AGREEMENT FOR EXCHANGE OF
CONFIDENTIAL INFORMATION
WHEREAS Xxxxx Industrial Services, L.L.C. (the "Interested Party") and
Canisco Resources, Inc. ("CANISCO") agree (and each of the undersigned
represents that such entity's board has approved this agreement) that the mutual
objective of this Agreement for Exchange of Confidential Information (this
"Confidentiality Agreement") is to provide for the disclosure of non-public,
confidential and/or proprietary information (the "Information").
In consideration for CANISCO's release of certain information about the
properties and operation of CANISCO, the Interested Party hereby agrees as
follows:
1. The Interested Party, and its agents, representatives, advisors and
employees who are actively participating in the evaluation of the
Information will keep it confidential and not disclose or reveal the
Information and use the same care and discretion to avoid disclosure,
publication or dissemination of the Information as it uses with its own
non-public, confidential and/or proprietary information.
2. The Interested Party agrees to be responsible for any breach of this
Agreement by such agents, representatives, advisors and employees.
3. The Interested Party agrees not to use the Information for any purpose
other than in connection with the evaluation of CANISCO.
4. The Interested Party shall not disclose to any person the fact the
Information has been made available, that discussions or negotiations
are taking place or have taken place concerning a possible transaction,
or any of the terms, conditions or other facts with regard to any such
possible transaction, including the status thereof.
5. In the event that the Interested Party is requested pursuant to, or
required by, applicable law or regulation or by legal process to
disclose any Information, the Interested Party agrees to provide
CANISCO with prompt written notice of such request or requirement in
order to enable CANISCO to seek an appropriate protective order or
other remedy, to consult with CANISCO with respect to CANISCO taking
steps to resist or narrow the scope of such request or legal process,
or to waive compliance, in whole or in part, with the terms of this
Confidentiality Agreement. In any such event, the Interested Party will
use its reasonable best efforts to ensure that all Information that is
disclosed will be accorded confidential treatment.
6. No obligation of confidentiality applies to any Information that the
Interested Party already possesses without obligation of
confidentiality, develops independently from a source which is not
prohibited from disclosing the information or becomes public knowledge
without breach of this Confidentiality Agreement.
Agreement for Exchange of Confidential Information
Page 2
7. For a period of one year from the date of this Confidentiality
Agreement, the Interested Party will not employ, solicit for employment
or otherwise disrupt the employment relationship of any person per the
attached Schedule A.
8. For a period three weeks from the date hereof, neither CANISCO nor any
of its directors, officers, employees, agents, financial advisors or
controlling persons shall directly or indirectly encourage, solicit,
initiate, or participate in any way in any discussion or negotiation
with, or provide any information to, or afford any access to the
properties, offices, or other facilities, to the officers and
employees, or to the books and records, of CANISCO or otherwise assist,
facilitate or encourage any person concerning any proposed merger,
consolidation, share exchange, business combination, recapitalization,
equity investment, liquidation, or similar transaction involving
CANISCO, its subsidiaries, or its shareholders, as applicable, a direct
or indirect sale of all or any significant portion of the assets or
business of CANISCO or any of its subsidiaries or a direct or indirect
sale or issuance of any capital stock of CANISCO (a "Competing
Transaction"). CANISCO shall immediately communicate to the Interested
Party the terms of any proposal, offer, discussion, or inquiry relating
to a Competing Transaction and the identity of the party making such
proposal, offer, or inquiry.
9. Without prejudice to the right and remedies otherwise available to
CANISCO, CANISCO shall be entitled to equitable relief by injunction if
the Interested Party breaches or threatens to breach any of the
provisions of this Confidentiality Agreement. It is further understood
and agreed that no failure or delay by CANISCO 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
exercise of any right, power or privilege hereunder.
10. Neither CANISCO or any of its directors, officers, employees, agents,
financial advisors or controlling persons makes any express or implied
representation or warranty as to the accuracy or completeness of any
Information. The Interested Party agrees that CANISCO shall have no
liability to the Interested Party related to or arising from the use of
the Information or for any errors therein or omissions therefrom. The
Interested Party also agrees that it is not entitled to rely on the
accuracy or completeness of the Information.
11. This Confidentiality Agreement shall be governed by and construed in
accordance with the laws of Delaware. Nothing in this Confidentiality
Agreement requires CANISCO to disclose any information which it chooses
not to disclose. CANISCO may terminate this Confidentiality Agreement
at any time with no obligation. In the event this Confidentiality
Agreement is terminated, the Interested Party is obligated to return
all documents or other materials of any kind provided by CANISCO,
including but not limited to notes, summaries, copies, reproductions,
and analyses. In the event of termination, the terms of Paragraph 7
shall continue to be binding. This Confidentiality Agreement contains
all the terms between the parties and no modifications shall be binding
unless in writing signed by both parties.
Page 3
/s/ Xxxxxxx Xxxxxxx /s/ Xxx Xxxxxxxxx
-------------------------- ------------------------
By: Xxxxxxx Xxxxxxx By: Xxx Xxxxxxxxx
Xxxxx Industrial Resources, L.L.C. Canisco Resources, Inc.
Title: CEO Title: President
Date: June 9, 2000 Date: June 9, 2000
SCHEDULE A
CANISCO RESOURCES
-----------------
Xxx Xxxxxxxxx
Xxxx X. Xxxxxxx
Xxxx Xxxxx
Xxxx Xxxxxx
XXXXXXXXX INDUSTRIAL COATINGS
-----------------------------
Xxxx Xxxxxxxxx
Xxxxxx Xxxxxxx
Xxxxxxx Xxxxxxx
Xxxxxxx Xxxxx
Xxxxx Xxxxx
Xxxxxxx Xxxxxxx
Xxxxx Xxxxxxx
XXXXXX SLINE
------------
Xxxxxxx X. Xxxxx
Xxxxxx X. Xxxxxx
Xxxxx Xxxxxxx
Xxxxxx X. Xxxxxxxxxx
Xxxxxx Xxxxxxx
Xxx Xxxxxx
Xxxxxx Xxxxx
Per Xxxxxxx
Xxxxx Xxxxxx
