EXHIBIT 7
CONFIDENTIALITY AGREEMENT
This CONFIDENTIALITY AGREEMENT is made and entered into on this 6th day of
June, 2000, by and between Xxxxxxx.xxx, Inc., a Delaware corporation
(hereinafter referred to as "LOISLAW"), and Wolters Kluwer U.S. Corporation
(hereinafter referred to as "WOLTERS KLUWER"). Collectively, LOISLAW and WOLTERS
KLUWER shall be referred to as the "PARTIES".
RECITALS
WHEREAS, LOISLAW is a provider of CD-ROM and Internet based legal research
materials including, but not limited to, statutes, case law, regulatory data,
and other materials; and
WHEREAS, WOLTERS KLUWER is a multi-national publishing company and provider
of electronic information products; and
WHEREAS, the common stock of LOISLAW is traded on the Nasdaq National Market
under the symbol "XXXX"; and
WHEREAS, LOISLAW and WOLTERS KLUWER desire to explore the possibility of
establishing a mutual business relationship, which will require disclosure by
both PARTIES of information, documentation, materials, and other tangible and
intangible information, all of which are considered by each respective PARTY to
be confidential and proprietary to the PARTY making such disclosure;
IT IS, THEREFORE, AGREED BY AND BETWEEN THE PARTIES AS FOLLOWS:
1. ACKNOWLEDGMENT OF PROPRIETARY TREATMENT OF PRODUCTS AND MATERIALS. All
of the following are considered proprietary and shall be considered CONFIDENTIAL
INFORMATION and the exclusive property of the PARTY disclosing such items:
(a) all of the products, services, databases, data, search engines,
software, tutorials, instructional materials, know-how, intellectual
property, and other materials or knowledge of LOISLAW and WOLTERS KLUWER
or which concern their respective internet web sites (for LOISLAW:
xxx.xxxxxxx.xxx; xxx.xxxx.xxx; and xxx.xxxxxxxxxxxxx.xxx and for WOLTERS
KLUWER: xxx.xxxxxxxxxxxxx.xxx);
(b) all sales literature and brochures, internal marketing data, marketing
reports, commission reports, sales data, and other information or
documentation concerning sales or marketing (whether past, present, or
future) by both PARTIES;
(c) all of either PARTY's agreements with suppliers of data, software, or
technology, and all of either PARTY's customer lists, vendor lists,
licenses, licensing fees, financial statements (whether internally
produced by such PARTY or not), and financial schedules (whether
internally produced by such PARTY or not);
(d) auditor's reports and comments to or about either PARTY;
(e) by-laws and board minutes of both PARTIES;
(f) memoranda and other documentation produced by either PARTY's internal
accounting staff, legal staff, executive officers, Board of Directors, or
any director; and
(g) any materials or documentation produced by either PARTY which are marked
"confidential."
2. EXCLUSION OF CERTAIN INFORMATION FROM DEFINITION OF CONFIDENTIAL
INFORMATION. CONFIDENTIAL INFORMATION does not include information,
documentation, or materials that: (a) is or becomes
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generally available to the public other than as a result of disclosure by the
PARTY to whom such CONFIDENTIAL INFORMATION is disclosed or anyone to whom it
transmits or provides such information, documentation, or materials;
(b) becomes available to the PARTY to whom such CONFIDENTIAL INFORMATION is
disclosed on a non-confidential basis from a source other than the PARTY to whom
such CONFIDENTIAL INFORMATION is disclosed, its agents, employees,
representatives, or affiliates; (c) was known by the PARTY (or its agents,
representatives, or employees) to whom such CONFIDENTIAL INFORMATION is
disclosed or was in its possession prior to the date of disclosure; or (d) is
developed independently by the PARTY to whom such CONFIDENTIAL INFORMATION is
disclosed without any reliance whatsoever on the CONFIDENTIAL INFORMATION
provided pursuant to the terms of this Confidentiality Agreement.
3. CONFIDENTIAL TREATMENT OF CONFIDENTIAL INFORMATION. All CONFIDENTIAL
INFORMATION will be kept confidential by the PARTY to whom such CONFIDENTIAL
INFORMATION is disclosed. CONFIDENTIAL INFORMATION of LOISLAW shall be kept
confidential by WOLTERS KLUWER. CONFIDENTIAL INFORMATION of WOLTERS KLUWER shall
be kept confidential by LOISLAW.
(a) WOLTERS KLUWER, its agents, employees, and representatives, will not
disclose or utilize, without the prior written consent of LOISLAW, any
CONFIDENTIAL INFORMATION, directly or indirectly, other than in
connection with WOLTERS KLUWER's evaluation of a possible business
relationship with LOISLAW. WOLTERS KLUWER agrees to transmit or provide
CONFIDENTIAL INFORMATION only to those of its agents, employees, and
representatives who a specific need to have access to such CONFIDENTIAL
INFORMATION for the purpose of evaluating the potential business
relationship and who agree to be bound by the terms and conditions of
this Confidentiality Agreement.
(b) LOISLAW, its agents, employees, and representatives, will not disclose
or utilize, without the prior written consent of WOLTERS KLUWER, any
CONFIDENTIAL INFORMATION, directly or indirectly, other than in
connection with LOISLAW's evaluation of a possible business relationship
with WOLTERS KLUWER. LOISLAW agrees to transmit or provide CONFIDENTIAL
INFORMATION only to those of its agents, employees, and representatives
who need to have a specific need to have access to such CONFIDENTIAL
INFORMATION for the purpose of evaluating the potential business
relationship and who agree to be bound by the terms and conditions of
this Confidentiality Agreement.
4. RETURN OF CONFIDENTIAL INFORMATION. All CONFIDENTIAL INFORMATION shall
be returned to the PARTY disclosing such CONFIDENTIAL INFORMATION upon such
PARTY's request.
5. COMPELLED DISCLOSURE OF CONFIDENTIAL INFORMATION. In the event that
either PARTY or anyone to whom it transmits CONFIDENTIAL INFORMATION pursuant to
this Confidentiality Agreement becomes legally compelled to disclose any of the
other PARTY's CONFIDENTIAL INFORMATION, it will furnish the other PARTY with
prompt notice so that such other PARTY may seek a protective order or other
appropriate remedy. In the event that such protective order or other remedy is
not obtained, or that the other PARTY waives compliance with the provisions of
this Confidentiality Agreement, the PARTY receiving CONFIDENTIAL INFORMATION
will furnish only that portion of the CONFIDENTIAL INFORMATION which is legally
required and will exercise its reasonable efforts to obtain a protective order
or other reliable assurance that confidential treatment will be given to the
CONFIDENTIAL INFORMATION which it is compelled to disclose.
6. DISCLOSURE OF POTENTIAL BUSINESS RELATIONSHIP. Both PARTIES acknowledge
and agree that disclosure of a potential business relationship could immediately
harm the other PARTY and further agree not to disclose to any third PARTY, other
than that PARTY's respective legal and financial advisors, either the fact that
discussions or negotiations are taking place concerning a potential business
relationship, or any of the terms, conditions or other facts with respect
thereto, without the other PARTY's written consent.
7. REMEDIES AVAILABLE. In the event of any breach of this Confidentiality
Agreement by either PARTY or its employees or representatives, the aggrieved
PARTY would or could be irreparably and
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immediately harmed and could not be made whole by monetary damages. Without
prejudice to any rights and remedies otherwise available to it, it is agreed
that the aggrieved PARTY shall be entitled to equitable relief by way of
injunction if the other PARTY violates any material provision of this
Confidentiality Agreement. Furthermore, both PARTIES agree that in the event of
any disclosure regarding the potential business relationship in violation of the
terms of this Confidentiality Agreement, the non-disclosing PARTY would or could
be irreparably harmed and could not be made whole by monetary damages. Without
prejudice to any rights and remedies otherwise available, the aggrieved PARTY
shall be entitled to equitable relief by way of injunction under such
circumstances.
8. ENTIRE AGREEMENT. This Confidentiality Agreement contains the entire
understanding and agreement relating to the protection and treatment of
CONFIDENTIAL INFORMATION and disclosure regarding the potential business
transaction between the PARTIES.
9. SECURITIES TRADING. WOLTERS KLUWER acknowledges that LOISLAW is a
publicly traded company and that CONFIDENTIAL INFORMATION disclosed or provided
by LOISLAW constitutes material non-public information. For these reasons,
WOLTERS KLUWER undertakes that: (a) it will not engage in any sale, purchase, or
transfer of the securities of LOISLAW at any time while in possession of
CONFIDENTIAL INFORMATION or other material non-public information about LOISLAW;
and (b) it will advise all persons and entities who are provided with
CONFIDENTIAL INFORMATION (whether tangible or intangible) that the use or
disclosure (i.e. tipping) of such CONFIDENTIAL INFORMATION for purposes of
engaging in any sale, purchase, or transfer of the securities of LOISLAW until
such information has been made publicly available is prohibited by law and by
the terms of this Confidentiality Agreement.
10. PERSONS AND ENTITIES BOUND. This Confidentiality Agreement shall bind,
and inure to the benefit of, the PARTIES hereto and their successors and
permitted assigns. Assignment or delegation of this Confidentiality Agreement
shall not be permitted without the written consent of the other PARTY.
11. MODIFICATION. This Confidentiality Agreement and its provisions may
not be waived, altered, modified, or changed in any way unless the same is done
in writing, signed by both PARTIES. No waiver of any provision of this
Confidentiality Agreement shall be construed as a continuing waiver of any
provision of this Confidentiality Agreement.
12. SECTION HEADINGS. Section headings (being the underlined portion at
the beginning of each separate section or paragraph) are for assistance only and
shall not be considered as part of this Confidentiality Agreement or construed
to alter, amend, or modify the meaning of the sections or paragraphs of this
Confidentiality Agreement.
13. SEVERABILITY. In the event that any word, part, paragraph, or other
portion of this Confidentiality Agreement shall be invalid, unlawful, or
unenforceable, the remainder of this Confidentiality Agreement shall be
severable, valid, and effective as if such invalid, unlawful, or unenforceable
part, paragraph, or other portion was not included as part of this
Confidentiality Agreement.
14. TERM OF CONFIDENTIALITY AGREEMENT CONCERNING CONFIDENTIAL
INFORMATION. Therefore, the PARTIES agree that the provisions contained in this
Confidentiality Agreement shall be in effect as of the date of execution of this
Confidentiality Agreement and for a period of two (2) years thereafter. The
provisions of this paragraph and other provisions concerning CONFIDENTIAL
INFORMATION in this Confidentiality Agreement shall survive the termination of
this Confidentiality Agreement.
15. NOTICES. All notices under this Confidentiality Agreement shall occur
by first class mail, certified mail, overnight courier, or facsimile. However,
notices by facsimile shall be effective as of the time given by facsimile but
must be immediately followed by notice by first class mail, certified mail, or
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overnight courier. All notices to LOISLAW under the Confidentiality Agreement
shall be given to the following persons at the address listed unless otherwise
specified in writing by LOISLAW:
WITH A COPY TO:
---------------
Xxxx X. Xxxxxxx - President Xxxx Xxxxxx - General Counsel
Xxxxxxx.xxx, Inc. Xxxxxxx.xxx, Inc.
000 Xxxxx 00xx Xxxxxx 000 Xxxxx 00xx Xxxxxx
Xxx Xxxxx, XX 00000 Xxx Xxxxx, XX 00000
X.X.X. X.X.X.
Phone (000) 000-0000 Phone (000) 000-0000
Facsimile (000) 000-0000 Phone (000) 000-0000
All notices to WOLTERS KLUWER under the Confidentiality Agreement shall be
given to the following person at the address listed unless otherwise specified
in writing by WOLTERS KLUWER:
WITH A COPY TO:
---------------
Xxxxx X. Xxxx, Executive Vice President Xxxx X. Xxxxxx, General Counsel
Wolters Kluwer U.S. Corporation Wolters Kluwer U.S. Corporation
000 X. Xxxxx Xx., 00xx Floor 000 X. Xxxxx Xx., 00xx Xxxxx
Xxxxxxx, XX 00000 Xxxxxxx, XX 00000
Phone (000) 000-0000 Phone (000) 000-0000
Facsimile (000) 000-0000 Facsimile (000) 000-0000
16. CONTROLLING LAW. This Confidentiality Agreement shall be construed in
accordance with the laws and statutes of the State of Delaware.
XXXXXXX.XXX, INC.,
a Delaware corporation
By: /s/ M.O. BEYLAND
-----------------------------------------
PRESIDENT
WOLTERS KLUWER U.S. CORPORATION
By: /s/ XXXXX X. XXXX
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AUTHORIZED OFFICER OR AGENT
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