (including without limitation all copies thereof, all
Evaluation Material in any form or other medium prepared by the Receiving Party
and/or any of its Representatives and/or all intangible Evaluation Material
provided by or on behalf of the Disclosing Party and/or any or its
Representatives) shall be destroyed, no copy thereof shall be retained and such
destruction shall be certified in writing to the Disclosing Party by an
authorized officer of the Receiving Party and, as applicable, each of its
Representatives supervising such destruction. Notwithstanding the provisions of
this Section 4, the Receiving Party's general counsel may retain one set of
Evaluation Material in her or his records for a period not to exceed one (1)
year following a party's decision not to proceed with the Potential Transaction
solely for evidentiary purposes in the event that any dispute arises relating
to the confidentiality obligations of the parties hereunder; provided that
following the expiration of such one (1) year period, such general counsel
shall dispose of such Evaluation Material in the manner described in this
Section 3. Notwithstanding the return or destruction of the Evaluation
Material, the Receiving Party and all of its Representatives shall continue to
be bound by their obligations of confidentiality and other obligations
hereunder.
4. In view of the fact that the Evaluation Material consists of confidential
and non-public information, without the prior written consent of the Disclosing
Party, except as required by applicable law, regulation or legal process or by
exchange rule, regulation or
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request, and subject to Paragraph 2 above (including the advance notice
provisions), the Receiving Party shall not, and shall direct all of its
Representatives not to, disclose to any other party either the fact that any
investigations, discussions or negotiations are taking place concerning a
possible transaction between MULTEX and REUTERS, or that either party has
requested or received Evaluation Material from the other party, or any of the
terms, conditions or other facts with respect to any such possible transaction,
including the status thereof. The Receiving Party acknowledges that it is aware
that the securities laws of the United States prohibit any person who has
material, non-public information concerning the Disclosing Party or a Potential
Transaction from purchasing or selling securities in reliance upon such
information or from communicating such information to any other person or
entity under circumstances in which it is reasonably foreseeable that such
person or entity is likely to purchase or sell such securities in reliance upon
such information, and that similar obligations exist under securities law and
regulation in the United Kingdom.
5. A list of contacts for each party for due diligence and negotiation purposes
with regard to the Potential Transaction is attached hereto as Exhibit A, which
may be amended from time to time by the appropriate party (the "Contacts"). It
is understood that with regard to the Potential Transaction all (a)
communications, (b) requests for additional information, (c) requests for
facility tours or management meetings, and (d) discussions or questions
regarding procedures shall be submitted or directed only to a Contact.
6. The Receiving Party understands and acknowledges that neither the Disclosing
Party nor any of its Representatives is making any representation or warranty,
express or implied, as to the accuracy or completeness of the Evaluation
Material, and neither the Disclosing Party nor any of its Representatives shall
have any liability to Receiving Party, any of its Representatives and/or any
other party resulting from their use of or reliance upon the Evaluation
Material. The Receiving Party and its Representatives understand that the
Evaluation Material is not designed to satisfy the requirements of federal or
state securities laws. Only those representations and warranties that are made
in a Definitive Agreement, when, as and if it is executed, and subject to such
limitations and restrictions as may be specified in such Definitive Agreement,
shall have any legal effect. Each party reserves the right in its sole
discretion to change its procedures regarding the Potential Transaction at any
time without prior notice to the other party or any of the other party's
Representatives or any other party, reject any proposal made by the other
party, any of its Representatives or any other party and to terminate the
discussions or negotiations for any reason, without any liability therefor.
7. The Receiving Party acknowledges that remedies at law may be inadequate to
protect the Disclosing Party against any actual or threatened breach of this
Confidentiality Agreement. Accordingly, the Disclosing Party shall be entitled
to equitable relief, including injunction and specific performance, in the
event of any breach of the terms of this Confidentiality Agreement, in addition
to all other remedies available to the Disclosing Party at law or in equity.
8. No failure or delay by either party in exercising any right power or
privilege hereunder shall operate as a waiver thereof, nor shall any single or
partial exercise thereof preclude any other or further exercise thereof or the
exercise of any right, power or privilege hereunder.
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9. Neither this paragraph nor any other provision in this Confidentiality
Agreement can be waived or amended except by the express written consent of
each party hereto, which consent shall specifically refer to this paragraph (or
such other provision) and explicitly make such waiver or amendment. This
Confidentiality Agreement sets forth the entire agreement and understanding of
the parties, and supersedes all prior agreements, arrangements and
understandings (including the Nondisclosure Agreement dated May 5, 2000),
relating to the subject matter hereof.
10. This Confidentiality Agreement is for the benefit of MULTEX and REUTERS and
shall be governed by and construed in accordance with the laws of the State of
New York, without regard to its conflicts of laws principles.
11. Unless and until a Definitive Agreement is executed by all parties hereto,
neither MULTEX nor REUTERS shall be under any obligation of any kind whatsoever
with respect to the Potential Transaction.
12. This Confidentiality Agreement shall be in force from the date hereof for a
period of three (3) years following the last disclosure or discussions
hereunder. IN WITNESS WHEREOF, the parties hereto have signed this
Confidentiality Agreement as of the date first written above.
REUTERS AMERICA INC. XXXXXX.XXX, INC.
By: /s/ Xxxxxxxxxxx X. Xxxxxx By: /s/ Xxxxxx Xxxxxx
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Name: Xxxxxxxxxxx X. Xxxxxx Name: Xxxxxx X. Xxxxxx
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Title: President - Corporates & Media Title: V.P. & General Counsel
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Date: December 17, 2002 Date: December 17, 2002
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EXHIBIT A
CONTACTS
REUTERS' Contacts:
Chief Executive Officer Xxxxxx Xxxxxx
President - Corporates & Media Xxxxx Xxxxxx
SVP, Finance - Corporates & Media Xxxxxxx Xxxxxxx
President - Business Technology Group Graham Albutt
Global Head of Data Xxxxx Xxxxxx
VP, Business Development Xxxxxxx Xxxxxxx
VP & Principal Legal Counsel, Corporate Xxxxxxx Xxxxxx
MULTEX's Contacts:
Chief Executive Officer Xxxxx Xxxxxx
Chief Financial Officer Xxxxxxx Xxxxxxxxxxxx
General Counsel Xxxxxx Xxxxxx
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